DEF 14A of Victory Capital Holdings, Inc.

Filed Mar 28, 2025 · FY20240001193125-25-066325

Open on EDGAR

Corporate Governance Guidelines
| • | Specific functions related to management succession, executive compensation and director compensation. |
PROPOSAL 1: ELECTION OF CLASS I DIRECTORS
PROPOSAL 1: ELECTION OF CLASS I DIRECTORS
General
General Victory’s Board of Directors currently consists of eight members and currently has one vacancy. The Board is divided into three classes and in the absence of the current vacancy typically has three members each: Class I, Class II and Class III. Class II directors are serving for a term expiring at the 2026 annual meeting, Class III directors are serving for a term expiring at the 2027 annual meeting and Class I directors are serving for a term expiring at the Annual Meeting. At each succeeding annual meeting of the stockholders, successors to the class of directors whose term expires at that annual meeting will be elected for a three-year term. Our bylaws permit our Board of Directors to establish by resolution the authorized number of directors. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors.
Nominees for Class I Directors
Nominees for Class I Directors Three candidates have been nominated for election as Class I directors at the 2025 Annual Meeting for a three-year term expiring in 2028. Upon the recommendation of the Nominating Committee, the Board has nominated Lawrence Davanzo, Robert Delaney, and Karin Hirtler-Garvey for re-election as Class I directors. Biographical information about each of the nominees is contained in the following section. A discussion of the qualifications, attributes and skills of each nominee that led our Board of Directors and the Nominating Committee to the conclusion that he/she should continue or be elected to serve as a director follows each of the director and nominee biographies. If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted FOR the re-election of Mr. Davanzo, Mr. Delaney, and Ms. Hirtler-Garvey. Each of Messrs. Davanzo and Delaney and Ms. Hirtler-Garvey have accepted such nomination; however, in the event that a nominee is unable or declines to serve as a director at the time of the 2025 Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board of Directors to fill such vacancy. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy card or when you vote by telephone or over the Internet. If you are a beneficial owner holding your shares in street name and you do not give voting instructions to your broker, bank or other intermediary, that organization will leave your shares unvoted on this matter. The Board of Directors recommends a vote “FOR” the election of Lawrence Davanzo, Robert Delaney, and Karin Hirtler-Garvey.
Information Regarding the Class I Director Nominees and the Other Members of the Board of Directors
Information Regarding the Class I Director Nominees and the Other Members of the Board of Directors The names of the proposed director nominees and the remaining members of our Board of Directors, their respective ages, their positions with Victory and other biographical information as of March 28, 2025, are set forth below. To our knowledge, there are no family relationships among any of our directors or executive officers.
Class I Director Nominees
Class I Director Nominees
Class I Director Nominees
| Name | Age | Position | | Lawrence Davanzo | 72 | Director | | Robert V. Delaney, Jr. | 67 | Director | | Karin Hirtler-Garvey | 68 | Director |
Other Members of the Board of Directors
Other Members of the Board of Directors
Other Members of the Board of Directors
| Name | Age | Position | | David C. Brown | 52 | Chairman and Chief Executive Officer | | Richard M. DeMartini | 72 | Director | | Robert J. Hurst | 79 | Director | | Alan H. Rappaport | 72 | Director | | Mary Jackson | 58 | Director |
Additional Information Regarding the Class I Director Nominees
Additional Information Regarding the Class I Director Nominees Lawrence Davanzo joined our Board of Directors in October 2014. Mr. Davanzo most recently served as President of Wilshire Associates Incorporated, overseeing the asset management areas of the firm, and as Vice Chairman of the Board of Directors of Wilshire and on its executive committee until his retirement in 2012. He first joined Wilshire in 1978 and rejoined in October 2004. During his tenure at Wilshire, he founded Wilshire’s Pension Consulting business and built the firm’s Funds Management Group. With over $70 billion in assets under management, or AUM, for financial intermediaries, Funds Management became the firm’s primary source of revenue growth. He also served as President of the firm’s mutual fund complexes. During Mr. Davanzo’s career, he also founded Asset Strategy Consulting and served as its managing director from February 1991 to February 2000. Mr. Davanzo earned a Bachelor of Business Administration (B.B.A.) and a Masters of Science degree in Finance (M.S.) at the University of Wisconsin-Madison. Mr. Davanzo’s qualifications to serve on our Board of Directors include the knowledge and experience gained in the combination of more than 40 years of asset management experience through his extensive career at Wilshire Associates and also managing and running his own investment consulting firm. This allows him to bring to the Board of Directors a deep understanding of issues associated with operating a business and the importance of client service and customer satisfaction unique to the asset management business. Robert V. Delaney, Jr. joined our Board of Directors in May 2022. Mr. Delaney joined Crestview Partners as a partner and managing director in 2007 and is an officer of the company. Mr. Delaney is also a member of Crestview’s investment committee. Prior to joining Crestview, Mr. Delaney was a partner at Goldman Sachs where he served in a variety of leadership positions, including head of the private equity business in Asia and head of the global leveraged finance group. Mr. Delaney helped expand Goldman’s private equity business in Asia by establishing the private equity business in Japan and then leading the private business for all of Asia. During Mr. Delaney’s leadership of the leveraged finance group, Goldman Sachs became one of the market leaders in high yield debt and leveraged loans. Mr. Delaney began his career as a CPA at Arthur Anderson. He received an M.B.A. with high distinction from Harvard Business School where he was a Baker Scholar. He received an M.S. in Accounting with distinction from NYU Stern School of Business and a B.A. from Hamilton College. Mr. Delaney also serves on the board of Upwell Water. He is a vice chairman and trustee of Hamilton College where he also is chair of the investment committee which manages the college’s endowment. Mr. Delaney’s qualifications to serve on the company’s Board of Directors include his extensive transactional, investment baking and private equity experience, having held senior executive positions at major institutions. With his financial background, he adds to the existing collective knowledge and experience of the Board of Directors. Mr. Delaney has broad experience in analyzing and monitoring companies, including board experience through various public and private directorships he has held and currently holds. Karin Hirtler-Garvey joined our Board of Directors in October 2014. Ms. Hirtler-Garvey has over fifteen years of experience as a board director in diversified industries and over 35 years of leadership experience in the financial services industry, preceded by eight years in public accounting as a CPA licensed in New Jersey. Ms. Hirtler-Garvey is currently a director at PhenixFIN Corporation where she serves as the Audit Committee Chair and as a member of the Nominating and Governance Committee and the Compensation Committee, and USAA Federal Savings Bank, where she formerly served on the Audit, Technology and Compensation Committees and currently serves as the Risk Committee Chair, and as a member of the Nominating and Governance and Compliance Special Committees. Ms. Hirtler-Garvey also serves on two additional private company boards. Previously, Ms. Hirtler-Garvey served as a director and Audit Committee Chair at Residential Capital LLC, a director and a member of the Audit Committee and Risk Committee for Validus Holdings, Ltd, a director at Aeropostale, Inc., where during her tenure she served in various roles including as Chairman of the Board of Directors, the Lead Independent Director, Audit Committee Chair and a member of the Nominating and Governance Committee, a director at Western World Insurance Company, where she served as the Audit Committee Chair and a member of the Compensation Committee and Pension Committee and as a director at StarStone Specialty Insurance Company. Ms. Hirtler-Garvey was previously Chief Risk Officer at Ally Financial (formerly GMAC) and held a broad range of leadership positions at Bank of America and its predecessor NationsBank and a broad range of mid-level assignments at J.P. Morgan in both the finance and risk groups. Prior to this, she worked for eight years at Ernst & Young LLP with a focus on banking, insurance, garment industry and technology clients. Ms. Hirtler-Garvey earned a Bachelor of Science from Fairleigh Dickinson University and is a Certified Public Accountant. Ms. Hirtler-Garvey brings executive experience from large national and international, diversified financial services companies providing traditional banking, real estate, insurance and asset management services and through her service on other public company boards. Ms. Hirtler-Garvey provides our Board of Directors with unique insight and perspective to its oversight of our global operations, corporate governance and risk management. She qualifies as an “audit committee financial expert” under the rules and regulations of the SEC.
Additional Information Regarding the Other Members of the Board of Directors
Additional Information Regarding the Other Members of the Board of Directors David C. Brown has served as our Chief Executive Officer since our acquisition from KeyCorp in August 2013 and Chairman of our Board of Directors since April 2014. He joined our Board of Directors upon its formation. Mr. Brown serves as Chairman and Chief Executive Officer of Victory Capital Management Inc. (VCM), our wholly owned registered investment adviser, responsible for the development, execution, and oversight of firm strategy. He is Chairman of the VCM investment committee and a member of the Boards of Trustees for Victory Portfolios I, II, III and IV. Mr. Brown joined the firm in 2004 and has held multiple senior level positions, including President and Chief Operating Officer prior to his current role. Before joining Victory, Mr. Brown spent five years at Gartmore Global Investments, Inc. in a number of senior management positions including Chief Financial Officer and Chief Operating Officer of Gartmore Emerging Managers, LLC. Prior to joining Gartmore, he worked for Ernst & Young LLP as a manager in the Assurance & Advisory Business Services unit focusing on investment management businesses. Mr. Brown holds a Bachelor of Arts degree in political science with an emphasis on accounting from Ursinus College and a Master of Business Administration from Case Western Reserve University. Mr. Brown has previously served on the boards of directors for Alderwood Partners LLP, Cerebellum Capital, the Summa Health Systems of Ohio Investment Committee, San Antonio Life Academy and JumpStart of Ohio, and was previously a member of the Bluecoats, Inc. of Cuyahoga County, OH and was a past member of San Antonio’s Airport System Development Committee. Additionally, he served on the President’s Advisory Council for Xavier University of Louisiana. Mr. Brown was also selected as a 40 under 40 award winner by Crain’s Cleveland Business. He is a Certified Public Accountant (inactive). Mr. Brown’s extensive business, finance and leadership skills gained and developed through years of experience in the financial services industry, including tenure overseeing our strategic direction as Chief Executive Officer, brings valuable industry-specific knowledge and insights to our Board of Directors. Mr. Brown has also overseen several transactions in the asset management sector during his tenure with us. He has significant expertise in identifying, structuring and executing strategic acquisitions, as well as in managing boutique firms post-acquisition. These skills, combined with Mr. Brown’s extensive knowledge of our business and our industry, enable him to provide valuable insights to our Board of Directors on our strategic direction. Richard M. DeMartini joined our Board of Directors at the time of our acquisition from KeyCorp in August 2013. Mr. DeMartini joined Crestview as a partner in 2005 and retired as a partner to become a vice chairman in 2021. Prior to Crestview, Mr. DeMartini served as president of the Bank of America Wealth and Asset Management Group from March 2001 until December 2004. At Bank of America, Mr. DeMartini was responsible for all wealth and asset management activities and oversaw approximately $400 billion in assets under management. He was also a member of Bank of America’s operating committee. Prior to Bank of America, Mr. DeMartini retired from Morgan Stanley where he served as chairman and CEO of the international private client group. His 26-year career at Morgan Stanley included roles as president of individual asset management and co-president of Dean Witter & Company, Inc. and chairman of Discover Card. He was also a member of the Morgan Stanley management committee. Mr. DeMartini is a former director of Capital Bank Financial and Fidelis Insurance Holdings and is a founding member of Partners Capital. He is also a trustee and chairman of the Whitney Museum of American Art. Mr. DeMartini has served as chairman of the board of the Nasdaq Stock Market and vice chairman of the board of directors of the National Association of Securities Dealers, Inc. Mr. DeMartini received a Bachelor of Arts from San Diego State University. Mr. DeMartini’s qualifications to serve on our Board of Directors include his in-depth knowledge and operating experience in financial services, particularly in the asset and wealth management sectors, having held senior executive positions at major institutions. In addition, Mr. DeMartini has significant experience as a director on the boards of public and private companies. He provides the Board of Directors with a valuable perspective on global investment management and capital markets and has extensive experience in assessing value, strategy and risks related to potential acquisitions. Robert J. Hurst joined our Board of Directors in October 2016. Mr. Hurst joined Crestview as a partner in 2005 and became a vice chairman in 2017. He retired as vice chairman of Goldman Sachs in June 2004. At Goldman Sachs, Mr. Hurst spent 30 years in a variety of leadership positions, including head of the investment banking division from 1990 to 1999. Following Goldman Sachs’ IPO, Mr. Hurst became vice chairman and a member of the Board of Directors and focused on firm-wide matters in addition to client responsibilities. He is currently a director of Oxbow Carbon and Victory Capital. He was co-chair of DHB, which was a public SPAC. Mr. Hurst is a senior director of Goldman Sachs and has served on the Board of Directors of over a dozen public and private companies. He has been active in the nonprofit sector, formerly serving as chairman of the Board of Directors of the National Cybersecurity Center and the Aspen Music Festival and School. He was also the former chairman and president of the board and the current chairman of the executive committee of the Whitney Museum of American Art, a trustee and member of the executive committee of The Aspen Institute, chairman emeritus of the Jewish Museum and a former member of the board of overseers of The Wharton School. Mr. Hurst was appointed by Governor John Hickenlooper to the Colorado Economic Development Commission (now retired) and is a member of the Council on Foreign Relations. Mr. Hurst was also founding CEO of the 9/11 United Services Group, the coordinating arm for 13 social service agencies involved in the relief activities, including the Red Cross. Mr. Hurst received an M.B.A. from The Wharton School at the University of Pennsylvania and an A.B. from Clark University. He did additional graduate work as a Public Finance Fellow at the University of Pennsylvania. Mr. Hurst’s qualifications to serve on our Board of Directors include his 30 years of operating and leadership experience at Goldman Sachs, membership on a number of public Boards and as a partner in a private equity firm. Through his involvement with Crestview, he has provided leadership to both public and private companies. Mr. Hurst brings to our Board of Directors extensive experience in the financial services industry, finance and business development. Alan H. Rappaport joined our Board of Directors at the time of our acquisition from KeyCorp in August 2013. Mr. Rappaport was formerly the President of Bank of America’s Private Bank. Prior to Bank of America, Mr. Rappaport served as a Managing Director of the Chase Global Private Bank and a Partner of the Beacon Group. Mr. Rappaport also spent 17 years with CIBC Oppenheimer, where he was the senior executive responsible for the Asset Management Division. Mr. Rappaport has served as an adjunct professor of finance at New York University’s Stern School of Business and a lecturer at Stanford University’s Graduate School of Business. Previously, Mr. Rappaport had served as Chairman of the Board of Trustees of GuideStar, trustee of NYU Langone Medical Center, trustee of the American Museum of Natural History and national co-chair of the
Additional Information Regarding the Other Members of the Board of Directors
Duke University Parents Committee. He is currently a member of the Council on Foreign Relations and serves on the boards of directors of PIMCO multifund complex. Mr. Rappaport earned a Master of Business Administration from Stanford University and a Bachelor of Arts from Harvard University. Mr. Rappaport’s qualifications to serve on our Board of Directors include the knowledge, leadership and experience gained in over 40 years of working in the investment management business of a large global, complex asset management organization, including serving as President of Bank of America’s Private Bank. Mr. Rappaport’s leadership and experience in academia provide our Board of Directors with a unique perspective and in-depth understanding of issues concerning international finance, economics and public policy. Mary Jackson joined our Board of Directors in January 2023. Retired in July 2020, Vice Admiral Jackson began her career as a Surface Warfare Officer serving on and off Navy warships. During her more than three decades in the United States Navy, Vice Admiral Jackson achieved command of the USS McFAUL (DDG 74), an Arleigh Burke class destroyer. She subsequently commanded the Navy’s largest Navy base, Naval Station Norfolk, where she oversaw operational and service industries and managed the Navy’s relationship with local agencies, surrounding communities, and national media. Upon selection as a Flag Officer, Vice Admiral Jackson served as Commander, Navy Region Southeast and as Commander, Navy Installations Command, where she was accountable for all Navy installations worldwide. Her skills leading operations on a global scale bring significant value to the Victory Capital board. Her experience includes the development of strategic plans, policymaking, resourcing, and oversight and compliance. Vice Admiral Jackson’s qualifications include a focus on business continuity, integration and sustainability metrics, digital transformation and compliance through data-driven audit analytics, and innovation and risk-based assessment. She brings extensive experience cultivating key partnerships and collaborating across the Congress and the Department of Defense, federal and local government agencies, industry and host nations, FEMA, the EPA, and law enforcement and local communities. Her executive experience includes leading diverse, inclusive teams to consistently drive results, implement change, and exceed organizational goals and objectives. Vice Admiral Jackson brings dynamic leadership discipline and experience overseeing large-scale operations, contingency planning, risk mitigation, and strategic transformation. In her role as an executive-level advisor, she has provided consulting services to facilitate boardroom diversity, governance, and oversight. Vice Admiral Jackson holds a bachelor’s degree in Physics with an emphasis in Oceanography from the United States Naval Academy and a Master of Engineering Management degree from George Washington University.
Director Compensation
Director Compensation All our directors who are not employed as our executive officers earn compensation, payable quarterly in arrears, for their service on our Board of Directors and on committees of our Board of Directors. Compensation is paid on a pro-rata basis from or through the date these services begin or end. For 2024, non-employee directors received annual compensation of $185,000 for their service on our Board of Directors, $15,000 to $25,000 for service as the chair of a committee of our Board and $7,500 to $10,000 for service as a member of a committee of our Board. Each director received $100,000 of their total annual compensation in restricted stock awards for shares of the Company’s Common Stock that were fully-vested on the grant date, and had the opportunity to elect to receive all or a portion of their remaining total annual compensation in cash, in restricted stock awards for shares of the Company’s Common Stock that were fully-vested on the grant date, or in the Victory Capital Holdings, Inc. Directors Deferred Compensation Plan (the “VCH Director DC Plan”). We also reimburse our directors for reasonable and necessary out-of-pocket expenses incurred in attending Board and committee meetings of our Board. Except as described above, we currently have no other formal arrangements under which our directors receive compensation for service to the Board of Directors or its committees. The following table sets forth information concerning director compensation earned during the year ended December 31, 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash($) | Stock Awards ($)(1) | All Other Compensation($) | Total ($)(2) | | Lawrence Davanzo(3) | 102,500 | 100,000 | — | 202,500 | | Robert V. Delaney, Jr.(4) | 92,500 | 100,000 | — | 192,500 | | Richard M. DeMartini(5) | 107,273 | 100,000 | — | 207,273 | | Karin Hirtler-Garvey(6) | 110,000 | 100,000 | — | 210,000 | | Robert J. Hurst(7) | 90,172 | 100,000 | — | 190,172 | | Mary Jackson(8) | 92,500 | 100,000 | — | 192,500 | | Alan H. Rappaport(9) | 110,000 | 100,000 | — | 210,000 |
Director Compensation
| (1) Represents director compensation earned in 2024 and settled with quarterly grants of restricted stock awards for shares of the Company’s Common Stock, which were fully-vested as of the grant date. The price of the shares of Common Stock was based on the closing price of Common Stock on the grant date. The grant date fair value of each quarterly restricted stock award issued for director compensation earned in 2024 was $25,000. |
Director Compensation
| (2) Represents total director compensation earned in 2024. |
Director Compensation
| (3) Represents $185,000 for Board service, $10,000 for Audit Committee service and $7,500 for Nominating Committee service. |
Director Compensation
| (4) Represents $185,000 for Board service and $7,500 for Compensation Committee service. In 2024, Mr. Delaney elected to receive the $92,500 payable in cash in grants of restricted stock awards for shares of Common Stock, which were fully-vested as of the grant date. All rights, title and interest in the shares of Common Stock issued under restricted stock awards to Mr. Delaney were assigned to Crestview Advisors, L.L.C. |
Director Compensation
| (5) Represents $185,000 for Board service, $15,000 for Nominating Committee service and $7,273 for Compensation Committee service beginning on January 12, 2024. In 2024, Mr. DeMartini elected to receive $15,000 payable in cash in grants of restricted stock awards for shares of Common Stock, which were fully-vested as of the grant date. Mr. DeMartini rejoined the Compensation Committee on January 12, 2024. |
Director Compensation
| (6) Represents $185,000 for Board service and $25,000 for Audit Committee service. |
Director Compensation
| (7) Represents $185,000 for Board service and $5,172 for Nominating Committee service beginning on April 23, 2024. In 2024, Mr. Hurst elected to receive $85,000 payable in cash in grants of restricted stock awards for shares of Common Stock, which were fully-vested as of the grant date. Mr. Hurst joined the Nominating Committee on April 23, 2024. |
Director Compensation
| (8) Represents $185,000 for Board service and $7,500 for Nominating Committee service. |
Director Compensation
| (9) Represents $185,000 for Board service, $15,000 for Compensation Committee service and $10,000 for Audit Committee service. In 2024, Mr. Rappaport elected to receive $110,000 of the director compensation payable in cash in grants of restricted stock awards for shares of Common Stock, which were fully-vested as of the grant date. |
Company Overview: 2024 Financial Performance and Strategic Performance
Company Overview: 2024 Financial Performance and Strategic Performance Victory Capital is a diversified global asset management firm with total client assets of $176.1 billion, assets under management (“AUM”) of $171.9 billion and other assets of $4.2 billion as of December 31, 2024. Our differentiated business platform combines boutique investment qualities of traditional and alternative investment managers with the benefits of an integrated, centralized (not standardized) operating and distribution platform. Victory Capital provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors. With 11 autonomous Investment Franchises and a Solutions platform, Victory Capital offers a wide array of investment products and services, including mutual funds, ETFs, separately managed accounts, alternative investments, third-party ETF model strategies, collective investment trusts, private funds, a 529 Education Savings Plan, and brokerage services. Our Company’s performance was strong during 2024 as reflected in our investment, financial and strategic results: Investment Performance: Our investment performance—which is the best indicator of our ability to deliver superior results for clients and ultimately shareholders—continued to be strong with 66% of mutual fund and ETF AUM earning four or five star overall Morningstar ratings as of December 31, 2024. This was broadly diversified spanning across 45 different products. 30% of our AUM in mutual funds and ETFs were ranked in the top quartile by Morningstar. As of December 31, 2024, 79% of our strategies by AUM had returns in excess of their respective benchmarks over a ten-year period, 73% over a five-year period, 59% over a three-year period, and 47% over a one-year period. On an equal-weighted basis, 65% of our strategies outperformed their benchmarks over a ten-year period, 58% over a five-year period, 58% over a three-year period, and 53% over a one-year period. All figures as of December 31, 2024
2024 Executive Pay Decisions
| | 2024 | | | | | | | Base Salary | Incentives | | | Total Annual Compensation | | NEO | | Cash Bonus | Victory RSAs | Total | | | David C. Brown | 600,000 | 3,180,000 | 9,820,000 | 13,000,000 | 13,600,000 | | Michael D. Policarpo | 450,000 | 1,540,000 | 4,750,000 | 6,290,000 | 6,740,000 | | Nina Gupta | 400,000 | 1,200,000 | 1,750,000 | 2,950,000 | 3,350,000 | | Mannik S. Dhillon | 325,000 | 900,000 | 1,100,000 | 2,000,000 | 2,325,000 |
Key 2024 Executive Compensation Program Actions
Key 2024 Executive Compensation Program Actions Base Salaries. Mannik Dhillon’s annual base salary increased from $300,000 to $325,000 on April 1, 2024 based on his position, experience, and performance. All other NEO base salaries remained unchanged from the prior year. Incentives: Maintained a High Allocation to Equity for the Chairman and Chief Executive Officer and the President, Chief Financial Officer, and Chief Administrative Officer. For the total incentives awarded to the CEO and the CFO in respect of 2024, approximately 76% was in the form of restricted stock, compared to more than 80% being in the form of restricted stock in 2023. The Compensation Committee believes that the proportion of total incentives paid in the form of restricted stock further strengthens the alignment of the interests of the CEO and the CFO with those of our shareholders. Extended Equity Vesting Periods. To further reinforce a long-term, our equity grants in respect of 2024 (that were made in early 2025) and in respect of 2023 (that were made in early 2024) to the CEO and CFO have four year pro rata vesting terms, in contrast to prior equity grants which had two and three year terms. Stock Ownership Guidelines. We have implemented executive Stock Ownership Guidelines that help: reinforce a long-term perspective to business decision-making; strengthen the alignment of interests between our NEOs and our shareholders; and demonstrate our commitment to sound corporate governance. As of December 31, 2024, all of our NEOs were in compliance with the new Stock Ownership Guidelines. Clawback Policy. We have adopted a clawback policy that is compliant with SEC rules and Nasdaq listing standards and that is designed to recoup any erroneously awarded compensation resulting from certain accounting restatements. If we are required to prepare an accounting restatement, then all incentive compensation paid to each current or former executive officer for the restated period (up to three years) will be recalculated based on the restated results. To the extent the recalculated incentive compensation is less than the incentive compensation actually paid or credited to such executive officer for that period, the excess amount must be forfeited or returned to us.
Overall Business Objectives, Pay Objectives and Pay Decision-Making
| • | Competitive market pay rates for the individual NEO’s position, and |
Overall Business Objectives, Pay Objectives and Pay Decision-Making
| • | The desired allocation of total incentive awards between cash and equity components—a relationship that can vary from year-to-year based on an assessment of available share reserve levels, the value of individual NEOs’ unvested equity holdings and its retentive value, and other factors. |
Executive Compensation Program Principles
| • | Pay for performance for execution of our investment, financial and strategic objectives that, over time, directly align with long-term value creation for our clients and shareholders. |
Compensation Program Governance
| What We Don’t Do | | | | × | Limited Perks | We do not provide any material perquisites to NEOs. | | × | No Excise Tax Gross-Ups | We do not provide excise tax gross-ups on change-in-control payments. | | × | No Hedging or Pledging of Company Shares | We do not permit our NEOs and directors to hedge or pledge their Company shares. | | × | No Single-Trigger Change in Control Benefits | We do not provide single-trigger change in control benefits; such benefits are provided under double-trigger circumstances only. | | × | No Special Health or Welfare Benefits | We do not provide special health or welfare benefits. Our NEOs participate in broad-based Company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees. |
Role of the Compensation Committee
| • | Takes an active role in reviewing and approving our near- and long-term strategic goals and objectives and the goals and objectives of our individual NEOs, focusing largely on our CEO. |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant The Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities. The Compensation Committee has engaged Aon McLagan to serve as its independent compensation consultant. Aon McLagan has provided the Compensation Committee with guidance about competitive pay trends and pay levels, counsel related to executive compensation program practices and program design, and assistance in other related matters. The Compensation Committee has assessed the independence of Aon McLagan pursuant to SEC and Nasdaq rules, considering each of the factors set forth by the SEC and the Nasdaq with respect to a compensation consultant’s independence. Based on its evaluation of these factors, the Compensation Committee concluded that there were no conflicts of interest, and that Aon McLagan is independent. While the Compensation Committee took into consideration the review and recommendations of Aon McLagan as well as the practices of our compensation peer group when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.
Competitive Market Information
Competitive Market Information The Compensation Committee determines executive compensation based on a holistic and balanced assessment of multiple factors, including our performance relative to financial and strategic objectives (viewed quantitatively and qualitatively), the individual NEO’s portfolio of responsibilities, performance and compensation paid in prior years, employee retention, turnover, and competitive market pay trends. The Compensation Committee believes that obtaining relevant market data is important because it serves as a reference point for making decisions and provides helpful external context. When making decisions about the structure and component mix of our NEOs’ compensation, the Compensation Committee takes into consideration the amounts, structure, and components of the executive compensation programs of other comparable companies, as derived from public filings, surveys and other sources, including materials provided by its independent compensation consultant. In assessing pay levels and practices of comparable companies, the Compensation Committee considers data from multiple peer groups, including:
Competitive Market Information
| • | Survey data for a broad range of publicly- and privately-owned asset management firms with assets under management (AUM) within a reasonable range of Victory’s current AUM and projected AUM after the close of the Amundi transaction. |
Competitive Market Information
| • | Proxy statement data for the following publicly owned asset management firms: |
Competitive Market Information
| Affiliated Managers Group, Inc. | Franklin Resources, Inc. | | AllianceBernstein Holding L.P. | Invesco Ltd. | | Artisan Partners Asset Management, Inc. | Janus Henderson Group plc | | BlackRock, Inc. | T. Rowe Price Group, Inc. | | Cohen & Steers, Inc. | Virtus Investment Partners, Inc. | | Federated Hermes | WisdomTree, Inc. |
Competitive Market Information
Consistent with best practices for corporate governance, the Compensation Committee completes an annual review of these peers and the associated competitive market information.
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
Compensation Committee’s Use of Judgement in Determining Incentive Payouts As a global asset management firm, our revenues vary with the performance of financial markets. Holding all other variables constant, when, for example, equity markets rise, our Company’s revenues increase. Conversely, when equity markets decline, our Company’s revenues decrease. Given that financial market performance is both uncertain and outside of our management’s control, we believe that it would not be prudent to link our NEOs’ compensation to business results using rigid formulas or incentive payout scales. That is, with financial markets having a significant impact on our financial results, using rigid formulas and/or payout scales could have unintended consequences, such as overemphasizing short-term performance or inadvertently over-paying or under-paying our NEOs—regardless of the NEOs’ true impact on delivering results for our clients or shareholders. For these reasons, our Compensation Committee believes that holistic judgment is required to effectively evaluate our NEOs’ performance and determine their annual compensation. Our decision-making approach is rigorous, complex, time-consuming and deliberate, especially given that it involves isolating factors that were outside of management’s control (e.g., financial market impact on our revenues) from those that were within their control. As part of this approach, the Compensation Committee employs a consistent, structured process for:
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| • | Establishing financial/quantitative and strategic/qualitative objectives that will drive sustained increases in shareholder value |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| • | Reviewing performance versus these objectives at regularly scheduled meetings throughout the year |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| • | Referencing competitive market information provided by the compensation consultant, and executives’ prior year compensation |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| • | Reviewing Company and individual achievements with NEOs at these regularly scheduled meetings, and |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| • | After year end, determining total incentive awards for each NEO and the allocation of the total incentive award into cash bonus and equity components. |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
The Compensation Committee strongly believes that, given the nature of our business, our shareholders benefit from an executive pay program that is based on a thoughtful, holistic, rigorous and deliberate decision-making process, rather than one that is based on rigid and inflexible formulas.
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| IV. | 2024 EXECUTIVE COMPENSATION |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
As noted earlier, our Compensation Committee takes:
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| • | A consistent, structured approach to establishing goals and objectives, reviewing Company and individual performance against such goals, and determining NEO compensation. |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| • | An approach to pay decision-making and awards of total cash and equity incentives that considers: (1) each NEO’s position, experience, prior year total compensation and current base salary; (2) the competitive market for the position; (3) the desired allocation between cash bonus and equity components, and (4) most importantly, the Company’s and individual’s actual performance versus Company-wide and individual goals. |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
Reflecting these approaches, this section of our CD&A reviews how, in January 2025, the Compensation Committee assessed 2024 performance and determined 2024 NEO compensation. The Compensation Committee’s evaluation of 2024 performance focused primarily on the Company’s overall performance versus investment, financial and strategic objectives, recognizing that:
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| • | Our Company’s long-term success ultimately depends on delivering superior investment performance for clients. Our NEOs directly and indirectly impact the investment performance in their roles. Our President, Investment Franchises and Solutions, Head of Product and Strategy is directly responsible for the investment performance of our Solutions platform while all of our NEOs play critical roles in recruiting, retaining and motivating investment talent and ensuring an environment that puts them in the best position to succeed. Our NEOs oversee the operating platform upon which the investment teams rely, freeing the teams to focus on managing assets and serving clients. |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| • | Our NEOs are primarily responsible for achieving our strategic and financial objectives, with our CEO responsible for all of these objectives and the other NEOs responsible for different cascading combinations of these objectives, depending on their particular position. |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
The Compensation Committee’s evaluation emphasized the strong success of the CEO and other NEOs in achieving key investment and strategic goals, and achieving record financial performance relative to annual revenue, Adjusted EBITDA, Adjusted EBITDA margins, Adjusted Net Income with Tax Benefit and Adjusted Net Income with Tax Benefit per Diluted Share. The Compensation Committee’s assessment of our Company and NEO’s 2024 performance is summarized below.
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| As our Chief Executive Officer, Mr. Brown is responsible for the development, execution, and oversight of the Company’s strategy. He provides experienced executive leadership to our team to deliver results to clients and shareholders. Mr. Brown sets the tone within the organization and oversees all aspects of our business, as well as engaging with clients and business partners. | | | | | 2024 Performance Assessment | | | | | Performance Component | Relative Weight for NEO Compensation Decision-Making | 2024 Performance Highlights | Compensation Committee’s Assessment versus Expectations | | Investment Performance | Significant | Under Mr. Brown’s leadership the Company generated strong overall investment performance for 2024, including: • 66% of total mutual fund and ETF assets under management have four or five star overall ratings with Morningstar, broadly diversified across 45 different mutual funds and ETFs. • 79% of the Company’s strategies by AUM had returns in excess of their respective | Meets Expectations |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| 2024 Performance Assessment | | | | | Performance Component | Relative Weight for NEO Compensation Decision-Making | 2024 Performance Highlights | Compensation Committee’s Assessment versus Expectations | | | | benchmarks over a ten-year period, 73% over a five-year period, 59% over a three-year period, and 47% over a one-year period. • On an equal-weighted basis, 65% of the Company’s strategies outperformed their benchmarks over a ten-year period, 58% over a five-year period, 58% over a three-year period, and 53% over a one-year period. • 30% of Company’s mutual fund and ETF AUM was ranked in the top quartile by Morningstar. • Awarded nine 2024 US LSEG Lipper Fund Awards based on risk-adjusted returns for the period ended November 30, 2023. | | | Financial Performance | Significant | In 2024, the Company under Mr. Brown’s leadership achieved record high levels of revenue, adjusted EBITDA, adjusted EBITDA margin, and adjusted earnings with tax benefit per diluted share and declared the highest level of dividends in the Company’s history: • Assets under management were $172 billion; up 3% from 2023. • Revenue was $893 million; up 9% from 2023. • Adjusted EBITDA was $476 million; up 14% from 2023. • Adjusted EBITDA Margin expanded 230 basis points to 53.2% in 2024. • Adjusted earnings with tax benefit per diluted share was $5.36 per diluted share in 2024; up 19% from 2023. • Declared dividends of $1.56 per share; up 21% from 2023. • Returned $231 million to shareholders in the form of dividends and share buybacks. • Cash on hand of $127 million at December 31, 2024; up from $124 million at December 31, 2023. • Leverage ratio decreased from 2.1x in Q4 2023 to 1.7x in Q4 2024. • Long-term gross flows of $25.3 billion; up 11% from 2023. • Long-term net outflows of $7.1 billion compared to net outflows of $5.6 billion in 2023. | Exceptional Performance |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| 2024 Performance Assessment | | | | | Performance Component | Relative Weight for NEO Compensation Decision-Making | 2024 Performance Highlights | Compensation Committee’s Assessment versus Expectations | | Strategic Performance | Significant | Under Mr. Brown’s leadership the Company exceeded its 2024 strategic objectives on or ahead of plan. The Company: • Signed a definitive agreement to combine Amundi US into Victory Capital, for Amundi to become a strategic shareholder of Victory Capital, and to establish reciprocal 15-year distribution agreements. • Generated total returns for our shareholders of 96.0% in the form of VCTR stock price appreciation and dividends. (Source: FactSet). • Continued to advance our product development initiatives with the development of four new ETFs and the launch of new Collective Investment Trusts (CITs) for two of our Investment Franchises. • Strengthened our balance sheet to increase flexibility and support our M&A strategy. The Company accumulated cash and reduced our leverage ratio. • Retained our existing talent with minimal unplanned turnover and successfully recruited new talent. • Continued to invest for future growth in strategic areas including artificial intelligence, data and analytics, digital marketing, technology, product development, expanded distribution relationships and strategic hiring in a number of areas. | Exceptional Performance | | Overall Evaluation | | | Exceptional Performance |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| Michael D. Policarpo: President, Chief Financial Officer, and Chief Administrative Officer | | | | | Reporting to our Chief Executive Officer, our President, Chief Financial Officer, and Chief Administrative Officer is responsible for the company’s financial operations, accounting, and treasury management, as well as the day-to-day operations of the business platform, including all operational and administrative functions. Mr. Policarpo also supports inorganic growth sourcing, evaluation, and execution, as well as business platform integration. | | | | | 2024 Performance Assessment | | | | | Performance Component | Relative Weight for NEO Compensation Decision-Making | 2024 Performance Highlights | Compensation Committee’s Assessment versus Expectations | | Financial Performance | Most Significant | Supported record financial performance and drove shareholder return by: • Managing Company spending in a disciplined, cost-effective manner; executing our operating model, which affords the business scale and consistency of operating margins. | Exceptional Performance |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| 2024 Performance Assessment | | | | | Performance Component | Relative Weight for NEO Compensation Decision-Making | 2024 Performance Highlights | Compensation Committee’s Assessment versus Expectations | | | | • Delivering record financial results: $893 million in revenue, $476 million in adjusted EBITDA, adjusted EBITDA margins of 53.2%, $5.36 in adjusted earnings with tax benefit per diluted share. • Executing a balanced and prudent capital management strategy that returned significant amount of capital to shareholders through increased dividends (up 21% from 2023) and maximizing our share buybacks; investment realization by our private equity shareholders resulting in significant reduction of private equity ownership. | | | Strategic Performance | Significant | • Key executive in the Amundi transaction; led efforts surrounding negotiations, integration and execution. • Assisted with timely submission of key regulatory filings and the satisfaction of various conditions necessary for closing of the Amundi transaction. • Represented the Company in numerous investor relations activities with non-deal roadshows, conferences, investor meetings and analyst interactions. • Supported strategic initiatives by evaluating opportunities, providing financial analysis and integration planning, conducting due diligence and overseeing business strategy. • Negotiated significant cost savings across strategic contracts with key business partners and oversaw negotiations of business terms. • Oversaw high performing Accounting, Finance, Technology, Operations and Administrative functions that successfully navigated first year of SOX compliance and classification as a Large Accelerated Filer. • Serve as an ambassador of Victory’s culture. | Exceptional Performance | | Overall Evaluation | | | Exceptional Performance |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| Nina Gupta: Chief Legal Officer and Head of Human Resources Administration | | | | | Reporting to our President, Chief Financial Officer and Chief Administrative Officer, our Chief Legal Officer and Head of Human Resources Administration is responsible for leading our global legal and compliance functions and for working with our other executives in supporting our human resources programs. Ms. Gupta has dotted line reporting to the Chairman and Chief Executive Officer. | | | | | 2024 Performance Assessment | | | | | Performance Component | Relative Weight for NEO Compensation Decision-Making | 2024 Performance Highlights | Compensation Committee’s Assessment versus Expectations | | Financial Performance | Significant | Supported financial and profitability performance by: • Assisting with the capital management strategy through dividends, share buybacks; and investment realization by our private equity shareholders resulting in significant reduction of private equity ownership. • Managing legal spending in a disciplined, cost-effective manner. • Looking for opportunities to minimize expenses and realize cost savings and improve efficiency through technology. | Exceptional Performance | | Strategic Performance | Most Significant | • Key executive in the Amundi transaction; led efforts surrounding due diligence, negotiations and integration. • Sought opportunities to efficiently allocate personnel, consolidate vendors and service providers, and generate expense synergies in conjunction with the Amundi transaction. • Assisted with timely submission of key regulatory filings and the satisfaction of various conditions necessary for closing of the Amundi transaction. • In connection with the Amundi transaction, assisted the Company’s UK subsidiary in obtaining regulatory approvals for portfolio management in the UK. • With respect to distribution and marketing initiatives: • Assisted with launches of new products and vehicles and helped with evaluations of new product ideas. • Actively partnered with prospects, clients and internal teams on RFPs, due diligence, and client onboarding activities. • Assisted with regulatory examinations of the Company and its registered funds. • Ensured compliance with new SEC, FINRA and DOL rules applicable to Victory’s business. | Exceptional Performance |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| 2024 Performance Assessment | | | | | Performance Component | Relative Weight for NEO Compensation Decision-Making | 2024 Performance Highlights | Compensation Committee’s Assessment versus Expectations | | | | • Assisted the Company with the first year of SOX compliance and classification as a Large Accelerated Filer. • Contributed to various technology, data security and product initiatives, including a new framework for an Artificial Intelligence Acceptable Use Policy. • Negotiated significant strategic contracts with key business partners. • Oversaw and assisted with key litigation involving the Company. • Worked closely with the Mutual Fund Board of Trustees in connection with legal and compliance matters. • Supported acquisition activities by providing legal advice, conducting due diligence, and drafting and reviewing documents. • Served as an ambassador of Victory’s culture; support activities of several Employee Resource Groups (ERGs). | | | Overall Evaluation | | | Exceptional Performance |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| Mannik Dhillon: President, Investment Franchises and Solutions; Head of Product and Strategy | | | | | Reporting to our Chief Executive Officer, the President, Investment Franchises and Solutions and Head of Product and Strategy serves as a strategic resource to our independent investment franchises and is responsible for leading our Solutions and VictoryShares ETF platform and our product development, management and strategy efforts. | | | | | 2024 Performance Assessment | | | | | Performance Component | Relative Weight for NEO Compensation Decision-Making | 2024 Performance Highlights | Compensation Committee’s Assessment versus Expectations | | Investment Performance | Significant | In 2024, with responsibilities leading our Investment Franchises and Solutions platform, which includes our ETF platform, investment results across strategy and asset class types generated strong overall investment performance, including: • 79% of the Company’s strategies by AUM had returns in excess of their respective benchmarks over a ten-year period, 73% over a five-year period and 59% over a three-year period. • 66% of our AUM in mutual funds and ETFs was rated four and five stars overall by Morningstar. | Meets Expectations |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| 2024 Performance Assessment | | | | | Performance Component | Relative Weight for NEO Compensation Decision-Making | 2024 Performance Highlights | Compensation Committee’s Assessment versus Expectations | | Financial Performance | Significant | Supported financial and profitability performance by: • Managing Solutions and Product expenses in a disciplined, cost-effective manner. • Significant reduction in indexing expenses associated with our rules-based ETFs. • Identifying and executing on rationalization opportunities to eliminate unprofitable products. • Successful renewal of 529 mandate for significant pool of revenue and assets with a third party. • Significant improvement in fulcrum fees year over year. | Exceeds Expectations | | Strategic Performance | Most Significant | • ETF net inflows exceeded +$2 billion and ETF platform surpassed $10 billion in AUM. • Led the launch of four new ETF including our first ETF to partner two franchises together. • Led the launch of Collective Investment Trusts (CITs) for two of our Investment Franchises. • Led product rationalization to better allocate resources for the product platform. • Supported multiple franchises on product changes. • Supported acquisition activities by providing investment and product insight, conducting due diligence, and positioning the strength of Victory’s platform. • Serve as an ambassador of Victory’s culture. | Exceptional Performance | | Overall Evaluation | | | Exceeds Expectations |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
Our Compensation Committee’s determinations of 2024 total incentives for each of our NEOs and the allocation of their 2024 total incentive between cash and equity components is shown below. These incentive amounts recognize that:
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| • | Our CEO and Company performed at an “Exceptional Performance” level in 2024, with investment performance rated as “Meets Expectations”, financial performance rated at “Exceptional Performance” and strategic performance rated at “Exceptional Performance”. |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| • | Our Compensation Committee continues its long-standing approach of balancing the need to provide shareholders with superior financial returns and to provide employees with competitive compensation. |
Compensation Committee’s Use of Judgement in Determining Incentive Payouts
| | 2024 | | | | | | | Base Salary | Incentives | | | Total Annual Compensation | | NEO | | Cash Bonus | Victory RSAs | Total | | | David C. Brown | 600,000 | 3,180,000 | 9,820,000 | 13,000,000 | 13,600,000 | | Michael D. Policarpo | 450,000 | 1,540,000 | 4,750,000 | 6,290,000 | 6,740,000 | | Nina Gupta | 400,000 | 1,200,000 | 1,750,000 | 2,950,000 | 3,350,000 | | Mannik S. Dhillon | 325,000 | 900,000 | 1,100,000 | 2,000,000 | 2,325,000 |
Post-Employment Compensation
Post-Employment Compensation Qualified Retirement Plans We offer a tax-qualified 401(k) defined contribution plan covering substantially all of our U.S. employees, including our NEOs. Eligible employees may make voluntary pre-tax and post-tax contributions to the 401(k) plan and, for employees who have completed at least one year of service, are eligible for matching company contributions in an amount equal to 100% of the first 6% of the employee’s eligible compensation contributed to the plan. The 401(k) plan also permits discretionary company contributions. All contributions to the 401(k) plan are subject to certain limitations under the Internal Revenue Code. Nonqualified Deferred Compensation Plan Messrs. Brown, Policarpo, Dhillon and Ms. Gupta currently participate in the Victory Capital Management Inc. Deferred Compensation Plan, or the NQDC Plan, a nonqualified deferred compensation plan maintained by us primarily for the benefit of a select group of management or highly compensated employees. Pursuant to the NQDC Plan, participants may elect to defer up to 100% of their base compensation and cash incentive compensation. The Company may provide a matching contribution, up to a limit, and may also provide a discretionary contribution. A participant is 100% vested in their deferral contributions when contributed and 100% vested in our matching contributions after three years of continuous service. All of our NEOs are fully vested in their NQDC account balances as they have met the vesting criteria of three years of continuous service. Change In Control and Severance Provisions We believe that the possibility of a change in control creates uncertainty for our NEOs regarding their continued employment, because such transactions frequently result in senior management changes. Change in control protections help to alleviate these concerns, allowing executives to focus their attention on growing our business. In addition, these protections encourage executives to remain with us during the threat or negotiation of a change in control transaction, which preserves our value and the potential benefit to be received by our shareholders in the transaction. We also believe that protection against an involuntary termination (even outside of the change in control context) helps us remain competitive given the challenge of recruiting qualified individuals to fill our senior executive roles. We have entered into an employment agreement with Mr. Brown, which provides for certain payments to be made in connection with certain terminations of employment and/or a change in control. In addition, Mr. Policarpo, Ms. Gupta and Mr. Dhillon are eligible to receive severance pursuant to our severance plan in connection with certain terminations of employment. Except as may otherwise be provided in an employment agreement, restricted shares under the Amended and Restated 2018 Stock Incentive Plan (“2018 Stock Incentive Plan”) are not subject to accelerated vesting upon a change in control and will generally be forfeited upon a termination of employment for any reason prior to vesting. We do not provide excise tax “gross-ups” to any of our NEOs related to change in control payments. See “—Potential Payments upon a Termination or Change in Control” below for further information. Health and Welfare and Other Benefits Our NEOs are eligible to participate in the employee benefit plans that we offer to our employees generally, including medical, dental, vision, life and accidental death and dismemberment, disability, supplemental life, a health savings account, health and dependent care flexible spending accounts, critical illness and accident benefit plans, as well as commuter benefits and health and wellness rewards. We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our NEOs.
Equity Granting Practices
Equity Granting Practices The Committee does not generally grant stock options and did not grant stock options in 2024. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Stock options or other equity grants could be awarded on an off-cycle basis, including to new hires and in connection with acquisitions. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth information required under SEC rules concerning the compensation paid to our NEOs by the Company in respect of our fiscal year ended December 31, 2024.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | David C. Brown | 2024 | 600,000 | 3,180,000 | 7,699,997 | | | | 114,450 | 11,594,447 | | Chief Executive Officer and Chairman | 2023 | 600,000 | 1,620,000 | 3,384,977 | | | | 295,863 | 5,900,840 | | | 2022 | 600,000 | 4,865,000 | 3,914,992 | | | | 303,418 | 9,683,410 | | Michael D. Policarpo | 2024 | 450,000 | 1,540,000 | 3,999,976 | | | | 55,950 | 6,045,926 | | President, Chief Financial Officer and Chief Administrative Officer | 2023 | 450,000 | 600,000 | 1,464,992 | | | | 231,766 | 2,746,758 | | | 2022 | 450,000 | 2,490,000 | 1,694,973 | | | | 238,524 | 4,873,497 | | Nina Gupta | 2024 | 400,000 | 1,200,000 | 1,349,978 | | | | 63,450 | 3,013,428 | | Chief Legal Officer and Head of Human Resources Administration | 2023 | 400,000 | 800,000 | 1,099,993 | | | | 73,300 | 2,373,293 | | | 2022 | 400,000 | 1,000,000 | 1,099,989 | | | | 110,401 | 2,610,390 | | Mannik S. Dhillon | 2024 | 318,750 | 900,000 | 799,987 | | | | 54,339 | 2,073,076 | | President, Investment Franchises and Solutions; Head of Product and Strategy | 2023 | 300,000 | 700,000 | 649,997 | | | | 55,800 | 1,705,797 |
2024 Summary Compensation Table
| (1) The amounts reported in this column reflect the salary paid for the calendar year listed. Mr. Dhillon’s annual salary increased from $300,000 to $325,000 effective April 1, 2024. |
2024 Summary Compensation Table
| (2) The amounts reported in this column reflect the cash portion of the annual performance incentives earned by each NEO for the listed years. For Mr. Brown, the amount reported includes $600,000 paid pursuant to his employment agreement. See “—Employment Agreement with David C. Brown” below. |
2024 Summary Compensation Table
| (3) The amounts reported in this column represent the aggregate grant date fair value of restricted shares of stock for the listed years, calculated in accordance with FASB Accounting Standards Codification Topic 718, excluding the effect of estimated forfeitures. Amounts shown in this column reflect the market value of the restricted shares using the closing price of a share of our common stock as reported on the Nasdaq on the date of grant, multiplied by the number of shares underlying each award. For information regarding assumptions, factors and methodologies used in our computations pursuant to Topic 718, see Note 15, Share-Based Compensation, to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. |
2024 Summary Compensation Table
| (4) The NEOs do not participate in any Company-sponsored pension plan and did not receive any above-market or preferential earnings on deferred compensation for the listed years. |
2024 Summary Compensation Table
| (5) The amounts reported in this column represent Company matching contributions to the NEO’s 401(k) account and the nonqualified deferred compensation plan, and cash payments in lieu of dividends payable upon vesting of restricted stock granted in 2018. Such dividends were not expected at the time of grant and thus not taken into account in the valuation of the stock award pursuant to Topic 718. |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The Company granted share-based awards to our NEOs in 2024 under our 2018 Equity Incentive Plan, as amended. These grants were made in the first quarter of 2024 in respect of 2023 performance. The following table sets forth information about the share-based awards granted by the Company to each of our NEOs in 2024.
2024 Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value Of Stock and Option Awards ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | David C. Brown | 3/15/2024 | | | | | | | 191,733 | | | 7,699,997 | | Michael D. Policarpo | 3/15/2024 | | | | | | | 99,601 | | | 3,999,976 | | Nina Gupta | 3/15/2024 | | | | | | | 33,615 | | | 1,349,978 | | Mannik S. Dhillon | 3/15/2024 | | | | | | | 19,920 | | | 799,987 |
2024 Grants of Plan-Based Awards
| (1) The amounts reported in this column represent the number of restricted shares granted to our NEOs in 2024. The restricted shares granted to Messrs. Brown and Policarpo vest over four years, with one-fourth of the restricted shares vesting on the anniversary of the grant date for four years after the grant date, subject to continued service. The restricted shares granted to Ms. Gupta and Mr. Dhillon vest over three years, with one-third of the restricted shares vesting on the anniversary of the grant date for three years after the grant date, subject to continued service. |
2024 Grants of Plan-Based Awards
| (2) The amounts shown in this column represent the grant date fair value of the restricted shares, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. Amounts relating to restricted shares reflect the market value of the restricted shares using the closing price of a share of our common stock as reported on Nasdaq on the date of grant, multiplied by the number of shares underlying each award. |
2024 Outstanding Equity Awards at Fiscal Year End
2024 Outstanding Equity Awards at Fiscal Year End The following table sets forth information about the outstanding equity awards to acquire our common shares held by each of our NEOs as of December 31, 2024.
2024 Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#)(1) | Market Value of Shares or Units That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Name | Grant Date | Exercisable (#) | Unexercisable (#) | | | | | | | | | David C. Brown | 3/15/2023 | | | | | | 75,880 | 4,967,105 | | | | | 3/15/2024 | | | | | | 191,733 | 12,550,842 | | | | Michael D. Policarpo | 3/15/2023 | | | | | | 32,841 | 2,149,772 | | | | | 3/15/2024 | | | | | | 99,601 | 6,519,881 | | | | Nina Gupta | 3/15/2023 | | | | | | 24,659 | 1,614,178 | | | | | 3/15/2024 | | | | | | 33,615 | 2,200,438 | | | | Mannik S. Dhillon | 3/15/2023 | | | | | | 14,571 | 953,818 | | | | | 3/15/2024 | | | | | | 19,920 | 1,303,963 | | |
2024 Outstanding Equity Awards at Fiscal Year End
| (1) The restricted shares granted to our NEOs in 2023 vest over three years, with one-third of the restricted shares vesting on the anniversary of the grant date for three years after the grant date, subject to continued service. The restricted shares granted to Messrs. Brown and Policarpo in 2024 vest over four years, with one-fourth of the restricted shares vesting on the anniversary of the grant date for four years after the grant date, subject to continued service. The restricted shares granted to Ms. Gupta and Mr. Dhillon in 2024 vest over three years, with one-third of the restricted shares vesting on the anniversary of the grant date for three years after the grant date, subject to continued service. For a discussion of the terms of vesting upon death, disability, termination by us without cause or by the NEO for good reason, (each term as defined in the applicable equity plan), please see “—Potential Payments Upon Termination or Change in Control” below. |
2024 Outstanding Equity Awards at Fiscal Year End
| (2) The amounts reported in this column reflect the market value of the unvested restricted shares held by our NEOs and reported in the preceding column using the closing price of a Company share as reported on the Nasdaq on December 31, 2024, the last trading day of the year, multiplied by the number of shares underlying each award. |
2024 Options Exercises and Stock Vested
2024 Options Exercises and Stock Vested The following table sets forth information about the value realized by each of our NEOs as a result of restricted shares that vested during the year ended December 31, 2024.
2024 Options Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | David C. Brown | | | 108,125 | 4,342,300 | | Michael D. Policarpo | | | 48,987 | 1,967,318 | | Nina Gupta | | | 37,516 | 1,506,643 | | Mannik S. Dhillon | | | 22,680 | 910,829 |
2024 Options Exercises and Stock Vested
| (1) The amounts shown in this column represent the total number of restricted shares that vested during 2024. |
2024 Options Exercises and Stock Vested
| (2) The amounts shown in this column reflect the value realized upon vesting of the restricted shares as calculated based on the price of a share of our common stock on the vesting date, multiplied by the number of shares underlying each award. The value realized on vesting is pre-tax. |
Pension Benefits
Pension Benefits We do not currently sponsor or maintain any defined benefit pension benefit or retirement benefit plans providing specified retirement payments and benefits for our employees.
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans The NQDC Plan is a nonqualified deferred compensation plan we maintain primarily for the benefit of a select group of management or highly compensated employees. Pursuant to the NQDC Plan, participants may elect to defer up to 100% of their base compensation and cash incentive compensation. In 2024, the Company provided a matching contribution equal to 100% of a participant’s deferral contribution, up to a maximum of the lesser of 5% of compensation in excess of the Internal Revenue Code Section 401(a)(17) limit for the applicable year or $3,000,000 per year. A participant is 100% vested in his or her deferral contributions when contributed and will become 100% vested in our matching contributions and discretionary contributions, to the extent any are made, after three years of continuous service. Each of the NEOs is fully vested in their NQDC balance. While the NQDC Plan permits employer discretionary contributions, no such contribution has been made since the plan’s inception. Deferred amounts and employer contributions are contributed to individual accounts under the NQDC Plan, and participants self-direct the notional investment of deferred contribution accounts in various investment funds. The amounts deferred are adjusted based on the investments chosen by the participant and, therefore, are not above market or preferential. As such, the earnings reported in the table below are not included in the Summary Compensation Table.
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
| Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FY ($) | | David C. Brown | $93,750 | $93,750 | $601,233 | | $6,777,731 | | Michael D. Policarpo | $35,250 | $35,250 | $271,182 | | $2,762,096 | | Nina Gupta | $42,750 | $42,750 | $82,232 | | $1,150,862 | | Mannik S. Dhillon | $33,639 | $33,639 | $57,739 | | $660,079 |
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
| (1) Earnings are net of fees charged to participant accounts. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following summaries describe the potential payments and benefits that we would provide to our NEOs in connection with a termination of employment and/or a change in control. We have entered into an employment agreement with Mr. Brown, which provides for certain payments to be made in connection with certain terminations of employment and/or a change in control. In addition, Mr. Policarpo, Ms. Gupta and Mr. Dhillon are eligible to receive severance pursuant to our severance plan in connection with certain terminations of employment. Our CEO is also entitled to additional vesting of options and restricted shares pursuant to the terms of the 2018 Plan and his award agreements, as well as to distributions pursuant to the NQDC Plan, in connection with certain terminations of employment. Employment Agreement with David C. Brown. Mr. Brown’s employment agreement provides that if his employment is terminated by us without “cause” or by him for “good reason,” each as defined in the employment agreement, subject to his execution of a release of claims, he will be entitled to severance benefits consisting of: (i) an amount equal to two times a fraction, the numerator of which is the sum of the base salary, the annual cash bonus and the annual incentive award (consisting of both the cash and equity components) paid for the preceding two calendar years and the denominator of which is two, payable in eight quarterly installments beginning within 30 days of the termination date; and (ii) continuation of all medical benefits for up to 18 months following termination or an amount equal to the cost of such benefits; and (iii) a payment in respect of accrued but unused vacation and sick days. If the termination is in connection with a change in control, such severance payments will be subject to a modified cutback provision which acts to reduce the amounts payable to Mr. Brown to the extent necessary so that no excise tax would be imposed pursuant to Section 280G of the Internal Revenue Code, but only if doing so would result in Mr. Brown retaining a larger after-tax amount. The employment agreement also provides that, in the event of a termination of employment by us without “cause” within 90 days prior to a “change in control,” as defined in the employment agreement, Mr. Brown will be entitled to accelerated vesting of all equity awards that would have vested as of the date of the change in control but for the termination (or the economic equivalent of such accelerated vesting). In the event of a termination of Mr. Brown’s employment due to death or “disability,” as defined in the employment agreement, he will be entitled to (i) a payment in respect of accrued but unused vacation and sick days, (ii) a prorated annual cash bonus for the year of termination and, (iii) for terminations due to disability, continuation of all medical benefits at no cost for up to 18 months following termination or an amount equal to the cost of such benefits. The employment agreement subjects Mr. Brown to confidentiality restrictions that apply while he is employed with us and indefinitely thereafter, to an inventions assignment commitment, to a non-compete restriction that applies during his employment with us and for one year thereafter, and to a non-solicitation restriction with respect to our customers and employees that applies during his employment with us and for two years thereafter. For additional information regarding Mr. Brown’s employment agreement, see “—Summary Compensation Table—Narrative to Summary Compensation Table—Employment Agreement with David C. Brown” above. Victory Capital Management Inc. Severance Pay Plan. Mr. Policarpo, Ms. Gupta and Mr. Dhillon are participants in the Victory Capital Management Inc. Severance Pay Plan, or the Severance Plan. Pursuant to the Severance Plan, in the event that a participant is terminated involuntarily without “cause,” as defined in the Severance Plan, as part of a restructuring or reduction in force, subject to the execution of a release of claims, the participant will receive a severance payment that will be determined by the plan administrator (currently, Mr. Brown) in accordance with the following guidelines:
Potential Payments Upon Termination or Change in Control
| Benefit Type | Severance Formula | Maximum Payout(2) | | Basic Benefit | Two weeks of pay for each full year of continuous service. | 30 weeks of base salary | | Enhanced Benefit(1) | Four weeks of pay for each full year of continuous service. | 52 weeks of base salary |
Potential Payments Upon Termination or Change in Control
| (1) For Chief Investment Officers, members of senior management and other designated participants. Mr. Policarpo and Mr. Dhillon would be entitled to receive the enhanced benefit. Ms. Gupta would be entitled to receive the greater of the Enhanced Benefit or 52 weeks of pay. |
Potential Payments Upon Termination or Change in Control
| (2) Subject to an additional limitation that the maximum payout may not exceed two times the lesser of (i) the Internal Revenue Code Section 401(a)(17) limit for the applicable year or (ii) the participant’s annualized compensation for the year preceding the year of the termination. |
Potential Payments Upon Termination or Change in Control
The payment schedule for severance benefits under the Severance Plan is determined by the plan administrator, subject to a requirement that all benefits be paid no later than the last day of the second taxable year following the taxable year in which the termination occurs. The Severance Plan provides that the Company has the right to amend, modify, suspend or terminate the plan at any time by formal action by our Board of Directors or by the plan administrator. Vesting of Options and Restricted Shares. For grants made pursuant to the 2018 Plan, upon a termination of employment due to death or “disability,” by us without “cause” or by the NEO for “good reason” (each such term as defined in the 2018 Plan), unvested time-vesting options and restricted shares shall be forfeited. In addition, performance-vesting options and restricted stock will vest under the 2018 Stock Incentive Plan assuming target levels of achievement enumerated in the award agreements upon a termination of employment due to death or “disability,” and based on actual performance measured as of the NEO’s date of termination upon a termination by us without “cause” or by the NEO for “good reason.” Except as may otherwise be provided in an employment agreement, restricted shares under the 2018 Stock Incentive Plan are not subject to accelerated vesting upon a change in control and will generally be forfeited upon a termination of employment for any reason prior to vesting. Nonqualified Deferred Compensation Plan. The NQDC Plan provides that, in the event of a termination due to death or “disability” or a “change in control” (each such term, as defined in the NQDC Plan), a participant will become 100% vested in his accrued but unvested benefits attributable to our matching contributions and discretionary contributions. In addition, the vested balance of a participant’s NQDC Plan account may be distributed to such participant upon his death, disability, separation from service (including retirement) or a change in control event, in each case, as elected by the participant in accordance with the terms of the NQDC Plan, as discussed under “—Summary Compensation Table—Narrative to Summary Compensation Table—Nonqualified Deferred Compensation Plan” above.
Potential Payments Upon Termination or Change in Control
| Name | Compensation Component | Involuntary Termination Not for Cause Within 90 Days Before Change In Control | Disability | Involuntary Not for Cause Termination | For Cause Termination | Good Reason Termination | Death | | David C. Brown | | | | | | | | | | Cash Severance (1) | 18,769,974 | | 18,769,974 | | 18,769,974 | | | | Annual Bonus (2) | | 600,000 | | | | 600,000 | | | Equity Awards (3) | 17,517,947 | | | | | | | | Benefits and Perquisites (4) | 46,672 | 46,672 | 46,672 | | 46,672 | | | | Accrued and unused vacation and sick days | — | — | — | | — | — | | | Total: | 36,334,593 | 646,672 | 18,816,646 | | 18,816,646 | 600,000 | | Michael D. Policarpo | | | | | | | | | | Cash Severance (5) | 450,000 | — | 450,000 | | — | — | | | Equity Awards | | | | | | | | | Benefits and Perquisites: | | | | | | | | | Total: | 450,000 | — | 450,000 | | — | — | | Nina Gupta | | | | | | | | | | Cash Severance (5) | 400,000 | — | 400,000 | | — | — | | | Equity Awards | | | | | | | | | Benefits and Perquisites: | | | | | | | | | Total: | 400,000 | — | 400,000 | | — | — | | Mannik S. Dhillon | | | | | | | | | | Cash Severance (6) | 225,000 | — | 225,000 | | — | — | | | Equity Awards | | | | | | | | | Benefits and Perquisites: | | | | | | | | | Total: | 225,000 | — | 225,000 | | — | — |
Potential Payments Upon Termination or Change in Control
| (1) The amount shown is equal to two times the average of base salary and annual cash bonus and total incentive for the preceding two years. Assuming the termination occurs on December 31, 2024, the two preceding years are 2023 and 2022. |
Potential Payments Upon Termination or Change in Control
| (2) The amount is equal to the annual cash bonus amount. |
Potential Payments Upon Termination or Change in Control
| (3) The amount is equal to the value of all equity awards that would have been unvested as of the date of the change in control but for the termination (or the economic equivalent of such accelerated vesting) assuming the change in control occurs on December 31, 2024. |
Potential Payments Upon Termination or Change in Control
| (4) The amount is equal to 18 months of medical benefits continuation. The amount shown is the estimated cost to the Company for such benefits during the period. |
Potential Payments Upon Termination or Change in Control
| (5) The amount is equal to 52 weeks of base salary. |
Potential Payments Upon Termination or Change in Control
| (6) The amount is equal to 36 weeks of base salary, based on 9 years of service. |
CEO Pay Ratio for 2024
CEO Pay Ratio for 2024 As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our CEO. Methodology for Determining Our Median Employee . In order to identify a median employee, we examined the base salary, cash bonus, stock awards and retirement plan contributions for all Victory employees, excluding the CEO, who were employed by Victory on December 31, 2024. We included all Victory employees, whether employed on a full-time or part-time basis. As permitted under the non-U.S. de minimis exemption, we excluded 6 employees located in jurisdictions outside of the United States (5 in Singapore and 1 in the United Kingdom) which accounted for 5% or less of our total employee population. The median employee was the employee whose compensation as described was at the middle of the list of our U.S. employee population (excluding our CEO). Median Employee Compensation. For purposes of determining the median employee compensation, we used the same methodology we use for Victory’s named executive officers as set forth in the 2024 Summary Compensation Table in this proxy statement in accordance with the requirements of Item 401(c)(2)(x) of Regulation S-K.
CEO Pay Ratio for 2024
| • | The annual total compensation of our CEO, in accordance with SEC rules, included earlier in this Proxy Statement in the “Total” column for 2024 in the Summary Compensation Table, was $11,594,447. |
CEO Pay Ratio for 2024
| • | The annual total compensation of the median employee among all employees (other than our CEO), determined in accordance with SEC rules, was $231,651. |
CEO Pay Ratio for 2024
The ratio of the total annual compensation of our CEO, calculated as described in our Summary Compensation Table, to the annual total compensation of the median employee among all employees, was 50 to 1.
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for David C. Brown 1 ($) | Compensation Actually Paid to David C. Brown 1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Millions) | Adjusted EBITDA ($ Millions) 5 | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (b) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 11,594,447 | 19,805,694 | 3,710,810 | 6,067,471 | 298.07 | 134.31 | 288.9 | 475.6 | | 2023 | 5,900,840 | 7,496,823 | 1,859,996 | 2,316,250 | 152.09 | 117.90 | 213.2 | 418.0 | | 2022 | 9,683,410 | 7,437,748 | 3,741,944 | 2,862,554 | 113.93 | 102.51 | 275.5 | 424.2 | | 2021 | 7,085,179 | 11,253,633 | 3,123,535 | 4,654,152 | 149.74 | 132.06 | 278.4 | 449.0 |
Pay Versus Performance
| 1. | David C. Brown was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance
| 2021 | 2022 | 2023 | 2024 | | Michael D. Policarpo | Michael D. Policarpo | Michael D. Policarpo | Michael D. Policarpo | | Nina Gupta | Nina Gupta | Nina Gupta | Nina Gupta | | | | Mannik S. Dhillon | Mannik S. Dhillon | | | | Kelly S. Cliff | |
Pay Versus Performance
| 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay Versus Performance
| 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |
Pay Versus Performance
| Year | Summary Compensation Table Total for David C. Brown ($) | Exclusion of Change in Pension Value for David C. Brown ($) | Exclusion of Stock Awards for David C. Brown ($) | Inclusion of Pension Service Cost for David C. Brown ($) | Inclusion of Equity Values for David C. Brown ($) | Compensation Actually Paid to David C. Brown ($) | | 2024 | 11,594,447 | — | (7,699,997) | — | 15,911,244 | 19,805,694 | | 2023 | 5,900,840 | — | (3,384,977) | — | 4,980,960 | 7,496,823 | | 2022 | 9,683,410 | — | (3,914,992) | — | 1,669,330 | 7,437,748 | | 2021 | 7,085,179 | — | (749,974) | — | 4,918,428 | 11,253,633 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,710,810 | — | (2,049,981) | — | 4,406,641 | 6,067,471 | | 2023 | 1,859,996 | — | (828,742) | — | 1,284,997 | 2,316,250 | | 2022 | 3,741,944 | — | (1,397,481) | — | 518,090 | 2,862,554 | | 2021 | 3,123,535 | — | (574,980) | — | 2,105,598 | 4,654,152 |
Pay Versus Performance
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for David C. Brown ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for David C. Brown ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for David C. Brown ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for David C. Brown ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for David C. Brown ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for David C. Brown ($) | Total- Inclusion of Equity Values for David C. Brown ($) | | 2024 | 12,787,756 | 2,471,791 | — | 654,697 | — | — | 15,911,244 | | 2023 | 4,065,615 | 623,944 | — | 291,401 | — | — | 4,980,960 | | 2022 | 3,386,828 | (1,104,039) | — | (613,459) | — | — | 1,669,330 | | 2021 | 1,037,865 | 3,211,618 | — | 668,945 | — | — | 4,918,428 |
Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total-Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 3,403,703 | 782,571 | — | 220,368 | — | — | 4,406,641 | | 2023 | 995,383 | 199,554 | — | 90,060 | — | — | 1,284,997 | | 2022 | 1,208,949 | (404,586) | — | (286,273) | — | — | 518,090 | | 2021 | 795,697 | 1,096,223 | — | 213,678 | — | — | 2,105,598 |
Pay Versus Performance
| 4. | The Peer Group TSR set forth in this table utilizes the peer group established in the stock performance graph included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which is required by Item 201(e) of Regulation S-K. This Peer Group was updated in 2024 to remove Eaton Vance which was acquired by Morgan Stanley and ceased trading publicly on March 1, 2021. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Custom Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance
| 5. | We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024 and 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
Pay Versus Performance
NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years. Description of Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the four most recently completed fiscal years to that of the Custom Peer Group over the same period. Most Important Financial Performance Measure The Company considers Adjusted EBITDA to have been the most important financial performance measure in linking Compensation Actually Paid to our PEOs and other NEOs for 2024 to Company performance. Please refer to Appendix A for the Company’s supplemental Non-GAAP financial information.

DEF 14A of Victory Capital Holdings, Inc.

Corporate Governance Guidelines

PROPOSAL 1: ELECTION OF CLASS I DIRECTORS

General

Nominees for Class I Directors

Information Regarding the Class I Director Nominees and the Other Members of the Board of Directors

Class I Director Nominees

Class I Director Nominees

Other Members of the Board of Directors

Other Members of the Board of Directors

Additional Information Regarding the Class I Director Nominees

Additional Information Regarding the Other Members of the Board of Directors

Additional Information Regarding the Other Members of the Board of Directors

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Company Overview: 2024 Financial Performance and Strategic Performance

2024 Executive Pay Decisions

Key 2024 Executive Compensation Program Actions

Overall Business Objectives, Pay Objectives and Pay Decision-Making

Overall Business Objectives, Pay Objectives and Pay Decision-Making

Executive Compensation Program Principles

Compensation Program Governance

Role of the Compensation Committee

Role of the Independent Compensation Consultant

Competitive Market Information

Competitive Market Information

Competitive Market Information

Competitive Market Information

Competitive Market Information

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

Post-Employment Compensation

Equity Granting Practices

2024 Summary Compensation Table

2024 Summary Compensation Table

2024 Summary Compensation Table

2024 Summary Compensation Table

2024 Summary Compensation Table

2024 Summary Compensation Table

2024 Summary Compensation Table

2024 Grants of Plan-Based Awards

2024 Grants of Plan-Based Awards

2024 Grants of Plan-Based Awards

2024 Grants of Plan-Based Awards

2024 Outstanding Equity Awards at Fiscal Year End