DEF 14A of TPG Inc.
Filed Apr 23, 2025 · FY20240001193125-25-091415
ITEM 1. ELECTION OF DIRECTORS
ITEM 1. ELECTION OF DIRECTORS Our board of directors is currently composed of 13 directors, including nine management directors and four independent directors, each of whom is nominated for election or re-election, as applicable, at the Annual Meeting. Pursuant to the Nasdaq Global Select Market (“Nasdaq”) listing standards, as a controlled company we are not required to have a majority of independent directors on our board. Our management directors are Mr. Coulter, Mr. Winkelried, Mr. Sisitsky, Ms. Vazquez-Ubarri, Mr. Davis, Mr. Raj, Mr. Rhodes, Mr. Sarvananthan and Mr. Trujillo. Our independent directors are Mr. Bright, Ms. Cranston, Ms. Elsesser and Ms. Messemer. One of our founders (“Founders”), Mr. Coulter, serves as the Executive Chair of our board of directors. Consistent with our institutional commitment to good governance, we have established a clear and definite plan for both Founder succession and our long-term corporate governance transition to oversight by a majority independent board of directors. See “Corporate Governance—Corporate Governance Overview—Our Governance Plan.” As previously disclosed, as part of the transition to oversight by a majority independent board, each of Ms. Maya Chorengel, Mr. Jonathan Coslet and Mr. Jack Weingart stepped down from our board of directors on December 20, 2024. Mr. David Bonderman, a founder of the Company, passed away on December 11, 2024. Our directors serve for one-year terms and are elected by the plurality of the votes cast by the holders of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. Each director will serve until our next annual meeting and until his or her successor has been duly elected, or until his or her earlier death, resignation or removal. See “Corporate Governance—Board Composition—Director Nomination and Election Process.”
ITEM 1. ELECTION OF DIRECTORS
| The following biographical information about each director nominee highlights the particular experience, qualifications, attributes and skills possessed by such director nominee that led the board of directors to determine that he or she should serve as a director. Our board of directors unanimously recommends that stockholders vote “FOR” the election of each of the following 13 director nominees. |
Our Director Nominees
Our Director Nominees
Our Director Nominees
| Age 65 Committees Executive Committee | James Coulter Founder, Executive Chair and Director James G. (“Jim”) Coulter has been a member of our board of directors since TPG Inc.’s inception. Mr. Coulter has served as a Founding Partner of TPG since 1992, as well as serving, at various points, in roles including Executive Chair and Co-Chief Executive Officer of TPG, Managing Partner of TPG Capital, Managing Partner of TPG Rise Climate, Co-Managing Partner of The Rise Funds, and served on the TPG Holdings Committee (as well as its predecessor committee) from its inception until the IPO. He has been a controlling stockholder of TPG since its formation in 1992. Mr. Coulter has previously served on the boards of various public companies, including Continental Airlines, America West Airlines, Northwest Airlines, Seagate Technology Holdings plc, J.Crew Group, Inc., Lenovo Group Limited and MEMC Electronic Materials, Inc. Throughout Mr. Coulter’s career, he has served on numerous other private company, advisory, academic and charitable boards. Mr. Coulter received a Bachelor of Arts degree from Dartmouth College, where he graduated summa cum laude, and an M.B.A. from the Stanford Graduate School of Business, where he was named an Arjay Miller Scholar. |
Our Director Nominees
| Age 65 Committees Executive Committee (Chair) | Jon Winkelried Chief Executive Officer and Director Jon Winkelried has been a member of our board of directors since TPG Inc.’s inception. Mr. Winkelried has been the Chief Executive Officer of TPG since 2021 and has been a Partner and was the Co-Chief Executive Officer of TPG since 2015. In addition, he served on the TPG Holdings Committee (as well as its predecessor committee) from its inception. Mr. Winkelried has served within the last five years on the board of McAfee Corp, then a public company. Mr. Winkelried also currently serves as a director on the boards of various private companies, including Delos Living LLC, MX Technologies and Creative Planning, LLC. He serves on the board of trustees at Vanderbilt University and previously served on the board of trustees at the University of Chicago. Beginning in 1982, Mr. Winkelried spent more than 27 years with the Goldman Sachs Group, Inc. in various roles, including as a Partner from 1990 to 2009, President and Co-Chief Operating Officer from 2006 to 2009, as a member of the board of directors from 2006 to 2009, as a longstanding member of Goldman’s management committee, partnership committee and capital committee, and as the Founding Chairman of its business practices committee. Prior to joining TPG in 2015, Mr. Winkelried managed JW Capital Partners with investments across a range of industries including technology, real estate, healthcare and natural resources from 2010 to 2013 and was a Strategic Advisor and Partner at Thrive Capital, a New York-based venture capital firm focused on technology investing from 2013 to 2015. Mr. Winkelried received a Bachelor of Arts degree from the University of Chicago and an M.B.A. from the Graduate School of Business at the University of Chicago. |
Our Director Nominees
| Age 53 Committees Executive Committee | Todd Sisitsky President and Director Todd Sisitsky has been a member of our board of directors and has served as our President since TPG Inc.’s inception. Mr. Sisitsky has served as Managing Partner of TPG Capital in the United States and Europe since 2015, where he co-leads the firm’s investment activities in the healthcare services, pharmaceuticals and medical device sectors. He has played leadership roles in connection with TPG’s investments in Allogene Therapeutics, Adare Pharmaceuticals, Aptalis, Biomet, Ellodi Pharmaceuticals, Fenwal, Healthscope, Immucor, IQVIA Holdings, Inc. (and predecessor companies IMS Health and Quintiles), Monogram Health, Par Pharmaceutical and Surgical Care Affiliates. With respect to public company directorships, Mr. Sisitsky currently serves on the boards of directors of IQVIA Holdings, Inc. and Allogene Therapeutics, Inc. and has, within the last five years, served on the boards of Convey Health Solutions, Inc. and Endo International plc. He also serves on the boards of directors of Confluent Medical Technologies and Monogram Health, both private companies. He received a Bachelor of Arts degree from Dartmouth College, where he graduated summa cum laude, and an M.B.A. from the Stanford Graduate School of Business, where he was an Arjay Miller Scholar. Mr. Sisitsky serves on the board of directors of the international non-profit Grassroot Soccer and the Board of Trustees at Dartmouth College. | | Age 48 Committees Executive Committee | Anilu Vazquez-Ubarri Chief Operating Officer and Director Anilu Vazquez-Ubarri has been a member of our board of directors since TPG Inc.’s inception. Ms. Vazquez-Ubarri served as Chief Human Resources Officer from TPG Inc.’s inception until September 2023, at which point she transitioned to Chief Operating Officer. Ms. Vazquez-Ubarri is a Partner of TPG and also served on the TPG Holdings Committee until the IPO. She is a founding member and executive sponsor of TPG NEXT, the firm’s strategy to seed and accelerate the growth of investment firms owned by emerging managers. Ms. Vazquez-Ubarri currently serves on the board of directors of the public company Upwork, Inc. and has, within the last five years, served on the board of directors of TPG Pace Beneficial II Corp, then a public company. Ms. Vazquez-Ubarri also currently serves on the board of directors of Greenhouse Software, Inc., a private company, and certain non-profit organizations, including the Vera Institute of Justice and the Charter School Growth Fund. Prior to joining TPG in 2018, Ms. Vazquez-Ubarri worked at Goldman Sachs from 2007 until 2018, where she was most recently the firm’s Global Head of Talent and Chief Diversity Officer. Prior to Goldman Sachs, Ms. Vazquez-Ubarri was an associate at Shearman & Sterling LLP in the Executive Compensation & Employee Benefits group from 2002 to 2007. Ms. Vazquez-Ubarri received a Bachelor of Arts degree in History and Latin American Studies, cum laude, from Princeton University and a J.D. from Fordham University School of Law. |
Our Director Nominees
| Age 61 Committees Executive Committee | Kelvin Davis Director Kelvin Davis has been a member of our board of directors since TPG Inc.’s inception. Mr. Davis has been with TPG since 2000 and is the Founder and Co-Head of TPG Real Estate. From 2000 to 2009, Mr. Davis led TPG’s North American Buyout Group, encompassing investments in all non-technology industry sectors. Mr. Davis has, within the last five years, served on the board of TPG RE Finance Trust, Inc., a public company. Mr. Davis has also served on the boards of various private companies, including Catellus Development Corporation and Arlington Business Parks LP. Prior to joining TPG in 2000, Mr. Davis was President and Chief Operating Officer of Colony Capital, LLC, a private international real estate investment firm based in Los Angeles, which he co-founded in 1991. Mr. Davis earned a Bachelor of Arts degree in Economics from Stanford University and an M.B.A. from Harvard Business School, where he was a Baker Scholar, a John L. Loeb Fellow and a Wolfe Award recipient. He is also a long-time director, and past chairman, of Los Angeles Team Mentoring, Inc., a charitable mentoring organization, and is a trustee of the Los Angeles County Museum of Art. | | Age 46 Committees Executive Committee | Nehal Raj Director Nehal Raj has been a member of our board of directors since December 2023. Mr. Raj is a Co-Managing Partner of TPG Capital and Co-Managing Partner of TPG Tech Adjacencies. Mr. Raj co-leads TPG’s investment activities in software and enterprise technology across its private equity platforms. Mr. Raj has, within the last five years, served on the boards of C3.ai, Inc. and Zscaler, Inc., both public companies and on the board of AfterNext HealthTech Acquisition Corp., then a public company. Mr. Raj also currently serves on the boards of various private companies, including Boomi, Digital.ai, Kaseya, Lyric, New Relic, Nintex, Planview and WellSky, and previously served on the boards of CCC Information Services, Intergraph, IMS Health and Wind River. Prior to joining TPG in 2006, Mr. Raj was an investor at Francisco Partners and worked in the Technology M&A group at Morgan Stanley. Mr. Raj received a Bachelor of Arts degree in Economics, with distinction, and a Master of Science degree in Industrial Engineering from Stanford University, where he graduated Phi Beta Kappa, and an M.B.A. from Harvard Business School, where he was a Baker Scholar. He currently serves on Stanford University’s H&S Council and Undergraduate Cabinet, the HBS Fund Council, the Board of Trustees of San Francisco University High School and the Board of the Gasol Foundation. |
Our Director Nominees
| Age 50 Committees Executive Committee | Jeffrey Rhodes Director Jeffrey Rhodes has been a member of our board of directors since December 2023. Mr. Rhodes joined TPG in 2005. He is a Co-Managing Partner of TPG Capital and Co-Managing Partner of TPG Healthcare Partners. Mr. Rhodes co-leads TPG Capital’s healthcare group and investment activities in healthcare services, healthcare IT, pharmaceutical and device sectors. Mr. Rhodes currently serves on the board of directors of LifeStance Health Group, Inc., a public company, and has within the last five years served on the board of AfterNext HealthTech Acquisition Corp., then a public company. He is also on the boards of the following private companies: BVI Medical, Covetrus, Lyric, Pediatric Associates, Troon Golf and WellSky. Mr. Rhodes received a Bachelor of Arts degree in Economics from Williams College, where he graduated summa cum laude, and an M.B.A. from Harvard Business School, where he was a Baker Scholar. He currently serves on the Governing Council of the Wilderness Society and on the Board of Trustees at Williams College. | | Age 50 Committees Executive Committee | Ganendran Sarvananthan Director Ganendran (“Ganen”) Sarvananthan has been a member of our board of directors since TPG Inc.’s inception. Mr. Sarvananthan is the Managing Partner, Co-Head of Asia and Head of the Middle East, Co-Managing Partner of TPG Capital Asia, Co-Head of Southeast Asia and served on the TPG Holdings Committee until the IPO. He joined TPG in 2014 from Khazanah Nasional Berhad, the Government of Malaysia’s strategic investment fund, where he had been since 2004. As the Head of Investments at Khazanah, Mr. Sarvananthan oversaw an investments team based in Kuala Lumpur, Beijing, Mumbai, San Francisco and Istanbul and managed a $31 billion portfolio across the region and was a member of the Management Committee of the firm. Prior to his time at Khazanah, Mr. Sarvananthan worked at UBS Investment Bank in both corporate finance and equity capital markets in their London, Singapore and Hong Kong offices for over seven years. Mr. Sarvananthan received a Bachelor of Laws (LLB) degree from University College London and is qualified as a Barrister at Law in England and Wales. |
Our Director Nominees
| Age 49 Committees Executive Committee | David Trujillo Director David Trujillo has been a member of our board of directors since TPG Inc.’s inception. Mr. Trujillo joined TPG in January 2006. He is the Co-Managing Partner of TPG Growth, Co-Managing Partner of TPG Tech Adjacencies and Managing Partner of TPG Digital Media. Mr. Trujillo leads TPG’s Internet, Digital Media and Communications investing efforts across the firm. Mr. Trujillo led TPG’s historic investments in Airbnb, Astound Broadband, Creative Artists Agency (CAA), Global Music Rights (GMR) and Spotify. Mr. Trujillo currently serves on the board of directors of Uber Technologies, Inc., a public company. He is also on the boards of the following private companies: Calm, Creative Planning, DirecTV, Entertainment Partners, Homrich Berg, Ipsy and MusixMatch. Mr. Trujillo has been a private equity investor in the technology, media and telecom sector for over 25 years, including working at Golder, Thoma, Cressey, Rauner (now known as GTCR, LLC) prior to joining TPG. Mr. Trujillo received a Bachelor of Arts degree in Economics from Yale University and an M.B.A. from the Stanford Graduate School of Business. | | Age 66 Committees Audit Committee Compensation Committee Conflicts Committee (Chair) | Gunther Bright Independent Director Gunther Bright has been a member of our board of directors since July 2022. Mr. Bright, in the last five years, served on the boards of McAfee Corp. and Warburg Pincus Capital I-A Corp, both then public companies. Mr. Bright also serves on the boards of certain non-profit organizations, including as an executive committee member of the Junior Achievement of New York Board of Directors, vice chairman and executive committee member of the Alvin Ailey American Dance Theater Board of Trustees and a member of the Executive Leadership Council. Mr. Bright served as Executive Vice President and General Manager of Global and U.S. Large Enterprises at American Express from 2020 through the end of 2023. Prior to this role, he served as Executive Vice President and General Manager of the U.S. Merchant Services business of American Express from 2014 to 2020. Mr. Bright received his Bachelor of Arts degree in Economics from Pace University and completed an advanced executive management program at the Wharton School of the University of Pennsylvania. |
Our Director Nominees
| Age 77 Committees Compensation Committee (Chair) Conflicts Committee | Mary Cranston Independent Director Mary Cranston has been a member of our board of directors since January 2022. With respect to public company directorships, Ms. Cranston currently serves on the board of The Chemours Company, and has, within the last five years, served on the boards of directors of McAfee Corp. and MyoKardia, Inc., both then public companies, as well as Visa Inc., a public company. In addition, she serves or has served on several private and non-profit boards, including Go Health Urgent Care, Boardspan, Inc., CSAA Insurance, Aretec Inc., Stanford Children’s Health – Lucille Packard Children’s Hospital, Stanford Hospital, Commonwealth Club of California, Catalyst, Inc. and US Rowing. In December 2012, Ms. Cranston retired as the Firm Senior Partner and Chair Emeritus of Pillsbury Winthrop Shaw Pittman LLP, an international law firm. Ms. Cranston holds a Bachelor of Arts degree in Political Science from Stanford University, a J.D. from Stanford Law School and Master of Arts degree in Education from the University of California, Los Angeles. | | Age 58 Committees Audit Committee Compensation Committee | Kathy Elsesser Independent Director Kathy Elsesser has been a member of our board of directors since January 2025. Ms. Elsesser currently serves as a member of the Board of Trustees and the Audit Chair of the Sesame Workshop. She was formerly a Trustee of the Brooklyn Children’s Museum and a Director of the Brooklyn Bridge Park Conservancy. Ms. Elsesser retired from the Goldman Sachs Partnership in 2023 and as a Senior Advisor on January 10, 2025, following more than three decades with the firm, ultimately serving as the Global Chair of the Consumer Retail and Healthcare Groups in the Investment Banking Division (IBD). She was also the Global Chair of Diversity for IBD and a member of the Firmwide Diversity and Partnership Committees. Ms. Elsesser received a Bachelor of Arts degree in management and psychology from Boston College and an M.B.A. in finance and accounting and information systems from the J.L. Kellogg Graduate School of Management at Northwestern University. |
Our Director Nominees
| Age 67 Committees Audit Committee (Chair) Compensation Committee | Deborah M. Messemer Independent Director Deborah M. Messemer has been a member of our board of directors since January 2022. Ms. Messemer currently serves on the boards of PayPal Holdings, Inc. and Allogene Therapeutics, Inc., both public companies. Ms. Messemer is a certified public accountant. She joined KPMG LLP (KPMG), the U.S. member firm of KPMG International, in 1982 and was admitted into the partnership in 1995. Most recently, she served as the Managing Partner of KPMG’s Bay Area and Northwest region until her retirement in September 2018. Ms. Messemer spent the majority of her career in KPMG’s audit practice as an audit engagement partner serving public and private clients in a variety of industry sectors. In addition to her operational and audit signing responsibilities, she has significant experience in SEC filings, due diligence, initial public offerings, mergers and acquisitions and internal controls over financial reporting. Ms. Messemer received a Bachelor of Business Administration degree in accounting from the University of Texas at Arlington. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Pursuant to our Independent Director Compensation Policy, our independent directors receive the following annual compensation:
DIRECTOR COMPENSATION
| • | an annual cash retainer of $150,000, payable quarterly; |
DIRECTOR COMPENSATION
| • | an annual equity award in the form of restricted stock units (“RSUs”) with a value of $150,000 pursuant to the Omnibus Plan (as defined below), which will vest on the one-year anniversary of grant or the next annual stockholder meeting after grant if the director remains a director through such anniversary or the day immediately prior to such meeting; |
DIRECTOR COMPENSATION
| • | an additional annual cash retainer of $15,000 to members of the Audit Committee and $10,000 to members of each of the Compensation Committee and Conflicts Committee; and |
DIRECTOR COMPENSATION
| • | an additional annual cash retainer of $25,000 to the chair of our Audit Committee, $20,000 to the chair of our Compensation Committee and $15,000 to the chair of our Conflicts Committee. The committee chair retainers are in addition to the annual cash retainer that each committee member will receive. |
DIRECTOR COMPENSATION
Our independent directors may elect to receive all or a portion of any cash retainer in shares of the Company’s Class A common stock. In 2024, Mr. Bright elected to receive a portion of his cash retainer in shares of the Company’s Class A common stock. Pursuant to our Independent Director Compensation Policy, upon initial election to our board of directors, our independent directors receive an initial grant of RSUs pursuant to the Omnibus Plan with a value of $300,000, which will vest in three annual installments beginning on the first anniversary of the grant date or each of the next three annual stockholder meetings after grant if the director remains a director through such anniversary or the day immediately prior to each such meeting. We reimburse independent directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors or otherwise in the performance of services to the Company, including travel expenses in connection with their attendance in-person at board and committee meetings and in the performance of services to the Company. Our independent directors in place at the time of the IPO are also entitled to participate in side-by-side investments. For more information about our side-by-side investments, see “Certain Relationships and Related Party Transactions—Certain Other Transactions or Arrangements—Side-By-Side and Other Investment Transactions.” The Compensation Committee approved a share retention policy for our independent directors that requires our independent directors to retain 25% of RSUs and any other shares of the Company granted to them for a two-year period following vesting.
Director Compensation for 2024
Director Compensation for 2024 The following table provides information regarding compensation paid or accrued by us to or on behalf of our independent directors for services rendered to us during 2024. See “—Certain Other Partner Arrangements” for information on compensation paid and distributions of performance allocations to our partners who are also on our board, other than in their capacities as directors.
Director Compensation for 2024
| | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Gunther Bright | 200,000 | 169,075 | — | 369,075 | | Mary Cranston | 205,000 | 165,950 | — | 370,950 | | Deborah Messemer | 210,000 | 165,950 | — | 375,950 |
Director Compensation for 2024
| (1) The amounts reported in this column represent the amounts paid or accrued in 2024 of: the annual cash retainer of $150,000 for serving on our board of directors, cash retainers of $15,000, $10,000 and $10,000 for serving on our Audit Committee, Compensation Committee and Conflicts Committee (respectively); and cash retainers of $25,000 for serving as chair of our Audit |
Director Compensation for 2024
| Committee (in the case of Ms. Messemer), $20,000 for service as chair of our Compensation Committee (in the case of Ms. Cranston) and $15,000 for serving as chair of our Conflicts Committee (in the case of Mr. Bright). All retainers are payable in four quarterly installments. In 2024, Mr. Bright elected to receive $200,000 of his cash retainer in stock, resulting in his receipt of 3,942 shares of Class A common stock. |
Director Compensation for 2024
| (2) On July 15, 2024, Mr. Bright and Mses. Cranston and Messemer each received a grant of 3,592 RSUs that represents their annual grant through the Company’s 2025 annual meeting of stockholders. Each of the annual RSUs will settle on July 15, 2025, if the director continues to serve on our board through the day before the annual meeting. The amounts reported in this column reflect the aggregate grant date fair value of the annual grant of RSUs and the aggregate incremental grant date fair value of the shares received by Mr. Bright in lieu of a portion of his 2024 cash retainer over the value of the cash retainer amount. In accordance with the Director Compensation Table disclosure rules, the grant date fair value of RSUs is determined in accordance with ASC 718. This differs from the value of the RSUs described above, which was determined by dividing the dollar value by the volume weighted average price for the ten-trading day period prior to and including the grant date. |
Director Compensation for 2024
As of December 31, 2024, our independent directors held the following outstanding and unvested equity awards:
Director Compensation for 2024
| Name | RSUs | | Gunther Bright | 7,655 | | Mary Cranston | 6,982 | | Deborah Messemer | 6,982 |
Overview of Compensation Philosophy
| • | Pay-for-Performance. Our compensation program is intended to yield significant value for our people if our performance and growth expectations are met. We follow a “value-for-performance” philosophy with total compensation weighted toward long-term incentive-focused components. In furtherance of that philosophy, our incentive compensation program in 2024 included equity awards granted after a comprehensive assessment of performance considerations. |
Role of Compensation Consultant
Role of Compensation Consultant In 2024, our Compensation Committee engaged Semler Brossy to assist with its compensation review of our CEO and Executive Chair and to provide independent input, analysis and guidance on various components of our compensation program. In connection with such review, Semler Brossy provided our Compensation Committee with market compensation data and information on best practices, including with respect to business and talent strategy, review of total annual incentive compensation for our CEO and Executive Chair, updates on key governance and stakeholder considerations, compensation risk assessment, stock ownership policies and equity award design. We did not benchmark or set our NEO compensation for 2024 by reference to the compensation of a peer group of companies, and we do not expect to start benchmarking or setting our NEO compensation by reference to the compensation of a peer group of companies.
Elements of 2024 Compensation of Named Executive Officers and Return on Equity
Elements of 2024 Compensation of Named Executive Officers and Return on Equity Our NEOs are compensated through a combination of base salary, equity awards and distributions and certain benefits and perquisites. Prior to the IPO, our equity awards have been in the form of partnership interests. As a public company and in 2024, our NEOs participated in programs with respect to both partnership interests and stock awards with respect to shares of the Company. Our NEOs also hold TPG Partner Units and RemainCo interests, both deriving from TPG Partner Holdings interests as part of our Reorganization in conjunction with the IPO. We consider the distributions on these interests as an ownership entitlement rather than as an element of our compensation program. The table below summarizes the elements of compensation paid to our NEOs for 2024, as well as return on equity opportunities for our NEOs. We believe that these elements serve the objectives of our compensation philosophy. However, we periodically review the compensation of our key people, including our NEOs, and, from time to time, we may implement new plans or programs or otherwise make changes to the compensation elements relating to our key people, including our NEOs.
Elements of 2024 Compensation of Named Executive Officers and Return on Equity
| | ELEMENTS OF 2024 NEO COMPENSATION: | | FIXED COMPONENT | • Base Salary | | VARIABLE COMPONENTS | • Partnership interest grants (including vintage share awards and investment-specific awards) • Distributions of performance allocations from partnership interests • TPG Inc. stock awards, including RSUs and other long-term incentives, under the Omnibus Plan | | BENEFITS AND PERQUISITES | • Health and welfare plans • Retirement (401(k) plan) • Umbrella liability plan • Additional perquisites • Side-by-side investment opportunities | | | RETURN ON EQUITY | | RETURN ON EQUITY | • Side-by-side investment distributions • Distributions on and reallocations of TPG Partner Units • Distributions on RemainCo interests • Dividends and dividend equivalents on equity |
Platform-Level Program
| • | Vintage Share Awards. Vintage share awards are issued to our people (including our NEOs) annually and provide for eligibility to receive distributions of performance allocations generated by investments made during that calendar year, including related follow-on investments made in subsequent years. Eligibility to receive distributions of performance allocations with respect to vintage share awards is subject to the recipient’s continued provision of services through the applicable vesting or distribution date (whichever is earlier). Vintage share awards generally vest in five equal annual installments, beginning on June 30th of the year of issuance. Vintage share awards issued to our people who have been partners for five or more years at the time of issuance vest in five annual installments, beginning on June 30th of the year of issuance, with 40% vesting during the year of issuance and 15% vesting each year thereafter (referred to as the “senior partner vesting schedule”). Vintage share awards made to our Founders are fully vested upon issuance. Vintage share awards are subject to the terms of the governing partnership agreements to which they relate. |
Platform-Level Program
| • | Discretionary Allocations. Equity interests related to our platform-level program provide for discretionary distributions of performance allocations to holders of such equity interests (including our NEOs) for amounts not otherwise allocated under vintage share awards or investment-specific awards, which arise as a result of reserves, forfeitures or cutbacks. These distributions can be discretionary in a number of ways, including as to amount and terms (including vesting), although there is typically not a separate vesting schedule or a side-by-side investment requirement. In certain instances, discretionary allocations may be reallocated to |
Platform-Level Program
Unvested partnership interests from the platform-level program are generally subject to immediate forfeiture upon termination of service (with or without cause) and distributions pursuant thereto cease. The vesting of partnership interests may be accelerated on a discretionary basis in connection with separations. We also have the right to “cutback” up to 20% of any holder’s potential distributions of performance allocations under the platform-level program at our discretion. Generally, this has only been applied with respect to performance allocations that would be distributed following termination of a holder’s services. Further, holders of partnership interests from our platform-level program are subject to restrictive covenants, violation of which can result in forfeiture of partnership interests and the termination of distributions of performance allocations. Distributions received under the platform-level program are generally subject to “clawback” in the event that a fund has made distributions of performance allocations to its general partner in excess of the general partner’s ultimate entitlement based on the performance of the fund as a whole. In the event of a clawback triggering event, holders who received distributions of performance allocations that are subject to clawback are generally required to return such distributions to the applicable general partner and fund. Our NEOs (and, generally, all of our partnership interest holders) are personally subject to the clawback obligation for any distributions of performance allocations they directly receive under the platform-level program. In 2024, vintage share awards were made to each of our NEOs, certain investment-specific awards were made to Mr. Sisitsky, Mr. Weingart and Ms. Vazquez-Ubarri, and discretionary allocations from our platform-level program (which in most cases were made on a pro rata basis) were received by all of our NEOs. Vintage share awards were issued with the following vesting schedules: Mr. Coulter (fully vested at grant); Messrs. Winkelried, Weingart and Sisitsky (the senior partner vesting schedule beginning on June 30, 2024); and Ms. Vazquez-Ubarri (five equal annual installments beginning on June 30, 2024). See the Summary Compensation Table for the distribution amounts to our NEOs with respect to 2024 under the platform-level program, including specific non-pro rata allocations under the discretionary allocation component.
Pool Program
Pool Program Pursuant to our pool program, a portion of performance allocations from profitable fund investments is distributed to our partners (including our NEOs) on a discretionary basis, subject, in each case, to the recipient’s continued provision of services on the distribution date (which may be in the year the investment is realized or a later year) and the terms and conditions of the equity interests on which such performance allocations are distributed. Performance allocations from our pool program are primarily distributed to indirect holders of Promote Units (see “Certain Relationships and Related Party Transactions—Related Persons Transactions—The TPG Operating Group Limited Partnership Agreement” for additional details regarding Promote Units). Similar to discretionary allocations under our platform-level program, the allocation and distribution of performance allocations from our pool program are discretionary in a number of ways, including as to amount and terms (including vesting of the underlying partnership units that provide for the eligibility to participate in the performance allocations). Decisions regarding allocations and distributions may be made throughout a year subject to the availability of previously undistributed realized amounts and the terms of the governing partnership agreements. It is not required that amounts realized with respect to a particular year are distributed with respect to such year, and such amounts may be reserved for distribution with respect to a later year. The total dollar value available to be distributed to the NEOs and other of our people is limited by the total amount of performance allocations available from the performance of our investments, and NEOs and other of our people may or may not be distributed all of the available performance allocations in a given year. As with all other distributions by TPG Operating Group, and unlike distributions of discretionary allocations under our platform-level program, those who receive distributions of performance allocations under the pool program are generally not required to return such distributions in the event that a fund has made distributions of performance allocations to its general partner in excess of the general partner’s ultimate entitlement based on the performance of the fund as a whole (i.e., under a “clawback” scenario), with TPG Operating Group being responsible for satisfying any clawback requirement. Determinations as to the allocation and distribution of performance allocations from our pool program, other than with respect to the total annual incentive compensation decision making for our CEO and Executive Chair, are made by our CEO, taking into consideration team and individual contributions to the business. Our NEOs received distributions of performance allocations from our pool program with respect to 2024. For further discussion on pool program determinations for our NEOs, see “—Determination of 2024 Annual Incentive Compensation of Named Executive Officers.” In accordance with the Summary Compensation Table disclosure rules, distributions of performance allocations from the pool program are reported with respect to the year in which both performance and service obligations are first complete. See the Summary Compensation Table for the distribution amounts to our NEOs with respect to 2024 under the pool program.
RSU Awards
RSU Awards In January 2025, our NEOs received grants of RSUs under the Omnibus Plan with respect to a portion of each NEO’s total annual incentive compensation for services in 2024. These RSUs generally vest in three equal annual installments beginning on the first anniversary of the grant date, subject to the recipient’s continued provision of services to the Company or its affiliates through the vesting date, except in instances of death, disability or termination by the Company or its affiliates without cause. We believe that requiring service-based vesting of a portion of annual compensation through the use of RSUs further enhances the alignment of interests between our NEOs and our stockholders. In accordance with the Summary Compensation Table disclosure rules, the grant date fair value of annual grants of RSUs made in 2025 with respect to 2024 performance (determined in accordance with ASC 718, which may differ from the value of RSUs that are determined by dividing the dollar value of an award by the volume weighted average price for the ten-trading day period prior to and including the grant date) will be reported in the proxy statement for the 2026 annual meeting of stockholders.
Potential for Additional Equity Awards
Potential for Additional Equity Awards The Company may make certain additional equity awards to our NEOs, as permitted under the Omnibus Plan, with terms determined at the discretion of the Company.
Compensation of Chief Executive Officer and Executive Chair
Compensation of Chief Executive Officer and Executive Chair Pursuant to Mr. Winkelried’s employment agreement (referred to as the “Winkelried Agreement”), Mr. Winkelried determines the annual incentive compensation of all TPG partners other than TPG partners who are on the Executive Committee (whose annual incentive compensation is determined by the joint approval of Mr. Winkelried and Mr. Coulter, except that for Mr. Winkelried and Mr. Coulter, total annual incentive compensation is determined by our Compensation Committee). For each fiscal year of the term of the Winkelried Agreement, our Compensation Committee calculates Mr. Winkelried’s total annual incentive compensation, which will be between 85% and 115% of the Baseline Total Annual Incentive Compensation (as described below), subject to the ability of our Compensation Committee to pay above or below these percentages in the event of extraordinary circumstances having a materially favorable or materially adverse impact on the business of TPG. Pursuant to Mr. Coulter’s employment agreement (referred to as the “Coulter Agreement”), Mr. Coulter’s total annual incentive compensation will be set at between 85% and 100% of Mr. Winkelried’s total annual incentive compensation for the applicable year. Following a recommendation by Mr. Winkelried that includes input from our Chief Operating Officer, the Compensation Committee has discretion to select the elements of incentive compensation used to deliver to Messrs. Winkelried and Coulter each of their total annual incentive compensation, provided that for any year, and absent extraordinary circumstances having a materially adverse impact on the business of TPG, neither of their annual incentive from the pool program will be less than the highest standard annual incentive determined for any TPG partner for that year. See “—Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table—Summary of NEO Employment Agreements” for a further description of the Winkelried Agreement and the Coulter Agreement. Mr. Winkelried’s total annual incentive compensation to be determined by the Compensation Committee may be sourced from and includes non-pro rata performance allocations under the discretionary allocation component of our platform-level program, performance allocations from our pool program and grants of RSUs or other equity awards under the Omnibus Plan. Mr. Winkelried’s total annual incentive compensation to be determined by the Compensation Committee excludes: (i) formulaic or pro rata distributions on partnership interests from the platform-level program; (ii) distributions, dividends and dividend equivalents from equity awards under the Omnibus Plan and TPG Partner Units; (iii) the grant date value of TPG Partner Units previously granted to him; and (iv) the reallocation of forfeited TPG Partner Units that are part of a pro rata reallocation to active partners. The Baseline Total Annual Incentive Compensation is the sum of (x) the highest annual incentive from the pool program determined for any TPG Partner (including equity awards granted under the Omnibus Plan as a portion of such annual incentive but excluding any incentive in excess of the standard amounts that are determined in accordance with our customary annual incentive-setting practices); (y) 120% of the average Benchmark Compensation (as described below) of the four highest compensated TPG partners other than Mr. Winkelried and Mr. Coulter; and (z) any other annual award paid to any such four TPG partners that is intended to replace or supplement either or both of DAWPY (as described below) or annual incentives from the pool program. The Benchmark Compensation for each of the four highest paid TPG partners other than Mr. Winkelried and Mr. Coulter consists of, for each partner in a given year: (i) 50% of the average DAWPY received in that year; (ii) 100% of the average combined value of (a) the grant date value of RSUs or other equity awards granted under the Omnibus Plan with respect to that year (but excluding grants made for special, non-recurring reasons, special initial grants of equity awards made to our NEOs and equity awards granted as a portion of standard annual incentive distributions from the pool program) and (b) the ASC 718 expense of any long-term incentive award intended to replace or supplement awards under the Omnibus Plan over a multi-year compensation period; and (iii) any incentive from the pool program to a broad-based group of TPG partners that are in excess of the standard allocations. “DAWPY” refers to the actual “dollars at work” for a TPG partner, as applicable, in the performance allocations of TPG Funds as of the end of a year, calculated in accordance with customary TPG practices. If the Baseline Total Annual Incentive Compensation is calculated prior to the results of the fourth quarter in a given year, DAWPY will be calculated based on the results of the first three quarters and an estimate of the fourth quarter.
Determination of 2024 Annual Incentive Compensation of Named Executive Officers
Determination of 2024 Annual Incentive Compensation of Named Executive Officers Annual incentive compensation decisions are based on a range of factors, including an assessment of individual, team and firm performance, fund profitability and potential to contribute to long-term stockholder value. In late 2024, our CEO assessed the performance of each of our NEOs (other than himself and our Executive Chair), and the Compensation Committee assessed the performance of our Executive Chair and our CEO, in order to determine each NEO’s total annual incentive compensation for 2024. The summaries that follow describe the assessment of performance during 2024 and the resulting total annual incentive compensation decisions. In addition to the performance measures noted below, as an overall indicator of our firm profitability and financial performance, we examine key financial metrics, which inform the total annual incentive compensation for our people, including our NEOs. These metrics include our assets under management (“AUM”), after-tax distributable earnings per share, fee-related earnings (“FRE”), FRE margin (“FRE Margin”) and fund performance. FRE, FRE Margin and after-tax distributable earnings per share are not prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Please see Appendix 1: Reconciliation of Non-GAAP Measures for more information about these metrics. For information on platform-level awards and discretionary allocations from our platform-level program other than as determined by our Compensation Committee, see “—Elements of 2024 Compensation of Named Executive Officers and Return on Equity—Variable Components: Partnership Interests and Performance Allocations—Platform-Level Program.”
Compensation of Chief Executive Officer
Compensation of Chief Executive Officer The Compensation Committee determined that, during 2024, Mr. Winkelried’s leadership, strategic vision, commercial instincts and decision-making improved the quality of our team and enhanced both our brand and the quality of our investment portfolio. The Compensation Committee also considered overall firm profitability and financial performance (as indicated by strong measures of certain key financial metrics such as AUM, after-tax distributable earnings per share, FRE, FRE Margin and fund performance), investment activity, capital formation, external stakeholder engagement, growth of our firm and stewardship of our values, including collaboration, innovation and inclusion. As a result, the Compensation Committee determined that Mr. Winkelried’s total annual incentive compensation would be 115% of the Baseline Total Annual Incentive Compensation, calculated in accordance with the Winkelried Agreement and including the following components:
Compensation of Chief Executive Officer
| | Performance Allocations | Restricted Stock Units(3) | | Annual Incentive Process | $2,000,000(1) | $3,000,000 | | Compensation Committee Process | $9,000,000(2) | $4,831,284 |
Compensation of Chief Executive Officer
| (2) Represents performance allocations to Mr. Winkelried in accordance with his employment agreement from our pool program ($7,000,000) and a non-pro rata allocation from the discretionary allocation component of our platform-level program ($2,000,000). |
Compensation of Chief Executive Officer
| (3) These RSUs were granted in 2025 and therefore do not appear in the Summary Compensation Table for 2024. These amounts represent dollar values awarded to Mr. Winkelried, which were each converted into to a number of RSUs determined by dividing the dollar value by the volume weighted average price for the ten-trading day period prior to and including the grant date. For information about these RSUs, see “—Elements of 2024 Compensation of Named Executive Officers and Return on Equity-Variable Components: TPG Inc. Stock Awards under the Omnibus Plan-RSU Awards.” |
Compensation of Executive Chair
Compensation of Executive Chair The Compensation Committee determined that, during 2024, Mr. Coulter was instrumental to our success as a result of his fundraising efforts, his engagement as a subject matter expert in our industry, his management over the Rise/Rise Climate portfolio, his thought leadership in the industry and his role as an impactful brand ambassador. The Compensation Committee also considered year-over-year comparisons of key performance indicators and certain financial performance measures (including AUM, after-tax distributable earnings per share, FRE, FRE Margin and fund performance) demonstrating the overall financial success of the Company. As a result, the Compensation Committee determined that Mr. Coulter’s total annual incentive compensation would be 109.25% of the Baseline Total Annual Incentive Compensation, calculated in accordance with the Coulter Agreement and including the following components:
Compensation of Executive Chair
| | Performance Allocations | Restricted Stock Units(3) | | Annual Incentive Process | $2,000,000(1) | $3,000,000 | | Compensation Committee Process | $5,000,000(2) | $9,059,980 |
Compensation of Executive Chair
| (2) Represents performance allocations to Mr. Coulter in accordance with his employment agreement from our pool program. |
Compensation of Executive Chair
| (3) These RSUs were granted in 2025 and therefore do not appear in the Summary Compensation Table for 2024. These amounts represent dollar values awarded to Mr. Coulter, which were each converted into to a number of RSUs determined by dividing the dollar value by the volume weighted average price for the ten-trading day period prior to and including the grant date. For information about these RSUs, see “—Elements of 2024 Compensation of Named Executive Officers and Return on Equity—Variable Components: TPG Inc. Stock Awards under the Omnibus Plan-RSU Awards.” |
Compensation of Other NEOs
Compensation of Other NEOs Our CEO assessed the performance of each of our NEOs (other than himself and our Executive Chair) in order to determine each NEO’s total annual incentive compensation for 2024. Our CEO considered a range of factors as part of his assessment process, including company-wide, business unit and individual performance and contributions. As a result, our CEO determined the following total annual incentive compensation for our NEOs, calculated in accordance with Company practice and including the following components:
Compensation of Other NEOs
| NEO | Performance Allocations(1) | Restricted Stock Units(2) | | Mr. Weingart | $2,000,000 | $2,200,000 | | Mr. Sisitsky | $2,000,000 | $3,000,000 | | Ms. Vazquez-Ubarri | $3,360,000 | $840,000 |
Compensation of Other NEOs
| (2) These RSUs were granted in 2025 and therefore do not appear in the Summary Compensation Table for 2024. These amounts represent dollar values awarded to the NEO, which were each converted into to a number of RSUs determined by dividing the dollar value by the volume weighted average price for the ten-trading day period prior to and including the grant date. For information about these RSUs, see “—Elements of 2024 Compensation of Named Executive Officers and Return on Equity—Variable Components: TPG Inc. Stock Awards under the Omnibus Plan—RSU Awards.” |
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation paid to our NEOs for the years ending December 31, 2024, 2023 and 2022. In addition to the amounts reflected in the table below, our NEOs receive distributions from us based on their ownership of TPG Partner Units and RemainCo interests, which are not considered to be compensation by us. For information on these distributions and changes in accounting treatment of TPG Partner Units and RemainCo interests following the IPO, see “—Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table—TPG Partner Holdings Interests.”
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All other compensation ($)(3) | Total compensation ($) | | Jim Coulter | 2024 | 500,000 | — | 32,280,473 | 14,272,783 | 47,053,256 | | Founder and Executive Chair | 2023 | 509,615 | — | 11,587,981 | 24,090,606 | 36,188,202 | | | 2022 | 512,308 | — | 3,074,238 | 18,654,186 | 22,240,732 | | Jon Winkelried | 2024 | 500,000 | — | 17,052,695 | 15,202,021 | 32,754,716 | | Chief Executive Officer | 2023 | 509,615 | — | 184,999,271 | 13,177,040 | 198,685,926 | | | 2022 | 512,308 | — | 1,444,436 | 32,167,200 | 34,123,944 | | Jack Weingart | 2024 | 500,000 | — | 6,760,927 | 10,374,815 | 17,635,742 | | Chief Financial Officer | 2023 | 509,615 | — | 1,867,989 | 11,023,249 | 13,400,853 | | | 2022 | 500,000 | — | 12,119,232 | 27,344,903 | 39,964,135 | | Todd Sisitsky | 2024 | 500,000 | — | 11,953,165 | 9,028,332 | 21,481,497 | | President | 2023 | 509,615 | — | 2,576,733 | 13,251,351 | 16,337,699 | | | 2022 | 500,000 | — | 16,552,758 | 46,858,533 | 63,911,291 | | Anilu Vazquez-Ubarri | 2024 | 500,000 | — | 5,562,530 | 4,545,499 | 10,608,029 | | Chief Operating Officer | 2023 | 509,615 | — | 1,506,017 | 3,423,972 | 5,439,604 | | | 2022 | 500,000 | — | 7,944,100 | 5,183,798 | 13,627,898 |
Summary Compensation Table
| (1) We do not pay, and do not expect to pay, discretionary cash bonuses to our NEOs. NEOs are eligible to receive performance allocations on partnership interests through our platform-level program and pool program. The distributions of performance allocations for services in 2024 are disclosed in the “All Other Compensation” column of the Summary Compensation Table. |
Summary Compensation Table
| (2) With respect to 2024, this column reflects the aggregate grant date fair value, as determined in accordance with ASC 718, of: (i) RSUs granted in 2024 as a portion of total annual incentive compensation for services in 2023 (for Mr. Coulter, $1,165,397; for Mr. Winkelried, $1,165,397; for Mr. Weingart, $1,136,241; for Mr. Sisitsky, $1,165,397; and for Ms. Vazquez-Ubarri, $1,107,125) and (ii) additional RSUs granted in 2024 for services in 2023 (for Mr. Coulter, $6,709,999; for Mr. Winkelried, $4,419,952; for Mr. Weingart, $2,427,861; for Mr. Sisitsky, $3,399,006; and for Ms. Vazquez-Ubarri, $3,399,006) in the discretion of the Compensation Committee. It also reflects the reallocation date fair value, as determined in accordance with ASC 718, of TPG Partner Units that were forfeited by partners and reallocated to our NEOs and other partners in 2024 in accordance with the Seventh Amended and Restated Limited Partnership Agreement of TPG Partner Holdings (for Mr. Coulter, $24,405,078; for Mr. Winkelried, $11,467,346; for Mr. Weingart, $3,196,825; for Mr. Sisitsky, $7,388,762; and for Ms. Vazquez-Ubarri, $1,056,400). The grant date fair value of RSUs was determined based on the closing stock price of TPG’s common stock on the date of grant. For further information about the awards granted in 2024, see the Grants of Plan-Based Awards table, below. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the awards reported, please see the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The value of the RSUs reported in this Summary Compensation Table differs from the value of these RSUs as described in the Compensation, Discussion & Analysis in our proxy statement for 2023, which was not a representation of the ASC 718 value but instead a description of the dollar value awarded, which was converted into a number of RSUs determined by dividing the dollar value by the volume weighted average price for the ten-trading day period prior to and including the grant date. RSUs granted as a portion of total annual incentive compensation for services in 2024 and additional RSUs granted to Mr. Winkelried and Mr. Coulter in the discretion of the Compensation Committee and to other NEOs for services in 2024 as described in the Compensation Discussion and Analysis were granted in 2025 and will be reported in the Summary Compensation Table included in our 2026 proxy statement. For information about the RSUs granted to each of our NEOs for 2024, see “Compensation Discussion and Analysis—Determination of 2024 Annual Incentive Compensation of Named Executive Officers.” |
Summary Compensation Table
| (3) This column reflects distributions of performance allocations from our platform-level program for 2024 to our NEOs as follows: for Mr. Coulter, $7,213,019; for Mr. Winkelried, $6,082,925 (including $2,000,000 in a non-pro rata allocation from the discretionary allocation component as determined by the Compensation Committee); for Mr. Weingart, $8,345,051; for Mr. Sisitsky, $6,998,568; and |
Summary Compensation Table
| for Ms. Vazquez-Ubarri, $1,147,230. This column also includes distributions of performance allocations from our pool program for services in 2024 in the following amounts: for Mr. Coulter, $7,000,000 (including $5,000,000 as determined by the Compensation Committee); for Mr. Winkelried, $9,000,000 (including $7,000,000 as determined by the Compensation Committee); for Mr. Weingart, $2,000,000; for Mr. Sisitsky, $2,000,000; and for Ms. Vazquez-Ubarri, $3,360,000. This column also includes the following amounts related to perquisites in 2024, calculated as the aggregate incremental cost to the Company for each perquisite: for Mr. Coulter, $30,000 for legal services; for Mr. Winkelried, $25,755 for financial planning services and $63,577 for legal services; and for Ms. Vazquez-Ubarri, $25,755 for financial planning services. In 2024, our NEOs had access to aircraft and car services for personal use at no incremental cost to us because they bore the cost. This column also includes the following amounts in 2024 related to umbrella liability insurance premiums: for Mr. Coulter, $2,164; for Mr. Winkelried, $2,164; for Mr. Weingart, $2,164; for Mr. Sisitsky, $2,164; and for Ms. Vazquez-Ubarri, $2,164. This column includes 401(k) plan employer contributions for 2024 in the following amounts: for Mr. Coulter, $27,600; for Mr. Winkelried, $27,600; for Mr. Weingart, $27,600; for Mr. Sisitsky, $27,600; and for Ms. Vazquez-Ubarri, $10,350. In certain instances, the Company may provide resources to family offices of our people, including off-site information technology services, which are at no incremental cost to the Company. For information about family office services arrangements, see “Certain Relationships and Related Party Transactions—Related Person Transactions—Exchange Agreement.” |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table contains information about the equity awards accounted for under ASC 718 granted to our NEOs in 2024, including awards that subsequently have been transferred.
Grants of Plan-Based Awards
| | Grant Date | Estimated future payouts under equity incentive plan awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value or Modification Date Incremental Fair Value of Stock and Option Awards ($)(5) | | Name | | Threshold (#) | Target (#) | Maximum (#) | | | | Jim Coulter | 1/13/2024 | — | — | — | 201,778(1) | $7,875,395 | | | 1/15/2024 | — | — | — | 158,936(2) | $5,702,680 | | | 4/1/2024 | — | — | — | 17,969(2) | $743,628 | | | 4/10/2024 | — | — | — | 81,990(2) | $3,378,190 | | | 10/31/2024 | — | — | — | 48,595(2) | $3,124,659 | | | 11/12/2024 | — | — | — | 179,714(2) | $11,455,921 | | Jon Winkelried | 1/13/2024 | — | — | — | 143,104(1) | $5,585,349 | | | 1/15/2024 | — | — | — | 74,681(2) | $2,679,588 | | | 4/1/2024 | — | — | — | 8,439(2) | $349,245 | | | 4/10/2024 | — | — | — | 38,519(2) | $1,587,064 | | | 10/31/2024 | — | — | — | 22,831(2) | $1,468,033 | | | 11/12/2024 | — | — | — | 84,452(2) | $5,383,416 | | Jack Weingart | 1/13/2024 | — | — | — | 29,112(3) | $1,136,241 | | | 1/13/2024 | | | | 62,205(4) | $2,427,861 | | | 1/15/2024 | — | — | — | 20,820(2) | $747,029 | | | 4/1/2024 | — | — | — | 2,355(2) | $97,459 | | | 4/10/2024 | — | — | — | 10,738(2) | $442,437 | | | 10/31/2024 | — | — | — | 6,368(2) | $409,462 | | | 11/12/2024 | — | — | — | 23,538(2) | $1,500,438 | | Todd Sisitsky | 1/13/2024 | — | — | — | 29,859(3) | $1,165,397 | | | 1/13/2024 | | | | 87,087(4) | $3,399,006 | | | 1/15/2024 | — | — | — | 48,119(2) | $1,726,526 | | | 4/1/2024 | — | — | — | 5,441(2) | $225,169 | | | 4/10/2024 | — | — | — | 24,823(2) | $1,022,769 | | | 10/31/2024 | — | — | — | 14,713(2) | $946,046 | | | 11/12/2024 | — | — | — | 54,408(2) | $3,468,252 | | Anilu Vazquez-Ubarri | 1/13/2024 | — | — | — | 28,366(3) | $1,107,125 | | | 1/13/2024 | | | | 87,087(4) | $3,399,006 | | | 1/15/2024 | — | — | — | 6,880(2) | $246,856 | | | 4/1/2024 | — | — | — | 778(2) | $32,196 | | | 4/10/2024 | — | — | — | 3,548(2) | $146,186 | | | 10/31/2024 | — | — | — | 2,103(2) | $135,223 | | | 11/12/2024 | — | — | — | 7,780(2) | $495,939 |
Grants of Plan-Based Awards
| (1) Represents RSUs granted as part of total annual incentive compensation for 2023 and RSUs granted to Mr. Winkelried and Mr. Coulter in accordance with their employment agreements, see “Compensation Discussion and Analysis—Compensation of Chief Executive |
Grants of Plan-Based Awards
| Officer and Executive Chair.” These interests will vest in three equal installments on each of the first, second and third anniversaries of the date of grant. |
Grants of Plan-Based Awards
| (2) Represents TPG Partner Units allocated in accordance with the Seventh Amended and Restated Limited Partnership Agreement of TPG Partner Holdings upon their forfeiture by a former partner of Partner Holdings. |
Grants of Plan-Based Awards
| (3) Represents RSUs granted as part of total annual incentive compensation for 2023. These interests will vest in three equal installments on each of the first, second and third anniversaries of the date of grant. |
Grants of Plan-Based Awards
| (4) Represents additional RSUs granted for services provided to the Company in 2023. These interests will vest in four equal installments on each of the first, second, third and fourth anniversaries of the date of grant. |
Grants of Plan-Based Awards
| (5) Represents the aggregate grant date fair value of all TPG Partner Units reallocated in 2024 and RSUs granted to NEOs in 2024, calculated in accordance with the ASC 718. The grant date fair value of each award was determined based on the closing stock price of TPG’s common stock on the date of grant. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the awards reported, please refer to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table contains information about the unvested equity awards accounted for under ASC 718 that are outstanding and held by our NEOs as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | Stock Awards | | | | | Name | Grant Date | Number of shares of stock or units that have not vested (#) | Market value of shares of stock or units that have not vested ($)(1) | 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, unit or other rights that have not vested ($)(1) | | Jim Coulter | — | 89,309(2) | 5,413,434 | | | | | — | 687,543(3) | 41,976,019 | | | | | 1/13/2023 | 145,023(4) | 9,113,245 | | | | | 1/13/2024 | 201,778(5) | 12,679,730 | | | | Jon Winkelried | — | 505,040(6) | 30,878,102 | | | | | — | 323,055(7) | 19,726,430 | | | | | 1/13/2023 | 196,503(4) | 12,348,249 | | | | | 11/30/2023 | 2,594,755(8) | 163,054,404 | | | | | 11/30/2023 | 2,919,103(9) | 183,436,433 | 973,030(9) | 61,145,205 | | | 1/13/2024 | 143,104(5) | 8,992,655 | | | | Jack Weingart | — | 818,763(10) | 49,910,213 | | | | | — | 90,059(11) | 5,493,937 | | | | | — | 5,715(12) | 2,689,479 | | | | | 1/13/2022 | 190,678(13) | 11,982,206 | | | | | 1/13/2023 | 25,799(14) | 1,621,209 | | | | | 1/13/2022 | 190,677(15) | 11,982,143 | | | | | 1/13/2024 | 29,112(16) | 1,829,398 | | | | | 1/13/2024 | 62,205(17) | 3,908,962 | | | | Todd Sisitsky | — | 867,499(18) | 52,844,386 | | | | | — | 208,157(19) | 12,708,309 | | | | | — | 8,381(20) | 3,944,099 | | | | | 1/13/2022 | 254,237(13) | 15,976,253 | | | | | 1/13/2023 | 25,799(14) | 1,621,209 | | | | | 1/13/2022 | 254,237(15) | 15,976,253 | | | | | 1/13/2024 | 29,859(16) | 1,876,340 | | | | | 1/13/2024 | 87,087(17) | 5,472,547 | | | | Anilu Vazquez-Ubarri | — | 647,042(21) | 39,642,974 | | | | | — | 29,762(22) | 1,823,466 | | | | | — | 4,429(23) | 2,084,287 | | | | | 1/13/2022 | 127,119(13) | 7,988,158 | | | | | 1/13/2023 | 25,799(14) | 1,621,209 | | | | | 1/13/2022 | 127,117(15) | 7,988,032 | | | | | 1/13/2024 | 28,366(16) | 1,782,519 | | | | | 1/13/2024 | 87,087(17) | 5,472,547 | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) The market value reported for TPG Partner Units has been derived utilizing a per unit value of $62.84, TPG’s closing stock price on December 31, 2024, the last trading day of the 2024 fiscal year, and adjusting it for factors unique to TPG Partner Units, multiplied by the number of unvested TPG Partner Units held by each NEO. The market value reported for RemainCo interests has been derived utilizing a discounted cash flow valuation approach, multiplied by the number of unvested RemainCo interests held by each NEO. The market value of RSUs and PRSUs has been calculated by multiplying the number of unvested RSUs or PRSUs, as applicable, as of December 31, 2024 by $62.84, TPG’s closing stock price on December 31, 2024, the last trading day of the 2024 fiscal year. The unearned PRSUs are shown assuming full performance is satisfied. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Represents TPG Partner Units granted prior to the IPO. These interests vest on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Represents TPG Partner Units allocated in accordance with Partner Holdings’ limited partnership agreement upon their forfeiture by a former partner of Partner Holdings. These interests vest as follows: 79,635 on January 13, 2025; 242,054 on January 13, 2026; 203,475 on January 13, 2027; 162,379 on January 13, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Represents RSUs granted as part of total annual incentive compensation for 2022 and RSUs granted in accordance with employment agreements, see “—Compensation Discussion and Analysis-Compensation of Chief Executive Officer and Executive Chair.” 33% of these interests vest on each of the first, second and third anniversaries of the date of grant. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents RSUs granted as part of total annual incentive compensation for 2023 and RSUs granted in accordance with employment agreements, see “—-Compensation Discussion and Analysis-Compensation of Chief Executive Officer and Executive Chair.” 33% of these interests vest on each of the first, second and third anniversaries of the date of grant. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Represents TPG Partner Units granted prior to the IPO. These interests vest as follows: 238,373 on December 31, 2025; 133,334 on December 31, 2026; and 133,333 on December 31, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Represents TPG Partner Units allocated in accordance with Partner Holdings’ limited partnership agreement upon their forfeiture by a former partner of Partner Holdings. These interests vest as follows: 37,416 on January 13, 2025; 113,739 on January 13, 2026; 95,610 on January 13, 2027; and 76,290 on January 13, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Represents RSUs granted as part of a special purpose equity award. 25% of the RSUs will vest on each of January 13, 2025, 2026, 2027 and 2028, subject to the Mr. Winkelried’s continuous service through the vesting date. For additional information on these RSUs see “—Compensation Discussion and Analysis—Elements of 2024 Compensation of Named Executive Officers and Return on Equity-Variable Components: TPG Inc. Stock Awards under the Omnibus Plan-Previously Granted PRSU Awards.” |
Outstanding Equity Awards at Fiscal Year-End
| (9) Represents PRSUs granted as part of a special purpose equity award. For the service vesting and market-based performance vesting conditions of the PRSUs, see “—Compensation Discussion and Analysis—Elements of 2024 Compensation of Named Executive Officers and Return on Equity-Variable Components: TPG Inc. Stock Awards under the Omnibus Plan-Previously Granted PRSU Awards.” |
Outstanding Equity Awards at Fiscal Year-End
| (10) Represents TPG Partner Units granted prior to the IPO. These interests vest as follows: 294,172 on December 31, 2025; 270,264 on December 31, 2026; 230,420 on December 31, 2027; and 23,907 on December 31, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (11) Represents TPG Partner Units allocated in accordance with Partner Holdings’ limited partnership agreement upon their forfeiture by a former partner of Partner Holdings. These interests vest as follows: 10,435 on January 13, 2025; 31,735 on January 13, 2026; 26,640 on January 13, 2027; and 21,249 on January 13, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (12) Represents RemainCo interests granted prior to the IPO. These interests vest as follows: 2,286 on December 31, 2025; 1,858 on December 31, 2026; 1,142 on December 31, 2027; and 429 on December 31, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (13) Represents RSUs granted in connection with the IPO. 25% of the RSUs vest on each of the second, third, fourth and fifth anniversaries of January 13, 2022. |
Outstanding Equity Awards at Fiscal Year-End
| (14) Represents RSUs granted as part of total annual compensation for 2022. 33% of these interests vest on each of the first, second and third anniversaries of the date of grant. |
Outstanding Equity Awards at Fiscal Year-End
| (15) Represents PRSUs granted in connection with the IPO. The service condition on the PRSUs lapses as to 25% of the shares on each of the second through fifth anniversaries of the grant date, provided that the recipient continues to provide services to the Company or its affiliates through the applicable vesting date. In addition, the performance condition lapses as to 50% of the PRSUs on the first day following the date on which the 30-day volume weighted average trading price of a share of Class A common stock equals or exceeds 1.5x the IPO price per share of Class A common stock and as to 50% of the PRSUs on the first day following the date on which the 30-day volume weighted average trading price of a share of Class A common stock equals or exceeds 2.0x the IPO price per share of Class A common stock (1.5x performance was achieved on March 22, 2024 and 2.0x performance was achieved on October 22, 2024). PRSUs vest when both the applicable service and performance conditions are satisfied. The PRSUs are forfeited if the performance measure is not achieved prior to the fifth anniversary of the grant date, in the case of the 1.5x performance condition, and prior to the eighth anniversary of the grant date, in the case of the 2.0x performance condition. |
Outstanding Equity Awards at Fiscal Year-End
| (16) Represents RSUs granted as part of total annual compensation for 2023. 33% of these interests vest on each of the first, second and third anniversaries of the date of grant. |
Outstanding Equity Awards at Fiscal Year-End
| (17) Represents special purpose RSUs granted for services rendered in 2023. These interests will vest in four equal installments on each of the first, second, third and fourth anniversaries of the date of grant. |
Outstanding Equity Awards at Fiscal Year-End
| (18) Represents TPG Partner Units granted prior to the IPO. These interests vest as follows: 469,342 on December 31, 2025; 177,164 on December 31, 2026; 177,163 on December 31, 2027; and 43,830 on December 31, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (19) Represents TPG Partner Units allocated in accordance with Partner Holdings’ limited partnership agreement upon their forfeiture by a former partner of Partner Holdings. These interests vest as follows: 24,110 on January 13, 2025; 73,292 on January 13, 2026; 61,604 on January 13, 2027; and 49,151 on January 13, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (20) Represents RemainCo interests granted prior to the IPO. These interests vest as follows: 6,024 on December 31, 2025, 786; on December 31, 2026; 785 on December 31, 2027; and 786 on December 31, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (21) Represents TPG Partner Units granted prior to the IPO. These interests vest as follows: 236,931 on December 31, 2025; 181,149 on December 31, 2026; 181,147 on December 31, 2027; and 47,815 on December 31, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (22) Represents TPG Partner Units allocated in accordance with Partner Holdings’ limited partnership agreement upon their forfeiture by a former partner of Partner Holdings. These interests vest as follows: 3,447 on January 13, 2025; 10,484 on January 13, 2026; 8,807 on January 13, 2027; and 7,024 on January 13, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (23) Represents RemainCo interests granted prior to the IPO. These interests vest as follows: 1,858 on December 31, 2025; 857 on December 31, 2026; 857 on December 31, 2027; and 857 on December 31, 2028. |
Stock Vested
Stock Vested The following table contains information about the equity awards accounted for under ASC 718 held by our NEOs that vested during 2024.
Stock Vested
| | Stock Awards | | | Name | Number of shares or units acquired on vesting (#) | Value realized on vesting ($)(1) | | Jim Coulter | 315,560(2) | 17,643,447 | | | 1,032(3) | 485,659 | | | 72,512(4) | 2,865,674 | | Jon Winkelried | 495,450(2) | 29,431,563 | | | 4,098(3) | 1,928,519 | | | 98,253(4) | 3,882,959 | | Jack Weingart | 341,958(2) | 20,617,950 | | | 2,999(3) | 1,411,329 | | | 63,560(5) | 2,511,891 | | | 12,900(4) | 509,808 | | | 31,780(6) | 1,440,587 | | | 31,780(6) | 2,145,150 | | Todd Sisitsky | 842,953(2) | 50,731,990 | | | 12,392(3) | 5,831,675 | | | 84,746(5) | 3,349,162 | | | 12,900(4) | 509,808 | | | 42,373(6) | 1,920,768 | | | 42,373(6) | 2,860,178 | | Anilu Vazquez-Ubarri | 295,337(2) | 18,028,509 | | | 2,857(3) | 1,344,504 | | | 42,373(5) | 1,674,581 | | | 12,900(4) | 509,808 | | | 21,187(6) | 960,407 | | | 21,187(6) | 1,430,123 |
Stock Vested
| (1) The “value realized” upon vesting is based on TPG’s closing stock price on the vesting date, and for TPG Partner Units adjusting it for factors unique to TPG Partner Units, multiplied by the number of vested TPG Partner Units held by each NEO, and for RemainCo interests, utilizing a discounted cash flow valuation approach, multiplied by the number of vested RemainCo interests held by each NEO. |
Stock Vested
| (2) Represents the number of TPG Partner Units that vested in 2024. |
Stock Vested
| (3) Represents the number of RemainCo interests that vested in 2024. |
Stock Vested
| (4) Represents RSUs granted as part of total annual incentive compensation for 2022 that vested in 2024. |
Stock Vested
| (5) Represents RSUs granted in connection with the IPO that vested in 2024. |
Stock Vested
| (6) Represents PRSUs granted in connection with the IPO that service vested and performance vested in 2024. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation for our principal executive officer to the median of the annual total compensation of all our employees (other than our principal executive officer) (the “CEO Pay Ratio”), using certain permitted methodologies pursuant to SEC rules. To determine our CEO Pay Ratio and our median employee, we took the following steps:
Pay Ratio Disclosure
| • | We identified our median employee using data as of December 31, 2024 by examining base salary, annual cash bonus and the dollar value of RSU awards granted for performance year 2024 for all individuals who were employed by us on December 31, 2024, excluding our CEO. We otherwise included all employees, whether employed on a full-time, part-time, seasonal or temporary basis. |
Pay Ratio Disclosure
| • | We did not make any material assumptions, adjustments or estimates with respect to total compensation, other than, consistent with applicable SEC rules, reasonable estimates in the methodology used for non-U.S. employees. We annualized the compensation for all employees hired during 2024. |
Pay Ratio Disclosure
| • | Application of our consistently applied compensation measure, which we believe reasonably reflects annual compensation across our employee base, identified a group of employees with the same total compensation. Among this group, we reviewed the components of each employee’s total compensation and identified as our median employee the employee whose role, tenure and compensation characteristics most reasonably reflects annual compensation across our employee base. |
Pay Ratio Disclosure
| • | After identifying the median employee based on total compensation, we calculated annual total compensation for that employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table in this proxy statement. The annual total compensation of our median employee for 2024 was $286,200. |
Pay Ratio Disclosure
| • | The annual total compensation of our CEO for 2024 was $32,754,716. |
Pay Ratio Disclosure
Due to the flexibility provided in calculating the CEO Pay Ratio under SEC rules, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies. We believe our methodology most accurately reflects the compensation provided to our people in their roles at our Company. Based on the methodology described above, for 2024, our CEO Pay Ratio is 114.4:1.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure Below is information about the relationship between executive “compensation actually paid” to our NEOs and our financial performance, as required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K. The Company became a reporting company in 2022 following the IPO in January 2022. Consistent with the SEC rules, we are not required to provide disclosure for any previous year. Pay-for-performance is a key element of our executive compensation program. The design and philosophy of our program is intended to create a strong link between executive compensation and the interests of our stockholders. A significant portion of the “compensation actually paid” is derived from distributions on equity ownership, including RSUs granted in connection with the IPO to certain of our NEOs. The distributions are aligned with distributions received by our stockholders and other stakeholders on their equity holdings. For further information concerning our pay-for-performance philosophy and how we align executive compensation with the Company’s performance, including through the grant of RSUs as a meaningful component of our compensation program, refer to “—Compensation Discussion and Analysis.” “Compensation actually paid” does not correlate to the total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion and Analysis. Instead, it is a nuanced calculation that includes the increase (or decrease) in value of certain elements of compensation over each the fiscal year, even if granted in a prior year. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the PVP Table below.
Pay Versus Performance Table (“PVP Table”)
Pay Versus Performance Table (“PVP Table”)
Pay Versus Performance Table (“PVP Table”)
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) (2) | Compensation Actually Paid to PEO ($) (3) | Average Summary Compensation Table for Non-PEO Named Executive Officers ($) (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (4) | Net Income ($) (in thousands) | FRE ($) (in thousands) (5) | | 2024 | 32,754,716 | 244,212,688 | 24,194,631 | 64,202,987 | 239.23 | 131.52 | 23,483 | 764,228 | | 2023 | 198,685,926 | 298,150,394 | 17,841,590 | 55,849,226 | 158.86 | 95.30 | 80,090 | 606,331 | | 2022 (1) | 34,123,944 | 35,292,922 | 34,936,014 | 37,004,604 | 97.80 | 77.58 | 92,426 | 453,850 |
Pay Versus Performance Table (“PVP Table”)
| (1) TPG commenced trading in connection with the IPO on January 13, 2022. All changes in fair value as determined pursuant to ASC 718 during the 2022 year and the performance measures of Net Income and FRE are measured from December 31, 2021. The performance measures of total shareholder return and peer group total shareholder return are measured from the date of the IPO through December 31, 2022. |
Pay Versus Performance Table (“PVP Table”)
| (2) For each of 2022, 2023 and 2024, the CEO in the compensation columns is Mr. Winkelried, and NEOs in the compensation columns are Mr. Coulter, Mr. Weingart, Mr. Sisitsky and Ms. Vazquez-Ubarri. |
Pay Versus Performance Table (“PVP Table”)
| (3) “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to our other NEOs (excluding the CEO) reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: |
Pay Versus Performance Table (“PVP Table”)
| Adjustments to Determine “Compensation Actually Paid” | 2022 | | 2023 | | 2024 | | | | PEO ($) | All NEOs (Other than PEO) ($) | PEO ($) | All NEOs (Other than PEO) ($) | PEO ($) | All NEOs (Other than PEO) ($) | | Total Reported in Summary Compensation Table | 34,123,944 | 34,936,014 | 198,685,926 | 17,841,590 | 32,754,716 | 24,194,631 | | Less, for amounts reported under the “stock awards” column in the SCT | 1,444,436 | 9,922,582 | 184,999,271 | 4,384,680 | 17,052,695 | 14,139,274 | | Plus, the fair value of awards granted during covered year that remain unvested as of year-end | 1,262,816 | 9,518,617 | 251,065,762 | 5,723,910 | 22,963,765 | 19,233,386 | | Plus, the change in fair value from the beginning to end of covered year of awards granted prior to covered year that were outstanding and unvested as of year-end | (2,376,329) | (2,315,637) | 17,079,676 | 24,838,720 | 181,661,899 | 21,081,229 | | Plus, the change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | (1,825,108) | (1,176,438) | 10,194,089 | 8,250,334 | 9,527,541 | 9,331,581 | | Plus, the value of any dividends or other earnings paid on stock or options awards in the covered year prior to vesting | 5,552,035(a)(b) | 5,964,630(a)(b) | 6,124,212(a)(b) | 3,579,352(a)(b) | 14,357,462 | 4,501,434 | | “Compensation Actually Paid” | 35,292,922 | 37,004,604 | 298,150,394 | 55,849,226 | 244,212,688 | 64,202,987 |
Pay Versus Performance Table (“PVP Table”)
| (a) Amount includes the value of dividend equivalents paid on unvested RSUs and accrued on unvested PRSUs and the value of distributions on unvested TPG Partner Units and RemainCo interests, in accordance with SEC rules. |
Pay Versus Performance Table (“PVP Table”)
| (b) These amounts have been adjusted from the numbers previously reported in the PVP Table to reflect accrued dividend equivalents on unvested PRSUs and distributions on reallocated TPG Partner Units that were previously inadvertently omitted. |
Pay Versus Performance Table (“PVP Table”)
| (4) We selected the Dow Jones U.S. Asset Managers Index (referred to herein as the “Index”) as our peer group for purposes of this disclosure. This Index is the same performance peer group used in the Company’s stock performance graph reported pursuant to Item 201(e) of Regulation S-K. |
Pay Versus Performance Table (“PVP Table”)
| (5) We have selected FRE as the most important financial performance measure (that is not otherwise required to be disclosed in the table). We use FRE to link compensation paid to the Company’s NEOs for 2022, 2023 and 2024 to the Company’s performance. We believe that measuring FRE is a useful way to analyze Company performance year over year in future pay versus performance disclosure. FRE is not prepared in accordance with U.S. GAAP. For a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure and insight into how this non-GAAP measures is considered by management, please see Appendix 1: Reconciliation of Non-GAAP Measures. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The following discussion illustrates the relationships between the “compensation actually paid” to our PEO and non-PEO NEOs and the various metrics provided for this PvP analysis. As we became a reporting company in 2022, we are not required to provide disclosure for any years prior to 2022.
Shareholder Proposals and Director Nominees, Company Documents and Communications
Shareholder Proposals and Director Nominees, Company Documents and Communications