DEF 14A of StepStone Group Inc.
Filed Jul 25, 2025 · FY20250001193125-25-165420
Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders
Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders Monte M. Brem has served as Chairperson of our board of directors since November 2019. Since August 1, 2023, he has provided consulting services to the Company as Executive Advisor. Previously, he served as the Partnership’s Chief Executive Officer since he co-founded StepStone in January 2007 until he became its Co-Chief Executive Officer in August 2019, serving through December 2021. From January 2022 to July 2023, he served as Executive Chairman of the Company. From 2002 to 2005, prior to co-founding StepStone, Mr. Brem served as Managing Director and Principal and eventually President at Pacific Corporate Group LLC, a private equity investment firm that oversaw approximately $15 billion of commitments from institutional clients. Earlier in his career, Mr. Brem was an Associate at the law firm of Gibson, Dunn & Crutcher LLP, where he focused on complex corporate transactions and corporate governance matters. Mr. Brem received his B.A. from San Diego State University and his J.D. and MBA from the University of San Diego. He is a member of the state bar of California (inactive status). Mr. Brem brings to our board of directors his extensive experience in private markets investments, deep familiarity with our business and the perspective of our former Chief Executive Officer. Valerie G. Brown has served as a member of our board of directors since April 2021. From 2016 to 2019, Ms. Brown served as Executive Chairman of the Board of Directors of Advisor Group, Inc. (now known as Osaic Inc.), a network of independent investment advisors. Prior to that, she was Chief Executive Officer of Cetera Financial Group, a network of independent retail investment advisors, from 2010 to 2014. Prior to joining Cetera Financial Group, Ms. Brown held a number of executive and senior leadership positions at ING Group and ING North America, as well as Taco Bell Worldwide. Ms. Brown currently serves on the Board of Directors of Osaic Inc., AmWINS Group, Inc., a wholesale distributor of specialty insurance products and services, Jackson Hole Airport and Protect Our Water Jackson Hole. Ms. Brown received her B.S. in Chemical Engineering from Oregon State University and her MBA from Stanford University. Ms. Brown brings to our board of directors a wealth of experience in the financial services and wealth management industries, in addition to her financial acumen. Jose A. Fernandez has served as the Company’s Co-Chief Operating Officer since November 2019 and as a member of our board since September 2020. He co-founded the Partnership in 2007 as Partner, General Counsel and Chief Compliance Officer. He served as the Partnership’s General Counsel and Chief Compliance Officer until October 2010 when he was succeeded by Jason Ment so that he could focus on his business role. In March 2017, he became the Partnership’s Chief Operating Officer. He served in that role until sharing that role with Mr. Ment as Co-Chief Operating Officer in July 2018. He is also involved in StepStone’s Environmental, Social and Governance activities, in addition to various investment activities. Prior to co-founding the Partnership in 2007, Mr. Fernandez served as Managing Director and General Counsel at Pacific Corporate Group LLC, a privately held investment advisory firm, from 2004 to 2006, where he was responsible for all legal and compliance activities, as well as research on emerging managers. From 2001 to 2004, Mr. Fernandez was an Associate at the law firm of Latham & Watkins LLP. At Latham & Watkins, Mr. Fernandez was a member of the Private Equity/Investment Fund Practice Group where he organized and represented private equity, venture capital, and buy-out funds. From 1997 to 2001, Mr. Fernandez was an Associate at the law firm of Curtis, Mallet-Prevost, Colt & Mosle LLP. Mr. Fernandez received his BA from the University of Michigan and his JD from Stanford Law School. Mr. Fernandez brings to our board of directors his extensive experience in private markets investments and his deep understanding of our operations. Scott W. Hart has served as the Chief Executive Officer of the Company and Partnership since January 2022 and as a member of our board of directors since September 2020. Mr. Hart has also served as the Co-Chief Executive Officer of the Company and the Partnership between August 2019 and December 2021. He also is a member of the Partnership’s Global Executive Committee, Private Equity Executive Committee, Venture Capital & Growth Equity Executive Committee, Private Equity Investment Committee and Private Equity Portfolio and Risk Management Committee. He has held a number of responsibilities over time, managing a number of important client relationships, serving as Co-Head of Private Equity Co-Investments between January 2013 to October 2019 and helping with opening the firm’s London office. Prior to joining the Partnership in 2007, Mr. Hart was an Associate at TPG Capital, LP from 2005 to 2007. While at TPG, Mr. Hart focused on evaluating, executing and monitoring investments for a private equity fund, as well as helping to develop views on investment thesis, valuation, financing and exit strategy. From 2003 to 2005, Mr. Hart worked as an Analyst at Morgan Stanley in the Consumer & Retail group, where he performed financial and strategic analysis on acquisitions, leveraged buy-outs, divestitures, and debt and equity capital markets transactions. Mr. Hart received his BBA from the University of Notre Dame. Mr. Hart brings to our board of directors his extensive experience in private markets investments and the perspective of our Chief Executive Officer. David F. Hoffmeister has served as a member of our board of directors since September 2020. He served as the Senior Vice President and Chief Financial Officer of Life Technologies Corporation, a global life sciences company, from 2008 to 2014 when it was acquired by Thermo Fisher Scientific Inc. From 2004 to 2008, he served as Chief Financial Officer of Invitrogen Corporation, which merged with Applied Biosystems in 2008 to form Life Technologies Corporation. Prior to joining Invitrogen, Mr. Hoffmeister spent 20 years with McKinsey & Company as a senior partner serving clients in the healthcare, private equity and chemical industries on issues of strategy and organization. Before joining McKinsey & Company, he held financial positions at GTE Corp. and W.R. Grace and Co. Mr. Hoffmeister currently serves on the boards of directors of Celanese Corporation (since 2006), Glaukos Corporation (since 2014) and ICU Medical, Inc. (since 2018). He also serves on the board of directors of Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc. (since 2014). Mr. Hoffmeister received his BS from the University of Minnesota and his MBA from the University of Chicago. Mr. Hoffmeister brings to our board of directors his strong finance background, experience as a chief financial officer of a global biotechnology company and as a senior partner of a global managing consulting firm advising on strategic matters, and public company board and audit committee experience.
Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders
Thomas Keck has served as a member of our board of directors since September 2020. Mr. Keck co-founded the Partnership in 2007 as Partner and leads the Partnership’s global research and portfolio management activities, and the development of StepStone Private Market Intelligence. He is also involved in our responsible investment and risk management initiatives. Prior to co-founding the Partnership in 2007, from 2005 to 2006, Mr. Keck was a managing director at Pacific Corporate Group LLC, a private equity investment firm that oversaw over $15 billion of private equity commitments for institutional investors. From 2000 to 2005, Mr. Keck was a principal with Blue Capital Management L.L.C., a middle market buyout firm, and from 1997 to 2000, he was a consultant at McKinsey & Company. Mr. Keck formerly served on the board of directors for Porter Athletic Equipment Company, and currently serves on the board of Trio Health, Inc. He also currently serves on the Research Advisory Council of the Institute for Private Capital, as well as the Private Equity Advisory Council of the University of Chicago Booth School of Business. Mr. Keck received his BA from George Washington University and his MBA from the University of Chicago Booth School of Business. He served in the U.S. Navy as a Naval Flight Officer, receiving numerous decorations flying EA-6Bs off the USS Nimitz (CVN-68) from 1988 to 1995. Mr. Keck brings to our board of directors extensive experience in private market investments. Michael I. McCabe has served as our Head of Strategy since November 2019 and as a member of our board of directors since September 2020. Mr. McCabe has served as Head of Strategy of the Partnership since May 2017. He has been Partner of the Partnership since October 2010. He is a member of the private equity team and is involved with various investment and risk management activities. Prior to joining the Partnership in 2010, Mr. McCabe served as a Vice President at Hamilton Lane Advisors L.L.C., where he was the co-head of secondary and co-investment funds from 2005 to 2008. Mr. McCabe received a BA from Drexel University and an MBA from Columbia University. Mr. McCabe brings to our board of directors his extensive experience in private markets investments and his deep knowledge of our strategies. Steven R. Mitchell has served as a member of our board of directors since September 2020, and has served as a director of the Partnership since its founding in January 2007. Mr. Mitchell has served as the Chief Executive Officer of Argonaut Private Capital L.P., a private equity investment firm, since July 2016, and from November 2004 to July 2016, he was the Managing Director of Argonaut Private Equity, LLC, a private equity investment firm. Prior to joining Argonaut Private Equity, LLC, Mr. Mitchell was a principal in both Radical Incubation, a private equity investment firm, and 2929 Entertainment, LLC, a media company. Mr. Mitchell currently serves on the board of directors of Aspen Aerogels, Inc., a public company listed on the New York Stock Exchange and Alkami Technology, Inc. a public company listed on the Nasdaq. He also currently serves on the boards of directors of several privately owned companies. From 1996 to 1999, Mr. Mitchell was a corporate attorney at Gibson, Dunn & Crutcher LLP. Mr. Mitchell received his BBA from Baylor University and his JD from the University of San Diego School of Law. Mr. Mitchell brings to our board of directors his public company board experience and his experience with private investments. Anne L. Raymond has served as a member of our board of directors since September 2020. She has had a 35-year career in real estate finance and investment management. From 2000 to 2017, she held senior leadership positions and served on the firmwide Investment Committees at Crow Holdings—a privately-owned real estate investment and development firm with a 70-year history and proven track record of performance. She retired in 2017 as President of Crow Holdings Capital, a Registered Investment Advisor managing capital on behalf of global investors in private equity real estate funds and diversified investment portfolios on behalf of ultra-high-net-worth families. In addition, from 2000 to 2017, she was Managing Director of Crow Family Holdings—owner of national development companies Trammell Crow Residential and Crow Holdings Industrial. Prior to her tenure at Crow Holdings, from 1995 to 1998, she served as Executive Vice President and Chief Financial Officer at Wyndham International, Inc., an upscale and luxury hotel and resort company—leading its initial public offering in 1996. Ms. Raymond currently serves on the boards of directors of Crow Holdings and Trammell Crow Residential Company, as well as DFW Teach for America and Lone Star Big Brothers Big Sisters. She is also a member of American Enterprise Institute’s National Council and the Executive Advisory Council of the George W. Bush Presidential Center. Ms. Raymond received her BS from the University of Missouri. Ms. Raymond brings to our board of directors her extensive experience in private market investments in real estate and other asset classes, in addition to her financial acumen.
Compensation Committee
| • | recommending the amount and form of non-employee director compensation; and |
Fiscal 2025 Director Compensation
Fiscal 2025 Director Compensation Our policy is to pay director compensation only to directors whom we deem independent. We have adopted a program for compensating our independent directors with a combination of cash and equity. Annual Retainer . During fiscal 2025 and for fiscal 2026 prior to the Annual Meeting, all independent directors were eligible to receive a $175,000 annual retainer. After the Annual Meeting, the annual retainer for all independent directors will be increased to $200,000. All annual retainers are pro-rated for any partial year of service. Fifty percent of the annual retainer is payable in the form of restricted stock units (“RSUs”) and the remaining fifty percent is payable, at the election of such director, in the form of cash or RSUs . Audit Committee Chair Retainer . In addition to the annual retainer, the chair of the Audit Committee is eligible to receive an additional $25,000 annual retainer. Fifty percent of such retainer is payable in the form of RSUs and the remaining fifty percent is payable, at the election of the director, in the form of cash or RSUs. RSUs. All RSUs granted to directors vest in full based on continuous service as a member of the board of directors through the earlier of 12 months following the date of grant and the date of our next annual meeting of stockholders. All members of the board of directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our board of directors. The table below describes the compensation provided to our non-executive officer directors in fiscal 2025. The table excludes Messrs. Fernandez, McCabe and Hart because they each served as executive officers during fiscal 2025 but did not receive separate compensation for their additional service as directors during that time period. In accordance with the director compensation program, the board of directors approved the RSU grants to each independent director with a grant date of September 10, 2024.
Fiscal 2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Monte Brem(2) | — | — | 2,744,268(3) | 2,744,268 | | Valerie G. Brown | — | 174,995(4) | — | 174,995 | | David F. Hoffmeister | — | 199,951(4) | — | 199,951 | | Thomas Keck(5) | — | 257,992 | 3,990,005(6) | 4,247,997 | | Steven R. Mitchell(7) | — | — | — | — | | Anne L. Raymond | — | 174,995(4) | — | 174,995 |
Fiscal 2025 Director Compensation
| (1) Amounts in this column represent the aggregate grant date fair value of RSUs granted during fiscal 2025, calculated in accordance with FASB ASC Topic 718 based on the closing price per share of Class A common stock on the applicable date of grant: (i) for each director other than Mr. Keck, September 10, 2024 of $50.93 and (ii) for Mr. Keck, March 14, 2025 of $53.67. For additional information regarding the assumptions underlying this calculation, please read Note 10 to our consolidated financial statements for the fiscal year ended March 31, 2025 located in our Annual Report on Form 10-K for such fiscal year. As of March 31, 2025, each non-executive director held the following unvested RSUs: Mr. Brem: 0; Ms. Brown: 3,436; Mr. Hoffmeister: 3,926; Mr. Keck: 11,676; Mr. Mitchell: 0; and Ms. Raymond: 3,436. |
Fiscal 2025 Director Compensation
| (2) Mr. Brem is a retired partner of the Partnership, and thus, is not eligible for compensation under our director compensation program. The amounts reported in this table represent the compensation he received from the Partnership for fiscal 2025 and excludes any distributions received in respect of his equity ownership interests in the Partnership. Mr. Brem, MMAR HNL, LLC and the Company are parties to a consulting agreement, pursuant to which Mr. Brem serves as Executive Advisor, providing consulting services as reasonably requested by the board and/or the Chief Executive Officer of the Partnership and the Company, in exchange for which he receives cash consulting fees of $250,000 per year, payable in monthly installments. |
Fiscal 2025 Director Compensation
| (3) Consists of $250,000 in consulting fees and cash payments received in respect of carried interest allocations of $2,494,268. |
Fiscal 2025 Director Compensation
| (4) Ms. Brown, Mr. Hoffmeister and Ms. Raymond elected to receive 100% of their annual retainers in the form of RSUs. The number of RSUs granted was determined based on the closing price per share of Class A common stock on September 10, 2024 of $50.93, rounded down to the next whole share. |
Fiscal 2025 Director Compensation
| (5) Mr. Keck is a partner of the Partnership, and thus, is not eligible for compensation under our director compensation program. The amounts reported in this table represent the compensation he received from the Partnership for fiscal 2025 and excludes any distributions received in respect of his equity ownership interests in the Partnership. The number of RSUs granted to him as an employee was determined based on the closing price per share of Class A common stock on March 14, 2025 of $53.67, rounded to the next whole share. In addition, during fiscal 2025, we adopted the StepStone Group LP Evergreen Fund Incentive Plan, under which we may grant share unit (“Evergreen Fund Units”) awards which are similar to RSU awards but entitle the holder to receive shares of SPRIM or StepStone Private Infrastructure Fund Class I Shares, or the cash value thereof, following vesting. Mr. Keck received 1,162 Evergreen Fund Units of SPRIM during fiscal 2025 which vest in four annual installments through February 14, 2029. As the Evergreen Fund Units are not subject to FASB ASC Topic 718, the value received by Mr. Keck upon vesting of the Evergreen Fund Units will be reported in the year in which vesting occurs. |
Fiscal 2025 Director Compensation
| (6) Consists of $500,000 in salary, $577,500 in total cash bonuses for fiscal 2025, cash payments received in respect of carried interest allocations and incentive fee payments of $2,894,399, life and disability insurance premiums of $9,407 and 401(k) company contributions of $8,698. |
Fiscal 2025 Director Compensation
| (7) Mr. Mitchell is not eligible for compensation under our director compensation program and did not receive any compensation from us during fiscal 2025. |
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS Each of our directors has a term of office that expires at the Annual Meeting. Our Nominating and Corporate Governance Committee has recommended, and our board has approved, Monte M. Brem, Valerie G. Brown, Jose A. Fernandez, Scott W. Hart, David F. Hoffmeister, Thomas Keck, Michael I. McCabe, Steven R. Mitchell, and Anne L. Raymond as nominees for election at the Annual Meeting. If elected at the Annual Meeting, each nominee will serve until the 2026 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her earlier death, resignation, retirement, disqualification or removal. Information concerning these nominees appears under the “—Composition of the Board of Directors” above. Each nominee was appointed to our board prior to or in connection with our initial public offering. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. If any nominee becomes unable or unwilling to stand for election as a director, proxies will be voted for any substitute as designated by our board, or alternatively, our board may leave a vacancy on our board or reduce the size of our board. Each director is elected by a plurality of the votes cast. “Plurality” means that the five nominees who receive the largest number of votes cast “For” such nominees are elected as directors. Stockholders may vote “For” any or all of the nominees or “Withhold” with respect any or all of the nominees named in this Proposal 1. Any shares voted “Withhold” and broker non-votes, if any, are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election.
PROPOSAL 1—ELECTION OF DIRECTORS
| FOR | OUR BOARD RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED ABOVE. |
Compensation Philosophy and Determination Process
| • | annual incentive compensation in the form of cash bonuses; |
Compensation Philosophy and Determination Process
| • | long-term incentive compensation in the form of RSUs, Evergreen Fund Units, and carried interest awards; and |
Annual Incentive Compensation
Annual Incentive Compensation For fiscal 2025, Mr. Hart’s annual incentive compensation was based on performance against corporate goals and objectives established at the beginning of fiscal 2025 relating to (i) financial performance, including fee-earning assets under management (“FEAUM”), management and advisory fees, fee-related earnings (“FRE”), FRE margin and adjusted net income per share, (ii) team and culture management, including with a view to employee satisfaction, turnover rate, and succession planning considerations, (iii) client relationship management, and (iv) enumerated strategic priorities for fiscal 2025, including progress of fundraising and deployment, including in respect of our evergreen funds, utilization of technology and data, and further development of the Company’s business development function and client relationships. Based on a holistic assessment of these goals and objectives, the Compensation Committee recommended and the board of directors approved Mr. Hart’s bonus for fiscal 2025 as set forth below. The other NEOs were eligible to receive an annual bonus for fiscal 2025 based on the approval of the Compensation Committee. In March 2025, in consideration of each NEO’s performance and StepStone’s performance during fiscal 2025, the Compensation Committee approved bonuses as set forth below. A portion of each NEO’s annual bonus for fiscal 2025 was payable in cash and a portion was paid in the form of equity incentives based on a pre-determined formula derived from each NEO’s total compensation. See below under “—Long-Term Incentive Compensation” for more information about such equity incentive awards.
Annual Incentive Compensation
| Name | Fiscal 2025 Bonus | | | | | | Cash Bonus | RSUs | Evergreen Fund Units | Total | | Scott W. Hart | $737,500 | $450,000 | $112,500 | $1,300,000 | | David Park | $449,500 | $296,400 | $74,100 | $820,000 | | Jason P. Ment | $617,500 | $386,000 | $96,500 | $1,100,000 | | Jose A. Fernandez | $377,500 | $258,000 | $64,500 | $700,000 | | Michael McCabe | $377,500 | $258,000 | $64,500 | $700,000 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation Restricted Stock Units. During fiscal 2025, we granted RSU awards under our 2020 Long-Term Incentive Plan (the “2020 LTIP”) to each of our NEOs, with the value of the grants determined as described above under “—Annual Incentive Compensation,” with RSU grants representing 80% of each NEO’s total equity incentive award. Determining each NEO’s RSU award based on the annual bonus goals and objectives (for Mr. Hart) and the Compensation Committee’s assessment of each NEO’s performance and StepStone’s performance (for the other NEOs) is intended to align StepStone’s executive compensation program with market-based compensation practices, rather than focusing solely on the individual NEO’s total ownership level. Evergreen Fund Units. During fiscal 2025, we adopted the StepStone Group LP Evergreen Fund Incentive Plan (the “Evergreen Plan”), under which we may grant Evergreen Fund Unit awards. Evergreen Fund Unit awards are similar to RSU awards but entitle the holder to receive shares of SPRIM or StepStone Private Infrastructure Fund Class I Shares, or the cash value thereof, subject to vesting, rather than shares of the Company’s Class A common stock. During fiscal 2025, we granted Evergreen Fund Unit awards of SPRIM to each of our NEOs, with the value of the grants determined as described above under “—Annual Incentive Compensation,” with Evergreen Fund Unit grants representing 20% of each NEO’s total equity incentive award. Although similar to RSUs, the Evergreen Fund Units are not subject to FASB ASC Topic 718, and as a result, the value received by each NEO upon vesting of the Evergreen Fund Units will be reported in the year in which vesting occurs. All of the RSUs and Evergreen Fund Units were granted on March 14, 2025 and vest in four equal annual installments on February 14 of 2026, 2027, 2028 and 2029. The Compensation Committee and the board of directors believe that a four-year vesting period encourages our NEOs to take a longer-term view of our overall performance and stockholder value, while also providing a key retention incentive. The number of RSUs and Evergreen Fund Units received by each NEO are set forth below.
Long-Term Incentive Compensation
| Name | RSUs | Evergreen Fund Units | | Scott W. Hart | 8,385 | 2,027 | | David Park | 5,523 | 1,335 | | Jason P. Ment | 7,192 | 1,738 | | Jose A. Fernandez | 4,807 | 1,162 | | Michael McCabe | 4,807 | 1,162 |
Long-Term Incentive Compensation
Carried Interest and Incentive Fees. We receive an allocation of performance-based fees, commonly referred to as “carried interest,” from limited partners in our investment funds and separately managed accounts for which we act as both investment adviser and general partner or managing member (the “StepStone Funds”) and we hold an equity interest. Approximately 50% of carried interest allocation revenue is awarded to certain employees, including our NEOs, as a form of long-term incentive compensation, fostering alignment of interest with our clients and investors, and retaining key investment professionals. Ownership of carried interest by our NEOs may be subject to a range of vesting conditions, including continued employment, and forfeiture upon occurrence of certain specified events post-termination, thus serving as an important employment retention mechanism. Awards granted in April 2020 and thereafter vest over five years; earlier carried interest awards granted to employees vest over eight years. Each carried interest award is subject to accelerated vesting in connection with certain qualifying terminations, as described under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Carried Interest” below. For StepStone Funds for which we act as the investment adviser but do not have a general partner or other equity interest, incentive fees may be realized pursuant to client investment mandates and are generally calculated as a percentage of the profits, subject to the achievement of minimum return levels or performance benchmarks. Like the carried interest, a portion of the incentive fees we receive are awarded to certain employees, including our NEOs, as a form of long-term incentive compensation. Each of our NEOs received cash distributions attributable to carried interest awards and each of our NEOs received incentive fee payments in fiscal 2025, all of which are reflected in the “All Other Compensation” column of the Summary Compensation Table below.
Other Benefits and Perquisites
Other Benefits and Perquisites Retirement Benefits. We offer eligible employees, including our NEOs, the opportunity to participate in our tax-qualified 401(k) plan. Employees can contribute an amount that cannot exceed 100% of their eligible compensation up to the Internal Revenue Service’s annual limits on either a before-tax or after-tax basis into the 401(k) plan. We make a non-discretionary non-matching contribution to the plan on behalf of all eligible employees equal to 3% of their eligible pay. All company contributions are immediately 100% vested. Health and Welfare Benefits. Our NEOs participate in the same health and welfare benefit programs offered to our broader employee populations. In addition, we provide our NEOs and other senior employees with enhanced life and disability insurance benefits for which the Company pays the premiums. Termination Benefits. As described under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below, StepStone is not party to any employment, severance or change in control arrangements with our NEOs, other than with Mr. Park; however, the outstanding equity awards held by our NEOs and each NEO’s carried interest awards are eligible for accelerated vesting in connection with certain termination or change in control events. Historically, we have not viewed severance arrangements for executive officers as necessary due to existing carried interest and the level of other equity held by our executive officers. In May 2025, we entered into a change in control severance agreement with Mr. Park, as described under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below in consideration of market practices and the Company’s transition to non-controlled company status in September 2025. Perquisites and Other Compensation. We believe that our executive compensation program provides appropriate compensatory levels without the need for excessive perquisites and benefits. As a result, none of our NEOs received any perquisites in excess of $10,000 during fiscal 2025. We do, however, provide certain limited tax reimbursements for unitholders of the Partnership who provide services to the Partnership, including certain of our NEOs, who own less than one percent of the outstanding units of the Partnership. Such individuals are eligible to receive a self-employment tax make-whole payment in the amount of self-employment tax payable by the individual that would not have been payable by the individual if the individual had the status of an employee of the Partnership for tax purposes.
Practices on Timing of Equity Awards
Practices on Timing of Equity Awards In granting equity awards to the NEOs, the board of directors has historically used a consistent grant date of February 14 for annual RSU grants, which is expected to be during a scheduled open trading window (as defined under the Company’s insider trading policy). Beginning in fiscal 2025, however, the Compensation Committee (and, for Mr. Hart, the board of directors) adjusted the timing of the grant of equity awards to align more closely with StepStone’s fiscal year (rather than on a calendar year basis) and granted such awards on March 14, 2025, which was also during a scheduled open trading window. We anticipate that future equity awards will have a grant date in March, but we may change our equity grant timing practices in the future. During fiscal 2025, the Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2025, we did not grant stock options to the NEOs.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation earned by or granted to our NEOs during the fiscal years ended March 31, 2023, 2024 and 2025.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Scott W. Hart | 2025 | $500,000 | $737,500 | $450,023 | $3,017,889 | $4,705,412 | | Chief Executive Officer and Director | 2024 | $450,000 | $1,187,500 | $562,515 | $520,508 | $2,720,523 | | | 2023 | $294,231 | $900,000 | $599,998 | $1,801,027 | $3,595,256 | | David Park | 2025 | $500,000 | $449,500 | $296,419 | $24,691 | $1,270,610 | | Chief Financial Officer | 2024 | $450,000 | $550,000 | $262,491 | $11,905 | $1,274,396 | | Jason P. Ment | 2025 | $500,000 | $617,500 | $385,995 | $2,243,262 | $3,746,757 | | President and Co-Chief Operating | 2024 | $450,000 | $1,017,500 | $482,483 | $490,237 | $2,440,220 | | Officer | 2023 | $294,231 | $900,000 | $399,989 | $1,364,105 | $2,958,325 | | Jose A. Fernandez | 2025 | $500,000 | $377,500 | $257,992 | $2,791,271 | $3,926,763 | | Co-Chief Operating Officer and | 2024 | $450,000 | $677,500 | $322,488 | $630,449 | $2,080,437 | | Director | 2023 | $294,231 | $900,000 | $— | $2,206,008 | $3,400,239 | | Michael McCabe | 2025 | $500,000 | $377,500 | $257,992 | $4,244,909 | $5,380,401 | | Head of Strategy and Director | 2024 | $450,000 | $677,500 | $322,488 | $911,998 | $2,361,986 | | | 2023 | $294,231 | $900,000 | $100,004 | $3,049,343 | $4,343,578 |
Summary Compensation Table
| (1) Amounts in this column for fiscal 2025 represent the annual cash bonuses paid in respect of the executive’s performance during fiscal 2025. |
Summary Compensation Table
| (2) Amounts in this column for fiscal 2025 represent the aggregate grant date fair value of RSUs granted under our 2020 LTIP, calculated in accordance with FASB ASC Topic 718, based on the closing price per share of Class A common stock on March 14, 2025, the date of grant, of $53.67. For additional information regarding the assumptions underlying the RSUs, please read Note 10 to our consolidated financial statements for the fiscal year ended March 31, 2024 located in our Annual Report on Form 10-K for such fiscal year. |
Summary Compensation Table
| (3) Amounts in this column for fiscal 2025 include cash payments received in respect of carried interest allocations and incentive fee payments, life and disability insurance premiums, 401(k) company contributions, and self-employment make-whole tax payments for each NEO, each as set forth in the following table: |
Summary Compensation Table
| Name | Carried Interest & Incentive Fee Cash Payments ($) | Insurance Premiums ($) | 401(k) Company Contributions ($) | Self- Employment Make- Whole Tax Payments ($) | | Scott W. Hart | $3,003,281 | $5,910 | $8,698 | $— | | David Park | $6,617 | $7,723 | $10,350 | $— | | Jason P. Ment | $2,188,590 | $5,356 | $8,698 | $40,619 | | Jose A. Fernandez | $2,774,630 | $7,943 | $8,698 | $— | | Michael McCabe | $4,228,450 | $7,761 | $8,698 | $— |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table includes information regarding RSUs granted to our NEOs under the 2020 LTIP during fiscal 2025.
Grants of Plan-Based Awards Table
| Name | Grant Date | Approval Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Scott W. Hart | | | | | | Restricted Stock Units | 3/14/25 | 3/7/25 | 8,385 | $450,023 | | David Park | | | | | | Restricted Stock Units | 3/14/25 | 3/7/25 | 5,523 | $296,419 | | Jason P. Ment | | | | | | Restricted Stock Units | 3/14/25 | 3/7/25 | 7,192 | $385,995 | | Jose A. Fernandez | | | | | | Restricted Stock Units | 3/14/25 | 3/7/25 | 4,807 | $257,992 | | Michael McCabe | | | | | | Restricted Stock Units | 3/14/25 | 3/7/25 | 4,807 | $257,992 |
Grants of Plan-Based Awards Table
| (1) Amounts in this column represent RSUs granted to the NEOs under the 2020 LTIP, which vest in equal annual installments on February 14 of 2026, 2027, 2028, and 2029, subject to continued employment through the applicable vesting date. |
Grants of Plan-Based Awards Table
| (2) Amounts in this column represent the aggregate grant date fair value of RSUs granted under the 2020 LTIP, calculated in accordance with FASB ASC Topic 718, based on the closing price per share of Class A common stock on March 14, 2025, the date of grant, of $53.67. For additional information regarding the assumptions underlying the RSUs, please read Note 10 to our consolidated financial statements for the fiscal year ended March 31, 2024 located in our Annual Report on Form 10-K for such fiscal year. |
Outstanding Equity Awards as of March 31, 2025
Outstanding Equity Awards as of March 31, 2025 The following table reflects information regarding outstanding unvested RSUs held by NEOs as of March 31, 2025.
Outstanding Equity Awards as of March 31, 2025
| | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Scott W. Hart | | | | | Restricted Stock Units(2) | 3/14/25 | 8,385 | $437,949 | | Restricted Stock Units(2) | 2/14/24 | 11,982 | $625,820 | | Restricted Stock Units(2) | 2/14/23 | 10,355 | $540,842 | | Restricted Stock Units(2) | 2/14/22 | 1,453 | $75,890 | | David Park | | | | | Restricted Stock Units(2) | 3/14/25 | 5,523 | $288,466 | | Restricted Stock Units(2) | 2/14/24 | 5,591 | $292,018 | | Restricted Stock Units(2) | 2/14/23 | 3,883 | $202,809 | | Restricted Stock Units(2) | 2/14/22 | 1,453 | $75,890 |
Outstanding Equity Awards as of March 31, 2025
| | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Jason P. Ment | | | | | Restricted Stock Units(2) | 3/14/25 | 7,192 | $375,638 | | Restricted Stock Units(2) | 2/14/24 | 10,277 | $536,768 | | Restricted Stock Units(2) | 2/14/23 | 6,903 | $360,544 | | Restricted Stock Units(2) | 2/14/22 | 1,453 | $75,890 | | Jose A. Fernandez | | | | | Restricted Stock Units(2) | 3/14/25 | 4,807 | $251,070 | | Restricted Stock Units(2) | 2/14/24 | 6,869 | $358,768 | | Michael McCabe | | | | | Restricted Stock Units(2) | 3/14/25 | 4,807 | $251,070 | | Restricted Stock Units(2) | 2/14/24 | 6,869 | $358,768 | | Restricted Stock Units(2) | 2/14/23 | 1,726 | $90,149 | | Restricted Stock Units(2) | 2/14/22 | 726 | $37,919 |
Outstanding Equity Awards as of March 31, 2025
| (1) The market value in this column is based on the closing trading price of $52.23 per share as of March 31, 2025 for our Class A common stock listed on the Nasdaq Global Select Market. |
Outstanding Equity Awards as of March 31, 2025
| (2) These RSUs vest in equal annual installments on February 14th of each of the first four years after the grant date, subject to continued employment through the applicable vesting date. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested In connection with the reorganization during our IPO, we reclassified the Partnership’s interests held by certain partners as Class B2 units. The following table reflects Class B2 units and RSUs held by our NEOs which vested during fiscal 2025 and become Class B units. None of our NEOs hold any outstanding stock option awards.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Scott W. Hart | | | | Restricted Stock Units | 10,624 | $554,892 | | Class B2 units | 17,297 | $742,733 | | David Park | | | | Restricted Stock Units | 13,083 | $719,320 | | Jason P. Ment | | | | Restricted Stock Units | 24,952 | $1,379,704 | | Class B2 units | 20,183 | $866,658 | | Jose A. Fernandez | | | | Restricted Stock Units | 2,290 | $119,607 | | Michael McCabe | | | | Restricted Stock Units | 3,879 | $202,600 |
Option Exercises and Stock Vested
| (1) The value of Class B2 units and RSUs is determined based on the closing trading price of a share of Class A common stock on the applicable vesting date. |
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation Our NEOs do not participate in any defined benefit pension plans.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Beginning with RSUs granted to our NEOs in calendar year 2025, each NEO was eligible to elect to defer settlement of such RSUs until a payment event elected by the NEO as either a single lump sum or two to 10 annual installments. An NEO who elects to defer their RSUs will receive shares of Class A common stock on the NEO’s elected payment event or earlier death. Only Mr. Fernandez has elected to defer all of his 2025 RSUs to be settled in a single lump sum upon the earlier of June 1, 2030 or his separation from service.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Quantification of Potential Payments
Quantification of Potential Payments The table below sets forth the aggregate amounts that would have been payable to each NEO with respect to the RSUs and Evergreen Fund Units, as described above, assuming the applicable termination event or change in control occurred on March 31, 2025. The table below does not take into account the Change in Control Severance Agreement with Mr. Park because such agreement was not yet in effect on March 31, 2025. Carried interest is paid based on the price at which the StepStone Funds can sell or otherwise realize value from their investments; it is inherently uncertain and any yet unrealized carried interest amounts may not be paid for several years after carried interest is fully vested, if at all. Because of this uncertainty, we do not provide a calculation of carried interest payment amounts that would be payable following the NEO’s retirement, death or disability on March 31, 2025. As of March 31, 2025, only Mr. Fernandez was retirement-eligible for purposes of the carried interest and outstanding RSUs and Evergreen Fund Units.
Quantification of Potential Payments
| Name | Retirement ($)(1) | Death or Disability ($) | Qualifying Termination in Connection with a Change in Control ($) | | Scott W. Hart | | | | | Restricted Stock Units(2) | — | $1,680,500 | $1,680,500 | | Evergreen Fund Units(3) | — | $112,559 | $112,559 | | David Park | | | | | Restricted Stock Units(2) | — | $859,184 | $859,184 | | Evergreen Fund Units(3) | — | $74,133 | $74,133 |
Quantification of Potential Payments
| Name | Retirement ($)(1) | Death or Disability ($) | Qualifying Termination in Connection with a Change in Control ($) | | Jason P. Ment | | | | | Restricted Stock Units(2) | — | $1,348,840 | $1,348,840 | | Evergreen Fund Units(3) | — | $96,511 | $96,511 | | Jose Fernandez | | | | | Restricted Stock Units(2) | $609,837 | $609,837 | $609,837 | | Evergreen Fund Units(3) | $64,526 | $64,526 | $64,526 | | Michael McCabe | | | | | Restricted Stock Units(2) | — | $737,905 | $737,905 | | Evergreen Fund Units(3) | — | $64,526 | $64,526 |
Quantification of Potential Payments
| (1) Amounts in this column represent the value, as of March 31, 2025, of RSUs and Evergreen Fund Units that would continue to vest and settle following the NEO’s retirement. |
Quantification of Potential Payments
| (2) Amounts in this row reflect RSUs that would become vested upon occurrence of the applicable event based on the closing trading price of $52.23 per share as of March 31, 2025, for our Class A common stock listed on the Nasdaq Global Select Market. |
Quantification of Potential Payments
| (3) Amounts in this row reflect Evergreen Fund Units that would become vested upon occurrence of the applicable event based on the closing price per share of SPRIM of $55.53 as of March 31, 2025. |
CEO PAY RATIO
CEO PAY RATIO The fiscal 2025 total compensation of the median compensated employee as of March 31, 2025, other than Mr. Hart, our Chief Executive Officer, was $163,738; Mr. Hart’s fiscal 2025 total compensation was $4,705,412; and the ratio of these amounts was 1-to-29. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. For these purposes, we identified the “median compensated employee” using each employee’s fiscal 2025 base salary, cash bonus earned for fiscal 2025 and the grant date fair value of RSUs granted in March 2025, which we annualized for any employee who did not work for the entire year unless designated as a temporary, seasonal or other non-permanent employee on our payroll records (including interns). We identified our employee population as of March 31, 2025 based on our payroll records or based on our treatment of employees for U.S. tax or local tax reporting purposes. We did not exclude any non-U.S. employees. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay versus Performance Table
Pay versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, see the “Compensation Discussion and Analysis” above.
Pay versus Performance Table
| Year | Summary Compensation Table Total for Mr. Hart ($) (1) | Summary Compensation Table Total for Mr. Brem ($) (1) | Compensation Actually Paid to Mr. Hart ($) (2) | Compensation Actually Paid to Mr. Brem ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in thousands) (7) | Fee- Related Earnings ($ in thousands) (8) | | | | | | | | | TSR ($) (5) | Peer Group TSR ($) (6) | | | | 2025 | $4,705,412 | N/A | $5,528,770 | N/A | $3,581,133 | $4,079,119 | $231.39 | $206.80 | $(172,827) | $312,204 | | 2024 | $2,720,523 | N/A | $3,523,650 | N/A | $1,967,272 | $2,247,099 | $155.14 | $182.85 | $167,820 | $189,793 | | 2023 | $3,595,256 | N/A | $2,353,504 | N/A | $3,202,157 | $2,688,046 | $101.29 | $138.32 | $(45,275) | $156,158 | | 2022 | $6,210,738 | $6,044,087 | $5,884,459 | $6,044,087 | $5,994,832 | $5,911,642 | $134.05 | $153.12 | $484,281 | $122,242 | | 2021 | $1,640,876 | $2,740,522 | $8,816,974 | $2,740,522 | $2,586,942 | $7,349,794 | $141.36 | $140.46 | $314,593 | $89,484 |
Pay versus Performance Table
| (1) Messrs. Hart and Brem served as Co-Chief Executive Officers during fiscal 2021 and fiscal 2022 until January 1, 2022, at which point Mr. Brem transitioned to Executive Chairman and Mr. Hart became the sole Chief Executive Officer. The dollar amounts reported in these columns represent the amounts reported for Messrs. Hart and Brem as total compensation in our Summary Compensation Table for each of the corresponding fiscal years. See “Executive Compensation Tables—Summary Compensation Table.” |
Pay versus Performance Table
| (2) The dollar amounts reported in this column represent the “compensation actually paid” to Mr. Hart, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Hart. In accordance with these rules, these amounts reflect total compensation as reported in the Summary Compensation Table for each fiscal year, adjusted as shown below for fiscal 2025. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay versus Performance Table
| | 2025 | | Summary Compensation Table Total | $4,705,412 | | Less, value of “Stock Awards” reported in Summary Compensation Table | $(450,023) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $437,949 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $417,990 | | Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year | $417,442 | | Compensation Actually Paid to Mr. Hart | $5,528,770 |
Pay versus Performance Table
| (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Messrs. Hart and Brem) as total compensation in our Summary Compensation Table for each of the corresponding fiscal years. The names of each of the NEOs included for these purposes is as follows: (i) for fiscal 2025, Messrs. Park, Ment, Fernandez, and McCabe; (ii) for fiscal 2024, Messrs. Park, Ment, Fernandez, McCabe and Randel; (iii) for fiscal 2023 and fiscal 2022, Messrs. Randel, Ment, Fernandez and McCabe; and (iv) for fiscal 2021, Messrs. Ment and McCabe. |
Pay versus Performance Table
| (4) The dollar amounts reported in this column represent the “compensation actually paid” to the NEOs as a group (excluding Messrs. Hart and Brem), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect total compensation as reported in the Summary Compensation Table for each fiscal year, adjusted as shown below for fiscal 2025. Equity values are |
Pay versus Performance Table
| calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay versus Performance Table
| | 2025 | | Average Summary Compensation Table Total | $3,581,133 | | Less, average value of “Stock Awards” reported in Summary Compensation Table | $(299,600) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | $291,561 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | $200,957 | | Plus (less), average change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year | $305,068 | | Average Compensation Actually Paid to Non-PEO NEOs | $4,079,119 |
Pay versus Performance Table
| (5) Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is September 16, 2020, the date of the Company’s initial public offering. |
Pay versus Performance Table
| (6) The peer group used for this purpose is the following published industry index: Dow Jones US Asset Managers Index. |
Pay versus Performance Table
| (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay versus Performance Table
| (8) The dollar amounts reported represent the amount of FRE for the applicable year. FRE is a non-GAAP performance measure and is comprised of fee revenues, less adjusted expenses which are operating expenses other than (a) performance fee-related compensation, (b) equity-based compensation for awards granted prior to and in connection with our IPO, profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market changes in the fair value of the profits interests issued in connection with the arrangements we entered into with the StepStone Private Wealth management team in November 2022, (c) amortization of intangibles, (d) charges associated with acquisitions and transactions, and (e) certain other items that we believe are not indicative of our core operating performance. FRE is presented before income taxes. |
LIABILITY OF DIRECTORS AND OFFICERS
LIABILITY OF DIRECTORS AND OFFICERS Section 11.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Section 11.2 Amendment or Repeal. Any amendment, alteration or repeal of this Article XI that adversely affects any right of a director or officer, as applicable, shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.