DEF 14A of LPL Financial Holdings Inc., Apr 2, 2026

DEF 14A of LPL Financial Holdings Inc.

Filed Apr 2, 2026 · FY20250001193125-26-140066

Open on EDGAR

  1. Election of Directors

    Election of Directors As of April 2, 2026, our Board of Directors consisted of 11 directors: ten independent directors and our chief executive officer, Richard Steinmeier. Each of our current directors is standing for reelection at the Annual Meeting, and each has been nominated by our Board based on the recommendation of the Nominating and Governance Committee. Each director nominee would hold office until our annual meeting of stockholders in 2027 and until his or her respective successor has been elected. As described below, each of our nominees has considerable professional and business expertise. Our Board of Directors recommends a vote “FOR” each nominee based on its carefully considered judgment that the experience, qualifications, attributes and skills of each nominee qualify him or her to serve on our Board of Directors. Board Membership Criteria The Nominating and Governance Committee reviews annually the appropriate skills and characteristics required of directors in the context of the current composition of the Board. As reflected in the corporate governance guidelines adopted by the Board (the “Corporate Governance Guidelines”), it is the policy of the Board that all directors should:

  2. Election of Directors

    | • | possess unimpeachable integrity and a personal reputation for transparency, honesty and ethical behavior; |

  3. Election of Directors

    | • | have considerable personal accomplishment and professional expertise; |

  4. Election of Directors

    | • | demonstrate strong business acumen, financial literacy and strategic agility; |

  5. Election of Directors

    | • | contribute to boardroom dialogue through critical thinking and independent judgment, and candid and constructive communication; |

  6. Election of Directors

    | • | be passionate about the vision of the Company and enthusiastic about the commitments entailed in serving as a director; and |

  7. Election of Directors

    | • | understand their role as stewards in representing the long-term interests of our stakeholders. |

  8. Election of Directors

    Board Composition Our goal is a balanced Board, with members who possess a range of skills, expertise, experiences, perspectives, tenures and personal characteristics. In recent years, our Nominating and Governance Committee has focused on the refreshment of the Board. Since 2020, we have added three new independent directors: Edward C. Bernard, Somesh Khanna and Albert J. Ko. Through the addition of these directors, the Board of Directors has gained seasoned leaders, as well as particularly relevant experience related to the wealth management industry, consulting and financial services, strategic planning, oversight and execution, business innovation, technology and digital transformation, organizational transformation, consumer insights and institutional risk management. The addition of these directors also reflects our balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors as well as fresh perspectives from newer directors.

  9. Election of Directors

    | 8 | 2026 Proxy Statement | |

  10. Election of Directors

    The average age of our independent director nominees is 64, and the average tenure of our independent director nominees is ten years. The charts and table below reflect the composition of our Board based on the self-identified characteristics of our director nominees, including Mr. Steinmeier.

  11. Election of Directors

    | Board Composition Matrix (as of April 2, 2026) | | | | Board Size: | | | | Total Number of Directors | 11 | | | Gender | Male | Female | | Directors | 8 | 3 | | Demographic Background | | | | African American or Black | 1 | | | Alaskan Native or American Indian | | | | Asian | 2 | | | Hispanic or Latinx | | | | Native Hawaiian or Pacific Islander | | | | White | 5 | 3 | | Two or More Races or Ethnicities | | | | LGBTQ+ | | |

  12. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  13. Election of Directors

    | | 2026 Proxy Statement | 9 |

  14. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  15. Election of Directors

    Recommendation of the Nominating and Governance Committee In recommending that the Board nominate each of our current directors to stand for election at the Annual Meeting, the Nominating and Governance Committee evaluated those directors according to the principles set forth in the Corporate Governance Guidelines and considered the pertinent qualifications and experience of each nominee, as further set forth below. If any of our nominees is unable or unwilling to serve on our Board of Directors, the shares represented by your proxy will be voted for the election of such other person as may be nominated by our Board of Directors. In addition, in compliance with all applicable state and federal laws and regulations, we will file an amended proxy statement and proxy card that, as applicable:

  16. Election of Directors

    | • | identifies the alternate nominee(s); |

  17. Election of Directors

    | • | discloses that any such nominee has consented to being named in the revised proxy statement and to serve if elected; and |

  18. Election of Directors

    | • | includes the disclosure required by Item 7 of Schedule 14A with respect to any such nominee. |

  19. Election of Directors

    We know of no reason why any nominee would be unable or unwilling to serve. All nominees have consented to be named in this proxy statement and to serve if elected. Director Qualifications and Experience The Board believes that the director nominees possess experience, skills and qualifications that are complementary and, together, cover the spectrum of areas that impact the Company’s current and evolving business circumstances. The Board believes that the combination of backgrounds, skills and experiences will result in a Board that continues to be well-equipped to exercise oversight responsibilities on behalf of the Company’s stakeholders. The table below provides a summary of the skills and qualifications of each director nominee:

  20. Election of Directors

    | 10 | 2026 Proxy Statement | |

  21. Election of Directors

    Board of Director Nominees The name, age and a description of the business experience, principal occupation, and past employment and public-company directorships of each of the nominees during at least the last five years are set forth below. In addition, we have summarized the particular experience, qualifications, attributes and skills that led the Board of Directors, including our Nominating and Governance Committee, to determine that each nominee should serve as a director. Edward C. Bernard

  22. Election of Directors

    | AGE 70 DIRECTOR SINCE 2020 INDEPENDENT COMMITTEES: • Audit and Risk Committee • Compensation Committee OTHER PUBLIC COMPANY BOARDS Current • None Past 5 Years • UTI Asset Management Company (India) | BACKGROUND Mr. Bernard served as the vice chair of the board of directors of T. Rowe Price Group, Inc. (“TRP”), a global investment management firm, from 2007 to April 2019. Mr. Bernard served as a vice president of TRP from 1989 to December 2018 and as a member of the management committee of TRP from 2000 to December 2018. He oversaw TRP’s marketing, distribution, client service, information technology, legal and communications activities from 2006 until December 2018. He also served as chair of the board of all sponsored TRP mutual funds and trusts during that period and as president and/or chair of T. Rowe Price Investment Services, a registered broker/dealer, from 1996 to 2018. Mr. Bernard served as a director of TRP from 1999 to April 2019. From January 2023 to December 2025, he served as Chair of the Financial Accounting Foundation. He also previously served as chair of the board of governors, and as a member of the executive committee, of the Investment Company Institute, the national trade association for the mutual fund industry, and as a director of UTI Asset Management Company. Mr. Bernard received his B.A. from Brown University and an M.B.A. from New York University. QUALIFICATIONS Mr. Bernard’s pertinent qualifications include expertise in the wealth management industry, gained through his over 30 years of experience in investment management and leadership roles as a member of the board of governors at the Investment Company Institute; his high level of operating, management and strategic planning experience, gained through his executive positions and roles as vice chair of the board of directors of TRP and chair of all sponsored TRP mutual funds and trusts; and his deep understanding of financial product distribution, compliance requirements and the perspectives of advisors and their retail clients, including with respect to the use of technology, product and analytics as a competitive differentiator. |

  23. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  24. Election of Directors

    | | 2026 Proxy Statement | 11 |

  25. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  26. Election of Directors

    H. Paulett Eberhart

  27. Election of Directors

    | AGE 72 DIRECTOR SINCE 2014 INDEPENDENT COMMITTEES: • Audit and Risk Committee (Chair) • Compensation Committee OTHER PUBLIC COMPANY BOARDS Current • Valero Energy Corporation • Fluor Corporation • KORE Wireless Past 5 Years • Vine Energy | BACKGROUND Ms. Eberhart currently serves as chair and chief executive officer of HMS Ventures, a privately-held business involved with technology services and the acquisition and management of real estate. From 2011 through 2014, she served as president and chief executive officer of CDI Corp. (“CDI”), a provider of engineering and information technology outsourcing and professional staffing services that was then a public company. Ms. Eberhart also served as chair and chief executive officer of HMS Ventures from January 2009 until January 2011. She served as president and chief executive officer of Invensys Process Systems, Inc. (“Invensys”), a process automation company, from January 2007 to January 2009. From 1978 to 2004, she was an employee of Electronic Data Systems Corporation (“EDS”), an information technology and business process outsourcing company that was subsequently acquired by the Hewlett-Packard Company, and held roles of increasing responsibility over time, including senior level financial and operating roles as president of Americas of EDS from 2003 until March 2004 and senior vice president of EDS and president of Solutions Consulting from 2002 to 2003. She is a Certified Public Accountant and received her B.S. from Bowling Green State University. QUALIFICATIONS Ms. Eberhart’s pertinent qualifications include her wealth of managerial and executive experience gained through her leadership as the chief executive officer of CDI, formerly an NYSE-listed public company, and Invensys, as well as her numerous years of service as an executive officer of EDS, including president of Americas; financial and accounting expertise gained through various other operating and financial positions during her 26 years at EDS; strong knowledge of the intersection of technology, data and finance industries; and knowledge and experience gained through her leadership and service on the boards of other public companies, including current service as lead director of Valero Energy Corporation and prior service as lead director of Anadarko Petroleum Corporation and risk oversight experience in chairing the governance and risk committee of its board of directors. |

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    | 12 | 2026 Proxy Statement | |

  29. Election of Directors

    William F. Glavin Jr.

  30. Election of Directors

    | AGE 67 DIRECTOR SINCE 2017 INDEPENDENT COMMITTEES: • Compensation Committee • Nominating and Governance Committee OTHER PUBLIC COMPANY BOARDS Current • Invesco Ltd. Past 5 Years • None | BACKGROUND Mr. Glavin served as chair of OppenheimerFunds, Inc., a global asset management firm (“OppenheimerFunds”), from 2009 until 2015, as chief executive officer from 2009 until 2014, and as president from 2009 until 2013. OppenheimerFunds was a majority owned subsidiary of MassMutual Financial Group (“MassMutual”), a mutual life insurance company, at which Mr. Glavin held several senior executive positions prior to joining OppenheimerFunds. He served as co-chief operating officer of MassMutual from 2007 to 2008, executive vice president, U.S. Insurance Group of MassMutual from 2006 to 2008, president and chief executive officer of Babson Capital Management LLC (“Babson”), an asset management firm and subsidiary of MassMutual, from 2005 until 2006 and chief operating officer of Babson from 2003 to 2005. Prior to joining MassMutual, Mr. Glavin was president and chief operating officer of Scudder Investments, an asset management firm, from 2000 to 2003. Mr. Glavin received his B.A. from the College of the Holy Cross. QUALIFICATIONS Mr. Glavin’s pertinent qualifications include his experience over the course of a 25-year career in the financial services industry, including as a chief executive officer and chief operating officer; extensive experience in strategic planning and talent management, in part based on his success in leading OppenheimerFunds through a period of significant market turbulence; a deep understanding of financial product distribution, compliance and operations, including technology demands in the financial services industry; and experience overseeing broker-dealers, including MassMutual’s broker-dealer MML Investor Services, LLC. |

  31. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  32. Election of Directors

    | | 2026 Proxy Statement | 13 |

  33. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  34. Election of Directors

    Somesh Khanna

  35. Election of Directors

    | AGE 61 DIRECTOR SINCE 2026 INDEPENDENT COMMITTEES: • Nominating and Governance Committee OTHER PUBLIC COMPANY BOARDS Current • KeyCorp Past 5 Years • None | BACKGROUND Mr. Khanna is a senior advisor at McKinsey & Company and has served as the executive co-chair of Apexon, an AI, data and digital-first technology services firm that specializes in accelerating business transformation, since June 2024. Previously, Mr. Khanna was senior partner at McKinsey & Company, which he joined in 1998. He co-led the Global Banking & Securities Practice from 2018 until 2023, led McKinsey Digital for Financial Services globally from 2014 to 2018, led McKinsey’s New York office from 2011 to 2012, and led its Property & Casualty Insurance Practice from 2009 to 2011. Prior to joining McKinsey & Company, Mr. Khanna served as chief executive officer of a digital business at eCredit, focused on trade receivables securitization in partnership with J.P. Morgan. Mr. Khanna serves on the board of directors of KeyCorp (NYSE: KEY). In addition, he currently serves on the boards of directors of Persado Inc., which provides an AI-powered marketing platform focused on driving compliant message performance, and ASAPP, which offers enterprise clients a customer experience platform that leverages AI agents to support customer service operations. He was previously on the board of Lincoln Center and SeriousFun Children’s Network. Mr. Khanna holds a M.S. in management from the Kellogg Graduate School of Management at Northwestern University, a Post-Graduate Diploma in management from the Indian Institute of Management (IIM) Calcutta, and a Bachelor of Technology in chemical engineering from the Indian Institute of Technology (IIT) New Delhi. QUALIFICATIONS Mr. Khanna’s pertinent qualifications include over 30 years of leadership in consulting and financial services, with expertise in digital strategy and organizational transformation in banking and insurance, a proven track record in building and scaling digital capabilities and leading productivity-enhancing initiatives, deep experience in new digital ventures, and governance and non-profit leadership through board roles at a public company and at major arts and philanthropic organizations. |

  36. Election of Directors

    | 14 | 2026 Proxy Statement | |

  37. Election of Directors

    Albert J. Ko

  38. Election of Directors

    | AGE 51 DIRECTOR SINCE 2023 INDEPENDENT COMMITTEES: • Audit and Risk Committee OTHER PUBLIC COMPANY BOARDS Current • None Past 5 Years • None | BACKGROUND Mr. Ko serves as the chief executive officer of Auctane, a global delivery experience company that operates brands such as ShipStation, Stamps.com, ShippingEasy, Ship Engine, Metapack and Packlink. Previously Mr. Ko served as chief executive officer of Early Warning Services, LLC, a bank-owned financial technology company that operates the Zelle Network®, a digital payments network connecting financial institutions, enabling real-time money transfers and person-to-person payments. He held this position from May 2019 until June 2023. From February 2006 to May 2019, Mr. Ko held senior executive roles at Intuit Inc., a business software company that specializes in financial software, including chief transformation officer, general manager of Mint, which is a personal financial management app, and head of product for Intuit’s Small Business Group. Prior to joining Intuit, Mr. Ko was a management consultant at both the Boston Consulting Group, Inc. and McKinsey & Company, where he advised technology and industrial clients. Mr. Ko received a B.A. from Yale University and a J.D. from Harvard Law School. QUALIFICATIONS Mr. Ko’s pertinent qualifications include: his 20-year career experience leading at-scale businesses and developing innovative product experiences in financial technology, payments, delivery and consumer and small business management; consumer insights and entrepreneurial mindset developed in overseeing transformational change initiatives at Intuit focused on best serving its customers; expertise in strategic planning and organizational effectiveness gained from his experience as a management consultant; and a deep understanding of the financial services industry, including institutional risk management, from serving as chief executive officer of a fintech company owned by seven of the country’s leading banks. |

  39. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  40. Election of Directors

    | | 2026 Proxy Statement | 15 |

  41. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  42. Election of Directors

    Allison H. Mnookin

  43. Election of Directors

    | AGE 55 DIRECTOR SINCE 2018 INDEPENDENT COMMITTEES: • Compensation Committee (Chair) • Nominating and Governance Committee OTHER PUBLIC COMPANY BOARDS Current • Bill Holdings, Inc. Past 5 Years • None | BACKGROUND Ms. Mnookin has served since July 2017 as a senior lecturer of business administration in the technology and operations management unit at the Harvard Business School. From April 2016 to November 2016, Ms. Mnookin served as the chief executive officer of QuickBase, Inc. (“QuickBase”), a provider of online application software which was spun-off by Intuit, Inc., a business software company that specializes in financial software, in 2016. Ms. Mnookin was an employee of Intuit from 1998 to 2016 and held roles of increasing responsibility over time, including vice president and general manager of Intuit’s QuickBase business from July 2010 to March 2016. She previously served as a director of Quartz Holding Company, the holding company of QuickBase, from November 2016 until its sale in April 2019. In addition, she currently serves on the board of directors of Bill Holdings, Inc. Prior to joining Intuit, she held several sales and product marketing positions with Oracle Corporation. Ms. Mnookin received her A.B. with honors from Harvard College and her M.B.A. from the Harvard Business School. QUALIFICATIONS Ms. Mnookin’s pertinent qualifications include her 20-year career in the technology industry, including executive leadership of high-growth cloud and business software companies, as well as service as a director of Bill Holdings, Inc., a public company that provides cloud-based software to simplify and automate back-office financial transactions for small- and mid-sized businesses. These experiences, including general management in Intuit’s small business division where she was responsible for leading a portfolio of Intuit’s business products, shaped her understanding of how businesses have transformed their technologies to increase strategic advantage. |

  44. Election of Directors

    | 16 | 2026 Proxy Statement | |

  45. Election of Directors

    Anne M. Mulcahy

  46. Election of Directors

    | AGE 73 DIRECTOR SINCE 2013 INDEPENDENT COMMITTEES: • Nominating and Governance Committee (Chair) OTHER PUBLIC COMPANY BOARDS Current • Graham Holdings Company Past 5 Years • Johnson & Johnson • Williams-Sonoma, Inc. | BACKGROUND Ms. Mulcahy served as chair of the board of trustees of Save The Children Federation, Inc., a non-profit organization dedicated to creating lasting change in the lives of children throughout the world, from March 2010 to February 2017. She continues to serve as chairman emeritus of Save The Children Federation, Inc., and is currently the chair of the Nature Conservancy of Connecticut. She previously served as chair of the board of Xerox Corporation (“Xerox”), a global business services and document technology provider, from January 2002 to May 2010, and chief executive officer of Xerox from August 2001 to July 2009. Prior to serving as a chief executive officer, Ms. Mulcahy was president and chief operating officer of Xerox. Ms. Mulcahy received a B.A. from Marymount College of Fordham University. QUALIFICATIONS Ms. Mulcahy’s pertinent qualifications include her extensive experience in all areas of business management and strategic execution as she led Xerox through a transformational turnaround; valuable insights into organizational and operational management issues, including business innovation, financial management and talent development; and leadership roles in business trade associations, public policy activities and other public companies, including as lead independent director of Johnson & Johnson, which provide the Board with additional expertise in the area of organizational effectiveness. |

  47. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  48. Election of Directors

    | | 2026 Proxy Statement | 17 |

  49. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  50. Election of Directors

    James S. Putnam

  51. Election of Directors

    | AGE 71 DIRECTOR SINCE 2005 INDEPENDENT CHAIR OF THE BOARD COMMITTEES: • Compensation Committee OTHER PUBLIC COMPANY BOARDS Current • None Past 5 Years • None | BACKGROUND Mr. Putnam has served as chair of the Board of Directors since March 2017, and he served as our lead director from June 2016 until March 2017. He was employed by LPL Financial from 1983 to 2005 and served as its managing director of national sales from 1987 to 2005. In that role, he was responsible for the recruitment, retention and management of LPL Financial advisors, as well as branch development, marketing and all product sales. Mr. Putnam also previously served as the chief executive officer of Global Portfolio Advisors (“GPA”), formerly a global brokerage clearing services provider that sold substantially all of its operations in 2014. GPA was under common ownership with LPL Financial until 2005, and Mr. Putnam served as chief executive officer of GPA from 2004 until 2014. He began his securities career as a retail representative with Dean Witter Reynolds in 1979. Mr. Putnam received a B.A. from Western Illinois University. QUALIFICATIONS Mr. Putnam’s pertinent qualifications include his unique historical perspective and insights into our operations as our former managing director of national sales; operating, business and management experience as the chief executive officer at GPA; and expertise in the financial industry and deep familiarity with our advisors. |

  52. Election of Directors

    | 18 | 2026 Proxy Statement | |

  53. Election of Directors

    Richard P. Schifter

  54. Election of Directors

    | AGE 73 DIRECTOR SINCE 2005 INDEPENDENT COMMITTEES: • Audit and Risk Committee OTHER PUBLIC COMPANY BOARDS Current • None Past 5 Years • EnLink Midstream, LLC | BACKGROUND Mr. Schifter is a senior advisor of TPG, a leading global private investment firm. He was a partner at TPG from 1994 through 2013. Prior to joining TPG, Mr. Schifter was a partner at the law firm of Arnold & Porter in Washington, D.C. where he specialized in bankruptcy law and corporate restructuring. He joined Arnold & Porter in 1979 and was a partner from 1986 through 1994. He received a B.A. with distinction from George Washington University and a J.D. cum laude from the University of Pennsylvania Law School. He is currently an adjunct professor of law at the New York University School of Law. QUALIFICATIONS Mr. Schifter’s pertinent qualifications include his high level of financial literacy gained through his investment experience as a TPG partner; experience on other company boards and board committees; and nearly 15 years of experience as a corporate attorney with an internationally-recognized law firm. |

  55. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  56. Election of Directors

    | | 2026 Proxy Statement | 19 |

  57. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  58. Election of Directors

    Richard Steinmeier

  59. Election of Directors

    | AGE 52 DIRECTOR SINCE 2024 OTHER PUBLIC COMPANY BOARDS Current • None Past 5 Years • None | BACKGROUND Mr. Steinmeier has served as our chief executive officer since October 2024. Prior to being appointed as our chief executive officer, Mr. Steinmeier served as managing director, chief growth officer from May 2024 to October 2024, as managing director and divisional president, business strategy and growth from November 2023 to May 2024 and as managing director and divisional president, business development from August 2018 to November 2023. As chief growth officer, he led teams responsible for shaping corporate and business line strategy, recruiting new financial advisors and institutions, leading the field management of LPL employee advisors, creating and deploying capital solutions to LPL clients, and leading the marketing and communications functions. Prior to joining LPL Financial, Mr. Steinmeier served as managing director, head of digital strategy and platforms for UBS Wealth Management Americas from September 2017 to August 2018 and as managing director, head of the Emerging Affluent Segment and Wealth Advice Center from August 2012 to September 2017. Prior to UBS, Mr. Steinmeier held a variety of leadership roles at Merrill Lynch, most recently as managing director of the Merrill Edge Advisory Center from February 2009 to August 2012. Prior to joining Merrill Lynch, he served as an engagement manager at McKinsey & Company from 2002 to 2006. Mr. Steinmeier earned a B.S. in economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Stanford University. QUALIFICATIONS Mr. Steinmeier’s pertinent qualifications include his unique perspective and insights into our operations as our current chief executive officer, including knowledge of our business relationships, competitive and financial positioning, senior leadership, and strategic opportunities and challenges; his deep understanding of competitive dynamics in the wealth management industry developed leading the teams responsible for shaping corporate and business line strategy and recruiting new financial advisors and institutions; the trusted relationships he has established with clients and employees; and his operating, business and management experience as the managing director responsible for growth and strategy, and now chief executive officer, of a public company. |

  60. Election of Directors

    | 20 | 2026 Proxy Statement | |

  61. Election of Directors

    Corey E. Thomas

  62. Election of Directors

    | AGE 49 DIRECTOR SINCE 2019 INDEPENDENT COMMITTEES: • Audit and Risk Committee • Nominating and Governance Committee OTHER PUBLIC COMPANY BOARDS Current • Rapid7, Inc. Past 5 Years • Catalyst Partners Acquisition Corp. | BACKGROUND Mr. Thomas serves as chief executive officer of Rapid7, Inc. (“Rapid7”), a public company that provides analytics for security and information technology operations. Mr. Thomas has been chief executive officer and a director since October 2012. From November 2008 to September 2012, Mr. Thomas held various other roles at Rapid7, including serving as chief operating officer. He also currently serves as chair of the board of directors of Blue Cross Blue Shield of Massachusetts, a nonprofit private health insurance company, and as a director of the Federal Reserve Bank of Boston. Mr. Thomas received a B.E. from Vanderbilt University and an M.B.A. from the Harvard Business School. QUALIFICATIONS Mr. Thomas’s pertinent qualifications include his general management experience, including his top-level perspective on strategy and organization management as the chief executive officer of a public company; strategic insights with regard to information technology, cybersecurity and global sales and marketing gained through his career in the technology industry; an entrepreneurial mindset focused on solving the needs of clients ranging widely in size and industry; and experience leading operations involving multiple product delivery models, including his past role as a chief operating officer. |

  63. Election of Directors

    In the vote on the election of the director nominees, stockholders may:

  64. Election of Directors

    | • | Vote FOR any of the nominees; |

  65. Election of Directors

    | • | Vote AGAINST any of the nominees; or |

  66. Election of Directors

    | • | ABSTAIN from voting as to any of the nominees. |

  67. Election of Directors

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE-NAMED NOMINEES AS A DIRECTOR.

  68. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  69. Election of Directors

    | | 2026 Proxy Statement | 21 |

  70. Election of Directors

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  71. Information Regarding Board and Committee Structure

    Information Regarding Board and Committee Structure During 2025, the Board of Directors consisted of ten directors. In January 2026, Mr. Khanna was appointed to the Board of Directors. In 2025, the Board held seven meetings. Each of our directors attended, during the period for which they served as director, at least 75% of the aggregate of:

  72. Information Regarding Board and Committee Structure

    | • | the total number of meetings of the Board of Directors during 2025; and |

  73. Information Regarding Board and Committee Structure

    | • | the total number of meetings held by all committees of the Board on which the director served during 2025. |

  74. Information Regarding Board and Committee Structure

    Our Corporate Governance Guidelines provide that each director who is nominated for election is expected to attend the Annual Meeting. Eight of the ten nominees for election at the 2025 annual meeting of stockholders attended such meeting. Corporate Governance Guidelines, Committee Charters and Code of Conduct We believe that good corporate governance is important to ensure that we are managed for the long-term benefit of our stakeholders. Our Board of Directors has adopted our Corporate Governance Guidelines to set clear parameters for the operation of our Board. Our Board of Directors has also adopted charters for the Audit and Risk Committee, Nominating and Governance Committee, and Compensation Committee, as well as a code of conduct for our non-employee directors. We have also adopted a code of conduct that applies to, among others, our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. Copies of our Annual Report, committee charters, Corporate Governance Guidelines and codes of conduct are available, free of charge, by writing to us at the following address: LPL Financial Holdings Inc. 1055 LPL Way Fort Mill, SC 29715 Attn: Investor Relations Our Annual Report, committee charters, Corporate Governance Guidelines and codes of conduct are also available on our website at www.lpl.com under the “Investor Relations” section. If we make substantive amendments to, or grant waivers from, the code of conduct for certain of our executive officers, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

  75. Information Regarding Board and Committee Structure

    | 22 | 2026 Proxy Statement | |

  76. Information Regarding Board and Committee Structure

    | Corporate Governance Highlights | | We have implemented several important measures that are designed to promote long-term stakeholder value: | | • Our Board consists of a single class of directors elected on an annual basis who may be removed with or without cause. Accordingly, our stockholders are able to register their views on the performance of all directors on an annual basis, enhancing the accountability of our Board to our stockholders. | | • We currently separate the offices of the chair of the Board and chief executive officer of the Company, although the Board maintains the flexibility to select the chair of the Board and its leadership structure based on the criteria that it deems to be in the best interests of the Company and its stakeholders. | | • Our bylaws provide for a majority voting standard in uncontested director elections. We also have adopted a director resignation policy in our Corporate Governance Guidelines pursuant to which a director who does not receive support from holders of a majority of shares voted in an uncontested election must tender his or her resignation and, if our Board accepts the resignation, step down from our Board. This makes director elections more meaningful for our stockholders and promotes accountability. | | • Our bylaws provide for proxy access by permitting a stockholder, or a group of up to 20 stockholders, that has owned at least three percent of our Common Stock continuously for three years to nominate and include in the Company’s annual meeting proxy materials the greater of two directors or 20 percent of the Board, provided that the stockholders and nominees satisfy the requirements specified in the bylaws. | | • To facilitate Board refreshment, we have adopted a director retirement policy in our Corporate Governance Guidelines pursuant to which any director who reaches the age of 75 while serving as a director will retire from the Board effective as of the end of his or her then-current term. | | • We seek an advisory vote on the compensation of our named executive officers annually, which underscores the careful consideration we give to our stockholders’ views on our compensation practices. | | • We have established a compensation clawback policy that, subject to limited exceptions, requires the Company to recoup cash and equity incentive-based compensation from executive officers in the event of certain financial restatements. In addition, we have adopted a supplemental compensation clawback policy that allows the Company to recoup cash and both time- and incentive-based equity compensation from executive officers in broader circumstances, including willful misconduct. | | • Our executive officers are subject to equity ownership guidelines that set minimum ownership requirements based on a multiple of annual base salary, which aligns the interests of senior management with the interests of our stockholders. | | • We have also adopted equity ownership guidelines for directors, which set minimum ownership requirements based on a multiple of the cash portion of the annual base retainer then in effect. | | • Our Insider Trading Policy prohibits our executives and directors from pledging and hedging our Common Stock, in order to preserve the alignment with the interests of stockholders that our equity awards are designed to create. |

  77. Information Regarding Board and Committee Structure

    Director Independence The listing standards of the Nasdaq Global Select Market (“Nasdaq”) require that, subject to specified exceptions, each member of a listed company’s audit, nominating and governance, and compensation committees be independent. Nasdaq listing rules further provide that a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that

  78. Information Regarding Board and Committee Structure

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  79. Information Regarding Board and Committee Structure

    | | 2026 Proxy Statement | 23 |

  80. Information Regarding Board and Committee Structure

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  81. Information Regarding Board and Committee Structure

    person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and compensation committee members are also subject to heightened independence criteria under Nasdaq rules. After its evaluation of director independence, the Board of Directors has affirmatively determined that Messrs. Bernard, Glavin, Khanna, Ko, Putnam, Schifter and Thomas, and Mses. Eberhart, Mnookin and Mulcahy are independent directors under applicable Nasdaq rules. Board Composition and Leadership Structure of the Board of Directors Our business and affairs are managed under the direction of the Board of Directors. As of April 2, 2026, our Board of Directors was composed of 11 directors. Under our Amended and Restated Certificate of Incorporation, the number of directors may not be fewer than three or more than 15. The authorized number of directors may be changed only by resolution of the Board of Directors. The Board does not have a fixed policy regarding the separation of the offices of chair of the Board and chief executive officer of the Company. Rather, the Board believes that it should maintain the flexibility to select the chair of the Board and its Board leadership structure from time to time, based on the criteria that it deems to be in the best interests of the Company and its stakeholders. At this time, the Company believes that having a separate chief executive officer and chair allows Mr. Steinmeier to focus on his role as chief executive officer and increases the Board’s independence from management, promoting effective monitoring and oversight. As non-executive chair, Mr. Putnam serves as a key channel of communication between the independent directors and our chief executive officer, coordinates the agenda for each meeting of the Board and establishes the agenda for and leads meetings of the independent directors. Board Oversight

  82. Board of Directors Compensation

    Board of Directors Compensation Director Compensation Policy Our Non-Employee Director Compensation Policy (the “Director Compensation Policy”) provides that each of our non-employee directors receives an annual service retainer of $310,000. Of this amount, $105,000 is paid in a lump sum in cash (or, at the director’s election, in the form of shares of our Common Stock as described below) and $205,000 is paid in the form of restricted shares of our Common Stock granted under our 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). Directors can elect to defer receipt of the equity portion, or both the equity and cash portions, of their service retainers, as described under “Deferred Compensation Plan” below. The following table sets forth the additional annual service retainers under our Director Compensation Policy that members of our standing committees received for their additional duties during 2025:

  83. Board of Directors Compensation

    | | Chair | Each Other Member | | Audit and Risk Committee | $30,000 | $15,000 | | Compensation Committee | $25,000 | $12,500 | | Nominating and Governance Committee | $20,000 | $10,000 |

  84. Board of Directors Compensation

    Our Director Compensation Policy also provides that the chair of the Board receives an additional annual service retainer of $140,000 in connection with his or her additional duties. The retainers for committee and chair service are paid in cash in installments following the end of each quarter of service. Our directors are also reimbursed for expenses incurred in connection with their attendance at Board and committee meetings. Mr. Steinmeier does not receive additional compensation for his service as a director. As noted above, each of our non-employee directors elected at our 2025 annual meeting of stockholders was granted an annual award of restricted stock or, as described below under “Deferred Compensation Plan,” deferred stock units, having a grant date value of $205,000 (based on the average of the closing price of our Common Stock for the trailing thirty consecutive trading days including the grant date). Mr. Khanna, who was elected to our Board in January 2026, was granted a prorated annual award of deferred stock units having a grant date value of $51,250 (based on the average of the closing price of our Common Stock for the trailing thirty consecutive trading days including the grant date) under the terms of our Director Compensation Policy. In each case, these awards vest in full on May 13, 2026, which is the day prior to the Annual Meeting, generally subject to the director’s continued service through that date. We believe these equity grants serve to further align our directors’ interests with the interests of our stockholders. Our Director Compensation Policy permits non-employee directors to make an election to be issued, in lieu of the cash portion of their annual service retainer, fully vested shares of our Common Stock. In 2025, the number of fully vested shares was determined by dividing $105,000 by the average of the closing price of our Common Stock for the trailing thirty consecutive trading days including the date such shares were granted. The Compensation Committee annually reviews the director compensation practices of our compensation peer group, as described under “Benchmarking” in the Compensation Discussion and Analysis, with the assistance of the Compensation Consultant. As a result of the 2025 benchmarking analysis, to align director compensation more closely with the median of our peer group, the Compensation Committee recommended an increase of $5,000 in the amount of the cash portion and $20,000 in the amount of the equity portion of the annual service retainer under our Director

  85. Board of Directors Compensation

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  86. Board of Directors Compensation

    | | 2026 Proxy Statement | 35 |

  87. Board of Directors Compensation

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  88. Board of Directors Compensation

    Compensation Policy, which was approved by the Board effective May 22, 2025. The Compensation Committee did not recommend any other changes to our Director Compensation Policy for 2025. Deferred Compensation Plan Under the LPL Financial Holdings Inc. Non-Employee Director Deferred Compensation Plan (the “Deferred Plan”), non-employee directors may make an election to defer receipt of the equity portion, or both the equity and cash portions, of their service retainers. For directors who made such a deferral election, a book-entry account was established and credited with a number of deferred stock units granted under our 2021 Plan equal in value to the shares and, if so elected by the director, the cash, that would otherwise have been granted or paid absent such deferral election, with each deferred stock unit representing the right to receive a share of our Common Stock. Deferred stock units issued in respect of the cash portion of a director’s service retainer are vested upon issuance. Deferred stock units issued in respect of the equity portion of a director’s service retainer vest on the date on which such equity portion would have vested had it not been deferred, generally subject to the director’s continued service through that date. Upon the declaration of a dividend on our Common Stock, dividend equivalent rights are credited to a director’s book-entry account, in the form of additional stock units, on both vested and unvested deferred stock units, in an amount equal to the dividend that would have been paid on the shares underlying the deferred stock units had they been outstanding on the dividend record date, rounded down to the nearest whole share. Dividend equivalent rights are subject to the vesting requirements, if any, associated with the award upon which they were granted. The value of such dividend equivalent rights is determined based on the closing price per share of our Common Stock on the dividend payment date. Shares underlying the deferred stock units in each director’s book-entry account will be issued only upon the director’s separation from service or a change in control, as defined in the Deferred Plan. Equity Ownership Guidelines Our Corporate Governance Guidelines include equity ownership guidelines for non-employee directors. Within five years of the date of his or her election to the Board, each non-employee director must maintain ownership of shares of Common Stock equal to five times the cash portion of the annual service retainer for Board service then in effect, not including any retainers for committee or chair service. All shares owned outright and beneficially owned by a non-employee director, including all shares of unvested restricted stock and all shares issuable pursuant to vested and unvested deferred stock units, are counted in determining compliance with such minimum ownership requirement. As of March 16, 2026, each of our non-employee directors except for Mr. Khanna, who was elected to the Board in January 2026, satisfied this minimum ownership requirement. The following table sets forth the compensation received by each non-employee director for service on the Board and its committees for the fiscal year ended December 31, 2025. In addition to the payments disclosed in the table below, our directors were reimbursed for out-of-pocket expenses incurred in connection with their attendance at Board and committee meetings.

  89. Board of Directors Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Edward C. Bernard | 142,230(3) | 224,245(4) | 366,475 | | H. Paulett Eberhart | 147,500 | 224,245(4) | 371,745 | | William F. Glavin, Jr. | 137,230(3) | 224,245(4) | 361,475 | | Albert J. Ko | 129,730(3) | 224,245 | 353,975 | | Allison H. Mnookin | 140,000 | 224,245(4) | 364,245 | | Anne M. Mulcahy | 134,730(3) | 224,245 | 358,975 | | James S. Putnam | 257,500 | 224,245(4) | 481,745 | | Richard P. Schifter | 129,730(3) | 224,245(4) | 353,975 | | Corey E. Thomas | 139,730(3) | 224,245(4) | 363,975 |

  90. Non-Employee Director Compensation Mix(5)

    Non-Employee Director Compensation Mix(5)

  91. Non-Employee Director Compensation Mix(5)

    | 36 | 2026 Proxy Statement | |

  92. Non-Employee Director Compensation Mix(5)

    | (1) The amounts shown in this column represent the aggregate grant date fair value of restricted stock awards or, in the case of non-employee directors who elected to defer receipt of the equity portion of the annual service retainer, deferred stock units granted to our non-employee directors in 2025 in connection with the equity portion of the annual service retainer. The aggregate grant date fair value of the restricted stock awards and deferred stock units, as determined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, was determined by multiplying the number of shares underlying the award by $372.50, which was the closing price per share of our Common Stock on the grant date. For information regarding the number of shares of restricted stock and unvested deferred stock units held by each non-employee director as of December 31, 2025, see the table in footnote 2 below. The amounts shown in this column do not include the value of any fully vested shares of Common Stock or deferred stock units that certain of our non-employee directors elected to receive in lieu of the cash portion of the annual service retainer. In accordance with SEC rules, such amounts are shown in the column “Fees Earned or Paid in Cash.” Restricted stock carries the same voting and dividend rights as shares outstanding. Deferred stock units are credited with dividend equivalents as and when dividends are paid, subject to any applicable vesting requirements associated with the award. |

  93. Non-Employee Director Compensation Mix(5)

    | (2) The following table shows the aggregate number of shares of restricted stock and unvested and vested deferred stock units held by each of our non-employee directors as of December 31, 2025. All restricted stock awards and unvested deferred stock units reported in the table below will vest in full on May 13, 2026. |

  94. Non-Employee Director Compensation Mix(5)

    | Name | Restricted Stock Awards (#) | Unvested Deferred Stock Units (#) | Vested Deferred Stock Units (#) | | Edward C. Bernard | — | 602 | 8,890 | | H. Paulett Eberhart | — | 602 | 8,141 | | William F. Glavin, Jr. | — | 602 | 21,643 | | Albert J. Ko | 602 | — | — | | Allison H. Mnookin | — | 602 | 5,537 | | Anne M. Mulcahy | 602 | — | — | | James S. Putnam | — | 602 | 13,877 | | Richard P. Schifter | — | 602 | 27,301 | | Corey E. Thomas | — | 602 | 12,155 |

  95. Non-Employee Director Compensation Mix(5)

    | (3) This amount includes the value of fully vested shares of Common Stock or, as described below, deferred stock units that the director elected to receive in lieu of the cash portion of the director’s annual service retainer. The aggregate grant date fair value of these shares and deferred stock units, as determined under FASB ASC Topic 718, was determined by multiplying the number of shares underlying the award by $372.50, which represents the closing price per share of our Common Stock on the grant date. Each of Messrs. Bernard, Glavin, Schifter and Thomas delivered a written deferral election under the Deferred Plan pursuant to which the director elected to defer receipt of the cash portion of the annual service retainer and instead receive deferred stock units of equivalent value. |

  96. Non-Employee Director Compensation Mix(5)

    | (4) Each of Messrs. Bernard, Glavin, Putnam, Schifter and Thomas and Mses. Eberhart and Mnookin delivered a written deferral election under the Deferred Plan pursuant to which the director elected to defer receipt of the equity portion of his or her annual service retainer and instead receive deferred stock units of equivalent value. |

  97. Non-Employee Director Compensation Mix(5)

    | (5) Percentages represent the average of our non-employee directors’ total fees earned or paid in cash, and total stock awards value, as a percentage of total compensation received by our non-employee directors for service on our Board. |

  98. Non-Employee Director Compensation Mix(5)

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  99. Non-Employee Director Compensation Mix(5)

    | | 2026 Proxy Statement | 37 |

  100. Non-Employee Director Compensation Mix(5)

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  101. SUMMARY OF 2025 CORPORATE PERFORMANCE

    SUMMARY OF 2025 CORPORATE PERFORMANCE The following information is intended to provide additional context for the Compensation Committee’s assessment of the Company’s overall performance in 2025 for compensation-related purposes. As discussed below, the Compensation Committee established a bonus pool funding framework in January 2025 that assigned equal weighting to the achievement of the Company’s 2025 financial performance targets and 2025 business goals (together, the “2025 Corporate Goals”). The Compensation Committee retained a limited amount of discretion to adjust bonus pool funding based on its assessment of key drivers of the Company’s performance. The Company delivered solid business and financial results in 2025. The Company’s total advisory and brokerage assets increased 36% year-over-year to reach a new high of $2.4 trillion as of December 31, 2025. The increase was driven by continued organic growth, the Company’s acquisition of Commonwealth Financial Network and higher equity markets. Total organic net new assets of $147 billion in 2025 translated to an 8% growth rate. Organic growth was driven by strength across our affiliation models, including the onboarding of the retail wealth management businesses of Wintrust Financial and First Horizon. Organic growth, combined with a favorable macro environment and expense discipline, led to solid financial performance. The Company’s gross profit increased 24% year-over-year to $5.6 billion for 2025. Core general and administrative expense (“Core G&A”) increased 22% from the prior year to $1.9 billion, which was below the Company’s target range for 2025. The gross profit and Core G&A results contributed to EBITDA of $2.2 billion and Adjusted EBITDA of $2.9 billion, which reflected year-over-year increases of 3% and 31%, respectively. Gross profit, Core G&A, EBITDA and Adjusted EBITDA are non-GAAP financial measures that are described under “Non-GAAP Financial Measures” in Appendix A. The Company’s share price appreciated 9% in 2025. For additional discussion and analysis of the Company’s 2025 financial performance, please refer to the Annual Report. As discussed below, the Compensation Committee determined that the Company exceeded its 2025 financial performance targets and met its 2025 business goals. As a result, the 2025 bonus pool was funded above the target level and the annual cash bonus awards to our employees were generally paid at target level, or above target level for high performing employees, including our NEOs. This approach is consistent with the Compensation Committee’s philosophy and past practice.

  102. ($ in millions)

    | COMPENSATION PHILOSOPHY | | Under the oversight of the Compensation Committee, our executive compensation program rewards sustained positive financial and operating performance. Our executive compensation program is designed to align our executives’ compensation to the performance of the Company while avoiding practices that may create unwarranted risk. | | The design and operation of our executive compensation program reflect the following basic objectives: | | • aligning the interests of our executive officers with the interests of our Company and its stakeholders; | | • linking our executive officers’ compensation to the achievement of both short-term and long-term strategic and operational goals; and | | • attracting, motivating and retaining highly qualified executive officers who are passionate about the mission of our Company. | | We seek to achieve these objectives through the following guiding compensation principles: | | • paying compensation that is competitive with that offered for similar positions within companies in our peer group; | | • striking an appropriate balance between short-term and long-term compensation, as well as cash- and equity-based compensation; | | • linking short-term and long-term performance-based compensation primarily to objective and quantifiable performance measures; | | • rewarding Company and business unit performance, as well as individual performance and potential; and | | • using equity-based compensation for a significant portion of total compensation. | | Each year’s compensation decisions for each executive officer may take into account: | | • the scope and scale of the executive officer’s role, including its overall impact to the Company and its criticality to realizing the Company’s strategic objectives; | | • the executive officer’s performance record, with a focus on rewarding high performance; | | • market data, including benchmarking data, with the goal of aligning the compensation of high-performing executive officers to a market-competitive range; and | | • the risk and impact of role disruption, with the goal of supporting high-performing executive officers’ commitment to the Company. |

  103. ($ in millions)

    | COMPENSATION GOVERNANCE | | In order to implement our compensation philosophy, and to promote strong governance and alignment with stakeholder interests, we do the following: | | ✓ maintain a pay mix that emphasizes variable, performance-based compensation over fixed compensation; | | ✓ maintain stock ownership guidelines for executive officers; | | ✓ maintain compensation clawback policies that, subject to limited exceptions, require the Company to recoup cash and equity incentive-based compensation from executive officers in the event of certain financial restatements, and also allow the Company to recoup cash and both time- and incentive-based equity compensation from executive officers in broader circumstances, including those involving willful misconduct; | | ✓ retain an independent compensation consultant engaged by, and reporting directly to, the Compensation Committee; | | ✓ benchmark executive compensation against peers with which we compete for talent; | | ✓ conduct annual risk assessments of our executive compensation policies and practices; | | ✓ hold an annual stockholder “say-on-pay” vote; and | | ✓ hold Compensation Committee executive sessions without management present. | | In addition, we do not do the following: | | × re-price stock options without stockholder approval; | | × permit hedging transactions or short sales by executives; | | × permit pledging or holding company stock in a margin account by executives; | | × enter into individual employment agreements; | | × provide excise tax gross-ups under agreements with executives; or | | × grant “spring-loaded” equity awards, which take advantage of material non-public information to enhance the value awarded to recipients. |

  104. ($ in millions)

    | • | annual cash bonus opportunity; |

  105. ($ in millions)

    | • | long-term equity incentive (“LTI”) awards; and |

  106. ($ in millions)

    | • | severance and change-in-control benefits. |

  107. NEO Compensation Mix

    In increasing our NEOs’ base salaries, the Compensation Committee considered the competitiveness and mix of each executive’s total compensation opportunity based on benchmarking data prepared by the Compensation Consultant. This benchmarking data included compensation data for comparable roles at relevant peer companies and other survey data, as described further in the “Benchmarking” section (“Benchmarking Data”). In each case, the Compensation Committee’s determination to increase the NEO’s base salary and its determination of the magnitude of such increase were made to more closely align such salary level with market levels on the basis of the Benchmarking Data and in consultation with the Compensation Consultant. The 2025 salary compensation for all of our NEOs appears in the Summary Compensation Table that follows this CD&A. Annual Cash Bonus Awards We provide annual cash bonus awards to tie a significant portion of the overall cash compensation of our senior executives, including our NEOs, to the achievement of annually established, key short-term financial performance targets and business goals of the Company. See “Bonus Pool Funding Framework” and “2025 Business Goals Performance Evaluation” below for a description of these targets and goals and our 2025 performance against them. The Compensation Committee believes that our NEOs, as key members of the Company’s leadership team, share responsibility for supporting the financial and business goals and performance of the Company. At the beginning of 2025, the Compensation Committee established:

  108. NEO Compensation Mix

    | • | the target cash bonus award amounts for each NEO; and |

  109. NEO Compensation Mix

    | • | a bonus pool funding framework that provided a potential range of bonus pool funding based on the level of achievement of the Company’s 2025 Corporate Goals, which were approved by the Board and consisted of both financial and business goals. |

  110. TARGET BONUS AWARD AMOUNTS

    TARGET BONUS AWARD AMOUNTS The Compensation Committee sets individual target bonus award amounts for each of our executive officers, including our NEOs, by taking into account the Benchmarking Data, the nature of their role and their potential to drive the strategy, planning, execution and outcomes related to the

  111. TARGET BONUS AWARD AMOUNTS

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  112. TARGET BONUS AWARD AMOUNTS

    | | 2026 Proxy Statement | 43 |

  113. TARGET BONUS AWARD AMOUNTS

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  114. TARGET BONUS AWARD AMOUNTS

    achievement of the Company’s 2025 Corporate Goals, rather than focusing only on their individual business unit or function.

  115. BONUS POOL FUNDING FRAMEWORK

    BONUS POOL FUNDING FRAMEWORK In establishing the 2025 bonus pool funding framework at the beginning of 2025, the Compensation Committee maintained the same general approach to assessing corporate performance that it has used since 2018. In this approach, bonus pool funding is determined by the Compensation Committee based on the Company’s achievement of pre-established financial and business goals (the “2025 Financial Performance Goals” and “2025 Business Goals,” respectively), with the Compensation Committee reserving limited discretion to adjust funding based on its assessments of key drivers of the Company’s performance. The Compensation Committee assessed the Company’s 2025 Financial Performance Goals based on metrics approved by the Board of Directors at the beginning of the year. Consistent with its historical practice, the Compensation Committee selected Incentive EBITDA as the primary metric to evaluate the 2025 Financial Performance Goals. Incentive EBITDA is a non-GAAP financial measure that is described under “Non-GAAP Financial Measures” in Appendix A. In addition, the Compensation Committee again selected relative TSR as a secondary metric to evaluate the Company’s 2025 Financial Performance Goals, and determined that the Company’s TSR for 2025 would be evaluated according to its percentile rank among a comparator group consisting of companies in the (1) Asset Management & Custody Banks and (2) Investment Banking & Brokerage Sub-Industry classifications of the Standard & Poor’s 1500 Capital Markets Industry classification (the “Comparator Group”), the same classifications used for the comparator group in 2024. In selecting these financial performance metrics, the Compensation Committee believed that Incentive EBITDA continued to serve as a useful metric in assessing the Company’s earnings from operations because it excludes certain items that are not representative of the performance of the Company’s core business, such as certain acquisitions or integrations during the performance period. The Compensation Committee introduced relative TSR as a secondary metric in 2021 because it believed it is meaningful for assessing the Company’s financial performance relative to companies facing a similar level of macroeconomic sensitivity. In addition to financial performance, the Compensation Committee assessed the following four 2025 Business Goals under the bonus pool funding framework, which were also approved by the Board of Directors at the beginning of the year, along with underlying initiatives and quantitative key results:

  116. BONUS POOL FUNDING FRAMEWORK

    | • | Compete for all advisors (the “Compete Goal”), focused on delivering unprecedented flexibility to compete for every advisor; |

  117. BONUS POOL FUNDING FRAMEWORK

    | • | Maximize advisor success through durable differentiation (the “Differentiation Goal”), focused on enriching the end-investor experience, expanding the breadth and depth of advice; delivering a world-class wealth management platform; partnering in building the perfect business; providing an extraordinary operating platform; and transforming the advisor experience; |

  118. BONUS POOL FUNDING FRAMEWORK

    | • | Advisor lifecycle solutions (the “Solutions Goal”), focused on empowering advisors with key lifecycle capital solutions; and |

  119. BONUS POOL FUNDING FRAMEWORK

    | • | Strategic enablers (the “Enablers Goal”), focused on people, technology and data enablement. |

  120. BONUS POOL FUNDING FRAMEWORK

    | 44 | 2026 Proxy Statement | |

  121. BONUS POOL FUNDING FRAMEWORK

    To determine the bonus pool funding for 2025, the Compensation Committee assigned the following baseline weightings, which reflected equal weighting of the achievement of the Company’s 2025 Financial Performance Goals, on the one hand, and 2025 Business Goals, on the other:

  122. Baseline Criteria Weightings

    Baseline Criteria Weightings The Compensation Committee assigns baseline criteria weightings assuming performance at target, with the actual amount funded with respect to each component adjusted up or down depending on performance. Target performance as it related collectively to the 2025 Corporate Goals would have yielded a 2025 bonus pool funding of $136 million, subject to the discretion of the Compensation Committee to increase or decrease the bonus pool funding by up to 20%. Financial Performance Goals (40% baseline weighting). The Compensation Committee established the following baseline weights for the Company’s two financial performance goals:

  123. Baseline Criteria Weightings

    | Goal | Baseline Weight | | Incentive EBITDA Goal | 30% | | Relative TSR Goal | 10% | | Total Financial Performance | 40% |

  124. Baseline Criteria Weightings

    For both financial performance goals, the range of potential bonus pool funding was scaled such that performance above target would yield a payout proportionately greater than the baseline and performance below target would yield a payout proportionately below the baseline. This approach was intended to ensure that the Company’s 2025 financial performance was a significant component of the overall bonus pool funding determination. The range of potential bonus pool funding for the Company’s Incentive EBITDA goal is illustrated in the table below:

  125. Baseline Criteria Weightings

    | Percentage of Target | Percent Payout | | 120% | 150% | | 100% | 100% | | 80% | 50% |

  126. Baseline Criteria Weightings

    | Relative TSR Percentile Rank (based on Comparator Group) | Percent Payout | | 80th | 150% | | 50th | 100% | | 25th | 50% |

  127. Baseline Criteria Weightings

    | Performance Rating | Percent Payout | | Exceeds | 150% | | Meets | 100% | | Partially meets | 75% |

  128. Baseline Criteria Weightings

    Committee Discretion (20% baseline weighting). In establishing the bonus pool funding framework in February 2025, the Compensation Committee discussed the appropriate level of discretion, if any, to be retained by the Compensation Committee to adjust bonus pool funding up or down based on its assessments of key drivers of performance and other considerations not reflected in the 2025 Corporate Goals. Consistent with its practice in prior years, the 2025 bonus pool funding framework enabled the Committee to take into account the following additional considerations in assessing the achievement of the Company’s financial performance and its business goals:

  129. Baseline Criteria Weightings

    For 2025, the collective level of achievement of the Company’s financial and business goals yielded a total bonus pool funding of approximately $147 million. The Compensation Committee declined to exercise its discretion to increase or decrease the level of 2025 bonus pool funding. This $147 million bonus pool funding was 5.3% of Incentive EBITDA in 2025, compared to bonus pool funding that was 5.5% of Incentive EBITDA in 2024. Bonuses to our NEOs, other executive officers and other employees of the Company were paid from this pool.

  130. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    INDIVIDUAL CASH BONUS AWARD DETERMINATIONS The Compensation Committee evaluates each NEO’s contribution to the Company’s overall performance, as well as the NEO’s individual performance with respect to Company goals under the bonus program. After the total bonus pool funding is set, in determining whether and to what extent bonuses are paid, the Compensation Committee takes into account discussions with management and the Compensation Consultant. The Compensation Committee also reviews management’s proposed framework for distribution of the annual bonus pool by job level, which is designed to scale bonus payouts for senior executives up or down based on Company performance to a greater extent than other employees’ bonuses are scaled up or down. As a result, because the bonus pool was funded above target, the bonus payout percentages in 2025 for job levels of group managing director and above, which includes our NEOs, were higher than our bonus pool funding percentage overall. For additional information, including the assessment process for our CEO, please see “How Compensation Decisions Were Made” in the CD&A.

  131. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    | 48 | 2026 Proxy Statement | |

  132. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    Each NEO’s bonus target was established by the Compensation Committee, in consultation with the Compensation Consultant, at the beginning of 2025 on the basis of the Benchmarking Data, the nature of each NEO’s role and each NEO’s potential to drive the strategy, planning, execution and outcomes related to the achievement of the Company’s 2025 Corporate Goals. The Compensation Committee has discretion to pay bonuses above or below the established targets based upon its assessment of each NEO’s contributions, performance and potential, and other considerations such as internal pay equity. The Compensation Committee received updates on the Company’s actual performance compared to the 2025 Corporate Goals at each of its quarterly meetings in 2025, as well as its meeting in January 2026. In January and February 2026, the Compensation Committee reviewed the individual performance in 2025 of each of our NEOs, including their respective contributions to the Company’s overall performance against the 2025 Corporate Goals. The Compensation Consultant participated in each of the meetings. Based primarily on these assessments, the Compensation Committee and, in the case of our CEO, the Board awarded annual cash bonuses to each of our NEOs above their respective target award amounts for 2025. In making its individual determinations, the Compensation Committee considered the collective level of achievement of the Company’s financial and business goals and each such NEO’s individual performance, including against applicable 2025 Corporate Goals as follows:

  133. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    | • | Mr. Steinmeier’s role in setting the strategic direction of the Company focused on maintaining the client-centricity of the firm, empowering the Company’s employees to deliver for its advisors and their clients, and delivering improved operating leverage, while delivering industry-leading organic asset growth, completing the onboarding and integration of Atria Wealth Solutions and signing and closing the acquisition of Commonwealth Financial Network; |

  134. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    | • | Mr. Audette’s leadership of the execution of the Company’s strategy while driving business performance focused on sustainable, long-term growth, in particular with respect to the disciplined management of the Company’s expenses, gross profit outperformance, the expansion of the Company’s pre-tax operating margin and reductions in the Company’s costs per advisor; |

  135. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    | • | Mr. Enyedi’s advancement of the Company’s marketing, digital solutions, and talent and integration strategies, driving our clients’ success by advancing the LPL ecosystem and brand to remove friction and create a differentiated, intuitive environment that allows our team to improve engagement and drive net new asset growth of our clients; |

  136. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    | • | Mr. Gates’s continued progress modernizing our operating platform, in particular with respect to stability, observability, resiliency, scalability and data enablement, and his success driving operational efficiencies, including through automation and the establishment of a global capability center, enabling client independence through integrated technology and customized experiences, and developing our technology as a competitive differentiator for the Company and its clients; and |

  137. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    | • | Ms. Jambusaria’s role strengthening the breadth, integration and impact of the Company’s core wealth management capabilities, which span holistic financial planning, banking and lending solutions, and investment offerings, along with her contributions to accelerating adoption of these capabilities, helping position the Company as a differentiated, indispensable partner to its clients. |

  138. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  139. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    | | 2026 Proxy Statement | 49 |

  140. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  141. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    The table and chart below show the target annual cash bonus award opportunity established for each of our NEOs at the beginning of 2025, as well as the actual cash bonuses awarded to each of our NEOs for 2025 (paid on March 6, 2026), in each case as determined by the Compensation Committee and, in the case of our CEO, the Board.

  142. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    | Named Executive Officer | Target Award | Target Award as a Percentage of Base Salary(1) | Cash Bonus Awarded | Cash Bonus Awarded as a Percentage of Base Salary | Cash Bonus Awarded as a Percentage of Target Award | | Richard Steinmeier | $2,700,000 | 300% | $3,591,000 | 399% | 133% | | Matthew J. Audette | $1,875,000 | 250% | $2,500,000 | 333% | 133% | | Matthew Enyedi | $1,020,000 | 170% | $1,275,000 | 213% | 125% | | Greg Gates | $1,500,000 | 250% | $1,700,000 | 283% | 113% | | Aneri Jambusaria | $750,000 | 150% | $885,000 | 177% | 118% |

  143. INDIVIDUAL CASH BONUS AWARD DETERMINATIONS

    | (1) Target awards as a percentage of base salary for 2025 increased from 2024 levels of 245%, 205%, 165%, 240% and 125%, respectively, for Messrs. Steinmeier, Audette, Enyedi and Gates and Ms. Jambusaria. |

  144. Annual Cash Bonus Awards

    Annual Cash Bonus Awards

  145. ($ in thousands)

    ($ in thousands) Long-Term Equity Incentive Awards Granted in 2025 The purposes of our LTI program are to promote the achievement of corporate goals that drive long-term stockholder value, to align the interests of our executive officers and other key employees with those of our stakeholders and to hire and retain the best talent in the financial services industry. As discussed in last year’s proxy statement, in January 2025 the Compensation Committee revised its approach to LTI to eliminate the historical two-step determination process. Under the revised approach, at the beginning of each year the Compensation Committee approves LTI grants to our executive officers, including our NEOs, in respect of their performance for that year. In February 2025, our CEO and our then-current chief human resources officer met with the Compensation Committee and discussed each NEO’s leadership responsibilities and potential, as well as retention considerations (with the CEO and the chief human resources officer absent during discussions about them). The Compensation Consultant participated in this meeting. Based on the discussions in this meeting, the Compensation Committee approved grants of LTI awards to each NEO, taking into account their position, responsibilities and base salary; Benchmarking Data; the recommendations of the CEO (other than for himself) and that of the Compensation Consultant; and their potential contributions to the execution of the Company’s overall performance goals. The annual equity grant in 2025 to Mr. Steinmeier consisted of 70% performance stock units (“PSUs”) and 30% time-based restricted stock units (“RSUs”), and annual equity grants to Messrs. Audette, Enyedi and Gates and Ms. Jambusaria consisted of 60% PSUs and 40% RSUs (such percentages in each case determined based on grant date value, assuming target performance for PSUs). We believe that this blended approach provides appropriate incentives for long-term stockholder value creation while also serving as a retention tool for the Company. We also believe that the use of PSUs aligns with our pay-for-performance principles and puts appropriate focus on long-term alignment and pay relative both to market peers and stockholder returns.

  146. ($ in thousands)

    2025 Performance Stock Unit Awards. The PSUs granted in 2025 are eligible to become earned PSUs based on the Company’s TSR relative to the Comparator Group over a three-year performance period ending on February 14, 2028 (the “Performance Period”). The number of earned PSUs is based on the percentile ranking of the Company’s TSR within the Comparator Group’s TSR results. For the PSUs granted in 2025, the Compensation Committee continued to use the Comparator Group described above under “Bonus Pool Funding Framework.” Based on the Company’s relative performance, the number of earned PSUs can range between 0% (below threshold) and 200% (maximum) of the target award as shown below:

  147. ($ in thousands)

    | Performance Level | 3-Year Relative TSR Percentile Rank (based on Comparator Group) | Common Shares Earned (as a % of Target) | | Maximum | 80th | 200% | | Target | 50th | 100% | | Threshold | 25th | 50% | | Below Threshold | Below 25th | 0% |

  148. ($ in thousands)

    If the TSR Percentile Rank is greater than the 25th but less than the 80th percentile, the number of earned PSUs will be interpolated on a straight-line basis between performance levels. The beginning and ending share price for TSR calculations will be based on the average closing price of our Common Stock for the trailing 30 consecutive trading days including each of the beginning and end dates of the Performance Period. Earned PSUs become vested on the later of the third anniversary of the grant date and the date on which the Compensation Committee certifies achievement of the performance criteria associated with the award. The number of earned PSUs is capped at 100% of the target award if the Company’s TSR is negative over the Performance Period. In granting PSUs in 2025, the Compensation Committee calculated the number of shares underlying each award using a price per share equal to the average closing price of our Common Stock for the trailing 30 consecutive trading days including the grant date. This approach was intended to mitigate the effect of stock price volatility. 2025 Restricted Stock Unit Awards. Each RSU granted in 2025 entitles the grantee to receive one share of our Common Stock upon vesting. RSUs granted to our NEOs vest over time, generally in three equal annual installments. In granting RSUs in 2025, the Compensation Committee calculated the number of shares underlying each award using a price per share equal to the average closing price of our Common Stock for the trailing 30 consecutive trading days including the grant date, consistent with the approach for PSUs.

  149. ($ in thousands)

    | Named Executive Officer | 2025 Annual Base Salary | LTI as % of Base Salary(1) | LTI $ Granted(2) | | Richard Steinmeier | $900,000 | 933% | $8,400,000 | | Matthew Audette | $750,000 | 717% | $5,375,000 | | Matthew Enyedi | $600,000 | 250% | $1,500,000 | | Greg Gates | $600,000 | 325% | $1,950,000 | | Aneri Jambusaria | $500,000 | 200% | $1,000,000 |

  150. ($ in thousands)

    | (1) LTI award grant levels for 2025 increased from 2024 levels of 295%, 270%, 235%, 300% and 175%, respectively, for Messrs. Steinmeier, Audette, Enyedi and Gates and Ms. Jambusaria. Mr. Steinmeier’s and Mr. Audette’s LTI grants in 2024 were made prior to their elevations to chief executive officer and to president and chief financial officer, respectively, in October 2024. |

  151. ($ in thousands)

    | (2) These LTI awards were granted on February 25, 2025. The number of shares underlying each award was calculated using a price per share equal to the average closing price of our Common Stock for the trailing 30 consecutive trading days including the grant date. Mr. Steinmeier received 70% of his LTI award as PSUs and 30% as RSUs. The other NEOs received 60% of their awards as PSUs and 40% as RSUs. PSUs are eligible to become earned and vested based on the achievement of relative TSR performance criteria over a three-year period, as described above. RSUs are scheduled to vest in equal annual installments over a three-year period. |

  152. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards

  153. PAYOUT OF 2023 PSUS

    PAYOUT OF 2023 PSUS In February 2023, the Compensation Committee granted PSUs with terms substantially similar to the 2025 PSUs described above. Each of Messrs. Steinmeier, Audette, Enyedi and Gates and Ms. Jambusaria received an award of PSUs in 2023, the performance period for which ended on February 14, 2026. The Company’s TSR during this performance period was 60% and ranked at the 41st percentile of the Comparator Group, which resulted in 81% of the target number of PSUs awarded to each of Messrs. Steinmeier, Audette, Enyedi and Gates and Ms. Jambusaria becoming earned PSUs. The earned PSUs vested on February 25, 2026.

  154. EFFECT OF TERMINATION OF EMPLOYMENT AND RETIREMENT ON EQUITY AWARDS

    EFFECT OF TERMINATION OF EMPLOYMENT AND RETIREMENT ON EQUITY AWARDS Unvested stock options, RSUs and PSUs generally are forfeited if an NEO voluntarily leaves the Company other than upon Retirement (defined below). In the event of Retirement, RSUs will remain outstanding and continue to vest according to their original vesting schedule, subject to the terms of the underlying award agreement and compliance with applicable non-competition and other restrictive covenants. Vested and unexercised stock options will generally remain exercisable for a period of two years following Retirement and, except in the case of a Designated Retirement (as defined below), PSUs will generally remain outstanding and eligible to become earned PSUs based on relative TSR performance at the end of the performance period but credited on a pro rata basis (based on the number of days that have elapsed between the start of the applicable performance period associated with such award and the retirement date). “Retirement” means the termination of employment other than for cause following either:

  155. EFFECT OF TERMINATION OF EMPLOYMENT AND RETIREMENT ON EQUITY AWARDS

    | • | attainment of age 65 and completion of five years of continuous service with the Company; or |

  156. EFFECT OF TERMINATION OF EMPLOYMENT AND RETIREMENT ON EQUITY AWARDS

    | • | attainment of age 55 and completion of ten years of continuous service with the Company. |

  157. EFFECT OF TERMINATION OF EMPLOYMENT AND RETIREMENT ON EQUITY AWARDS

    | 52 | 2026 Proxy Statement | |

  158. EFFECT OF TERMINATION OF EMPLOYMENT AND RETIREMENT ON EQUITY AWARDS

    In the event of a Designated Retirement (defined below), PSUs granted in 2024 or after will generally remain outstanding and eligible to become earned PSUs based on relative TSR performance at the end of the performance period, but will not be subject to the proration described above. “Designated Retirement” means the termination of employment other than for cause following the attainment of age 60 and completion of ten years of continuous service with the Company. No NEO was retirement-eligible or qualified for Designated Retirement as of December 31, 2025. Additional Compensation Elements

  159. SEVERANCE AND CHANGE-IN-CONTROL BENEFITS

    SEVERANCE AND CHANGE-IN-CONTROL BENEFITS Our Executive Severance Plan enables us to offer protection to our NEOs in the event their employment with us is involuntarily terminated by the Company or is terminated for good reason by the executive (each, a “qualifying termination”). We believe that providing these benefits helps us compete for executive talent and may help us retain current key employees. All of our NEOs are eligible for severance benefits under the Executive Severance Plan. For more information please refer to the discussion under “Potential Payments upon Termination or Change-in-Control for the Year Ended December 31, 2025.”

  160. ROLE OF COMPENSATION CONSULTANT

    ROLE OF COMPENSATION CONSULTANT The Compensation Committee has the authority to engage its own advisors to assist it in carrying out its responsibilities. The Compensation Committee engaged the Compensation Consultant to advise it on compensation matters and provide experiential guidance on what is considered fair and competitive practice in our industry, primarily with respect to the compensation of our executive officers, and also with respect to director compensation. In 2025, the Compensation Consultant worked directly with the Compensation Committee to develop recommendations for compensation levels for our executive officers and non-employee directors. In addition, the Compensation Consultant provided data and other information regarding competitive compensation programs and policies, as well as information concerning compensation plan design and regulatory developments. The Compensation Consultant also assisted in the annual review of our peer group, as discussed in “Benchmarking.” Finally, the Compensation Consultant conducted a risk assessment of the Company’s executive compensation policies and practices. The Compensation Committee has assessed the independence of the Compensation Consultant pursuant to SEC rules and has determined that the work provided by the Compensation Consultant did not raise a conflict of interest.

  161. BENCHMARKING

    BENCHMARKING We believe that a competitive pay package is a critical tool in our efforts to attract and retain qualified executives. The Compensation Committee’s goal is to ensure that we continue to measure our compensation practices against organizations that compete with us for key executives, that are considered important benchmarks in our industry and that are comparable in size and scope to our business. During 2025, the Compensation Committee engaged the Compensation Consultant to prepare analyses to benchmark and assess our overall compensation program and practices against marketplace standards. The Compensation Committee’s purpose in requesting these analyses was to be provided with a general market perspective on executive officer and director pay levels and compensation design practices, and to ensure that the Company’s practices are competitive with our peers. Although the Compensation Committee believes the analyses provide a representative view of the market in which the Company competes for talent, the analyses are among several considerations used by the Compensation Committee in assessing executive and director compensation. Working with the Compensation Consultant, the Compensation Committee reviewed 2025 total target compensation for Messrs. Steinmeier and Audette against the compensation levels of chief executive officers, presidents and chief financial officers of companies within our peer group, respectively, and for Messrs. Enyedi and Gates and Ms. Jambusaria against the compensation levels from Equilar’s Executive Compensation survey covering financial services and investment services companies. In 2025, an additional market review was conducted on Chief Technology & Information Officer roles. This review considered compensation levels from survey data, including survey data that isolated data for technology-industry companies of comparable revenue size to the Company. The

  162. BENCHMARKING

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  163. BENCHMARKING

    | | 2026 Proxy Statement | 55 |

  164. BENCHMARKING

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  165. BENCHMARKING

    companies within our peer group used in the review of 2024 year-end compensation decision-making and in setting 2025 total target compensation consisted of:

  166. BENCHMARKING

    | • | Ameriprise Financial, Inc. (AMP) |

  167. BENCHMARKING

    | • | Bank of New York Mellon Corporation (BK) |

  168. BENCHMARKING

    | • | Broadridge Financial Solutions, Inc. (BR) |

  169. BENCHMARKING

    | • | Fidelity National Information Services, Inc. (FIS) |

  170. BENCHMARKING

    | • | Franklin Resources, Inc. (BEN) |

  171. BENCHMARKING

    | • | Interactive Brokers Group, Inc. (IBKR) |

  172. BENCHMARKING

    | • | Invesco Ltd. (IVZ) |

  173. BENCHMARKING

    | • | Nasdaq, Inc. (NDAQ) |

  174. BENCHMARKING

    | • | Northern Trust Corp. (NTRS) |

  175. BENCHMARKING

    | • | Raymond James Financial, Inc. (RJF) |

  176. BENCHMARKING

    | • | SS&C Technologies Holdings, Inc. (SSNC) |

  177. BENCHMARKING

    | • | State Street Corporation (STT) |

  178. BENCHMARKING

    | • | Stifel Financial Corp. (SF) |

  179. BENCHMARKING

    | • | T. Rowe Price Group, Inc. (TROW) |

  180. BENCHMARKING

    | • | The Charles Schwab Corporation (SCHW) |

  181. BENCHMARKING

    The chart below compares the 2024 revenues for and market capitalizations as of December 31, 2024 of the Company and the median of the peer group described immediately above:

  182. BENCHMARKING

    | (In Billions) | Revenue | Market Capitalization | | Peer Group (Median) | $8.3 | $26.4 | | LPL Financial Holdings Inc. | $12.4 | $24.4 |

  183. BENCHMARKING

    In 2025, with the assistance of the Compensation Consultant, the Compensation Committee conducted a focused review of the size and composition of the Company’s peer group to assist with 2025 year-end compensation decision-making and the review of 2026 total target compensation. In particular, the Compensation Committee considered the continued appropriateness of the peer companies and additional candidate companies for potential inclusion in the peer group, particularly in light of the Company’s revenue and market capitalization relative to current and potential additional peers. Following the assessment, the Compensation Committee determined that no changes were needed to the Company’s peer group. As a result, the companies within our peer group used for 2025 year-end compensation decision-making and in the review of 2026 total target compensation consisted of the same peer group listed above that was used for 2024 year-end compensation decision-making and in the review of 2025 total target compensation. The chart below compares the 2025 revenues for and market capitalization as of December 31, 2025 of the Company and the median of the peer group described immediately above:

  184. BENCHMARKING

    | (In Billions) | Revenue | Market Capitalization | | Peer Group (Median) | $8.3 | $31.6 | | LPL Financial Holdings Inc. | $17.0 | $28.6 |

  185. BENCHMARKING

    | 56 | 2026 Proxy Statement | |

  186. BENCHMARKING

    Compensation Policies and Practices

  187. NO EMPLOYMENT AGREEMENTS

    NO EMPLOYMENT AGREEMENTS We do not have individual employment agreements with any of our executive officers, including our NEOs, although we have a practice of entering into offer letters with new executive officers that generally lay out the expected terms and conditions of their employment. Our executives serve at the will of the Board, and their rights to severance benefits following a termination of employment, if any, are determined under our Executive Severance Plan, which applies uniformly to executives at the group managing director level and above.

  188. EXECUTIVE SEVERANCE PLAN

    EXECUTIVE SEVERANCE PLAN Under our Executive Severance Plan, participants who experience a qualifying termination of employment are eligible to receive continued payment of base salary for one year, an amount equal to the most recent annual bonus paid or payable to the executive and a subsidy of COBRA continuation benefits for one year. Additional benefits, including possible accelerated vesting of equity-based awards, are described elsewhere in this proxy statement under “Potential Payments upon Termination or Change-in-Control for the Year Ended December 31, 2025.”

  189. EQUITY GRANTS

    EQUITY GRANTS The Compensation Committee does not schedule equity award grant dates, and in 2025 did not grant equity awards to our NEOs, in anticipation of the release of material non-public information, and the Company does not have any plans, programs or practices of timing the release of material non-public information in order to affect the value of executive compensation.

  190. EQUITY GRANTS

    | 58 | 2026 Proxy Statement | |

  191. Compensation of Named Executive Officers

    | Named Executive Officer and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Richard Steinmeier Chief Executive Officer | 2025 | 900,000 | 10,045,542 | 3,591,000 | 37,954 | 14,574,496 | | | 2024 | 663,461 | 2,022,617 | 2,000,000 | 31,805 | 4,717,883 | | | 2023 | 592,308 | 1,381,540 | 1,675,000 | 80,518 | 3,729,366 | | Matthew Audette President and Chief Financial Officer | 2025 | 750,000 | 6,263,070 | 2,500,000 | 513,647 | 10,026,717 | | | 2024 | 648,462 | 1,833,037 | 1,600,000 | 298,664 | 4,380,163 | | | 2023 | 625,385 | 1,319,013 | 1,375,000 | 77,280 | 3,396,678 | | Matthew Enyedi Group Managing Director, Chief Client Officer | 2025 | 588,461(4) | 1,747,340 | 1,275,000 | 24,200 | 3,635,001 | | | 2024 | 521,154 | 1,390,166 | 955,000 | 34,250 | 2,900,570 | | | 2023 | 492,308 | 1,102,237 | 785,000 | 75,510 | 2,455,055 | | Greg Gates Group Managing Director, Chief Technology and Information Officer | 2025 | 592,308(4) | 2,271,788 | 1,700,000 | 17,625 | 4,581,721 | | | 2024 | 550,000 | 1,807,569 | 1,500,000 | 6,600 | 3,864,169 | | | 2023 | 524,039 | 1,435,139 | 1,375,000 | 55,984 | 3,390,162 | | Aneri Jambusaria Group Managing Director, Chief Wealth Officer | 2025 | 488,462(4) | 1,164,739 | 885,000 | 17,625 | 2,555,826 |

  192. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (or “CAP”) to the Company’s principal executive officer (“PEO”) and non-PEO named executive officers (the “Other NEOs”) and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our Compensation Discussion & Analysis. Pay Versus Performance Table

  193. Pay Versus Performance Disclosure

    | Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Summary Compensation Table Total for Second PEO (2) | Compensation Actually Paid to Second PEO (3) | Average Summary Compensation Table Total for Other NEOs (2) | Average Compensation Actually Paid to Other NEOs (3) | Value of Initial Fixed $100 Investment Based on: (4) | | Net Income (millions) (6) | Incentive EBITDA (millions) (7) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (5) | | | | 2025 | $14,574,496 | $12,885,464 | $— | $— | $5,199,816 | $4,688,898 | $351 | $204 | $863 | $2,793 | | 2024 | $4,717,883 | $7,307,861 | $26,347,995 | $(4,697,749) | $3,525,515 | $5,178,086 | $320 | $177 | $1,059 | $2,305 | | 2023 | $— | $— | $16,937,790 | $18,786,197 | $3,242,815 | $3,697,130 | $222 | $136 | $1,066 | $2,170 | | 2022 | $— | $— | $13,750,390 | $28,454,770 | $3,345,183 | $4,710,541 | $210 | $121 | $846 | $1,611 | | 2021 | $— | $— | $12,875,868 | $23,880,808 | $4,129,996 | $5,647,041 | $155 | $135 | $460 | $1,047 |

  194. Pay Versus Performance Disclosure

    | (1) Mr. Steinmeier served as the PEO beginning on October 1, 2024 with a compensation adjustment effective October 21, 2024 in connection with his appointment as chief executive officer. Dan Arnold served as the PEO until October 1, 2024 and for the entirety of 2023, 2022 and 2021, and our Other NEOs for the applicable years were as follows: |

  195. Pay Versus Performance Disclosure

    | • | 2025: Matthew Audette, Matthew Enyedi, Greg Gates and Aneri Jambusaria |

  196. Pay Versus Performance Disclosure

    | • | 2024: Matthew Audette, Althea Brown, Matthew Enyedi and Greg Gates |

  197. Pay Versus Performance Disclosure

    | • | 2023: Matthew Audette, Matthew Enyedi, Greg Gates and Richard Steinmeier |

  198. Pay Versus Performance Disclosure

    | • | 2022: Matthew Audette, Edward Fandrey, Dayton Semerjian, Kabir Sethi and Richard Steinmeier |

  199. Pay Versus Performance Disclosure

    | • | 2021: Matthew Audette, Edward Fandrey, Dayton Semerjian and Richard Steinmeier |

  200. Pay Versus Performance Disclosure

    | (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of Mr. Steinmeier as the PEO for 2024 and 2025, and Mr. Arnold as the Second PEO for 2021, 2022, 2023 and 2024, and (ii) the average of the total compensation reported in the SCT for the applicable year for our Other NEOs. Amounts shown for Mr. Steinmeier in 2024 include compensation earned in 2024 prior to his appointment as chief executive officer. |

  201. Pay Versus Performance Disclosure

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  202. Pay Versus Performance Disclosure

    | | 2026 Proxy Statement | 75 |

  203. Pay Versus Performance Disclosure

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  204. Pay Versus Performance Disclosure

    | (3) Amounts reported in these columns represent (i) CAP for Mr. Steinmeier as PEO for 2024 and 2025, (ii) CAP for Mr. Arnold as the Second PEO for 2021, 2022, 2023 and 2024, and (iii) the average CAP for the applicable year for our Other NEOs. CAP represents the total compensation reported in the SCT for the applicable year after giving effect to adjustments required by SEC rules. A reconciliation of the adjustments that were used to calculate the CAP amounts from the SCT amounts for Mr. Steinmeier as the PEO, Mr. Arnold as the Second PEO and for the average of the Other NEOs is set forth in the following table. |

  205. Pay Versus Performance Disclosure

    | | 2025 | | 2024 | | | 2023 | | 2022 | | 2021 | | | | PEO | Average Other NEOs | PEO | Second PEO | Average Other NEOs | Second PEO | Average Other NEOs | Second PEO | Average Other NEOs | Second PEO | Average Other NEOs | | Summary Compensation Table Total | $14,574,496 | $5,199,816 | $4,717,883 | $26,347,995 | $3,525,515 | $16,937,790 | $3,242,815 | $13,750,390 | $3,345,183 | $12,875,868 | $4,129,996 | | Minus Equity Award Value Reported in SCT for the Covered Year | 10,045,542 | 2,861,734 | 2,022,617 | 25,570,493 | 1,621,076 | 11,901,699 | 1,309,482 | 8,906,441 | 1,822,659 | 8,569,310 | 2,331,496 | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | 8,483,254 | 2,471,117 | 2,431,930 | — | 1,949,130 | 9,499,412 | 1,090,598 | 11,733,474 | 1,752,675 | 9,927,564 | 2,632,703 | | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | (499,780) | (367,176) | 1,619,545 | — | 1,060,094 | 2,137,341 | 298,907 | 6,189,193 | 830,202 | 5,575,299 | 805,582 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | — | — | — | 12,004,452(8) | — | — | — | — | — | — | — | | Plus Change in Fair Value as of the Vesting Date from the Prior Year End of Equity Awards Granted in Prior Years that Vested During the Covered Year | 373,036 | 246,875 | 561,120 | 2,458,912 | 264,424 | 2,113,353 | 374,292 | 5,688,154 | 605,140 | 4,071,387 | 410,256 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | — | — | — | 19,938,615 | — | — | — | — | — | — | — | | Plus Value of Dividends or other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | — | — | — | — | — | — | — | — | — | — | — | | Compensation Actually Paid | $12,885,464 | $4,688,898 | $7,307,861 | $(4,697,749) | $5,178,086 | $18,786,197 | $3,697,130 | $28,454,770 | $4,710,541 | $23,880,808 | $5,647,041 |

  206. Pay Versus Performance Disclosure

    Totals may not foot due to rounding. In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year. For the change in fair value of stock options, we used the Black-Scholes option pricing model with corresponding assumptions (risk-free interest rate, dividend yield, expected volatility factor and expected option life) determined as of the applicable measurement date. Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date.

  207. Pay Versus Performance Disclosure

    | (4) Total Shareholder Return (TSR) is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |

  208. Pay Versus Performance Disclosure

    | (5) “Peer Group” represents the S&P 500 Financial Sector Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. |

  209. Pay Versus Performance Disclosure

    | (6) This column reflects net income as reported for each year in the Company’s Annual Report on Form 10-K. |

  210. Pay Versus Performance Disclosure

    | (7) Incentive EBITDA is the company selected measure and is defined as Adjusted EBITDA, further adjusted to exclude the impact of certain acquisitions or integrations during the periods. See Appendix A in this Proxy Statement for a reconciliation of Incentive EBITDA, a non-GAAP measure, to net income, the most directly comparable GAAP measure. |

  211. Pay Versus Performance Disclosure

    | 76 | 2026 Proxy Statement | |

  212. Pay Versus Performance Disclosure

    | (8) This amount is not a new award or severance payment that Mr. Arnold received in 2024. It represents the incremental fair value (determined in accordance with FASB ASC Topic 718) of an accounting modification with respect to the 47,994 vested but unexercised options, originally granted in 2019, that Mr. Arnold was permitted to retain and exercise pursuant to the terms of a settlement agreement until December 31, 2024. Please refer to “ Executive Officer Transitions ” within our Compensation Discussion and Analysis in our 2025 proxy statement for more information. |

  213. Pay Versus Performance Disclosure

    Performance Measures Used to Link Company Performance and CAP The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the named executive officers for 2025. Each metric below is used for purposes of determining payouts under either our annual cash bonus plan or vesting of our performance stock units. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.

  214. Pay Versus Performance Disclosure

    | Incentive EBITDA | | Operating Margin | | Organic Growth | | Relative TSR |

  215. Pay Versus Performance Disclosure

    Relationship between CAP and TSR. The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for the PEO, the Second PEO and average Other NEOs for the applicable reporting year. Generally, CAP for our PEO and average CAP for our Other NEOs have each increased and decreased over the periods shown and our TSR has increased over the periods shown.

  216. Pay Versus Performance Disclosure

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  217. Pay Versus Performance Disclosure

    | | 2026 Proxy Statement | 77 |

  218. Pay Versus Performance Disclosure

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  219. Pay Versus Performance Disclosure

    Relationship between CAP and Net Income. The graph below reflects the relationship between CAP and Net Income for the PEO, the Second PEO and the average for our Other NEOs for the applicable reporting year. Generally, CAP for our PEO and average CAP for our Other NEOs have each increased and decreased over the periods shown and our Net Income has increased and decreased over the periods shown.

  220. BOARD OF DIRECTORS

    BOARD OF DIRECTORS (a) Number of Directors; Vacancies and Newly Created Directorships. The number of directors constituting the Board of Directors shall be not fewer than 3 and not more than 15, each of whom shall be a natural person. Subject to the previous sentence and to the special rights of the holders of any series of Preferred Stock to elect directors, the precise number of directors shall be fixed exclusively pursuant to a resolution adopted by the Board of Directors, provided, however, that until the first date (the “Trigger Date”) on which TPG Partners IV, L.P. and its successors and Affiliates (collectively, “TPG”) and Hellman & Friedman Capital Partners V, L.P., Hellman & Friedman Capital Partners V (Parallel), L.P. and Hellman & Friedman Capital Associates V, L.P. and their respective successors and Affiliates (collectively the “H&F Entities” and, together with TPG, the “Sponsor Holders”) cease collectively to beneficially own (directly or indirectly) forty percent (40%) or more of the outstanding shares of Common Stock, the number of directors shall not be increased to more than nine without, in addition to any other vote otherwise required by law, the affirmative vote or written consent of sixty percent (60%) of the outstanding shares of Common Stock. “Affiliate” means, with respect to any Person, any other Person that controls, is controlled by, or is under common control

  221. BOARD OF DIRECTORS

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  222. BOARD OF DIRECTORS

    | | 2026 Proxy Statement | 101 |

  223. BOARD OF DIRECTORS

    | | General Information | | | General Information About Corporate Governance and the Board of Directors | | | Proposal 1 | | | Information Regarding Board and Committee Structure | | | Board of Directors Compensation | | | Compensation Discussion and Analysis | | | Report of the Compensation and Human Resources Committee of the Board of Directors | | | Compensation of Named Executive Officers | | | Pay Versus Performance Disclosure | | | Security Ownership of Certain Beneficial Owners and Management | | | Certain Relationships and Related Party Transactions | | | Proposal 2 | | | Report of the Audit and Risk Committee of the Board of Directors | | | Proposal 3 | | | Proposal 4 | | | Proposal 5 | | | Proposal 6 | | | Stockholder Proposals and Other Matters | | | Delinquent Section 16(a) Reports | | | Other Information | | | Appendix A | | | Appendix B |

  224. BOARD OF DIRECTORS

    with such Person; the term “control,” as used in this definition, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “controlled” and “controlling” have meanings correlative to the foregoing. “Person” means an individual, any general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity. For the purpose of this Amended and Restated Certificate of Incorporation “beneficial ownership” shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Vacancies and newly-created directorships shall be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any vacancy created by the removal of a director by the stockholders shall only be filled, in addition to any other vote otherwise required by law, by vote of a majority of the outstanding shares of Common Stock. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. (b) Removal. Subject to the special rights of the holders of any series of Preferred Stock to elect directors, the directors of the Corporation may be removed only by the affirmative vote of sixty-six and two-thirds percent (66 2/3%)a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.