DEF 14A of WisdomTree, Inc., Apr 29, 2025

DEF 14A of WisdomTree, Inc.

Filed Apr 29, 2025 · FY20240001214659-25-006571

Open on EDGAR

  1. IMPORTANT

    | Outstanding Equity Awards at Fiscal Year-End | 58 | | Option Exercises and Stock Vested | 59 | | Employment Agreements and Severance Plan | 59 | | Potential Payments upon Termination or Change of Control | 61 | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 64 | | Stock Ownership Table | 64 | | Certain Relationships and Related Transactions | 67 | | Stockholders Agreement | 67 | | Series A Preferred Stock Repurchase | 67 | | Related Person Transactions Policy and Procedures | 67 | | Other Matters | 68 | | Forward-Looking Statements | 68 | | Websites | 68 |

  2. Board of Directors Highlights

    Board of Directors Highlights We have an independent and highly qualified Board that oversees WisdomTree’s strategy and performance with the best interests of all stockholders in mind. Our Board is also highly focused on corporate governance. Over the past four years, our Board has been substantially refreshed, adding key additional experience and perspective, and all committee chair positions have been rotated and are held by directors who joined the Board during this period.

  3. Board of Directors Highlights

    | | | | | | Board Committees | | | | | Name | Age | Independent | Director Since | Other Public Company Boards | Audit | Compensation | Nominating & Governance | Technology Strategy | | Lynn S. Blake | 60 | ✔ | 2022 | United Natural Foods, Inc. | C* | M | | | | Anthony Bossone | 54 | ✔ | 2009 | | M* | M | | | | Smita Conjeevaram | 64 | ✔ | 2021 | McGrath RentCorp; SkyWest, Inc.; SS&C Technologies Holdings, Inc. | | M | | | | Rilla Delorier | 58 | ✔ | 2023 | Atlantic Union Bankshares Corporation; Coastal Financial Corporation | | C | M | M | | Daniela Mielke | 59 | ✔ | 2022 | PROG Holdings, Inc. | | | M | C | | Shamla Naidoo | 60 | ✔ | 2023 | Asbury Automotive Group, Inc.; QBE North America | M | | C | M | | Win Neuger | 75 | ✔ | 2013 | | | M | | | | Tonia Pankopf | 57 | ✔ | 2023 | | M* | | M | | | Jonathan Steinberg | 60 | | 1988 | | | | | |

  4. Board of Directors Highlights

    * Financial Expert M = Member C = Chair

  5. Impact of Total Shareholder Return on NEO Compensation

    Impact of Total Shareholder Return on NEO Compensation A significant portion of our executive compensation program is linked to shareholder return, as follows: • relative TSR is a performance metric included in our performance-based incentive compensation program for our NEOs. As described in the Compensation Discussion and Analysis section of this proxy statement in the subsection titled “2024 Incentive Compensation Program and Results,” the 2024 funded payout percentage for this performance metric was 200% of target; • long-term incentive compensation is granted entirely in the form of equity, whose value is explicitly linked to TSR, and is comprised of both restricted stock awards and relative TSR-based performance-based restricted stock units (“PRSUs”); • PRSUs granted for 2024 performance in January 2025 to our CEO and COO represent 50% of each of their respective long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of each of their respective long-term equity awards granted; and • the payout on PRSUs that vested in January 2023, January 2024 and January 2025 was 76.92%, 200% and 200%, respectively.

  6. 2024 Total Compensation Pay Mix

    2024 Total Compensation Pay Mix The following charts reflect the elements of 2024 total compensation for (i) our CEO and (ii) our other NEOs who were serving in their respective positions as of December 31, 2024, as a percentage of their total compensation. Incentive compensation paid to our CEO is most heavily weighted toward long-term equity incentives, followed by our COO, and then our other NEOs. Long-term equity awards consist of restricted stock awards and PRSUs. PRSUs granted to our CEO and COO represent 50% of the long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of the long-term equity awards granted.

  7. Election of Directors

    Election of Directors Our Amended and Restated Certificate of Incorporation, as amended, and by-laws provide that the number of our directors shall be fixed from time to time by a resolution of a majority of our Board. Pursuant to our by-laws, the Board has fixed the number of directors at nine as of the date of the Annual Meeting. The Nominating and Governance Committee recommended, and the Board nominated, the following nine director nominees to be included in the Board’s slate to stand for election at the Annual Meeting: Lynn S. Blake, Anthony Bossone, Smita Conjeevaram, Rilla Delorier, Daniela Mielke, Shamla Naidoo, Win Neuger, Tonia Pankopf and Jonathan Steinberg. Each of these nominees will serve for a one-year term until the 2026 annual meeting of stockholders and until their successor is duly elected and qualified. The nominees recommended by the Board have consented to serving as nominees for election to the Board, to being named in this proxy statement and to serving as members of the Board if elected by our stockholders. As of the date of this proxy statement, we have no reason to believe that any nominee will be unable or unwilling to serve if elected as a director. However, if for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Board, upon the recommendation of the Nominating and Governance Committee, may designate a substitute nominee, in which event the shares represented by proxies returned to us will be voted for such substitute nominee. If any substitute nominee is so designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominee, discloses that such nominee has consented to being named in the amended proxy statement and to serve as a director if elected, and includes certain biographical and other information about such nominee required by the applicable rules promulgated by the SEC.

  8. Director Nominees

    Director Nominees

  9. Director Nominees

    | | | Lynn S. Blake Lynn S. Blake has served as an independent consultant since October 2021. Previously, Ms. Blake served in various positions at State Street Global Advisors, Inc. (“SSGA”), the investment management division of State Street Corporation (NYSE: STT), a financial services company, including as Executive Vice President and Global Chief Investment Officer of Equity Indexing, Factor-Based and Environmental, Social, and Governance strategies and overseeing SSGA’s ESG data, research and asset stewardship activities, from January 2011 to September 2021, Head of Non-US Equity Indexing and Smart Beta from 1999 to 2010, and Senior Portfolio Manager, from 1990 to 1999. Ms. Blake served on the board of directors of SSGA Trust Company, the governing board for SSGA Institutional Products and SPDR SPY and DIA ETFs, from January 2018 to September 2021, and at times, served as a member of SSGA’s Global Fiduciary and Conduct Committee, Investment Committee, Executive Management Group, and the State Street Conduct Risk Committee. Additionally, Ms. Blake served on the advisory boards of The Posse Foundation, a college access and youth leadership development program, from December 2016 to July 2023 and the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School, a premier research institution, from September 2020 to October 2021. Ms. Blake was also a member of the Investor Advisory Group of the Sustainability Accounting Standards Board (SASB), a nonprofit organization which connects businesses and investors on the financial impacts of sustainability, from 2016 to September 2021. Ms. Blake currently is a member of the Board of Directors of United Natural Foods, Inc, which is the largest publicly-traded wholesale distributor delivering healthier food options throughout the U.S. and Canada. She received a B.S. from Boston College and an M.B.A. in Finance from the D’Amore-McKim School of Business at Northeastern University. Ms. Blake is a Chartered Financial Analyst. She also received the NACD (National Association of Corporate Directors) Directorship Certification and the NACD Certificate in Cyber-Risk Oversight. Qualifications We believe that Ms. Blake’s qualifications to serve on the Board include her expertise in investment management and strategies, including her institutional investor perspectives, and her many years of experience in leadership positions in the asset management industry. | | Age 60 | Director since May 2022 | | | Committees • Audit (Chair) • Compensation | | |

  10. Director Nominees

    | | | Anthony Bossone Anthony Bossone has been the Chief Financial Officer of Atlantic-Pacific Capital, Inc., a broker-dealer and global placement agent dedicated to raising capital for alternative investment funds, since 2003. In this role, Mr. Bossone directs and oversees all global financial and administrative functions of the broker-dealer, including financial accounting and reporting, regulatory compliance, planning and analysis, treasury, tax, legal, payroll, human resources, benefits, insurance and other corporate matters. From 2001 to 2003, Mr. Bossone was the Assistant Controller at SAC Capital Advisors, LLC, a hedge fund advisory firm, and from 1999 until 2001, Mr. Bossone served as an equity trader at Schonfeld Securities, LLC, a securities trading firm. Mr. Bossone began his career at PricewaterhouseCoopers LLP in 1993 where he was an audit manager until 1999. Mr. Bossone received his B.S. in Business and Economics with highest honors from Lehigh University and is a Certified Public Accountant. Mr. Bossone also received the NACD (National Association of Corporate Directors) Directorship Certification and the NACD Certificate in Cyber-Risk Oversight. Qualifications We believe that Mr. Bossone’s qualifications to serve on the Board include his global financial, accounting and compliance expertise. The Board also benefits from his experience as an equity trader, which provides him with the relevant industry and technical skillset to evaluate our business model. | | Age 54 | Director since January 2009 | | | Committees • Audit • Compensation | | |

  11. Director Nominees

    | | | Smita Conjeevaram Smita Conjeevaram retired in 2013 after a 19-year career in the global investment and hedge fund industry. Her most recent position was as the Chief Financial Officer – Credit Hedge Funds and Deputy Chief Financial Officer – Credit Funds for Fortress Investment Group LLC, a global investment firm, where she served from 2010 to 2013. Prior to that, Ms. Conjeevaram served as the Chief Financial Officer of Everquest Financial LLC, a specialty finance company, from 2006 to 2009, and Strategic Value Partners LLC, a leading global investment firm, from 2004 to 2005. Ms. Conjeevaram began her career as a tax specialist at two Big-4 public accounting firms and is a Certified Public Accountant. In January 2021, Ms. Conjeevaram joined the Board of Directors of McGrath RentCorp (NASDAQ: MGRC), a diversified business-to-business rental company, and SkyWest, Inc. (NASDAQ: SKYW), an aircraft leasing company. She also has served as a director of SS&C Technologies Holdings, Inc. (NASDAQ: SSNC), an investment and financial management software and service provider for the global financial services industry, since November 2015. Ms. Conjeevaram received her B.S. in Accounting and Business Administration from Butler University and a B.A. in Economics from Ethiraj College, Madras, India. Qualifications We believe that Ms. Conjeevaram’s qualifications to serve on the Board include her financial, accounting and compliance expertise, global experience and track record of success in guiding companies through significant growth. The Board also benefits from her experience serving on three other public company boards, including a fintech company, which the Board believes will translate into valuable governance and oversight of our digital assets business. | | Age 64 | Director since January 2021 | | | Chair of the Board Committees • Compensation | | |

  12. Director Nominees

    | | | Rilla Delorier Rilla Delorier, a C-suite leader with over 30 years of experience in the banking industry, was most recently the Executive Vice President and Chief Strategy and Digital Transformation Officer at Umpqua Bank, from April 2017 until August 2020. Prior to that, she held various roles at SunTrust Bank from February 2006 until February 2016, including Executive Vice President, leading the Retail Bank, Chief Marketing Officer and Wealth Management Marketing Director. She also served as Chief Marketing Officer, among other roles, at PNC Advisors from 1999 to 2006. Since June 2022, Ms. Delorier has served on the Board of Directors of Atlantic Union Bankshares Corporation (NYSE: AUB), a regional bank headquartered in Richmond, Virginia. Since November 2020, Ms. Delorier has served on the Board of Directors of Coastal Financial Corporation (Nasdaq: CCB), a community bank and a leader in providing banking as a service (BaaS) to digital financial service providers. Ms. Delorier also serves as a director of Nymbus, Inc., a provider of banking technology solutions for financial institutions, since November 2020, and Central City Concern, a nonprofit organization dedicated to ending homelessness, since June 2018. Ms. Delorier received her B.S. from the University of Virginia and her M.B.A. from Harvard Business School. Qualifications We believe that Ms. Delorier’s qualifications to serve on the Board include her extensive executive experience leading digital transformation across the banking sector, particularly in the areas of digital product development, marketing and customer acquisition, operations, cybersecurity practices, strategic partnerships and analytics. | | Age 58 | Director since August 2023 | | | Committees • Compensation (Chair) • Nominating and Governance • Technology Strategy | | |

  13. Director Nominees

    | | | Daniela Mielke Daniela Mielke is Managing Partner of Commerce Technology Advisors, LLC, a privately held firm which she founded in April 2016, and which provides consulting services to technology, financial services and private equity companies on organic and inorganic growth strategies including building payment businesses and using artificial intelligence. From February 2018 to December 2020, she served as the Chief Executive Officer, North America of RS2 Inc., one of the leading providers of payment processing services in Europe and Asia Pacific. From September 2013 to April 2016, Ms. Mielke was Chief Strategy and Product Officer at Vantiv, Inc., which was at the time the largest merchant acquirer in the United States. From May 2010 to September 2013, she was VP, Head of Global Strategy and Market Intelligence for PayPal Inc. Ms. Mielke co-founded a-connect in 2001, a consulting firm which provides consulting services to financial service and other clients, and rejoined in 2007 until 2009 to establish and direct new operations for the West Coast and lead its global marketing function. From 2002 to 2007, Ms. Mielke served as VP of Product and SVP of Strategy and Market Intelligence at Visa International. From 1998 to 2002, Ms. Mielke was an Engagement Manager for McKinsey & Company, a worldwide management consulting firm. Since September 2024, Ms. Mielke has served on the Board of Directors of PROG Holdings, Inc. (NYSE: PRG), a fintech holding company. Previously, she served on the Board of Directors of The Bancorp, Inc. (NASDAQ: TBBK), a bank holding company, and its subsidiary bank from August 2019 to November 2024; Nuvei Corporation (TSX: NVEI and NVEI.U), a global payment technology provider, from August 2020 to November 2024; FINCA International, a global NGO dedicated to alleviating poverty, from 2018 to 2023; and FTAC Athena Acquisition Corp., a SPAC, from 2021 to 2023. Ms. Mielke received her bachelor’s degree in Hotel and Restaurant Management from the École hôtelière de Lausanne, an M.B.A. in International Management from the IMD Business School and an M.S. in Economics from the University of Fribourg. Ms. Mielke also received the NACD (National Association of Corporate Directors) Directorship Certification and the NACD Certificate in Cyber-Risk Oversight. Qualifications We believe that Ms. Mielke’s qualifications to serve on the Board include her decades of experience as an executive, founder, board member and advisor to fintech, commerce, payment processing and finance companies. | | Age 59 | Director since September 2022 | | | Committees • Technology Strategy (Chair) • Nominating and Governance | | |

  14. Director Nominees

    | | | Shamla Naidoo Shamla Naidoo served as Head of Cloud Strategy and Innovation of Netskope Inc., a private company providing global cybersecurity services from June 2021 until July 2024. From August 2015 to June 2021, she served as the Global Chief Information Security Officer and Information Technology Risk Managing Partner of International Business Machines Corp. (“IBM”), a global technology company. From May 2011 to August 2015, she served as Chief Information Security Officer of Starwood Hotels and Resorts Worldwide, a hospitality company now owned by Marriott International, Inc., and in 2009, she led the Technology, Physical and Intellectual Property protection function for Bridgewater Associates, an investment management firm. From 2007 to 2008, Ms. Naidoo served as Vice President, Chief Information Security Officer and Chief Information Officer at WellPoint, Inc. (now known as Elevance Health, Inc.), a health benefits company. She also served as Senior Vice President, Chief Information Security Officer and Head of Worldwide Technology Risk for Northern Trust Corporation, a financial services company, from 2005 to 2007, as Vice President, Security/Technology Architecture and Compliance of ABN AMRO Bank N.V., a bank headquartered in the Netherlands, from 2001 to 2005, and as Vice President, Technology, Chief Information Officer of Leo Burnett Technology Group, a communications agency, from 2000 to 2001. Prior to Leo Burnett, Ms. Naidoo held various roles with the U.S. consulting division of Spherion Corporation, a staffing and recruiting firm, Anglo American plc, a global mining company, South African Petroleum Refineries, an international oil refinery, and South African Druggists, a pharmaceutical company. Since January 2025, Ms. Naidoo has served on the Board of Directors of Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S. She also currently serves on the Board of Directors of Reference Point LLC, a private consulting company, and on the Board of Directors of QBE North America, a division of QBE Insurance Group Ltd. (ASX: QBE), a publicly-traded insurance company headquartered in Australia. She previously served as a director of StoneBridge Acquisition Corporation, a special purpose acquisition company, prior to its merger with DigiAsia Corp. (NASDAQ: FAAS) in April 2024. She has been an Adjunct Professor at the University of Illinois Chicago School of Law since 2010, where she develops and teaches courses on information technology, security and privacy law, and she has been a faculty member at the Institute for Applied Network Security since 2021. She frequently speaks at the American Bar Association and formerly served as the Committee Chair on Legal Technology for the Illinois State Bar Association. Ms. Naidoo received a diploma in Management Information Systems from the South African Institute of Management, bachelor’s degrees in Information Systems and in Economics from the University of South Africa, and a J.D. from the John Marshall Law School (now the University of Illinois Chicago School of Law). She is admitted to practice law in Illinois and Washington, D.C. Qualifications We believe that Ms. Naidoo’s qualifications to serve on the Board include her expertise in cybersecurity and digital innovation, which is particularly relevant to our digital assets business, her legal acumen and her experience serving on public company boards of directors. | | Age 60 | Director since June 2023 | | | Committees • Nominating and Governance (Chair) • Audit • Technology Strategy | | | | | | Win Neuger Win Neuger is an independent investor and consultant. From July 2014 until June 2015, he served as Chairman of EcoAlpha Asset Management LLC, a private investment management company focused on investing in companies providing solutions to the global problems of burdened resources. From March 2012 until January 2013, he served as Vice Chairman of the Board of Directors of PineBridge Investments, an independent asset manager offering investment opportunities in emerging and developed markets, and from March 2010 to March 2012, he served as its Chief Executive Officer and Chair of the Executive Committee. From January 2009 to March 2010, Mr. Neuger served as Executive Vice President of American International Group (“AIG”), an international insurance organization serving commercial, institutional and individual customers, as well as Chairman and Chief Executive Officer of AIG Investments, AIG’s asset management company. Prior to January 2009, in addition to these positions, he also served as Chief Investment Officer of AIG. Prior to AIG, Mr. Neuger served as both Managing Director, Fixed Income and, subsequently, as Managing Director, Global Equities at Bankers Trust Company. Before Bankers Trust, he was Chief Investment Officer at Western Asset Management. He also served as Head of Fixed Income at Northwestern National Bank. Mr. Neuger previously served on our Board of Directors from January 2007 to December 2009. He currently serves as Chairman of the Board of Neuger Communications Group, a private strategic marketing communications and public relations firm. Mr. Neuger received his A.B. from Dartmouth College and an M.B.A. from the Amos Tuck Graduate School of Business. Qualifications We believe that Mr. Neuger’s qualifications to serve on the Board include his familiarity with our business model and his years of experience in senior management positions in the asset management industry. | | Age 75 | Director since July 2013 | | | Committees • Compensation | | |

  15. Director Nominees

    | | | Tonia Pankopf Tonia Pankopf is Managing Partner of Pareto Advisors, LLC, a consulting firm providing capital investment, financial and strategic advisory services since 2005. She brings more than 30 years of investment experience researching and valuing corporate securities and managing capital market transactions for domestic and international public and private companies. Ms. Pankopf served on the Board of Directors of 180 Degree Capital Corp. (NASDAQ: TURN), a registered closed-end investment management company, from August 2020 to May 2023. From November 2012 to November 2022, she served as a director of Landec Corporation (formerly NASDAQ: LNDC) (n/k/a Lifecore Biomedical, Inc.), a fully integrated contract development and manufacturing organization in the pharmaceutical industry. From November 2003 to July 2017, Ms. Pankopf served on the Board of Directors of Oxford Square Capital Corporation (NASDAQ: OXSQ) (formerly TICC Capital Corporation), a registered closed-end investment management company. Earlier in her career, Ms. Pankopf held Vice President and Senior Equity Analyst positions at Goldman Sachs & Co. and Merrill Lynch & Co. From 2003 to 2005, Ms. Pankopf served as Managing Director of Palladio Capital Management, an investment advisory firm, and prior to that, she held roles in hedge fund portfolio management at P.A.W. Capital Partners, L.P., an investment advisory firm, from 2001 to 2003. Ms. Pankopf also previously served on the Board of Directors of the University System of Maryland Foundation, from 2006 to 2012. Ms. Pankopf is a NACD Board Leadership Fellow and long-time member of the National Association of Corporate Directors. She received a B.A. summa cum laude from the University of Maryland and a M.S. from the London School of Economics. Qualifications We believe that Ms. Pankopf’s qualifications to serve on the Board include her extensive experience as an investment manager and strategic financial advisor, as well as her decades of public company board service, which includes investment funds, and corporate governance experience. | | Age 57 | Director since June 2023 | | | Committees • Audit • Nominating and Governance | | | | | | Jonathan Steinberg Jonathan Steinberg founded WisdomTree and has served as Chief Executive Officer since October 1988 and as President from August 2012 to September 2019. He has been a member of the Board of Directors since October 1988, serving as Chair of the Board from October 1988 to November 2004. Mr. Steinberg is responsible for the creation and development of WisdomTree’s proprietary index methodology. He also served as Editor-in-Chief of Individual Investor and Ticker, two magazines formerly published by the Company. Prior to founding WisdomTree, Mr. Steinberg was employed as an analyst in the Mergers and Acquisitions Department of Bear, Stearns & Co. Inc., an investment banking firm, from 1986 to 1988. He is the author of Midas Investing, published by Times Books, a division of Random House, Inc., in 1996. Since May 2022, Mr. Steinberg has served on the Board of Directors of Fnality International Limited, a financial technology firm based in the United Kingdom. He received the EY Entrepreneur of the Year 2015 New York Award and the ETF.com Lifetime Achievement Award for 2015. Mr. Steinberg is a frequent speaker at conferences on topics related to digital assets and blockchain-enabled finance and has appeared on CNBC, Bloomberg and Fox Business on numerous occasions. He attended The Wharton School of Business at the University of Pennsylvania. Qualifications We believe Mr. Steinberg’s qualifications to serve on the Board include his extensive knowledge of our business, his experience in founding and developing our fundamentally weighted index methodology, as well as his corporate and strategic vision, which provide strategic guidance to the Board. As our Chief Executive Officer, Mr. Steinberg provides essential insight and guidance to the Board from a management perspective. | | Age 60 | Director since October 1988 | | | Committees • None | | |

  16. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors Set forth below are the compensation terms for the non-employee members of the Board in effect in 2024 as approved by the Board:

  17. Compensation of Non-Employee Directors

    | Board Service | | | Annual Cash Retainer(1) | $100,000 | | Annual Restricted Stock or Deferred Restricted Stock Unit Award(2) | $100,000 | | Chair of the Board Cash Retainer | $110,000 |

  18. Compensation of Non-Employee Directors

    | Committee Service(1) | Chair | Member | | Audit | $25,000 | $12,500 | | Compensation | $40,000 | $15,000 | | Nominating and Governance | $15,000 | $7,500 | | Annual Meeting(3) | $12,500 | $7,500 | | Technology Strategy(4) | $15,000 | $7,500 |

  19. Compensation of Non-Employee Directors

    (1) Annual cash retainers for Board and committee service are paid quarterly based on service during the prior quarter. (2) Annual equity award under the 2022 Equity Plan consisting of restricted stock and/or, at the non-employee directors’ election, deferred restricted stock units (“DRSUs”) issued pursuant to the Non-Employee Directors’ Deferred Compensation Program. The restricted stock or DRSUs are granted at the first Board meeting that occurs after the annual meeting of stockholders each year to all non-employee directors serving on that date and vest one year from the grant date, subject to certain exceptions. The award is valued at $100,000 on the grant date based on the closing price of our common stock on the grant date. The shares of common stock underlying the DRSUs are payable on a one-for-one basis, upon the earliest of (i) a date determined by the director (if any) in advance, (ii) a “separation from service” (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) and (iii) a Sale Event (as defined in the 2022 Equity Plan), so long as such Sale Event also constitutes a “change in the ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company (as such terms are defined in Section 409A of the Code). A director who is appointed to the Board outside of the annual meeting of stockholders will receive a prorated amount of the annual award. (3) The Annual Meeting Committee was established in 2023 to manage all aspects of the Company’s annual meeting of stockholders, including matters related to a contested election of directors. (4) The Technology Strategy Committee was established in January 2025 to assist the Board in overseeing matters related to emerging technologies, including artificial intelligence and financial technology. No payments were made to Board members in 2024 with respect to this committee. The following table sets forth compensation paid to our non-employee directors in 2024. All of our directors are reimbursed for out-of-pocket expenses for attending meetings. Directors who are also employees of WisdomTree are not entitled to any compensation for their services as a director.

  20. Compensation of Non-Employee Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Lynn S. Blake | 154,002 | 99,997(2) | 253,999 | | Anthony Bossone | 127,500 | 99,997(2) | 227,497 | | Smita Conjeevaram | 149,085 | 99,997(2) | 249,082 | | Rilla Delorier | 111,430 | 99,997(3) | 211,427 | | Daniela Mielke | 120,000 | 99,997(2) | 219,997 | | Shamla Naidoo | 124,925 | 99,997(3) | 224,922 | | Win Neuger | 245,355 | 99,997(3) | 345,352 | | Tonia Pankopf | 115,000 | 99,997(3) | 214,997 |

  21. Compensation of Non-Employee Directors

    (1) Represents the grant date fair value of shares of restricted stock and DRSUs granted to the non-employee directors in 2024, computed in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standard Codification (“ASC”), Topic 718. (2) Represents the grant date fair value of 10,152 DRSUs awarded on June 12, 2024. As of December 31, 2024, Ms. Blake, Mr. Bossone, Ms. Conjeevaram and Ms. Mielke held 10,152 unvested DRSUs. (3) Represents the grant date fair value of 10,152 shares of restricted stock awarded on June 12, 2024. As of December 31, 2024, Ms. Blake, Mr. Bossone, Ms. Conjeevaram and Ms. Mielke held 10,152 unvested DRSUs.

  22. Compensation Committee Report

    * Ms. Delorier joined the Compensation Committee in October 2024 and replaced Ms. Conjeevaram as Chair in January 2025. Ms. Naidoo ceased to serve as a member of the Compensation Committee in January 2025.

  23. Compensation Overview

    Compensation Overview 2024 Highlights. Actual quantitative performance of our incentive compensation pool was 118.1% of target, which was largely driven by our relative TSR ranking, revenues, operating income and operating margin performance. The Compensation Committee considered the many accomplishments achieved by the NEOs during 2024 when determining the qualitative payout. These achievements included the Company’s strong financial performance and operating results as described in the “Business Overview” above, and our stock price performance in relation to our peers. Other factors considered included the following: • Enhancements to certain arrangements with counterparties to our European ETPs generating meaningful recurring other revenues with minimal cost offsets. • Executing the repurchase of our Series A Preferred Stock from ETFS Capital along with repurchase of common stock in open market transactions, coupled with the successful refinancing of convertible notes maturing in 2028. • Ongoing traction in our models strategy, with the number of advisors utilizing at least one of our models surpassing 2,500. • Successful migration of custody, fund accounting, fund administration, ETF services and securitized lending to Bank of New York Mellon, which enhances strategic capabilities along with incremental cost savings. • Advancements in our digital assets business, including expanding the availability of WisdomTree Prime to 45 U.S. states and nearly 80% of the U.S. population, securing a charter from the New York State Department of Financial Services to operate as a limited purpose trust company under the New York Banking Law and the recent launch of our institutional platform, WisdomTree Connect, along with continuing enhancements to products and platform capabilities. • As previously mentioned above in “Business Overview,” being named a “Best Places to Work in Money Management” by Pensions & Investments in the U.S. for the fifth consecutive year and the eighth year since the award was created, as well as being named a “Best Workplace” for medium-sized companies for the fifth consecutive year in the U.K. and a “Best Workplace for Women” for medium-sized companies for the second time by Great Place to Work. After taking into consideration these achievements and the Company’s overall performance, the Compensation Committee set the qualitative amount equal to quantitative performance. This resulted in a total incentive compensation pool approved by the Compensation Committee that was 118.1% of the target amount for 2024. Impact of Total Shareholder Return on NEO Compensation. A significant portion of our executive compensation program is linked to shareholder return, as follows: • relative TSR is a performance metric included in our performance-based incentive compensation program for our NEOs. The 2024 funded payout percentage for this performance metric was 200.0% of target. See “2024 Incentive Compensation Program and Results” below; • long-term incentive compensation is granted entirely in the form of equity, the value of which is explicitly linked to TSR, and is comprised of both restricted stock awards and relative TSR-based performance-based restricted stock units (“PRSUs”); • PRSUs granted for 2024 performance in January 2025 to our CEO and COO represent 50% of each of their respective long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of each of their respective long-term equity awards granted; and • the payout on PRSUs that vested in January 2023, January 2024 and January 2025 was 76.92%, 200% and 200%, respectively, of the target number of PRSUs based on the TSR of our common stock relative to the respective TSRs of the members of the Traditional Asset Manager Peer Group (defined below), each measured over a three-year performance period, as determined by an independent valuation specialist. See “Components of Compensation – Performance Based Restricted Stock Units (PRSUs)” below.

  24. Our Compensation Philosophy and Objectives

    Our Compensation Philosophy and Objectives Our compensation philosophy and objectives are primarily shaped by strategies targeted to achieve our long-term goals within the business environment in which we operate. We operate in a highly competitive and challenging business environment and we expect competition to continue and intensify. We directly compete with numerous other ETP sponsors and indirectly compete with other larger and multi-national traditional asset management companies. We compete on a number of factors, including the breadth and depth of our product offerings as well as the investment performance and fees of our ETPs. Global competition in the digital assets industry is intensifying, with players ranging from established financial incumbents to early-stage financial technology providers. As mentioned above, we are expanding beyond our existing ETP business by introducing new revenue streams and diversifying our offerings to include our blockchain-native wallet, WisdomTree Prime, as well as WisdomTree Connect, which supports institutional clients by offering direct access to our Digital Funds via self-hosted wallet or third-party custodial wallets. Our focus on “responsible DeFi” ensures our offerings meet regulatory standards while delivering transparency, choice and inclusivity. This expansion into digital assets complements our core strengths, will diversify our revenue streams and contribute further to our growth. We believe our long-term success depends on our ability to: • innovate and introduce new products through traditional ETPs; • grow organically by increasing our ETP inflows and generating strong after-fee performance track records; • successfully implement our strategy related to digital assets; • introduce new revenue streams and generate improved financial results; and • employ the industry’s most talented, professional and dedicated people at all levels. The primary objectives of our compensation programs are to: • attract, retain and motivate our professional, dedicated and expert employees in the highly competitive asset management industry; • reward and retain employees whose knowledge, skills and performance are critical to our continued success; • align the interests of all of our employees with those of our stockholders by motivating them to increase stockholder value; and • motivate our executives to manage our business to meet short-term and long-term objectives and reward them appropriately for meeting or exceeding them. Our compensation programs incorporate the best practices described in this proxy statement under the heading “Proxy Summary – Executive Compensation – Compensation Program Best Practices.” The following principles guide our compensation programs: • Pay-for-performance. Our compensation programs are designed to reward our employees for their individual performance as well as the Company’s performance. If an employee is a top-tier performer, the employee should receive higher rewards. Likewise, where individual performance and/or Company performance falls short of expectations, the programs should deliver lower levels of compensation. However, the objectives of pay-for-performance and retention must be balanced. Even in periods of temporary downturns in our performance, our programs should continue to ensure that our successful, high-achieving employees remain motivated and committed to us. • Every employee should be a stakeholder aligned with our stockholders. A key factor in our success has been and continues to be fostering an entrepreneurial culture where our employees act and think like our owners. As such, our compensation programs encourage equity ownership throughout our organization to align our employees’ interests with our stockholders. Accordingly, our equity awards are long-term in nature and our employees receive equity awards as part of their year-end compensation. • Higher levels of responsibility are reflected in compensation. Compensation is based on each employee’s level of job responsibility. As employees progress to higher levels in our organization, an increasing proportion of their pay is at risk and tied to our short- and long-term performance because they are more able to impact our results. • Competitive compensation levels. Our compensation programs reflect the value of the employee’s position in the marketplace. To attract and retain a highly skilled work force, we must remain competitive with the pay of other premier employers who compete with us for talent. • Team approach. Our success has been based on the coordinated efforts of all our employees working towards common goals, not on the efforts of any one individual. As such, our compensation programs should be applied across the organization, accounting for differences in job responsibilities and marketplace considerations. Perquisites are rare and limited to those that are important to our employees’ ability to carry out their responsibilities safely and effectively. • Align with long-term success. Our compensation programs closely link equity incentive rewards to our long-term strategic priorities and successes and not to short-term excessive risk taking. We believe we have designed competitive compensation packages that incorporate the above principles and ensure that our executive compensation is aligned with our corporate strategies and business objectives.

  25. Components of Compensation

    Components of Compensation We have established the following components of compensation to satisfy our compensation objectives: • base salary; • incentive compensation, consisting of a combination of cash and long-term equity awards; • benefit programs; and • severance and change of control benefits for NEOs. These components provide competitive compensation packages that recognize and reward individual contributions, ensure that executive compensation is aligned with corporate strategies and business objectives and promote the achievement of key strategic and operating performance measures.

  26. Incentive Compensation

    Incentive Compensation Incentive compensation consists of two components: cash and long-term equity awards. Cash. The cash component of incentive compensation is used to motivate and reward our employees for achieving certain short-term operating, financial and other business goals as well as individual performance. Long-Term Equity Awards. Because short-term performance does not by itself accurately reflect our overall performance or the return realized by our stockholders, we grant equity awards to our employees as a long-term incentive. We believe that providing equity ownership: • serves to align the interests of our employees with our stockholders by creating an ownership culture and a direct link between compensation and stockholder return; • creates a significant, long-term interest for our employees to contribute to our success; • aids in the retention of employees in a highly competitive market for talent; and • allows employees to participate in our longer-term success through potential stock price appreciation. In determining the appropriate mix of short-term and long-term incentive compensation to our executives and all of our employees, our Compensation Committee and management believe that employees with higher authority, responsibility and ability to significantly influence our growth and profitability should receive their incentive compensation more weighted towards long-term equity to further align their interest with our long-term success. As a result, incentive compensation paid to our CEO is most heavily weighted toward long-term equity incentives, followed by our COO, and then our other NEOs. Long-term equity awards consist of restricted stock and PRSU awards.

  27. Restricted Stock

    Restricted Stock Restricted stock awards vest in equal annual installments over three years commencing on the first anniversary of the grant date. The number of shares of restricted stock granted to our NEOs was determined by dividing the dollar value of such awards by the closing price of our common stock on the grant date. Restricted stock awards granted for 2024 performance in January 2025 to our CEO and COO represent 50% of each of their respective long-term equity awards granted. Restricted stock awards granted to our other NEOs represent 75% of each of their respective long-term equity awards granted.

  28. Performance Based Restricted Stock Units (PRSUs)

    Performance Based Restricted Stock Units (PRSUs) Awards of PRSUs cliff vest at the end of three years if certain pre-determined relative TSR levels are achieved. The number of PRSUs granted to our NEOs was determined by dividing the dollar value of such awards by the grant date fair market value of the PRSUs as determined by an independent valuation consultant. PRSUs granted for 2024 performance in January 2025 to our CEO and COO represent 50% of each of their respective long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of each of their respective long-term equity awards granted. While a target number of PRSUs is initially granted, the number of PRSUs that will ultimately be earned and vest is tied to how our TSR compares to a peer group of other publicly-traded asset managers over the three-year performance period and could range from 0% to 200% of the target number of PRSUs granted. We refer to this peer group as the “Traditional Asset Manager Peer Group,” which for the years ended December 31, 2024, 2023 and 2022, was comprised of the following companies that generally are covered by analysts who also provide coverage on our Company:

  29. Performance Based Restricted Stock Units (PRSUs)

    | • AllianceBernstein Holding L.P. • Affiliated Managers Group, Inc. • Artisan Partners Asset Management Inc. • BlackRock, Inc. • BrightSphere Investment Group Inc. • Federated Hermes, Inc. | • Franklin Resources, Inc. • Invesco Ltd. • Janus Henderson Group plc • T. Rowe Price Group, Inc. • Victory Capital Holdings, Inc. • Virtus Investment Partners, Inc. |

  30. Performance Based Restricted Stock Units (PRSUs)

    The TSR for each member of the Traditional Asset Manager Peer Group is derived from the average per-share value of the publicly-traded common stock of each peer group member for the 90-calendar day period ending on the first day of the performance period and the last day of the performance period and includes the impact of dividends. With respect to the PRSUs granted for 2024 performance in January 2025, the number of PRSUs that will ultimately be earned and vest is determined as follows: • If the relative TSR is below the 25th percentile, then 0% of the target number of PRSUs granted will vest. • If the relative TSR is at the 25th percentile, then 50% of the target number of PRSUs granted will vest. • If the relative TSR is above the 25th percentile, then linear scaling is applied such that the percent of the target number of PRSUs vesting is 100% at the 50th percentile and is capped at 200% of the target number of PRSUs for performance at or above the 85th percentile. • If our absolute TSR is negative, the number of PRSUs vesting is capped at 100% of target regardless of the relative TSR percentile. As stated above in the section titled “Our Compensation Philosophy and Objectives,” those individuals with greater levels of authority and responsibility receive a higher amount of their incentive compensation in the form of equity awards. Accordingly, we granted a greater proportion of incentive compensation in equity to our NEOs as compared to our other employees. See “2024 Total Compensation” below for further information regarding actual compensation paid to our NEOs.

  31. Severance and Change of Control Benefits

    Severance and Change of Control Benefits In accordance with the terms of the employment agreements with our CEO, COO, CLO and CEOE, and the Severance Plan in which our CFO participates, and the respective equity award agreements of such NEOs, as applicable, each as described below, our NEOs are entitled to specified benefits in the event of termination of their respective employment under certain conditions, including partial acceleration of unvested equity awards and specified severance payments and benefits. Our NEOs also are entitled to specified benefits in the event of involuntary termination of their employment without cause or voluntary termination for good reason within 18 months after a change of control, including accelerated vesting of unvested equity awards and specified cash severance payments and benefits. In addition, if a change of control occurs within 12 months following the NEO’s involuntary termination without cause or voluntary termination for good reason, all unvested time-based equity awards will accelerate and vest on the effective date of the change of control and unvested equity awards subject to performance-based vesting (currently, PRSUs), will vest in accordance with the terms of the applicable award agreement. Further, if a change of control occurs during the employment of our NEOs, all unvested time-based equity awards held by our CEO, COO and CLO will accelerate and vest on the effective date of the change of control and unvested equity awards subject to performance-based vesting (currently, PRSUs) held by our NEOs will vest in accordance with the terms of the applicable award agreement. We have provided more detailed information about these severance and change of control benefits, along with estimates of value under various circumstances, in the table below under “Potential Payments Upon Termination or Change of Control” and under the heading “Employment Agreements and Severance Plan” below. Our goal in providing severance and change of control benefits is to offer sufficient certainty in compensation such that our executive officers will focus their full time and attention on the requirements of the business rather than the potential implications for their respective positions. We believe these benefits assist in maintaining a competitive position in terms of attracting and retaining key executives, which is in the best interests of our stockholders.

  32. Role of the Compensation Committee, Performance Evaluations and Management

    Role of the Compensation Committee, Performance Evaluations and Management The Compensation Committee, which is comprised entirely of independent directors, is responsible for the general oversight of our compensation policies and practices. The Compensation Committee also reviews the overall compensation structure and evaluates the performance of our NEOs in order to determine that compensation is fair, reasonable, competitive and consistent with our compensation philosophies and objectives based on their collective experiences and business judgment. The Compensation Committee engages an independent compensation consultant to provide advice with respect to executive compensation. The Compensation Committee specifically evaluates the performance of our CEO and, with input from our CEO, the overall performance of our other NEOs. The Compensation Committee also discusses the overall performance and compensation of our NEOs with our Board and presents the Board with information regarding compensation matters throughout the year as needed. The Compensation Committee oversees the development, implementation and administration of our compensation programs, including all compensation plans adopted by the Board under which equity grants are made, and determines and approves performance measures and goals and objectives relevant to the compensation program. In addition, the Compensation Committee evaluates the performance of the CEO in light of those goals and objectives, determines and approves the CEO’s compensation based on this evaluation, reviews and approves the compensation of the other NEOs, reviews and approves all discretionary bonuses to our employees and reviews and approves employment, severance and change of control agreements, as well as any other supplemental benefits provided to our NEOs and other senior employees under the Compensation Committee’s purview. The Compensation Committee also reviews and makes recommendations to our Board with respect to non-employee directors’ compensation. The Compensation Committee works with management to annually review and reassess the adequacy of its charter, proposing changes as necessary to our Board for approval. Our NEOs play a critical role in setting or recommending compensation levels throughout our organization. Our CEO makes incentive compensation recommendations to the Compensation Committee for the NEOs other than the CEO. In considering the CEO’s recommendations, the Compensation Committee evaluates results measured by the performance measures, goals and objectives of our compensation programs as well as qualitative factors to ensure that compensation is fair, reasonable, competitive and consistent with our compensation philosophy and objectives. Our NEOs work with the Compensation Committee to design and develop compensation programs applicable to all our employees, including recommending changes to existing compensation programs and operational performance targets, preparing analyses of Company financial or operational data and other Compensation Committee briefing materials, analyzing industry data and, ultimately, implementing the decisions of the Compensation Committee.

  33. Use of Compensation Consultant

    Use of Compensation Consultant The Compensation Committee has retained FW Cook (“FWC”), an independent compensation consultant, to provide objective advice on the pay practices, compensation plan design and the competitive landscape for compensation. The compensation consultant also reviews and makes recommendations for the selection process and pay information used for market compensation benchmarking discussed below. WisdomTree pays the cost for FWC’s services. However, the Compensation Committee retains the sole authority to direct, terminate or continue FWC’s engagement. The Compensation Committee has confirmed the independence of FWC in accordance with SEC and NYSE rules and has determined that their work has not raised any conflicts of interest.

  34. Market Compensation Benchmarking

    Market Compensation Benchmarking The Compensation Committee monitors relevant market and industry statistics on executive compensation as one of several factors it considers in determining compensation of our NEOs. In making compensation decisions, the Compensation Committee reviews: Industry surveys. Aon Consulting, Inc. (formerly McLagan Partners, Inc., “Aon”) prepares annual comprehensive compensation surveys for the asset management industry. These surveys consist of consolidated compensation information of publicly-traded and private asset management firms. Industry peers. Publicly disclosed pay information for certain publicly-traded asset management firms that are generally similar in size, market capitalization, product offering and/or financial metrics as WisdomTree. The Compensation Committee uses this information to inform compensation decisions and to understand evolving pay trends at asset managers; however, the Compensation Committee recognizes that there are inherent limitations on the comparability and usefulness of the market data, including time lags, differences in scope of responsibilities, geographic differences and other factors. While the Compensation Committee believes such comparative information is useful, such data is intended solely to serve as a reference point to assist the Compensation Committee in its discussions and deliberations. At the beginning of the year, the Compensation Committee, working with FWC, reviews the appropriateness of the companies included in the industry peer group that we refer to as the “Compensation Peer Group.” The Compensation Peer Group median is used to determine the target compensation of the CEO and as a reference point for the other NEOs. The Compensation Committee adjusts this peer group based on metric changes of the peer group average relative to WisdomTree. Relevant metrics considered by the Compensation Committee include AUM, financial metrics, number of employees and market capitalization. The 2024 Compensation Peer Group, as approved by the Compensation Committee, is set forth below:

  35. Market Compensation Benchmarking

    | • AllianceBernstein Holding L.P. • Artisan Partners Asset Management Inc. • B. Riley Financial, Inc. • BrightSphere Investment Group Inc. • Cohen & Steers, Inc. • Diamond Hill Investment Group, Inc. • Donnelley Financial Solutions, Inc. | • Hercules Capital, Inc. • Main Street Capital Corporation • Moelis & Company • Silvercrest Asset Management Group Inc. • Victory Capital Holdings, Inc. • Virtus Investment Partners, Inc. • Westwood Holdings Group, Inc. |

  36. Market Compensation Benchmarking

    Advantax, Inc. and Greenhill & Co., Inc. were included in the peer group during the year ended December 31, 2023, but have since been removed from the peer group as they were recently acquired.

  37. 2024 Incentive Compensation Program and Results

    | ($ in thousands) Performance Metrics | Quantitative Metrics | | | Payouts | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | Net inflows | $0 | $7,486,000 | $22,458,000 | $0 | $680 | $2,040 | | Annualized RRR from Flows | $0 | $30,100 | $90,300 | $0 | $680 | $2,040 | | Total revenues | $0 | $396,000 | $990,000 | $0 | $2,720 | $6,800 | | Adjusted operating income (excluding bonus) | $0 | $156,100 | $390,250 | $0 | $2,720 | $6,800 | | Adjusted operating margin (excluding bonus) | 0% | 39.4% | 98.50% | $0 | $2,720 | $6,800 | | Relative total shareholder return | 13 of 13 | 7 of 13 | 1 of 13 | $0 | $1,360 | $3,400 | | Total | | | | $0 | $10,880 | $27,880 |

  38. 2024 Incentive Compensation Program and Results

    | ($ in thousands) Performance Metrics | Weight | Target | Target Payout | 2024 Actuals | Funded % | Funded Payout | | Net inflows(1) | 4.688% | $7,486,000 | $680 | $843,000 | 11.3% | $77 | | Annualized RRR from Flows(1) | 4.688% | $30,100 | $680 | $1,900 | 6.2% | $42 | | Total revenues(2) | 18.750% | $326,600 | $2,720 | $422,600 | 113.4%(3) | $3,084 | | Adjusted operating income (excluding bonus)(3)(4) | 18.750% | $156,100 | $2,720 | $183,100 | 134.6%(3) | $3,661 | | Adjusted operating margin (excluding bonus)(3)(4) | 18.750% | 39.4% | $2,720 | 43.3% | 119.9%(3) | $3,261 | | Relative total shareholder return | 9.375% | 7 of 13 | $1,360 | 3 of 13 | 200.0% | $2,720 | | Total – Performance: | 75.00% | | $10,880 | | 118.1% | $12,845 | | Total – Qualitative: | 25.00% | | $3,627 | | 118.1% | $4,283 | | Total – Pool: | | | $14,507 | | | $17,128 | | Funding percentage:(5) | | | | | | 118.1% |

  39. 2024 Total Compensation

    (1) PRSUs granted to our CEO and COO represent 50% of the long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of the long-term equity awards granted. (2) Mr. Marinof’s compensation is paid in British pounds. Amounts reflected in the table are reported in U.S. dollars using the average exchange rate of $1.2782 to £1. Mr. Steinberg’s and Mr. Lilien’s funded percentages of 118.1% were set equal to the overall funding percentage of the total incentive compensation pool approved by the Compensation Committee. Mr. Edmiston’s and Ms. Frankenthaler’s funded percentages of 122.9% and 137.7%, respectively, considered individual performance during the year as well as the magnitude of the change in compensation this year as compared to actual compensation received in prior years. Mr. Marinof’s funded percentage was set at 107.7%, taking into consideration achieving meaningful recurring other revenues through enhancements to certain arrangements with counterparties to our European ETPs, as well as flow trends of our European-listed products in relation to our U.S.-listed products. The following charts reflect the elements of total compensation for our NEOs as a percentage of their total compensation based on the chart above:

  40. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards It is the policy of the Board and the Compensation Committee to not take material nonpublic information into account when determining the timing of equity awards in order to take advantage of a depressed stock price or an anticipated increase in stock price. Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. We generally make awards on pre-determined dates. Annual equity awards to all eligible employees, including our NEOs, are generally made on January 25th, and annual equity awards to members of our Board are made on the date of our annual meeting of stockholders. WisdomTree did not grant any stock options, stock appreciation rights or similar option-like instruments in 2024.

  41. Pay Versus Performance

    Pay Versus Performance The following table reports the total compensation of Jonathan Steinberg, our Chief Executive Officer and PEO, and the average total compensation of the other NEOs as reported in the Summary Compensation Table for the past five years, as well as the “compensation actually paid” to our PEO and the average “compensation actually paid” to our other NEOs as calculated pursuant to SEC rules and certain performance measures required by SEC rules. We refer to the NEOs covered by this Pay Versus Performance disclosure other than the PEO as the “Other NEOs.”

  42. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Company- Selected Measure | | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($)(2) | TSR ($) | Peer Group TSR ($)(3) | Net Income/(Loss) (thousands) ($)(4) | TSR Percentile Ranking – Traditional Asset Manager Peer Group(5) | | 2024 | 6,745,441 | 15,333,481 | 2,519,007 | 4,449,490 | 240.98 | 232.48 | 66,693 | 85th | | 2023 | 6,710,430 | 9,946,606 | 2,422,286 | 3,140,681 | 156.95 | 168.43 | 102,546 | 92nd | | 2022 | 5,448,889 | 5,503,797 | 1,837,134 | 1,836,101 | 121.14 | 128.14 | 50,684 | 92nd | | 2021 | 4,317,175 | 4,313,843 | 1,377,223 | 1,252,097 | 133.03 | 171.05 | 49,797 | 25th | | 2020 | 2,881,637 | 3,434,784 | 1,253,893 | 1,361,386 | 114.11 | 115.87 | (35,655) | 17th |

  43. Pay Versus Performance

    (1) The PEO and Other NEOs for the applicable years were as follows: • 2024: Mr. Steinberg served as our PEO and Mr. Edmiston, Ms. Frankenthaler, Mr. Lilien and Mr. Marinof served as the Other NEOs. • 2022 and 2023: Mr. Steinberg served as our PEO and Messrs. Edmiston, Lilien, Marinof and Peter Ziemba, our Chief Administrative Officer, served as the Other NEOs. • 2021: Mr. Steinberg served as our PEO and Messrs. Edmiston, Lilien, Marinof, Ziemba and Amit Muni, our former CFO, served as the Other NEOs. Mr. Edmiston was appointed to serve as our CFO effective June 1, 2021. • 2020: Mr. Steinberg served as our PEO and Messrs. Muni, Lilien, Marinof and Ziemba served as the Other NEOs. (2) Represents the Summary Compensation Table totals reported for the PEO and the average of the Other NEOs for each year subject to the following adjustments in accordance with Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”:

  44. Pay Versus Performance

    | Year | Summary Compensation Table – Total | Deduction for amounts reported under “Stock Awards” column of the Summary Compensation Table(a) | Equity Award Adjustments(b) | Compensation Actually Paid | | 2024 – PEO | $6,745,441 | ($3,841,791) | $12,429,831 | $15,333,481 | | 2024 – Average for Other NEOs | $2,519,007 | ($1,118,764) | $3,049,247 | $4,449,490 | | 2023 – PEO | $6,710,430 | ($3,585,593) | $6,821,769 | $9,946,606 | | 2023 – Average for Other NEOs | $2,422,286 | ($1,018,373) | $1,736,768 | $3,140,681 | | 2022 – PEO | $5,448,889 | ($2,494,989) | $2,549,897 | $5,503,797 | | 2022 – Average for Other NEOs | $1,837,134 | ($511,485) | $510,452 | $1,836,101 | | 2021 – PEO | $4,317,175 | ($1,463,175) | $1,459,843 | $4,313,843 | | 2021 – Average for Other NEOs | $1,377,223 | ($389,910) | $264,784 | $1,252,097 | | 2020 – PEO | $2,881,637 | ($993,637) | $1,546,784 | $3,434,784 | | 2020 – Average for Other NEOs | $1,253,893 | ($196,883) | $304,376 | $1,361,386 |

  45. Pay Versus Performance

    (a) Compensation actually paid excludes the amounts reported in the Stock Awards column from the relevant year’s Summary Compensation Table total. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the fair value as of the end of the applicable fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the applicable fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the applicable fiscal year; (iii) the change in fair value during the applicable fiscal year through the vesting date of equity awards granted in prior years that vested during the applicable fiscal year, less the fair value at the end of the prior year of awards granted prior to the applicable fiscal year that failed to meet applicable vesting conditions during the listed year; and (iv) the value of dividends or other earnings paid on equity awards in the applicable fiscal year prior to the vesting date that are not otherwise included in the total compensation for the applicable fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, including Monte Carlo simulations used to value outstanding PRSUs as of the end of the applicable fiscal year. The equity award adjustments are set forth in the table below:

  46. Pay Versus Performance

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Applicable Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | Equity Award Adjustments – PEO | | | | | | | | | 2024 | 6,485,442 | 5,644,149 | — | 278,725 | — | 21,514 | 12,429,831 | | 2023 | 5,041,757 | 1,717,483 | — | 22,573 | — | 39,956 | 6,821,769 | | 2022 | 2,545,937 | 61,772 | — | (102,452) | — | 44,640 | 2,549,897 | | 2021 | 1,581,610 | (177,002) | — | 5,196 | — | 50,039 | 1,459,843 | | 2020 | 1,426,969 | 244,913 | — | (191,507) | — | 66,409 | 1,546,784 | | Equity Award Adjustments – Average for Other NEOs | | | | | | | | | 2024 | 1,827,552 | 1,157,527 | — | 57,915 | — | 6,254 | 3,049,247 | | 2023 | 1,392,242 | 329,643 | — | 5,922 | — | 8,961 | 1,736,768 | | 2022 | 512,998 | 3,176 | — | (17,326) | — | 11,604 | 510,452 | | 2021 | 344,057 | (11,600) | — | 763 | (77,860) | 9,424 | 264,784 | | 2020 | 282,744 | 39,027 | — | (31,605) | — | 14,210 | 304,376 |

  47. Pay Versus Performance

    (3) The peer group used for purposes of Item 201(e) of Regulation S-K was utilized for purposes of calculating Peer Group TSR. We refer to this peer group as the “Selected Peer Group.” The Selected Peer Group is comprised of 36 publicly-traded asset management companies in the S&P U.S. BMI Asset Management & Custody Banks Index. (4) We are required to report net income/(loss) pursuant to generally accepted accounting principles (“GAAP”) in the table above, however, our GAAP net income includes items that are non-recurring or not core to our operating business. Our adjusted net income (a non-GAAP measure) (in thousands) was $101,379, $62,731, $41,669, $61,352 and $40,205 for the years ended December 31, 2024, 2023, 2022, 2021 and 2020, respectively. A reconciliation of our net income/(loss) as reported under GAAP to adjusted net income (a non-GAAP measure) is included in Item 7 of our Annual Report on Form 10-K for the years ended December 31, 2024, 2023 and 2022. (5) We have identified our TSR percentile ranking for the Traditional Asset Manager Peer Group as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and Other NEOs in 2024 to our performance. The TSR for each member of the Traditional Asset Manager Peer Group was derived from the average per-share value of the publicly-traded common stock of each peer group member for the 90-calendar day period ending on January 1st (beginning of period) and December 31st (end of period) of each applicable year and includes the impact of dividends.

  48. Tabular List of Performance Measures

    Tabular List of Performance Measures WisdomTree considers the following measures to be the most important performance measures it uses to link compensation actually paid to its PEO and Other NEOs to WisdomTree’s performance for 2024:

  49. Tabular List of Performance Measures

    | Performance Measures | | TSR Percentile Ranking – Traditional Asset Manager Peer Group | | Net Inflows | | Annualized RRR from Flows | | Total Revenues | | Adjusted Operating Income | | Adjusted Operating Margin |

  50. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures

  51. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The table below shows the relationship between compensation actually paid to our PEO and average compensation actually paid to our Other NEOs in relation to our cumulative TSR and the cumulative TSR of the Selected Peer Group over a five-year period. Our cumulative TSR and the cumulative TSR of the Selected Peer Group were not used in the 2024 incentive compensation program. However, our relative TSR measured against an alternative peer group that we refer to as the Traditional Asset Manager Peer Group is a metric used in determining annual compensation of our PEO and our Other NEOs. During 2024, we ranked 3rd among the 13 members of the Traditional Asset Manager Peer Group. See “TSR Percentile Ranking – Traditional Asset Manager Peer Group” below for additional information.

  52. Compensation Actually Paid and Net Income/(Loss)

    Compensation Actually Paid and Net Income/(Loss) The table below shows the relationship between compensation actually paid to our PEO and average compensation actually paid to our Other NEOs in relation to our net income/(loss). Net income/(loss) was not a performance measure used in the 2024 incentive compensation program. Compensation actually paid also has no correlation to net income/(loss) due to items impacting net income/(loss) that are non-recurring or not core to our operating results.

  53. Compensation Actually Paid and TSR Percentile Ranking – Traditional Asset Manager Peer Group

    Compensation Actually Paid and TSR Percentile Ranking – Traditional Asset Manager Peer Group The table below shows the relationship between compensation actually paid to our PEO and average compensation actually paid to our Other NEOs in relation to our TSR percentile ranking for the Traditional Asset Manager Peer Group, a performance measure used in the 2024 incentive compensation program and described above in the Compensation Discussion and Analysis under the heading “Components of Compensation.”

  54. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to compensation earned during the years indicated below by each NEO.

  55. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jonathan Steinberg | 2024 | 550,000 | 2,338,400 | 3,841,791 | 15,250 | 6,745,441 | | Chief Executive Officer | 2023 | 550,000 | 2,561,200 | 3,585,593 | 13,637 | 6,710,430 | | | 2022 | 550,000 | 2,390,400 | 2,494,989 | 13,500 | 5,448,889 | | Bryan Edmiston | 2024 | 375,000 | 752,500 | 687,494 | 11,500 | 1,826,494 | | Chief Financial Officer | 2023 | 375,000 | 687,500 | 549,993 | 11,188 | 1,623,681 | | | 2022 | 375,000 | 550,000 | 210,993 | 9,750 | 1,145,743 | | Marci Frankenthaler | 2024 | 375,000 | 705,300 | 674,989 | 15,250 | 1,770,539 | | Chief Legal Officer | | | | | | | | R. Jarrett Lilien | 2024 | 450,000 | 1,753,800 | 2,346,296 | 13,000 | 4,563,096 | | President and Chief Operating Officer | 2023 | 450,000 | 1,919,700 | 2,189,544 | 15,000 | 4,574,244 | | | 2022 | 450,000 | 1,791,450 | 1,014,724 | 13,500 | 3,269,674 | | Alexis Marinof(4) | 2024 | 370,678 | 745,574 | 766,285 | 33,361 | 1,915,898 | | Chief Executive Officer, Europe | 2023 | 360,615 | 749,831 | 571,460 | 32,455 | 1,714,361 | | | 2022 | 359,078 | 570,501 | 367,225 | 32,317 | 1,329,121 |

  56. Summary Compensation Table

    (1) Amounts reported for 2024 reflect bonuses earned in 2024 and paid in 2025; amounts reported for 2023 reflect bonuses earned in 2023 and paid in 2024; and amounts reported for 2022 reflect bonuses earned in 2022 and paid in 2023. (2) Amounts reported include the aggregate accounting grant date fair value of awards made to our NEOs in the respective calendar year for services performed in the prior year and are computed in accordance with FASB ASC 718, excluding the impact of estimated forfeitures related to service-based vesting. The grant date fair value for time-based restricted stock awards is based on the closing price of our common stock on the date of grant. The grant date fair value for PRSUs is calculated using a Monte-Carlo simulation for the award on the grant date and such grant date fair values are set forth in the Grants of Plan-Based Awards table below. The assumptions we used in the valuation of the equity awards are set forth in note 18 of the notes to our annual consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The value of the PRSUs granted to our NEOs in 2024 assuming the highest level of performance is achieved is $3,841,796 for Mr. Steinberg, $343,748 for Mr. Edmiston, $337,490 for Ms. Frankenthaler, $2,346,295 for Mr. Lilien and $383,142 for Mr. Marinof. (3) Represents employer contributions to the 401(k) Retirement Plan (and the U.K. pension scheme in respect of Mr. Marinof). (4) Mr. Marinof is paid compensation in British pounds. Amounts reflected are reported in U.S. dollars using the average exchange rates of $1.2782, $1.2435 and $1.2382 to £1 for the years 2024, 2023 and 2022, respectively.

  57. CEO Pay Ratio

    CEO Pay Ratio Our compensation and benefits philosophy and the overall structure of our compensation and benefits programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure that the pay of our employees reflects the level of their job impact and responsibilities and is competitive within our industry. Compensation rates are benchmarked and are generally set to be market-competitive in the country in which the jobs are performed. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute. As required by the SEC, we are providing disclosure about the relationship of the annual total compensation of our median employee to the annual total compensation of our CEO. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions. Therefore, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. For 2024, the annual total compensation of our median employee, determined in accordance with the amounts presented in the “Total” column of the Summary Compensation Table, was $205,100. Our CEO’s annual total compensation, as reported in the “Total” column of the Summary Compensation Table, was $6,745,441. Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee is 33 to 1. Our pay ratio estimate has been calculated in a manner consistent with SEC rules using the data and assumptions summarized below. To quantify the annual total compensation of our median employee, we first determined our employee population as of December 31, 2024, which represented 312 global full-time employees, excluding our CEO. We then measured the employee population’s total compensation as viewed by our Compensation Committee, which is comprised of base salary, cash incentive compensation and equity incentive compensation granted for the 2024 performance year. We annualized compensation for any employees who were employed for less than the full year and compensation paid in foreign currencies was converted to U.S. dollars based on an average exchange rate for the full year.

  58. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information with respect to stock awards granted to our NEOs during the year ended December 31, 2024.

  59. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Jonathan Steinberg | 1/25/2024 | 111,421 | 222,842 | 445,684 | — | 1,920,898 | | | 1/25/2024 | — | — | — | 269,410 | 1,920,893 | | Bryan Edmiston | 1/25/2024 | 9,970 | 19,939 | 39,878 | — | 171,874 | | | 1/25/2024 | — | — | — | 72,317 | 515,620 | | Marci Frankenthaler | 1/25/2024 | 9,788 | 19,576 | 39,152 | — | 168,745 | | | 1/25/2024 | — | — | — | 71,002 | 506,244 | | R. Jarrett Lilien | 1/25/2024 | 68,048 | 136,096 | 272,192 | — | 1,173,148 | | | 1/25/2024 | — | — | — | 164,537 | 1,173,149 | | Alexis Marinof | 1/25/2024 | 11,112 | 22,224 | 44,448 | — | 191,571 | | | 1/25/2024 | — | — | — | 80,605 | 574,714 |

  60. Grants of Plan-Based Awards

    (1) Amounts reported represent accounting grant date fair value of awards made to our NEOs in 2024 for services performed in the prior year and are computed in accordance with FASB ASC Topic 718, excluding the impact of estimated forfeitures related to service-based vesting.

  61. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to outstanding stock awards held by our NEOs at December 31, 2024:

  62. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Jonathan Steinberg | 1/25/22 | 72,571 | 761,996 | 387,336 | 4,067,028 | | | 1/25/23 | 213,428 | 2,240,994 | 570,370 | 5,988,885 | | | 1/25/24 | 269,410 | 2,828,805 | 451,582 | 4,741,611 | | Bryan Edmiston | 1/25/22 | 9,207 | 96,674 | 16,370 | 171,885 | | | 1/25/23 | 49,107 | 515,624 | 43,738 | 459,249 | | | 1/25/24 | 72,317 | 759,329 | 40,402 | 424,221 | | Marci Frankenthaler | 1/25/22 | 13,919 | 146,150 | 24,752 | 259,896 | | | 1/25/23 | 49,107 | 515,624 | 43,738 | 459,249 | | | 1/25/24 | 71,002 | 745,521 | 39,666 | 416,493 | | R. Jarrett Lilien | 1/25/22 | 29,515 | 309,908 | 157,526 | 1,654,023 | | | 1/25/23 | 130,330 | 1,368,465 | 348,294 | 3,657,087 | | | 1/25/24 | 164,537 | 1,727,639 | 275,792 | 2,895,816 | | Alexis Marinof | 1/25/22 | 16,022 | 168,231 | 28,502 | 299,271 | | | 1/25/23 | 51,024 | 535,752 | 45,444 | 477,162 | | | 1/25/24 | 80,605 | 846,353 | 45,034 | 472,857 |

  63. Outstanding Equity Awards at Fiscal Year-End

    (1) These unvested shares of restricted stock vest at a rate of 33 1/3% each year starting one year from the date of grant, subject to continued employment. See “Potential Payments upon Termination or Change of Control” for a description of the accelerated or continued vesting provisions upon termination, retirement or change of control. (2) The market value of such holdings is based on the closing price of $10.50 per share of our common stock as reported on December 31, 2024, the last trading day of 2024. (3) These unvested PRSUs cliff vest three years from the grant date. The number of shares of common stock to be issued will be determined based on the TSR of our common stock relative to the respective TSRs of companies in the Traditional Asset Manager Peer Group described above in the Compensation Discussion and Analysis under the heading “Components of Compensation,” each measured over a three-year period from the grant date. The amounts reported are based on achieving maximum performance for the 2022, 2023 and 2024 grants based upon our relative TSR performance for those respective grants during the measurement periods and include adjustments made to the number of PRSUs for the reinvestment of dividend equivalents between the grant date and December 31, 2024. See “Potential Payments upon Termination or Change of Control” for a description of the accelerated or continued vesting provisions upon termination, retirement or change of control. (4) The amounts reported are based on achieving maximum performance for the 2022, 2023 and 2024 grants based upon our relative TSR performance for those respective grants during the measurement periods.

  64. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth, for each NEO, all share-based incentive plan awards that vested and were exercised during the year ended December 31, 2024.

  65. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jonathan Steinberg | — | — | 481,027 | 3,429,723 | | Bryan Edmiston | — | — | 38,103 | 271,674 | | Marci Frankenthaler | — | — | 71,940 | 512,932 | | R. Jarrett Lilien | — | — | 260,693 | 1,858,741 | | Alexis Marinof | — | — | 90,261 | 643,561 |

  66. Option Exercises and Stock Vested

    (1) Amounts in this column were calculated by multiplying the number of shares of restricted stock or PRSUs that vested by the closing price of our common stock on the vesting date. If the vesting date was a weekend or holiday, the prior business day was used to value the shares. The payout on PRSUs for the performance period from January 25, 2021 to January 25, 2024 was 200% of the target number of PRSUs, inclusive of adjustments made to the target for the reinvestment of dividend equivalents between the grant date and vesting date, based on the TSR of our common stock relative to the respective TSRs of the companies in the Traditional Asset Manager Peer Group as described above in the Compensation Discussion and Analysis under the heading “Components of Compensation,” measured over such three-year period.

  67. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control As described above under “Employment Agreements and Severance Plan,” • Our CEO, CLO and COO are entitled to payments and benefits in the event of: (i) an Involuntary Termination; (ii) a termination of employment by the Company for cause or voluntary resignation by the NEO without good reason if we elect to enforce a three-month non-competition covenant; and (iii) an Involuntary Termination within 18 months after a change of control. In addition, if a change of control occurs during the employment of our CEO, CLO and COO, all unvested time-based equity awards will accelerate and vest on the effective date of the change of control, and unvested equity awards subject to performance-based vesting (currently, PRSUs) will vest in accordance with the terms of the applicable award agreement as described below; • Our CFO, as an eligible participant under our Severance Plan, is entitled to the same severance benefits as the CEO, CLO and COO, except for accelerated vesting of unvested time-based equity awards on the effective date of a change of control; and • Our CEOE is also entitled to similar benefits as provided under the Severance Plan (with the exception of payments upon termination for cause or voluntary resignation without good reason). This section is intended to discuss payments to our NEOs, assuming the termination from employment and/or a change of control occurred on December 31, 2024. Due to the number of factors that affect the nature and amount of any benefits provided upon the occurrence of the events discussed in this section, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, our stock price and reductions to avoid the characterization of amounts payable in the event of a change of control as excess parachute payments under Sections 280G and 4999 of the Code. The terms of the PRSUs awarded to our NEOs provide for accelerated vesting of all or a portion of the PRSUs upon an Involuntary Termination. Also, if a change of control occurs during the employment of our NEOs or during the 12-month period following an Involuntary Termination, all or a portion of the PRSUs will vest on the effective date of a change of control. The terms of restricted stock awards granted to our NEOs on or after January 1, 2024 provide for full accelerated vesting upon the NEO’s “normal retirement,” subject to clawback in the event that the NEO commences work in the asset management or financial services industries after the NEO’s normal retirement. For purposes of such award agreements, “normal retirement” means that the NEO retires from active employment on or after reaching age 62 and having been employed by WisdomTree for at least seven years, provided that the NEO provides at least six months’ advance notice of their intention to retire.

  68. Potential Payments upon Termination or Change of Control

    | Name | Change of Control ($) | Involuntary Termination Without Cause or for Good Reason ($) | Termination for Cause or Voluntary Resignation Without Good Reason ($) | Involuntary Termination Within 18 Months After a Change of Control ($) | Normal Retirement ($) | | Jonathan Steinberg | | | | | | | Severance Arrangements | — | 6,798,380(1) | 855,600(2) | 8,850,200(3) | — | | Acceleration of Unvested Equity Awards | 20,165,072(4) | 12,105,233(5) | 706,356(6) | 20,165,072(7) | — | | Total | 20,165,072 | 18,903,613 | 1,561,956 | 29,015,272 | — | | Bryan Edmiston | | | | | | | Severance Arrangements | — | 1,491,810(1) | 226,485(2) | 2,081,895(3) | — | | Acceleration of Unvested Equity Awards | 1,026,522(8) | 1,206,669(5) | 151,899(6) | 2,398,148(7) | — | | Total | 1,026,522 | 2,698,479 | 378,384 | 4,480,043 | — | | Marci Frankenthaler | | | | | | | Severance Arrangements | — | 1,609,167(1) | 239,943(2) | 2,229,937(3) | — | | Acceleration of Unvested Equity Awards | 2,509,563(4) | 1,332,371(5) | 163,117(6) | 2,509,563(7) | — | | Total | 2,509,563 | 2,941,538 | 403,060 | 4,739,500 | — | | R. Jarrett Lilien | | | | | | | Severance Arrangements | — | 4,345,947(1) | 563,943(2) | 5,718,937(3) | — | | Acceleration of Unvested Equity Awards(9) | 11,373,285(4) | 6,451,148(5) | 392,505(6) | 11,373,285(7) | 1,727,639(10) | | Total | 11,373,285 | 10,797,095 | 956,448 | 17,092,222 | 1,727,639 | | Alexis Marinof(11) | | | | | | | Severance Arrangements | — | 1,699,778(1) | — | 2,326,721(3) | — | | Acceleration of Unvested Equity Awards | 1,212,498(8) | 1,465,496(5) | — | 2,762,834(7) | — | | Total | 1,212,498 | 3,165,274 | — | 5,089,555 | — |

  69. Potential Payments upon Termination or Change of Control

    (1) Represents an amount equal to the sum of: (i) Annual Base Salary; (ii) Termination Year Cash Incentive Compensation; (iii) Average Cash Incentive Compensation; and (iv) the value of COBRA benefits for 12 months. (2) Represents an amount equal to the sum of: (i) 25% of the Annual Base Salary; (ii) 12.5% of the average cash incentive compensation paid to the NEO in the preceding three fiscal years; and (iii) the value of COBRA benefits for three months. The amounts are only payable if we elect to enforce a three-month non-competition covenant as described under “Employment Agreements and Severance Plan.” (3) Represents an amount equal to the sum of: (i) 1.75 times the Annual Base Salary; (ii) the Average Cash Incentive Compensation; (iii) 1.75 times the Average Cash Incentive Compensation; and (iv) the value of COBRA benefits for 21 months. (4) Represents the dollar value of all unvested equity awards that will accelerate and vest upon a change of control that occurs during employment based on the closing price of our common stock of $10.50 on December 31, 2024, the last trading day of 2024. Amounts reflected exclude adjustments made to the target number of unvested PRSUs for the reinvestment of dividend equivalents since the grant date. (5) Represents the dollar value of equity awards that would have vested in the 12-month period following the date of termination based on the closing price of our common stock of $10.50 on December 31, 2024, the last trading day of 2024. In addition, if a change of control occurs within 12 months after the date of termination, on the effective date of the change of control, all unvested restricted stock will accelerate and vest and unvested PRSUs will vest in accordance with the terms of the applicable award agreement. The dollar value of all equity awards that would vest upon a change of control in the 12-month period following the date of termination based on the closing price of our common stock of $10.50 on December 31, 2024 is as follows: Mr. Steinberg: $10,885,263; Mr. Edmiston: $1,799,074,766; Ms. Frankenthaler: $1,829,660; Mr. Lilien: $6,492,157; and Mr. Marinof: $2,015,563. Amounts reflected exclude adjustments made to the target number of unvested PRSUs for the reinvestment of dividend equivalents since the grant date. (6) Represents 25% of the dollar value of unvested restricted stock that would have vested in the one-year period following the date of termination based on the closing price of our common stock of $10.50 on December 31, 2024, the last trading day of 2024. The amount is only payable if we elect to enforce a three-month non-competition covenant as described under “Employment Agreements and Severance Plan.” (7) Represents the dollar value of unvested equity awards that accelerate and vest in connection with an involuntary termination without cause or for good reason within 18 months after a change of control based on the closing price of our common stock of $10.50 on December 31, 2024, the last trading day of 2024. Amounts reflected exclude adjustments made to the target number of unvested PRSUs for the reinvestment of dividend equivalents since the grant date. (8) Represents the dollar value of unvested PRSUs (excluding adjustments that are made to the target for the reinvestment of dividend equivalents since the grant date) that will accelerate and vest in accordance with the terms of the applicable award agreement upon a change of control that occurs during employment based on the closing price of our common stock of $10.50 on December 31, 2024, the last trading day of 2024. (9) All of Mr. Lilien’s unvested shares of restricted stock granted prior to 2024 and all of his unvested PRSUs will remain outstanding and continue to vest upon his “normal retirement” (as defined in the agreements representing such awards). All of Mr. Lilien’s unvested shares of restricted stock granted on or after January 1, 2024 will fully accelerate and vest upon his “normal retirement.” None of the NEOs other than Mr. Lilien was eligible for normal retirement as of December 31, 2024. (10) Represents the dollar value of unvested equity awards that accelerate and vest in connection with normal retirement based on the closing price of our common stock of $10.50 on December 31, 2024, the last trading day of 2024. (11) Mr. Marinof is paid compensation in British pounds. The amount reflected is reported in U.S. dollars using the exchange rate of $1.2567 to £1 at December 31, 2024, the last trading day of 2024.