%20{%20:root%20{%20filter:%20none;%20}%20}%20@media%20(prefers-color-scheme:%20dark)%20{%20:root%20{%20filter:%20brightness(0)%20invert(1);%20}%20}%20%3c/style%3e%3c/svg%3e)
DEF 14A of Cohen & Steers, Inc.
Filed Mar 22, 2024 · FY20230001284812-24-000169
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The company’s amended and restated certificate of incorporation and amended and restated bylaws provide that the Board will consist of that number of directors as determined from time to time by resolution of the Board. The number of directors is currently fixed at nine. Acting upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board has nominated the nine individuals listed below for election as directors to hold office until the next annual meeting of shareholders and the election and qualification of their successors. All such nominees are currently directors of the company. The proxies solicited hereby, unless directed to the contrary therein, will be voted “FOR” the nine director nominees. All nominees have consented to being named in this proxy statement and to serve if elected. The Board has no reason to believe that any nominee will be unavailable or unable to serve as a director, but if for any reason any nominee is unavailable or unable to serve, the shares represented by all valid proxies will be voted by the person(s) acting under said proxy in accordance with the recommendation of the Board.
Nominee Information
Nominee Information When considering director nominees, the Board and the Nominating Committee consider each nominee’s experience, qualifications, attributes and skills. •With respect to Messrs. Cohen and Steers, the Board considered their knowledge and many years of experience with the company and their founding of the company in 1986. •With respect to Mr. Harvey, the Board considered his extensive investment experience and many years leading the company in senior positions, including as the chief executive officer and president. •With respect to Dr. Aggarwal, the Board considered her expertise relating to corporate governance, capital raising, global financial markets and securities market regulation. •With respect to Mr. Connor, the Board considered his experience in the investment banking industry where he advised companies across a wide range of industries as well as his current role as the chief financial officer of a publicly traded company. •With respect to Mr. Rhein, the Board considered his background in accounting matters, which includes specialization in the real estate sector, as well as his previous long-term membership on the board of directors of a publicly traded real estate investment trust. •With respect to Mr. Simon, the Board considered the broad perspective brought by his experience directing the research and analysis of companies across a wide range of industries. •With respect to Ms. Smith, the Board considered her extensive management experience at a financial services company and her expertise in human resources matters, broad administrative and organizational oversight and personnel management. •With respect to Dr. Villani, the Board considered his background in the investment management industry, including his experience as the chief executive officer of a large global investment management firm. Set forth below are the names of each director nominee, their ages and positions with the company, the years they became directors and their biographical information.
Nominee Information
| Name | Age | Position | | Martin Cohen | 75 | Chairman of the board of directors and director | | Robert H. Steers | 71 | Executive chairman and director | | Joseph M. Harvey | 60 | Chief executive officer, president and director | | Reena Aggarwal | 66 | Director | | Frank T. Connor | 64 | Director | | Peter L. Rhein | 82 | Director | | Richard P. Simon | 78 | Director | | Dasha Smith | 50 | Director | | Edmond D. Villani | 77 | Director |
Nominee Information
| | Martin Cohen, a director since August 2004, is the chairman of the Board. Mr. Cohen served with Mr. Steers as the company’s co-chief executive officer and co-chairman until 2014 and then served as executive chairman until his retirement from the company in February 2016. Prior to co-founding the firm in 1986 with Mr. Steers, Mr. Cohen was a senior vice president and portfolio manager at National Securities and Research Corporation from 1984 to 1986, where, in 1985, he and Mr. Steers organized and managed the nation’s first real estate securities mutual fund. From 1976 to 1981, Mr. Cohen was a vice president at Citibank, where, in 1980, he organized and managed the Citibank Real Estate Stock Fund. Mr. Cohen is a former member of the board of governors of the National Association of Real Estate Investment Trusts. Mr. Cohen has a BS degree from the City College of New York and an MBA degree from New York University. | | | Robert H. Steers, a director since August 2004, is the company’s executive chairman. Mr. Steers served with Mr. Cohen as the company’s co-chief executive officer and co-chairman until 2014 and then served as the company’s chief executive officer until 2022. Prior to co-founding the firm in 1986 with Mr. Cohen, Mr. Steers was a senior vice president and the chief investment officer of National Securities and Research Corporation from 1982 to 1986, where, in 1985, he and Mr. Cohen organized and managed the nation’s first real estate securities mutual fund. From 1977 to 1982, Mr. Steers was a vice president at Citibank, serving as an analyst and portfolio manager of Citibank’s Emerging Growth Stock Fund. Mr. Steers serves as chairman of the board of directors of Cohen & Steers Income Opportunities REIT, Inc. Mr. Steers is Chairman of the Executive Committee of the Steers Center for Global Real Estate and is a member of the Endowment Investment Committee of Georgetown University, as well as a member of the Advisory Committee of the Staff Retirement Plan of the International Monetary Fund. Mr. Steers previously served as a Vice President of Cohen & Steers Securities, LLC until 2022 and as director and chairman of each of the company’s U.S. registered open-end and closed-end funds until 2021. Mr. Steers has a BS degree from Georgetown University and an MBA degree from George Washington University. | | | Joseph M. Harvey, a director since August 2019, is the company’s chief executive officer and president. Joining the company in 1992 as a REIT analyst, Mr. Harvey subsequently served as a portfolio manager from 1998 to 2016 and chief investment officer from 2003 to 2019. He has served as the company’s president since 2003 and as the company’s chief executive officer since 2022. Mr. Harvey also served as the company’s acting chief executive officer from February 2021 until June 2021. Prior to that, Mr. Harvey was a vice president with Robert A. Stanger Co., where for five years he was an analyst specializing in real estate, oil and gas and related securities for the firm’s research and consulting activities. Mr. Harvey serves on the board of directors of Cohen & Steers Income Opportunities REIT, Inc. Mr. Harvey also serves as a vice president, director and chairman of each of the company’s U.S. registered open-end and closed-end funds. Mr. Harvey has a BSE degree from Princeton University. | | | Reena Aggarwal, a director since November 2016, is the Robert E. McDonough Professor of Finance and Director of the Psaros Center for Financial Markets and Policy at Georgetown’s McDonough School of Business. Until July 2020, Dr. Aggarwal was the Vice Provost for Faculty at Georgetown University and has held various positions, including Interim Dean and Deputy Dean of the McDonough School of Business. She has been on Georgetown’s faculty since 1986. Her focus is in the areas of corporate governance, ESG, capital raising, IPOs, institutional investors, private equity, valuation, global financial markets and securities market regulation. Dr. Aggarwal has received several research awards, including the 2015 BlackRock-National Association of Corporate Directors Global Challenge for Innovation in Corporate Governance Award. Dr. Aggarwal also serves on the boards of directors of Dimensional Fund Advisors’ U.S. mutual funds and exchange-traded funds (five investment companies), where she is a member of the respective audit committees and the nominating committees, and Nuveen Churchill BDC, where she is a member of the audit committee and the nominating committee. She is a former member of the boards of directors of NYLIM IndexIQ and Brightwood Capital Advisors, L.P. She received a Ph.D. in finance from the University of Maryland and a Master of Management Studies from BITS, India. |
Nominee Information
| | Frank T. Connor, a director since March 2014, is executive vice president and chief financial officer of Textron Inc. Prior to joining Textron in August 2009, Mr. Connor was a managing director and head of telecom investment banking at Goldman Sachs & Co. from 2003 to 2008. Prior to that, he served as chief operating officer of telecom, technology and media investment banking at Goldman Sachs from 1998 to 2003. Mr. Connor joined the corporate finance department at Goldman Sachs in 1986 and became a vice president in 1990 and a managing director in 1996. He currently serves as a director of FM Global, a Rhode Island-headquartered mutual insurance company. Mr. Connor has a BA degree in business from the University of Notre Dame and an MBA degree from the University of Chicago. | | | Peter L. Rhein, a director since August 2004, has been a co-managing member of BBC Properties, LLC, a real estate investment company, since 2001. Mr. Rhein was a general partner of Sarlot and Rhein, a real estate investment partnership, from 1967 until the partnership’s liquidation in 2022. From 1970 until 1984, he was employed in various capacities by Wells Fargo Realty Advisors and its affiliates. From 1976 until 1984, he was vice president, treasurer and chief financial officer of Wells Fargo Mortgage and Equity Trust, a real estate investment trust. Mr. Rhein is a former member of the board of directors of Healthpeak Properties, Inc. (formerly known as HCP, Inc.). Mr. Rhein has a BS degree in accounting from Claremont McKenna College and is a retired certified public accountant. | | | Richard P. Simon, a director since August 2004, retired from Goldman Sachs & Co. in 2004. From 1978 until his retirement, he was employed in various capacities by Goldman Sachs, most recently as a managing director. Between 1990 and 2002, Mr. Simon coordinated the Goldman Sachs global media, publishing, advertising, broadcasting and cable research and served as a managing director from 1996 until his retirement. Prior to retiring from Goldman Sachs, Mr. Simon mentored analysts and was deputy director of research. Mr. Simon has a BA degree in accounting from the University of Toledo and an MBA degree from New York University. | | | Dasha Smith, a director since November 2019, is the Executive Vice President, Chief Administrative Officer for the National Football League (NFL). In this role, Ms. Smith is a member of the NFL executive operating committee and leads people operations and strategy (HR), technology, data and analytics, diversity and inclusion, social responsibility and league office administration. Before joining the NFL in 2019, Ms. Smith was Executive Vice President, Global Chief Human Resources Officer for Sony Music Entertainment, a leading music, entertainment and technology company. Prior to joining Sony in 2018, she served as Managing Director and Global Chief Human Resources Officer at GCM Grosvenor, a global alternatives investment firm. Ms. Smith previously held senior leadership roles at Time Inc. and was in private practice as a corporate lawyer early in her career. She serves on the boards of directors of Pendulum, CAPTRUST and Beautycounter, each a privately held company, as well as several non-profit educational and arts organizations. She previously served on the board of directors of Northern Star Investment Corp. III, a special purpose acquisition company, from 2021 until 2023. Ms. Smith has a BA degree from Georgetown University and a JD degree from the University of Virginia. | | | Edmond D. Villani, a director since August 2004, served as vice chairman of Deutsche Asset Management, North America until December 31, 2005. Between 1997 and 2002, he was the chief executive officer of Scudder, Stevens & Clark, Inc. and its successor entities. Dr. Villani is the former chairman of the board of Georgetown University and a former trustee of the Colonial Williamsburg Foundation, where he served as chair of the investment committee. Dr. Villani has a BA degree in mathematics from Georgetown University and a Ph.D. degree in economics from the University of Pennsylvania. |
Nominee Information
The Board recommends a vote “FOR” each of the nine director nominees.
The Audit Committee
The Audit Committee The Audit Committee is currently comprised of Messrs. Connor (chair), Rhein and Simon, Dr. Aggarwal, Ms. Smith and Dr. Villani, each of whom is independent and satisfies the requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 10A-3 establishes listing standards related to audit committees, including with respect to: (i) the independence of audit committee members; (ii) the audit committee’s responsibility to select and oversee the independent registered public accounting firm; (iii) procedures for handling complaints regarding a company’s accounting practices; (iv) the audit committee’s authority to engage advisors; and (v) funding for the independent registered public accounting firm and any outside advisors engaged by the audit committee. The Board has determined that each of Messrs. Connor and Rhein, Dr. Aggarwal and Ms. Smith qualifies as an “audit committee financial expert” as defined by SEC rules and that each of Messrs. Connor, Rhein and Simon, Dr. Aggarwal, Dr. Villani and Ms. Smith has accounting and related financial management expertise in accordance with the NYSE listing standards. The Audit Committee’s primary purpose is to assist the Board with its oversight of: (i) the integrity of the company’s financial statements; (ii) the independent registered public accounting firm’s qualifications and independence; (iii) the company’s internal audit function; and (iv) the company’s compliance with applicable legal and regulatory requirements. The Audit Committee also prepares the audit committee report as required by SEC rules to be included in the company’s annual proxy statements. The Audit Committee regularly holds separate sessions with the company’s management, internal auditors and independent registered public accounting firm.
The Compensation Committee
The Compensation Committee The Compensation Committee is currently comprised of Ms. Smith (chair), Messrs. Connor, Rhein and Simon, Dr. Aggarwal and Dr. Villani, each of whom is independent under the NYSE listing standards and a “non-employee director” as defined in the applicable SEC rules. The Compensation Committee is responsible for overseeing the company’s compensation plans and programs and setting compensation for the company’s executive officers. The Compensation Committee has delegated authority (with certain limitations) to the chief executive officer to grant awards under the company’s Amended and Restated Stock Incentive Plan to employees who are not Section 16 officers. For additional information on the Compensation Committee’s responsibilities, see “Executive Compensation–Compensation Discussion and Analysis.”
The Nominating Committee
The Nominating Committee The Nominating Committee is currently comprised of Dr. Aggarwal (chair), Messrs. Connor, Rhein and Simon, Ms. Smith and Dr. Villani, each of whom is independent under the NYSE listing standards. The Nominating Committee is responsible for: (i) assisting the Board in identifying qualified director candidates; (ii) recommending to the Board the director nominees to be elected at annual meetings of shareholders; (iii) recommending to the Board nominees for each committee of the Board; (iv) overseeing executive succession planning and making related recommendations to the Board; (v) recommending to the Board corporate governance guidelines applicable to the company; and (vi) overseeing the Board’s annual evaluation.
Director Compensation
Director Compensation The Nominating Committee reviews and recommends to the Board the compensation of the company’s non-management directors. The Nominating Committee generally reviews director compensation every two years to help ensure that director compensation remains competitive. As part of its review, the Nominating Committee consults with McLagan Partners (“McLagan”) to determine the reasonableness and adequacy of the company’s non-management director compensation. Currently, the non-management directors receive an annual retainer of $210,000 ($100,000 of which is payable quarterly in cash and $110,000 of which is payable quarterly in restricted stock units). The restricted stock units are granted under the company’s Amended and Restated Stock Incentive Plan and are 100% vested on the grant date and delivered on the third anniversary of the grant date. Any fractional shares are paid in cash. Non-management directors are paid in cash when the company pays dividends on its common stock. In addition, the chairman of the Board receives an annual cash retainer of $180,000; the chair of the Audit Committee receives an annual cash retainer of $15,000; the chair of the Compensation Committee receives an annual cash retainer of $7,500; and the chair of the Nominating Committee receives an annual cash retainer of $5,000. Members of the Audit Committee (including the committee chair) receive an annual cash retainer of $15,000; members of the Compensation Committee (including the committee chair) receive an annual cash retainer of $7,500; and members of the Nominating Committee (including the committee chair) receive an annual cash retainer of $5,000. All retainers are payable quarterly in arrears. Our directors and officers have the opportunity to co-invest in certain funds or investment vehicles for which the company serves as advisor without being subject to management fees or carried interest. Non-management directors are reimbursed for reasonable travel and related expenses associated with attendance at in-person Board and committee meetings as well as reasonable expenses for continuing education programs related to their role as members of the Board. Non-management directors are not paid additional fees for attending, either in person or telephonically, individual meetings of the Board or its committees. Compensation for participation in such meetings is included in the annual retainers as described above. Other than Mr. Cohen, the company’s non-management directors do not receive any fees or compensation from the company other than compensation for serving as a director. Messrs. Steers and Harvey are currently executive officers of the company and do not receive additional compensation for serving as directors. Mr. Steers is not a named executive officer for fiscal 2023. The following table sets forth the compensation paid by the company to the non-management directors in fiscal 2023.
2023 Director Compensation
2023 Director Compensation
2023 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Martin Cohen | 280,123 | 109,877(2) | — | — | — | 16,776(3) | 406,776 | | Reena Aggarwal | 132,623 | 109,877(2) | — | — | — | — | 242,500 | | Frank Connor | 142,623 | 109,877(2) | — | — | — | — | 252,500 | | Peter Rhein | 127,623 | 109,877(2) | — | — | — | — | 237,500 | | Richard Simon | 127,623 | 109,877(2) | — | — | — | — | 237,500 | | Dasha Smith | 135,123 | 109,877(2) | — | — | — | — | 245,000 | | Edmond Villani | 127,623 | 109,877(2) | — | — | — | — | 237,500 |
2023 Director Compensation
____________________________ (1)The amounts in this column reflect the aggregate grant date fair value of restricted stock units awarded in fiscal 2023, as computed using the average of the high and low price of the company’s common stock on the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation–Stock Compensation (“ASC Topic 718”). (2)Includes 419 restricted stock units granted to each of Messrs. Cohen, Connor, Rhein and Simon, Dr. Aggarwal, Ms. Smith and Dr. Villani on January 3, 2023 having a grant date fair value of $27,499; 433 restricted stock units granted to each of Messrs. Cohen, Connor, Rhein and Simon, Dr. Aggarwal, Ms. Smith and Dr. Villani on April 3, 2023 having a grant date fair value of $27,446; 472 restricted stock units granted to each of Messrs. Cohen, Connor, Rhein and Simon, Dr. Aggarwal, Ms. Smith and Dr. Villani on July 3, 2023 having a grant date fair value of $27,477; and 442 restricted stock units granted to each of Messrs. Cohen, Connor, Rhein and Simon, Dr. Aggarwal, Ms. Smith and Dr. Villani on October 2, 2023 having a grant date fair value of $27,455. The restricted stock units were 100% vested on the grant date and the underlying common stock will be delivered on the third anniversary of the grant date. (3)Pursuant to the terms of Mr. Cohen’s employment agreement with the company, in connection with his retirement he and his spouse and dependents are entitled to continued coverage under the company’s medical plans in which he was participating at the time of his retirement for the remainder of his life, subject to payment by him of the same premiums he would have paid during such period of coverage if he were an active employee. The amount in this column represents the employer portion of continued coverage under the company’s medical and dental plans for fiscal 2023.
Our 2023 Highlights
Our 2023 Highlights 2023 was characterized by dynamic macro-economic market regime change, with higher inflation, continued high interest rates, slowing growth and greater volatility in the global economy. Despite significant market change, our board and executive committee – a group that collectively owned 47.3% of our outstanding shares as of December 31, 2023 – continued to focus on our core priorities to deliver investment excellence to our clients and long-term returns for our shareholders. Highlights of our results are summarized below. Strong investment performance. Notwithstanding financial market challenges, our 2023 investment performance remained strong relative to our benchmarks. As an industry leader in real assets and alternative income, we are committed to capitalizing on our position and delivering excess returns for our clients over the long term. •Our performance track record remains strong overall, relative to our benchmarks •As measured by December 31, 2023 assets under management, 96%, 97% and 99% of our portfolios were outperforming their benchmarks on a three-, five- and ten-year basis, respectively •94% percent of our U.S. open-end fund assets under management was rated 4- or 5-star Overall Morningstar RatingTM as of December 31, 2023(1) (1) © 2024 Morningstar, Inc. All Rights Reserved. The information contained herein: (i) is proprietary to Morningstar and/or its content providers; (ii) may not be copied or distributed; and (iii) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. See Appendix A for more information. Financial results. Our financial results declined when compared with 2022 primarily due to depreciation in market values of the portfolios we manage that resulted, in part, from elevated interest rates that continued through 2023, primarily impacting the market values of real estate and preferred securities portfolios. •Revenues were $489.6 million in 2023, a decrease of 13.6% relative to 2022 •Operating margin was 33.6% (36.2% as adjusted(1)) in 2023, a decline from 38.1% (43.0% as adjusted(1)) in 2022 •Net income attributable to common stockholders was $2.60 per diluted share ($2.84 as adjusted(1)) in 2023, compared with $3.47 ($3.70 as adjusted(1)) in 2022 (1) The term “as adjusted” is used to identify non-GAAP financial information. See pages 35-37 of the Form 10-K, “Reconciliations of U.S. GAAP to As Adjusted Financial Results,” for reconciliations to the most directly comparable U.S. GAAP financial measures. Key business objectives. We continued to achieve our business goals during 2023. We invested prudently to broaden and deepen our line-up of real estate strategies, such as private real estate with Cohen & Steers Real Estate Opportunities Fund, L.P. and Cohen & Steers Income Opportunities REIT, Inc., and seeded new strategies such as global preferred securities. We grew our corporate infrastructure, expanding our global presence with the opening of a new office in Singapore and continuing to invest in our next generation of talent. In addition, to further our company’s long-term success, we enhanced our environmental, social and governance framework supported by dedicated resources, ensuring effective integration into the company’s practices to increase long-term shareholder value and mitigate potential risks. We believe we are well-positioned by way of our corporate strategy and we look forward to helping clients navigate the next phases of macro-economic regime change. Our Compensation Committee’s fiscal 2023 executive pay decisions largely reflected our long-term shareholder-oriented mindset, balancing the need to retain our senior leaders with delivering attractive long-term returns to our shareholders. In particular, our named executive officers’ total compensation decreased in fiscal 2023 relative to their respective fiscal 2022 total compensation. This decrease reflects the Compensation Committee’s balanced assessment of the negative impact of financial market challenges on our financial performance, as well as our strong investment performance as measured against our benchmarks and the excellent progress made by our named executive officers on the company’s multi-year strategic business objectives and priorities.
Compensation Objectives and Philosophy
Compensation Objectives and Philosophy Our executive compensation program is designed to: •attract and retain a high-caliber leadership team; •link executive compensation to company, departmental and individual performance; •promote the long-term alignment of interests for the benefit of our clients, employees and shareholders; and •balance the needs and interests of multiple stakeholders, including clients, shareholders, employees and executives. Our compensation programs, practices and decisions reflect the following principles: •Compensation should be linked to performance. Executive compensation levels should reflect each executive’s contributions to and impact on helping the company achieve its short- and long-term investment, financial and strategic goals. Our executives’ total compensation opportunities emphasize performance-based variable compensation, which supports higher total compensation when objectives are exceeded and lower total compensation when objectives are not met. The company’s annual performance generally has a greater impact on our executives’ total compensation levels in comparison to our non-executive employees’ total compensation. •Compensation levels should be competitive. On an annual basis, the Compensation Committee reviews market data compiled by McLagan, its compensation consultant, to assess the competitiveness of our executive compensation program. This market data is used to benchmark our executive compensation levels against peers with whom we compete for leadership talent. Importantly, when making pay decisions the Compensation Committee balances the need to provide: (i) competitive levels of compensation that help attract, motivate and retain key investment and non-executive employees; and (ii) attractive long-term returns to our shareholders. •Compensation decisions focus on total compensation. When making individual compensation decisions, we take a holistic approach and focus on an executive’s total compensation, which includes base salary and annual incentive compensation that is delivered in the form of cash bonuses and equity awards. •Compensation decisions reflect our long-term approach to investment, business and human capital management. We believe executive compensation should support and enhance our human capital development efforts, our performance management process and our management succession initiatives. In addition, our long-term approach to pay decision-making aligns with our long-term approaches to investment and business decision-making, all of which we believe support long-term success for our clients and shareholders. •Equity awards constitute a significant percentage of total compensation. By awarding equity, we seek to provide our executives with long-term incentive award opportunities that reflect their individual contributions, reinforce our management succession initiatives and executive retention efforts, remain competitive with other asset management firms and align our executives’ interests with those of our shareholders.
Compensation Consultant
Compensation Consultant The Compensation Committee has sole discretion to retain (and terminate) compensation consultant(s) to help assess the compensation paid to the company’s executive officers. In 2023, the Compensation Committee retained McLagan, a leading compensation consulting and research firm, to advise it on matters relating to the compensation of our executive officers. Under SEC and NYSE rules, the Compensation Committee is required to perform an independence assessment prior to selecting any compensation consultant and must evaluate, at least annually, whether any work provided by such consultant raised any conflicts of interest. The Compensation Committee assessed McLagan’s independence at its meeting on February 22, 2024 and determined that McLagan is independent and that McLagan’s work did not raise any conflicts of interest. In assessing McLagan’s independence, the Compensation Committee considered the following factors: •any other services provided by McLagan to the company; •aggregate fees paid by the company to McLagan and fees as a percentage of McLagan’s total revenue; •McLagan’s policies and procedures designed to prevent conflicts of interest; •any business or personal relationship between the consultant and any member of the Compensation Committee or any business or personal relationship between McLagan or the consultant and any executive officer of the company; and •whether the consultant holds any shares of the company’s stock.
Peer Data
Peer Data We compete on an ongoing basis with other asset management companies for executive talent, and we must attract and retain talent with industry-specific skills and experience. Therefore, on an annual basis, the Compensation Committee reviews executive compensation market data compiled by McLagan from public and private asset management companies. The Compensation Committee believes that this market data is a useful and appropriate reference point in defining competitive compensation levels for our executive officers. The approach taken to determine the peer groups for fiscal 2023 remained consistent with the approach taken in fiscal 2022, with the Compensation Committee considering market data from two peer groups: •a survey peer group consisting of public and private asset management firms of generally comparable size and complexity; and •a group of mid-sized, publicly traded asset management firms. With respect to the survey peer group, the Compensation Committee focused on asset management companies with between $50 billion and $400 billion of assets under management. The 2023 survey peer group included the following firms:
Peer Data
* Company added to peer group for fiscal 2023 relative to fiscal 2022. With respect to the second peer group, the Compensation Committee assessed data from seven mid-sized publicly traded asset management firms, including:
Annual Performance Incentives
Annual Performance Incentives The company awards annual performance incentives to its executive officers under the company’s Amended and Restated Stock Incentive Plan. Annual performance incentives are delivered in the form of cash bonuses and equity awards. Annual performance incentives are determined based on individual, departmental and company performance and help link executives’ total compensation to long-term increases in shareholder value. Consistent with the company’s pay-for-performance philosophy, annual performance incentives represent the largest component of our executive officers’ total compensation. At the beginning of each fiscal year, the Compensation Committee, with input from senior management, discusses the company’s performance objectives and each executive officer’s individual performance objectives. In general, the company’s performance objectives fall into three categories: •financial objectives, including, but not limited to, revenue, operating income, net income and operating margin, focusing on as-adjusted results, with these results assessed on a relative and absolute basis and against industry peers, and additional objectives such as organic growth and assets under management; •investment objectives, focusing mainly on our investment performance relative to our benchmarks measured over one- and multi-year time periods; and •strategic objectives, including, but not limited to, new product development, client retention and expansion, human capital development and management succession. Each executive officer’s individual performance objectives align with the company’s financial, investment and strategic objectives. At the end of each fiscal year, the Compensation Committee determines each executive officer’s annual performance incentive amount. In making these determinations, the Compensation Committee generally does not rely on predetermined formulas, weighted factors, specific benchmark percentiles or other specific and potentially limiting criteria. Rather, the Compensation Committee considers: •the company’s overall performance compared to the objectives reviewed at the beginning of the fiscal year and any new objectives that emerged during the year; •the company’s performance relative to prior years; •the company’s performance relative to its peers; •each executive officer’s individual performance compared to the objectives reviewed at the beginning of the fiscal year and any new objectives that emerged during the year; •peer compensation data provided by McLagan; •historical compensation levels for each executive officer; and •other factors that the Compensation Committee deems relevant. In addition, the Compensation Committee considers input from our chief executive officer in determining annual performance incentives for executive officers other than himself, and the Compensation Committee engages in a separate review and analysis of our chief executive officer’s performance. Annual performance incentives are generally delivered in January of the year following the fiscal year in which they are earned and are generally comprised of a cash bonus component and an equity deferral and/or grant. The Compensation Committee retains the discretion to adjust the cash and equity components of annual performance incentives from year to year as it deems appropriate. The equity component of our executive officers’ annual performance incentives is comprised of restricted stock units as follows: •Mandatorily deferred restricted stock units. All executive officers are subject to a mandatory deferral program pursuant to which a portion of annual compensation is awarded in the form of deferred restricted stock units. This program is designed to help augment executive retention and promote executive stock ownership. Under this program, which is subject to the discretion of the Compensation Committee, the company automatically allocates a portion of executive officers’ performance incentives in the form of unvested restricted stock units based upon total compensation or total annual performance incentive levels, as applicable, and based on compensation deferral thresholds that are generally higher than those of other employees of the company who are not executives. Subject to continued employment, restricted stock units granted under this program vest ratably over four years, and any dividends paid by the company on its common stock are reflected in additional restricted stock units on such deferred amounts. All accrued dividend equivalent restricted stock units vest in a single installment on the last vesting date of the original grant. •Restricted stock unit grants. For years prior to 2021, executive officers were awarded additional restricted stock units under the company’s Amended and Restated Stock Incentive Plan, as determined by the Compensation Committee. Subject to continued employment, these restricted stock units generally vest ratably over four years, and any dividends paid by the company on its common stock are reflected in additional restricted stock units on such granted amounts. All accrued dividend equivalent restricted stock units vest in a single installment on the last vesting date of the original grant.
Chief Executive Officer and President
Chief Executive Officer and President Joseph Harvey For fiscal 2023, the Compensation Committee kept Mr. Harvey’s base salary at $600,000. The Compensation Committee believes that Mr. Harvey’s base salary is reasonable and competitive in light of his responsibilities, performance and experience. On December 14, 2023, the Compensation Committee met and determined the 2023 annual performance incentives for Mr. Harvey. As part of this process, the Compensation Committee considered the company-wide factors described above and Mr. Harvey’s multi-year pay history in the context of the company’s long-term performance. Mr. Harvey’s key accomplishments included, but were not limited to, the following: •executing a smooth transition to the role of the company’s chief executive officer and carrying out his first full fiscal year in such role as the first non-founder to serve in the position; •continued focus on developing and implementing the company’s management succession initiatives with an emphasis on executive leadership, guiding executive management to develop leadership opportunities within the company; •executing on initiatives to deliver strong departmental investment performance, further strengthen the company’s investment processes and develop the next generation of investment talent; •continuing to develop the company’s private real estate business, including by executing on plans for Cohen & Steers Income Opportunities REIT, Inc. and Cohen & Steers Real Estate Opportunities Fund, L.P.; •building out products and strategies and expanding internal capabilities to capitalize on opportunities; and •executing on global distribution plans and private real estate initiatives. Based on the company-wide factors, individual contributions and accomplishments described above and competitive pay trends, the Compensation Committee reduced Mr. Harvey’s total compensation for fiscal 2023 by 23.1% relative to his fiscal 2022 total compensation. Of Mr. Harvey’s 2023 total compensation, 88.0% was in the form of annual performance incentives and 70.4% was in the form of deferred restricted stock units. The following table summarizes total compensation reviewed and approved by the Compensation Committee attributable to Mr. Harvey’s 2023 performance, which differs from his total 2023 compensation set forth in the Summary Compensation Table. Although SEC regulations related to the Summary Compensation Table require that annual compensation include the grant date fair value of restricted stock units in the year actually granted, the following table instead includes in the calculation of Mr. Harvey’s total 2023 compensation the restricted stock units awarded to him in January 2024, in consideration of 2023 performance. Total compensation attributable to Mr. Harvey’s performance in 2022 and 2021, respectively, is included below for comparative purposes.
Chief Executive Officer and President
| | | | Annual Performance Incentives | | | | | Name | Performance Year | Annual Base Salary ($) | Cash Bonus ($) | Mandatory RSU Deferral ($) | RSU Grants ($) | Total Compensation ($) | | Joseph Harvey | 2023 | 600,000 | 880,000 | 3,520,000 | — | 5,000,000 | | | 2022 | 600,000 | 1,180,000 | 4,720,000 | — | 6,500,000 | | | 2021 | 600,000 | 1,180,000 | 4,720,000 | — | 6,500,000 |
Other Named Executive Officers
Other Named Executive Officers For fiscal 2023, the Compensation Committee decided not to adjust Messrs. Stadler’s, Cheigh’s, Charles’ and Derechin’s base salaries. On December 14, 2023, the Compensation Committee met and determined the 2023 annual performance incentives for Messrs. Stadler, Cheigh, Charles and Derechin. In determining their annual performance incentives, the Compensation Committee considered the following: •the company-wide factors described above; •each named executive officer’s individual and departmental performance; •each named executive officer’s multi-year pay history in the context of the company’s long-term performance; and •Mr. Harvey’s input and assessments relative to individual and functional area contributions to the company’s overall results for the year. Described below are the individual contributions that the Compensation Committee considered for Messrs. Stadler, Cheigh, Charles and Derechin, respectively. Matthew Stadler. As executive vice president and chief financial officer, Mr. Stadler provides critical leadership in all areas of financial management of the company. In 2023, he continued to: •maintain and augment the company’s financial strength; •optimize operating earnings, and manage and contribute to the company’s financial decision-making and expense control efforts; •oversee and enhance the efficiency and effectiveness of the company’s financial reporting processes and controls globally, while continuing to mitigate risk; •make progress on departmental succession plans and develop the next generation of talent; and •deliver timely, accurate and meaningful internal and external reporting while strengthening the company’s investor relations efforts and relationships with institutional shareholders and sell-side analysts. In recognition of Mr. Stadler’s significant contributions to the company over the course of his nearly 19-year tenure, the Compensation Committee determined that it was appropriate to enter into a letter agreement with Mr. Stadler on December 14, 2023 in connection with his provision of notice of his intention to retire from his positions as executive vice president and chief financial officer of the company in 2024 upon the appointment of his successor. The letter agreement provides that, among other things, upon the effective date of Mr. Stadler’s retirement as executive vice president and chief financial officer and subject to the terms and conditions of the letter agreement, all then-unvested restricted stock units held by Mr. Stadler will immediately vest in full and, subject to Mr. Stadler’s ongoing compliance with the terms and conditions set forth in the letter agreement, the shares underlying such restricted stock units will be delivered upon the scheduled delivery dates under the restricted stock unit award agreements relating to such awards. See “Letter Agreement with Matthew S. Stadler,” below. Jon Cheigh. As executive vice president and chief investment officer, Mr. Cheigh leads the company’s investment department and serves as senior portfolio manager for all global real estate strategies. In 2023, he continued to: •demonstrate leadership and deliver strong investment performance relative to our benchmarks; •develop and execute succession plans and hiring plans for investment professionals necessary to support the company’s strategic goals, and transition responsibility for overseeing the global real estate team; •strengthen the company’s investment processes and culture; •further advance our listed and private real estate investment strategies and processes; and •improve performance in select strategies. Daniel Charles. As executive vice president and head of global distribution, Mr. Charles oversees the company’s distribution efforts. In 2023, he continued to: •demonstrate strong leadership, guiding the global distribution team and expanding the company’s product and strategy offerings and its distribution channels; •execute on plans for the U.S. institutional channel; •advance progress in wealth management; •build on the company’s progress in the wealth channel and expand on its global distribution activities; •partner with key departments to advance private real estate initiatives; •elevate and enhance the company’s brand awareness; and •expand upon inter-departmental collaboration with product teams and continue to partner with key departments throughout the company. Adam Derechin. As executive vice president and chief operating officer, Mr. Derechin is responsible for the company’s investment administration and information technology departments. In 2023, he continued to: •contribute to the company’s expense reduction efforts; •help reduce and mitigate the company’s operational risk and cyber risk; •build and enhance information systems and processes, including overseeing the implementation of a new trade order management system; •develop succession plans and hiring plans necessary to support the company’s strategic goals; •execute on key initiatives, including optimizing office space domestically and abroad; and •support product and distribution initiatives and strategic objectives through increased automation. Based on the company-wide factors and individual contributions and accomplishments described above and competitive pay trends, the Compensation Committee decided to decrease fiscal 2023 total compensation for Messrs. Stadler, Cheigh, Charles and Derechin by 23.8%, 12.9%, 17.4% and 21.5%, respectively, relative to such individual’s fiscal 2022 total compensation. Of Messrs. Stadler’s, Cheigh’s, Charles’ and Derechin’s 2023 total compensation, 81.3%, 93.1%, 84.0% and 75.8%, respectively, was in the form of annual performance incentives of which 40.0% was in the form of deferred restricted stock units for each of Messrs. Stadler, Cheigh, Charles and Derechin. The following table summarizes total compensation reviewed and approved by the Compensation Committee attributable to Messrs. Stadler’s, Cheigh’s, Charles’ and Derechin’s 2023 performance, which differs from their respective total 2023 compensation set forth in the Summary Compensation Table as follows: (i) in the case of Messrs. Stadler, Cheigh, Charles and Derechin, although SEC regulations require that annual compensation include the grant date fair value of restricted stock units in the year actually granted, the following table instead includes in the calculation of Messrs. Stadler’s, Cheigh’s, Charles’ and Derechin’s total 2023 compensation the restricted stock units awarded to them in January 2024, in consideration of 2023 performance; and (ii) in the case of Mr. Stadler, SEC regulations require that the aggregate incremental fair value (calculated in accordance with ASC Topic 718) of certain of Mr. Stadler’s previously-granted and subsequently modified outstanding restricted stock units be reported as additional 2023 compensation. Such restricted stock units were modified pursuant to the letter agreement entered into with the company on December 14, 2023. All modified awards had been previously granted to Mr. Stadler for performance in prior years and Mr. Stadler did not receive any new awards in connection with the modification. Accordingly, the following table excludes the aggregate incremental fair value associated with the modified awards. Total compensation attributable to Messrs. Stadler’s, Cheigh’s, Charles’ and Derechin’s performance in 2022 and 2021, respectively, is included below for comparative purposes.
Other Named Executive Officers
| | | | Annual Performance Incentives | | | | | Name | Performance Year | Annual Base Salary ($) | Cash Bonus ($) | Mandatory RSU Deferral ($) | RSU Grants ($) | Total Compensation ($) | | Matthew Stadler | 2023 | 375,000 | 825,000 | 800,000 | — | 2,000,000 | | | 2022 | 375,000 | 1,200,000 | 1,050,000 | — | 2,625,000 | | | 2021 | 375,000 | 1,425,000 | 1,200,000 | — | 3,000,000 | | Jon Cheigh | 2023 | 375,000 | 2,865,000 | 2,160,000 | — | 5,400,000 | | | 2022 | 375,000 | 3,345,000 | 2,480,000 | — | 6,200,000 | | | 2021 | 375,000 | 3,345,000 | 2,480,000 | — | 6,200,000 | | Daniel Charles | 2023 | 375,000 | 1,035,000 | 940,000 | — | 2,350,000 | | | 2022 | 375,000 | 1,331,400 | 1,137,600 | — | 2,844,000 | | | 2021 | 375,000 | 1,575,000 | 1,300,000 | — | 3,250,000 | | Adam Derechin | 2023 | 375,000 | 555,000 | 620,000 | — | 1,550,000 | | | 2022 | 375,000 | 809,400 | 789,600 | — | 1,974,000 | | | 2021 | 375,000 | 978,420 | 902,280 | — | 2,255,700 |
Pension Benefits
Pension Benefits Other than our broad-based 401(k) plan, we do not sponsor any pension plans.
Termination and Change in Control Arrangements
Termination and Change in Control Arrangements Under the terms of the restricted stock unit award agreements between the company and each named executive officer, upon a change in control (as defined below), all unvested restricted stock units held by a named executive officer will immediately vest in full if such executive’s employment is terminated by the company without cause (as defined below) or by the executive for good reason (as defined below) within the two-year period following a change in control. This “double trigger” provision is designed to ensure that our named executive officers are able to make objective business decisions that are in the best interests of our shareholders in connection with a potential change in control. For additional information on the accelerated vesting of restricted stock units upon a change in control of the company, see “Accelerated vesting of restricted stock units” below. An estimate of the compensation that would have been payable to our named executive officers upon a change in control or termination of employment, as if such termination event occurred on December 29, 2023, is described below under “Potential Payments upon Termination or Change in Control.” In addition, as discussed above, on December 14, 2023, the company entered into a letter agreement modifying the terms of Mr. Stadler’s unvested restricted stock units in connection with his provision of notice of his intention to retire from the positions of executive vice president and chief financial officer. The terms of the letter agreement are described under “Letter Agreement with Matthew S. Stadler,” below.
Summary Compensation Table
Summary Compensation Table The following table sets forth information about the total compensation paid to the company’s named executive officers in 2023, 2022 and 2021.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Value of Annual Stock Awards ($) | Incremental Fair Value of Modified Stock Awards ($) | Stock Awards(7) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(8) ($) | Total ($) | | Joseph Harvey, CEO and President | 2023 | 600,000 | 880,000 | — | — | 4,719,944 | — | — | — | 337,094(2) | 6,537,038 | | | 2022 | 600,000 | 1,180,000 | — | — | 4,719,956 | — | — | — | 292,795(3) | 6,792,751 | | | 2021 | 600,000 | 1,180,000 | — | — | 3,187,480 | — | — | — | 381,656(4) | 5,349,135 | | Matthew Stadler, CFO | 2023 | 375,000 | 825,000 | 1,049,941(5)(6) | 1,550,579(6) | 2,600,520(6) | — | — | — | 95,292(2) | 3,895,812(6) | | | 2022 | 375,000 | 1,200,000 | — | — | 1,199,979 | — | — | — | 93,720(3) | 2,868,699 | | | 2021 | 375,000 | 1,425,000 | — | — | 938,141 | — | — | — | 133,852(4) | 2,871,993 | | Jon Cheigh, CIO | 2023 | 375,000 | 2,865,000 | — | — | 2,479,943 | — | — | — | 189,186(2) | 5,909,129 | | | 2022 | 375,000 | 3,345,000 | — | — | 2,479,918 | — | — | — | 170,113(3) | 6,370,031 | | | 2021 | 375,000 | 3,345,000 | — | — | 1,987,059 | — | — | — | 224,198(4) | 5,931,257 | | Daniel Charles, Head of Global Distribution | 2023 | 375,000 | 1,035,000 | — | — | 1,137,569 | — | — | — | 145,604(9) | 2,693,216 | | | 2022 | 375,000 | 1,331,400 | — | — | 1,299,991 | — | — | — | 117,242(10) | 3,123,633 | | | 2021 | 375,000 | 1,575,000 | — | — | 957,804 | — | — | — | 64,855(11) | 2,972,659 | | Adam Derechin, COO | 2023 | 375,000 | 555,000 | — | — | 789,598 | — | — | — | 76,644(2) | 1,796,242 | | | 2022 | 375,000 | 809,400 | — | — | 902,253 | — | — | — | 77,081(3) | 2,163,734 | | | 2021 | 375,000 | 978,420 | — | — | 761,511 | — | — | — | 112,322(4) | 2,227,252 |
Summary Compensation Table
______________________________ (1)The amounts in this column reflect the cash portion of the annual performance incentives earned by each named executive officer for the listed fiscal years. (2)Includes a matching contribution in the company’s 401(k) plan of $15,000 for each of Messrs. Harvey, Stadler, Cheigh and Derechin. Also includes $322,094, $80,292, $174,186 and $61,644 in dividend equivalent restricted stock units accrued in 2023 on unvested restricted stock units held by Messrs. Harvey, Stadler, Cheigh and Derechin, respectively. (3)Includes a matching contribution in the company’s 401(k) plan of $13,500 for each of Messrs. Harvey, Stadler, Cheigh and Derechin. Also includes $284,692, $80,220, $156,613 and $63,581 in dividend equivalent restricted stock units accrued in 2022 on unvested restricted stock units held by Messrs. Harvey, Stadler, Cheigh and Derechin, respectively. (4)Includes a matching contribution in the company’s 401(k) plan of $13,000 for each of Messrs. Harvey, Stadler and Derechin; and $9,750 for Mr. Cheigh. Also includes $368,656, $120,852, $214,448 and $99,322 in dividend equivalent restricted stock units accrued in 2021 on unvested restricted stock units held by Messrs. Harvey, Stadler, Cheigh and Derechin, respectively. (5)The amount reported in this column reflects the aggregate grant date fair value of restricted stock units awarded to Mr. Stadler in fiscal 2023 and earned for performance year 2022. (6)In connection with Mr. Stadler’s notice of his intention to retire from the positions of executive vice president and chief financial officer, on December 14, 2023 the company agreed to modify a portion of his then-outstanding restricted stock units to provide that, upon his resignation from such positions, such awards will immediately vest subject to Mr. Stadler’s ongoing compliance with certain terms and conditions, and the shares underlying such restricted stock units will be delivered on their scheduled delivery dates. All modified awards had been previously granted to Mr. Stadler for performance in prior years and Mr. Stadler did not receive any new awards in connection with the modification. The company is required to disclose the incremental fair value of the modified awards, calculated as stipulated by SEC guidance in accordance with ASC Topic 718, and report such amount as additional 2023 compensation. Such incremental fair value is equal to the company’s common stock price on the modification date. Using the average of the high and low price of the company’s common stock on December 14, 2023, the aggregate incremental fair value of Mr. Stadler’s modified awards is $1,550,579. Excluding the aggregate incremental fair value of the modified awards, Mr. Stadler’s total 2023 compensation would have been $2,345,233. The following table summarizes Mr. Stadler’s total compensation for fiscal year 2023 both with and without the impact of the award modification.
Summary Compensation Table
| Compensation Element | Amount | | Salary | $375,000 | | Bonus | 825,000 | | Grant Date Fair Value of RSUs Awarded in January 2023 for Performance Year 2022 | 1,049,941 | | All Other Compensation | 95,292 | | Total Excluding RSU Modification | $2,345,233 | | Incremental Fair Value of RSUs Modified in December 2023 | 1,550,579 | | Total Including RSU Modification | $3,895,812 |
Summary Compensation Table
(7)The amounts reported in this column reflect the aggregate grant date fair value of restricted stock units awarded in fiscal 2023, 2022 and 2021 and earned for performance years 2022, 2021 and 2020, respectively, as computed in accordance with ASC Topic 718. The grant date fair value was determined using the average of the high and low price of the company’s common stock on the grant date. The amount reported for this item for Mr. Stadler with respect to fiscal 2023 also includes the aggregate incremental fair value of Mr. Stadler’s modified awards as described in footnote (6) above. (8)The named executive officers did not receive perquisites or other personal benefits that were not otherwise offered to all company employees other than Mr. Charles, solely to the extent noted in footnotes (9) - (11). (9)Includes a matching contribution in the company’s 401(k) plan of $15,000; $80,604 in dividend equivalent restricted stock units accrued in 2023 on unvested restricted stock units; and $50,000 attributable to a travel allowance for fiscal year ended December 31, 2023 for Mr. Charles. (10)Includes a matching contribution in the company’s 401(k) plan of $13,500; $61,883 in dividend equivalent restricted stock units accrued in 2022 on unvested restricted stock units; and $41,859 attributable to a travel allowance for fiscal year ended December 31, 2022 for Mr. Charles. (11)Includes a matching contribution in the company’s 401(k) plan of $13,000; $51,855 in dividend equivalent restricted stock units accrued in 2021 on unvested restricted stock units; and $9,375 attributable to a travel allowance for fiscal year ended December 31, 2021 for Mr. Charles.
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The following table sets forth the actual number of unvested restricted stock units granted in 2023 for performance year 2022 to the company’s named executive officers and the grant date fair value of these awards.
2023 Grants of Plan-Based Awards
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Award Type | Grant Date | Action Date(1) | Thresh- old ($) | Target ($) | Maxi- mum ($) | Thresh- old (#) | Target (#) | Maxi- mum (#) | | | | | | Joseph Harvey | RSUs | 1/31/23 | 12/15/22 | — | — | — | — | — | — | 65,013(2) | — | — | 4,719,944 | | Matthew Stadler | RSUs | 1/31/23 | 12/15/22 | — | — | — | — | — | — | 14,462(3) | — | — | 1,049,941 | | | Aggregate Modified RSUs | 12/14/23 | 12/14/23 | — | — | — | — | — | — | 21,638(4) | — | — | 1,550,579 | | Jon Cheigh | RSUs | 1/31/23 | 12/15/22 | — | — | — | — | — | — | 34,159(5) | — | — | 2,479,943 | | Daniel Charles | RSUs | 1/31/23 | 12/15/22 | — | — | — | — | — | — | 15,669(6) | — | — | 1,137,569 | | Adam Derechin | RSUs | 1/31/23 | 12/15/22 | — | — | — | — | — | — | 10,876(7) | — | — | 789,598 |
2023 Grants of Plan-Based Awards
______________________________________ (1)Restricted stock unit awards, including restricted stock units awarded under the company’s mandatory deferral program, are generally granted in the year following the performance year in which they were earned. Accordingly, the restricted stock units earned for the 2023 performance year were actually granted in January 2024 and, therefore, are not included in this table. Delivery of the shares of common stock underlying these restricted stock units is contingent on continued employment. The Compensation Committee approved equity awards for the 2022 performance year at its meeting on December 15, 2022, with the awards being granted on January 31, 2023. The average of the high and low price of the company’s common stock on January 31, 2023 was used to determine the number of restricted stock units granted. (2)Includes 65,013 restricted stock units from the mandatory deferral of a portion of the executive’s 2022 annual performance incentives that vest ratably on the last business day of January 2024, 2025, 2026 and 2027. Any dividends paid by the company on its common stock are accrued in additional restricted stock units, which vest on the last business day of January 2027. (3)Includes 14,462 restricted stock units from the mandatory deferral of a portion of the executive’s 2022 annual performance incentives that vest ratably on the last business day of January 2024, 2025, 2026 and 2027. Any dividends paid by the company on its common stock are accrued in additional restricted stock units, which vest on the last business day of January 2027. (4)Reflects 10,847, 7,271 and 3,520 outstanding restricted stock units awarded in fiscal 2023, 2022 and 2021, respectively, and earned for performance years 2022, 2021 and 2020 that were modified pursuant to the terms of the letter agreement Mr. Stadler entered into with the company on December 14, 2023. (5)Includes 34,159 restricted stock units from the mandatory deferral of a portion of the executive’s 2022 annual performance incentives that vest ratably on the last business day of January 2024, 2025, 2026 and 2027. Any dividends paid by the company on its common stock are accrued in additional restricted stock units, which vest on the last business day of January 2027. (6)Includes 15,669 restricted stock units from the mandatory deferral of a portion of the executive’s 2022 annual performance incentives that vest ratably on the last business day of January 2024, 2025, 2026 and 2027. Any dividends paid by the company on its common stock are accrued in additional restricted stock units, which vest on the last business day of January 2027. (7)Includes 10,876 restricted stock units from the mandatory deferral of a portion of the executive’s 2022 annual performance incentives that vest ratably on the last business day of January 2024, 2025, 2026 and 2027. Any dividends paid by the company on its common stock are accrued in additional restricted stock units, which vest on the last business day of January 2027.
2023 Outstanding Equity Awards at Fiscal Year-End
2023 Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information about unvested restricted stock units held by the company’s named executive officers as of December 31, 2023.
2023 Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Joseph Harvey | — | — | — | — | — | 154,761(2) | 11,720,051 | — | — | | Matthew Stadler | — | — | — | — | — | 39,192(3) | 2,968,010 | — | — | | Jon Cheigh | — | — | — | — | — | 83,962(4) | 6,358,442 | — | — | | Daniel Charles | — | — | — | — | — | 38,609(5) | 2,923,880 | — | — | | Adam Derechin | — | — | — | — | — | 30,210(6) | 2,287,803 | — | — |
2023 Outstanding Equity Awards at Fiscal Year-End
______________________________ (1)Based on the closing price of $75.73 of the company’s common stock on December 29, 2023. (2)Includes 9,760 restricted stock units granted on January 31, 2020 that vested on the last business day of January 2024; 23,912 restricted stock units granted on January 29, 2021 that vest ratably on the last business day of each of January 2024 and 2025; 42,900 restricted stock units granted on January 31, 2022 that vest ratably on the last business day of each of January 2024, 2025 and 2026; and 65,013 restricted stock units granted on January 31, 2023 that vest ratably on the last business day of each of January 2024, 2025, 2026 and 2027. Also includes 13,176 unvested dividend equivalent restricted stock units. (3)Includes 3,151 restricted stock units granted on January 31, 2020 that vested on the last business day of January 2024; 7,038 restricted stock units granted on January 29, 2021 that vest ratably on the last business day of each of January 2024 and 2025; 10,907 restricted stock units granted on January 31, 2022 that vest ratably on the last business day of each of January 2024, 2025 and 2026; and 14,462 restricted stock units granted on January 31, 2023 that vest ratably on the last business day of each of January 2024, 2025, 2026 and 2027. In connection with the letter agreement the company entered into with Mr. Stadler on December 14, 2023, upon Mr. Stadler’s retirement as chief financial officer and subject to the terms and conditions of the letter agreement, all then-unvested restricted stock units held by Mr. Stadler will not be forfeited and will instead immediately vest in full subject to Mr. Stadler’s ongoing compliance with certain terms and conditions, and the shares underlying such restricted stock units will be delivered on the scheduled delivery dates. Also includes 3,634 unvested dividend equivalent restricted stock units. (4)Includes 5,094 restricted stock units granted on January 31, 2020 that vested on the last business day of January 2024; 14,907 restricted stock units granted on January 29, 2021 that vest ratably on the last business day of each of January 2024 and 2025; 22,540 restricted stock units granted on January 31, 2022 that vest ratably on the last business day of each of January 2024, 2025 and 2026; and 34,159 restricted stock units granted on January 31, 2023 that vest ratably on the last business day of each of January 2024, 2025, 2026 and 2027. Also includes 7,262 unvested dividend equivalent restricted stock units. (5)Includes 960 restricted stock units granted on January 31, 2020 that vest ratably on the last business day of January 2024; 7,185 restricted stock units granted on January 29, 2021 that vest ratably on the last business day of each of January 2024 and 2025; 11,816 restricted stock units granted on January 31, 2022 that vest ratably on the last business day of each of January 2024, 2025 and 2026; and 15,669 restricted stock units granted on January 31, 2023 that vest ratably on the last business day of each of January 2024, 2025, 2026 and 2027. Also includes 2,979 unvested dividend equivalent restricted stock units. (6)Includes 2,558 restricted stock units granted on January 31, 2020 that vested on the last business day of January 2024; 5,713 restricted stock units granted on January 29, 2021 that vest ratably on the last business day of each of January 2024 and 2025; 8,201 restricted stock units granted on January 31, 2022 that vest ratably on the last business day of each of January 2024, 2025 and 2026; and 10,876 restricted stock units granted on January 31, 2023 that vest ratably on the last business day of each of January 2024, 2025, 2026 and 2027. Also includes 2,862 unvested dividend equivalent restricted stock units.
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The following table sets forth certain information about restricted stock units held by the company’s named executive officers that vested in 2023.
2023 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 ($) | | Joseph Harvey | — | — | 57,616(1) | 4,133,371 | | Matthew Stadler | — | — | 18,428(2) | 1,322,025 | | Jon Cheigh | — | — | 33,250(3) | 2,385,355 | | Daniel Charles | — | — | 8,490(4) | 609,073 | | Adam Derechin | — | — | 15,041(5) | 1,079,042 |
2023 Option Exercises and Stock Vested
______________________________ (1)Includes the vesting of 50,852 restricted stock units on January 31, 2023 that were originally granted on the last business day of each of January 2019, 2020, 2021 and 2022 with a value realized on vesting of $3,648,122; and 6,764 dividend equivalent restricted stock units on January 31, 2023 that accrued on restricted stock units granted on the last business day of January 2019 with a value realized on vesting of $485,249. (2)Includes the vesting of 15,893 restricted stock units on January 31, 2023 that were originally granted on the last business day of each of January 2019, 2020, 2021 and 2022 with a value realized on vesting of $1,140,164; and 2,535 dividend equivalent restricted stock units on January 31, 2023 that accrued on restricted stock units granted on the last business day of January 2019 with a value realized on vesting of $181,861. (3)Includes the vesting of 29,124 restricted stock units on January 31, 2023 that were originally granted on the last business day of each of January 2019, 2020, 2021 and 2022 with a value realized on vesting of $2,089,356; and 4,126 dividend equivalent restricted stock units on January 31, 2023 that accrued on restricted stock units granted on the last business day of January 2019 with a value realized on vesting of $295,999. (4)Includes the vesting of 8,490 restricted stock units on January 31, 2023 that were originally granted on the last business day of January 2021 and 2022 with a value realized on vesting of $609,073. (5)Includes the vesting of 12,893 restricted stock units on January 31, 2023 that were originally granted on the last business day of each of January 2019, 2020, 2021 and 2022 with a value realized on vesting of $924,944; and 2,148 dividend equivalent restricted stock units on January 31, 2023 that accrued on restricted stock units granted on the last business day of January 2019 with a value realized on vesting of $154,098.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Under the terms of the restricted stock unit award agreements between the company and each named executive officer, our named executive officers are entitled to certain compensation in the event of a termination of employment or a change in control of the company. The amount of compensation payable to each named executive officer upon the occurrence of certain specified events is set forth below. Joseph Harvey. The following table sets forth potential payments upon termination of employment of Joseph Harvey, our chief executive officer and president.
Potential Payments upon Termination or Change in Control
| Executive Benefits and Payments upon Termination(1) | Resignation for Good Reason by Executive ($) | Resignation without Good Reason by Executive ($) | Termination without Cause by the Company ($) | Termination for Cause by the Company ($) | Termination without Cause by the Company or Resignation for Good Reason by Executive following Change in Control ($) | Death or Disability of Executive ($) | | Compensation: | | | | | | | | Long Term Incentives | | | | | | | | Restricted Stock Units | — | — | — | — | 11,720,051(2) | 11,720,051(2) |
Potential Payments upon Termination or Change in Control
______________________________ (1)Assumes executive’s date of termination is December 29, 2023 and is based on the closing price of $75.73 of the company’s common stock on the date of termination. (2)Includes the value of 7,331 unvested restricted stock units. Also includes the value of 134,254 unvested restricted stock units acquired under our mandatory deferral program and 13,176 unvested dividend equivalent restricted stock units acquired in connection with restricted stock unit awards. Matthew Stadler. The following table sets forth potential payments upon termination of employment of Matthew Stadler, our executive vice president and chief financial officer.
Potential Payments upon Termination or Change in Control
| Executive Benefits and Payments upon Termination(1) | Resignation for Good Reason by Executive ($) | Resignation without Good Reason by Executive ($) | Termination without Cause by the Company ($) | Termination for Cause by the Company ($) | Termination without Cause by the Company or Resignation for Good Reason by Executive following Change in Control ($) | Death or Disability of Executive ($) | | Compensation: | | | | | | | | Long Term Incentives | | | | | | | | Restricted Stock Units | — | — | — | — | 2,968,010(2) | 2,968,010(2) |
Potential Payments upon Termination or Change in Control
________________________ (1)Assumes executive’s date of termination is December 29, 2023 and is based on the closing price of $75.73 of the company’s common stock on the date of termination. (2)Includes the value of 2,810 unvested restricted stock units. Also includes the value of 32,748 unvested restricted stock units acquired under our mandatory deferral program and 3,634 unvested dividend equivalent restricted stock units acquired in connection with restricted stock unit awards. Jon Cheigh. The following table sets forth potential payments upon termination of employment of Jon Cheigh, our executive vice president and chief investment officer.
Potential Payments upon Termination or Change in Control
| Executive Benefits and Payments upon Termination(1) | Resignation for Good Reason by Executive ($) | Resignation without Good Reason by Executive ($) | Termination without Cause by the Company ($) | Termination for Cause by the Company ($) | Termination without Cause by the Company or Resignation for Good Reason by Executive following Change in Control ($) | Death or Disability of Executive ($) | | Compensation: | | | | | | | | Long Term Incentives | | | | | | | | Restricted Stock Units | — | — | — | — | 6,358,442(2) | 6,358,442(2) |
Potential Payments upon Termination or Change in Control
(1)Assumes executive’s date of termination is December 29, 2023 and is based on the closing price of $75.73 of the company’s common stock on the date of termination. (2)Includes the value of 4,990 unvested restricted stock units. Also includes the value of 71,710 unvested restricted stock units acquired under our mandatory deferral program and 7,262 unvested dividend equivalent restricted stock units acquired in connection with restricted stock unit awards. Daniel Charles. The following table sets forth potential payments upon termination of employment of Daniel Charles, our executive vice president and head of global distribution.
Potential Payments upon Termination or Change in Control
| Executive Benefits and Payments upon Termination(1) | Resignation for Good Reason by Executive ($) | Resignation without Good Reason by Executive ($) | Termination without Cause by the Company ($) | Termination for Cause by the Company ($) | Termination without Cause by the Company or Resignation for Good Reason by Executive following Change in Control ($) | Death or Disability of Executive ($) | | Compensation: | | | | | | | | Long Term Incentives | | | | | | | | Restricted Stock Units | — | — | — | — | 2,923,880(2) | 2,923,880(2) |
Potential Payments upon Termination or Change in Control
______________________________ (1)Assumes executive’s date of termination is December 29, 2023 and is based on the closing price of $75.73 of the company’s common stock on the date of termination. (2)Includes the value of 956 unvested restricted stock units. Also includes the value of 34,674 unvested restricted stock units acquired under our mandatory deferral program and 2,979 unvested dividend equivalent restricted stock units acquired in connection with restricted stock unit awards. Adam Derechin. The following table sets forth potential payments upon termination of employment of Adam Derechin, our executive vice president and chief operating officer.
Potential Payments upon Termination or Change in Control
| Executive Benefits and Payments upon Termination(1) | Resignation for Good Reason by Executive ($) | Resignation without Good Reason by Executive ($) | Termination without Cause by the Company ($) | Termination for Cause by the Company ($) | Termination without Cause by the Company or Resignation for Good Reason by Executive following Change in Control ($) | Death or Disability of Executive ($) | | Compensation: | | | | | | | | Long Term Incentives | | | | | | | | Restricted Stock Units | — | — | — | — | 2,287,803(2) | 2,287,803(2) |
Potential Payments upon Termination or Change in Control
(1)Assumes executive’s date of termination is December 29, 2023 and is based on the closing price of $75.73 of the company’s common stock on the date of termination. (2)Includes the value of 2,578 unvested restricted stock units. Also includes the value of 24,770 unvested restricted stock units acquired under our mandatory deferral program and 2,862 unvested dividend equivalent restricted stock units acquired in connection with restricted stock unit awards.
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of the company’s principal executive officer to the median of the annual total compensation of all our employees (other than the company’s principal executive officer) (“CEO Pay Ratio”). Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). As of December 31, 2023, we had 404 full-time employees (excluding our principal executive officer). We identified our median employee using the company’s global employee population as of December 31, 2023. To identify the company’s median employee, we used annual base salary and bonuses earned in fiscal 2023. We believe this consistently applied compensation measure reasonably reflects annual compensation across the company’s employee base. After identifying the company’s median employee, we calculated the median employee’s and the principal executive officer’s annual total compensation in accordance with the requirements of the Summary Compensation Table. For fiscal 2023, our median employee’s annual total compensation was $245,843, and the annual total compensation of Mr. Harvey, the company’s principal executive officer, was $6,537,038. Accordingly, our CEO Pay Ratio for fiscal 2023 was approximately 26.6:1.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following table, which includes specified information with respect to the compensation actually paid to the company’s named executive officers and certain financial performance measures of the company in 2023, 2022, 2021 and 2020.
Pay Versus Performance
| | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (Joseph Harvey) | Summary Compensation Table Total for PEO (Robert Steers) | Compensation Actually Paid to PEO (Joseph Harvey)(5) | Compensation Actually Paid to PEO (Robert Steers)(5) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officers(5) | Total Share- holder Return(6) | Peer Group* Total Share- holder Return(6) | Net Income | Operating Income, as adjusted(1) | | 2023(2) | 6,537,038 | — | 8,186,778 | — | 3,573,600 | 3,715,225 | 139.71 | 186.46 | 129,048,342 | 177,070,513 | | 2022(3) | 6,792,751 | 6,098,150 | 2,798,008 | 2,020,777 | 3,631,524 | 2,324,583 | 114.67 | 141.87 | 171,041,026 | 243,840,255 | | 2021(3) | 5,349,135 | 12,375,738 | 7,903,908 | 8,005,775 | 3,500,790 | 4,368,211 | 159.26 | 189.36 | 211,397,338 | 268,800,194 | | 2020(4) | — | 5,110,979 | — | 7,239,932 | 3,390,535 | 4,363,280 | 123.45 | 128.28 | 76,584,266 | 169,454,823 |
Pay Versus Performance
___________________________________ * The peer group used in the relevant year corresponds with the peer group used by the company in that year for purposes of the disclosure required pursuant to Item 201(e) of Regulation S-K. The peer group used for 2023, 2022 and 2021 is the S&P U.S. BMI Asset Management & Custody Banks Index, and for 2020 is the SNL Asset Manager Index. The SNL Asset Manager Index was replaced by the S&P U.S. BMI Asset Management & Custody Banks Index effective August 2021. (1)We have identified operating income, as adjusted, as our Company Selected Measure. Operating income, as adjusted, is calculated as set forth on Appendix B. (2)In fiscal 2023, (i) our principal executive officer (“PEO”) was Mr. Harvey and (ii) our non-PEO named executive officers were Messrs. Stadler, Cheigh, Charles and Derechin. (3)In fiscal 2022 and fiscal 2021, (i) each of Messrs. Harvey and Steers served as PEO for a portion of the fiscal year and (ii) our non-PEO named executive officers were Messrs. Stadler, Cheigh, Charles and Derechin. (4)In fiscal 2020, (i) our PEO was Mr. Steers and (ii) our non-PEO named executive officers were Messrs. Harvey, Stadler, Cheigh and Charles. (5)Compensation Actually Paid was calculated beginning with each individual’s total compensation reported in the Summary Compensation Table, and the following amounts were deducted from and added to such amounts:
Pay Versus Performance
| | PEO (Joseph Harvey) | | | | PEO (Robert Steers) | | | | Non-PEO Named Executive Officer Average | | | | | | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table | 6,537,038 | 6,792,751 | 5,349,135 | — | — | 6,098,150 | 12,375,738 | 5,110,979 | 3,573,600 | 3,631,524 | 3,500,790 | 3,390,535 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for applicable fiscal year | (4,719,944) | (4,719,956) | (3,187,480) | — | — | (4,879,958) | (10,116,046) | (2,913,675) | (1,751,908) | (1,470,535) | (1,161,129) | (1,411,665) | | Add/deduct based on ASC 718 fair value of awards granted during applicable fiscal year that remain unvested as of applicable fiscal year end, determined as of applicable fiscal year end | 5,014,448 | 3,651,918 | 4,467,119 | — | — | 3,787,210 | 4,416,066 | 2,724,699 | 1,451,115 | 1,139,020 | 1,628,122 | 1,336,427 | | Add/deduct awards granted during prior fiscal year that were outstanding and unvested as of applicable fiscal year end, determined based on change in ASC 718 fair value from prior fiscal year end to applicable fiscal year end | 941,553 | (2,262,077) | 1,637,370 | — | — | (2,286,981) | 1,717,476 | 1,387,397 | 307,418 | (762,427) | 510,528 | 618,824 | | Add/deduct awards granted during the prior fiscal year that vested during applicable fiscal year, determined based on change in ASC 718 fair value from prior fiscal year end to vesting date | 413,683 | (664,628) | (362,236) | — | — | (697,644) | (387,459) | 930,532 | 135,000 | (212,999) | (109,830) | 429,159 | | Compensation Actually Paid | 8,186,778 | 2,798,008 | 7,903,908 | — | — | 2,020,777 | 8,005,775 | 7,239,932 | 3,715,225 | 2,324,583 | 4,368,211 | 4,363,280 |
Pay Versus Performance
(6)Source: S&P Global Market Intelligence 2024. Calculated based on a fixed investment of $100 as of the beginning of the first year reported through the end of the applicable fiscal year.
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table Compensation Actually Paid and Cumulative Total Shareholder Return Compensation Actually Paid and Net Income Compensation Actually Paid and Company Selected Measure (Operating Income, as adjusted)