DEF 14A of Cohen & Steers, Inc., Mar 20, 2026

DEF 14A of Cohen & Steers, Inc.

Filed Mar 20, 2026 · FY20250001284812-26-000030

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The company’s amended and restated certificate of incorporation and the by-laws 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.

  2. 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 its chief executive officer. •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 experience as chief financial officer of a publicly traded company. •With respect to Ms. Dolly, the Board considered her management experience within the financial services industry, including her former role as chief executive officer of a large clearing platform, as well as her service on boards of directors within the fund and advisor industry. •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 Ms. Wilson Thissen, the Board considered her background within the wealth management industry and experience as a public company executive, including as the general counsel of a large publicly traded company. •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.

  3. Nominee Information

    | Name | Age | Position | | Martin Cohen | 77 | Chairman of the board of directors and director | | Robert H. Steers | 73 | Executive chairman and director | | Joseph M. Harvey | 62 | Chief executive officer and director | | Reena Aggarwal | 68 | Director | | Frank T. Connor | 66 | Director | | Lisa Dolly | 60 | Director | | Dasha Smith | 52 | Director | | Karen Wilson Thissen | 59 | Director | | Edmond D. Villani | 79 | Director |

  4. 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 and is the executive chairman of Cohen & Steers Capital Management, Inc. 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. 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 is the chief executive officer of Cohen & Steers Capital Management, Inc. Joining the company in 1992 as a REIT analyst, Mr. Harvey subsequently served as a portfolio manager from 1998 to 2016, as chief investment officer from 2003 to 2019 and as president from 2003 to 2024. He has served 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 also serves on the boards of directors of Cohen & Steers Income Opportunities REIT, Inc. and Cohen & Steers Capital Management, Inc., and as a director and chairman of each of the company’s U.S. registered open-end funds, closed-end funds and exchange-traded funds. Mr. Harvey has a BSE degree from Princeton University. |

  5. Nominee Information

    | | 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, capital raising, IPOs, institutional investors, private equity, digital assets, 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 (multiple 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 Pilani, India. | | | Frank T. Connor, a director since March 2014, served as executive vice president and chief financial officer of Textron Inc. from 2009 to 2025. Before joining Textron, 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, 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. | | | Lisa Dolly, a director since August 2024, served as Chief Executive Officer of Pershing LLC, a subsidiary of The Bank of New York Mellon Corporation, until 2019 and as its Chairman until 2020. She previously served in several leadership positions with Pershing LLC, including as Chief Operating Officer from 2013 to 2016 until her appointment as Chief Executive Officer, Head of Managed Investments from 2011 to 2013, Chief Administrative Officer from 2009 to 2011 and Head of Global Operations from 2005 to 2009. Ms. Dolly also serves on the board of directors of Allfunds Group plc, where she is independent vice chair and the chair of the remuneration appointments and governance committee, and on the board of directors of the private company The RBB Fund, where she is chair of the contract committee and a member of the risk and operational committee. Ms. Dolly previously served on the boards of directors of Pershing LLC from 2013 to 2019 and the Securities Industry Financial Markets Association from 2016 to 2019, and on the board of directors of the private company Hightower Advisors, LLC. Ms. Dolly has a BA degree from Rutgers 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 board of directors of CAPTRUST, a privately held company, as well as 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. |

  6. Nominee Information

    | | Karen Wilson Thissen, a director since November 2024, has served as General Counsel and Secretary of General Mills, Inc. since 2022. Prior to joining General Mills, she spent 17 years at Ameriprise Financial, Inc., serving in roles of increasing responsibility, including most recently as Executive Vice President and General Counsel from 2017 to 2022, and Executive Vice President and Deputy General Counsel from 2014 to 2017. Before joining Ameriprise Financial, Inc., she was a partner at the law firm of Faegre & Benson LLP (now Faegre Drinker Biddle & Reath LLP). She has served on the Board of Advisors of the Georgetown University McDonough School of Business since 2025. She previously served on the boards of directors of Columbia Threadneedle Investments (EMEA APAC), a subsidiary of Ameriprise Financial, from 2017 to 2022 and Northside Achievement Zone, a nonprofit organization. Ms. Wilson Thissen has a BS degree from Georgetown University and a JD degree from the University of Chicago. | | | 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. |

  7. Nominee Information

    The Board recommends a vote “FOR” each of the nine director nominees.

  8. The Audit Committee

    The Audit Committee The Audit Committee is currently composed of Mr. Connor (chair), Mses. Dolly, Smith and Wilson Thissen, Dr. Aggarwal and Dr. Villani, each of whom is independent under the NYSE listing standards and the company’s Corporate Governance Guidelines, and satisfies the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pertaining to Audit Committee membership. 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 Mr. Connor, Dr. Aggarwal and Mses. Dolly and Smith qualifies as an “audit committee financial expert” as defined by SEC rules and that each of Mr. Connor, Dr. Aggarwal, Mses. Dolly, Smith and Wilson Thissen and Dr. Villani 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.

  9. The Compensation Committee

    The Compensation Committee The Compensation Committee is currently composed of Mses. Smith (chair), Dolly and Wilson Thissen, Mr. Connor, Dr. Aggarwal and Dr. Villani, each of whom is independent under the NYSE listing standards and satisfies the independence requirements of Rule 10C-1 under the Exchange Act pertaining to Compensation Committee membership, and each is a “non-employee director” as defined in the applicable SEC rules. Rule 10C-1 establishes listing standards related to compensation committees, including with respect to (i) the independence of compensation committee members; (ii) the compensation committee’s authority to retain compensation consultants, independent legal counsel and other compensation advisors; (iii) funding for the independent compensation consultant and other outside advisors engaged by the compensation committee; and (iv) independence standards relating to any compensation consultant or other compensation advisor engaged by the compensation committee. 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.”

  10. The Nominating Committee

    The Nominating Committee The Nominating Committee is currently composed of Dr. Aggarwal (chair), Mr. Connor, Mses. Dolly, Smith and Wilson Thissen 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.

  11. 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 2025. The following table sets forth the compensation paid by the company to the non-management directors in fiscal 2025.

  12. 2025 Director Compensation

    2025 Director Compensation

  13. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Martin Cohen | 280,046 | 109,916 | — | — | — | 324,984(3) | 714,946 | | Reena Aggarwal | 132,546 | 109,916 | — | — | — | — | 242,462 | | Frank Connor | 142,546 | 109,916 | — | — | — | — | 252,462 | | Lisa Dolly | 127,546 | 109,916 | — | — | — | — | 237,462 | | Peter Rhein(4) | 18,127 | 42,958 | — | — | — | — | 61,085 | | Richard Simon(4) | 18,127 | 42,958 | — | — | — | — | 61,085 | | Dasha Smith | 135,046 | 109,916 | — | — | — | — | 244,962 | | Karen Wilson Thissen | 127,546 | 98,867 | — | — | — | — | 226,413 | | Edmond Villani | 127,546 | 109,916 | — | — | — | — | 237,462 |

  14. 2025 Director Compensation

    ____________________________ (1)The amounts in this column reflect the aggregate grant date fair value of restricted stock units awarded in fiscal 2025, 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 298 restricted stock units granted to each of Messrs. Cohen, Connor, Rhein and Simon, Dr. Aggarwal, Mses. Dolly and Smith and Dr. Villani and 178 restricted stock units granted to Ms. Wilson Thissen on January 2, 2025 having a grant date fair value of $27,439 and $16,390, respectively; 341 restricted stock units granted to each of Messrs. Cohen and Connor, Dr. Aggarwal, Mses. Dolly, Smith and Wilson Thissen and Dr. Villani on April 1, 2025 having a grant date fair value of $27,492; 360 restricted stock units granted to each of Messrs. Cohen and Connor, Dr. Aggarwal, Mses. Dolly, Smith and Wilson Thissen and Dr. Villani on July 1, 2025 having a grant date fair value of $27,491; and 423 restricted stock units granted to each of Messrs. Cohen and Connor, Dr. Aggarwal, Mses. Dolly, Smith and Wilson Thissen and Dr. Villani on October 1, 2025 having a grant date fair value of $27,493. 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)The amount in this column represents (i) the employer portion of continued coverage under the company’s medical and dental plans for fiscal 2025 for Mr. Cohen and his spouse and dependents pursuant to the terms of Mr. Cohen’s employment agreement with the company and the letter agreement entered into with the company on February 20, 2025 and (ii) the reimbursement of certain fees paid in connection with filings made by Mr. Cohen pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). (4)Former directors Messrs. Rhein and Simon served as directors of the company during fiscal 2025 prior to their retirements, each of which was effective February 20, 2025. The amounts reported include 180 restricted stock units granted to each of Messrs. Rhein and Simon upon their retirement.

  15. Our 2025 Highlights

    Our 2025 Highlights As we prepare to celebrate the 40th anniversary of Cohen & Steers in 2026, we recognize our firm’s growth and evolution as a global real assets manager. Over our history as a firm, we pioneered new ways to invest in the listed real estate markets, and we remain 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. Focusing on 2025, global economic conditions remained volatile, driven by a number of factors such as tariffs, changes in monetary policy and geopolitical instability. Throughout the year, we maintained our focus on long-term results to navigate these challenges for clients and shareholders by leveraging our portfolio management expertise, disciplined risk management framework and prudent cost controls. We innovated for growth through the launch of our first active exchange-traded funds and the successful rights offering by the Cohen & Steers Infrastructure Fund. We believe the global macro environment remains favorable for our core strategies. Throughout 2025, our board and executive committee – a group that collectively owned 46.28% of our outstanding shares as of December 31, 2025 – continued to focus on our core priorities to deliver investment excellence for our clients and strong overall total returns for our shareholders. Investment performance. Our investment performance continued to be strong in 2025 relative to our benchmarks and we remained focused on delivering long-term results for our clients. In particular: •In terms of relative performance, as measured by December 31, 2025 assets under management: ◦95% of our portfolios outperformed their benchmarks on a one-year basis. ◦96%, 97% and 99% of our portfolios outperformed their benchmarks on a three-, five- and ten-year basis, respectively. •As of December 31, 2025, 90% percent of our U.S. open-end fund assets under management had 4- or 5-star Overall Morningstar Ratings.TM (1) (1) © 2026 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. Key business objectives. We continued to achieve many of our business goals during 2025, including: •We executed our product strategy plan, completing the successful launch of our first five active exchange-traded funds. •We continued to develop our private real estate business, including with Cohen & Steers Income Opportunities REIT, Inc., which acquired several properties during 2025. •We significantly progressed on our distribution initiatives and strategic plans for wealth, including by expanding coverage of the registered investment advisor (“RIA”) segment. •We recruited talent and continued develop the knowledge, skills and experience of our workforce. •We strengthened our corporate infrastructure. Financial results. Our 2025 financial results as compared to fiscal 2024 were as follows: •Revenues were $556.1 million in 2025, an increase of 7.5% relative to 2024. •Operating margin was 32.0% (35.2% as adjusted(2)) in 2025, compared with 33.4% (35.4% as adjusted(2)) in 2024. •Net income attributable to common stockholders was $2.97 per diluted share ($3.09 as adjusted(2)) in 2025, compared with $2.97 ($2.93 as adjusted(2)) in 2024. •Our open-end and closed-end funds experienced organic growth during the year. (2) The term “as adjusted” is used to identify non-GAAP financial information. See pages 31-32 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. Our Compensation Committee’s fiscal 2025 executive pay decisions continued to reflect our long-term shareholder-oriented mindset, which balances the need to retain our senior leaders with the objective of delivering attractive long-term returns to our shareholders. Consistent with this approach and considering fiscal 2025’s strong investment, strategic and financial performance, our named executive officers’ fiscal 2025 total compensation generally increased versus 2024.

  16. 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, shareholders and employees; 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, strategic and financial 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 independent 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 pay 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.

  17. Compensation Consultant

    Compensation Consultant The Compensation Committee has sole discretion to retain (and terminate) compensation consultants to help assess the compensation paid to the company’s executive officers. In 2025, 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 26, 2026 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.

  18. 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 for assessing competitive compensation levels for our executive officers. Consistent with the approach used in recent years to evaluate competitive market pay levels, during fiscal 2025 the Compensation Committee reviewed competitive market data for two peer groups provided by McLagan: •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. The survey peer group is as follows, consisting of 40 firms with December 31, 2024 assets under management of approximately $50 billion to $400 billion:

  19. 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: •investment objectives, focusing mainly on our investment performance relative to our benchmarks measured over one- and multi-year time periods; •strategic objectives, including, but not limited to, new product development, client retention and expansion, human capital development and management succession; and •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. Each executive officer’s individual performance objectives align with the company’s investment, strategic and/or financial objectives. At the end of each fiscal year, the Compensation Committee determines each executive officer’s total annual performance incentives. In making these determinations, the Compensation Committee does not use 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 composed of a cash bonus component and an equity deferral. 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 composed of 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 except as otherwise determined in accordance with company policies. All accrued dividend equivalent restricted stock units vest in a single installment on the last vesting date of the original grant.

  20. Chief Executive Officer

    Chief Executive Officer Joseph Harvey For fiscal 2025, 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 8, 2025, the Compensation Committee met and determined the 2025 annual performance incentives for Mr. Harvey. As part of this process, the Compensation Committee considered the company-wide performance factors described above and Mr. Harvey’s multi-year pay history in the context of the company’s long-term performance. In 2025, Mr. Harvey: •executed on key leadership initiatives, including his continued focus on implementing the company’s management succession initiatives and reorganizing sales and distribution leadership; •delivered on investment performance goals to further strengthen the company’s investment processes and develop the next generation of investment talent; •executed on global distribution plans; •further developed the company’s private real estate initiatives with Cohen & Steers Income Opportunities REIT, Inc. and Cohen & Steers Real Estate Opportunities Fund, L.P.; and •expanded our investment products and strategies and our internal capabilities to capitalize on new and emerging market opportunities, including launching active exchange-traded funds, SICAVs and listed and private real estate strategies. Based on the company-wide performance factors, the individual contributions and accomplishments described above and competitive pay trends, the Compensation Committee increased Mr. Harvey’s total compensation for fiscal 2025 by 9.2% relative to his fiscal 2024 total compensation. Of Mr. Harvey’s 2025 total compensation, 91.5% was in the form of annual performance incentives and 73.2% 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 2025 performance, which differs from his total 2025 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 2025 compensation the restricted stock units awarded to him in January 2026, in consideration of 2025 performance. Total compensation attributable to Mr. Harvey’s performance in 2024 and 2023, respectively, is included below for comparative purposes.

  21. Chief Executive Officer

    | | | | Annual Performance Incentives | | | | | Name | Performance Year | Annual Base Salary ($) | Cash Bonus ($) | Mandatory RSU Deferral ($) | RSU Grants ($) | Total Compensation ($) | | Joseph Harvey | 2025 | 600,000 | 1,300,000 | 5,200,000 | — | 7,100,000 | | | 2024 | 600,000 | 1,180,000 | 4,720,000 | — | 6,500,000 | | | 2023 | 600,000 | 880,000 | 3,520,000 | — | 5,000,000 |

  22. Other Named Executive Officers

    Other Named Executive Officers For fiscal 2025, the Compensation Committee increased Mr. Cheigh’s base salary. During the portion of fiscal 2025 that Messrs. Dakkuri and Charles were named executive officers of the company, their fiscal 2025 salaries remained unchanged from fiscal 2024, and Mr. Derechin’s fiscal 2025 salary also remained unchanged from fiscal 2024. Messrs. Donohue and Noonan were not named executive officers during fiscal 2024. On December 8, 2025, the Compensation Committee met and determined the 2025 annual performance incentives for Messrs. Donohue, Cheigh, Noonan and Derechin, and on July 16, 2025, the Compensation Committee met and determined the 2025 annual performance incentive for Mr. Charles. In determining their annual performance incentives, the Compensation Committee considered the following: •the company-wide performance factors described above; •each named executive officer’s individual and departmental performance, including with respect to Mr. Charles through the effective date of his retirement during 2025; •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. Mr. Dakkuri resigned during fiscal 2025 and did not receive an annual performance incentive. Described below are the individual contributions that the Compensation Committee considered for Messrs. Donohue, Cheigh, Charles, Noonan and Derechin, respectively. Michael Donohue. As interim chief financial officer, senior vice president and controller, Mr. Donohue provides critical leadership in all areas of accounting and financial management of the company. In 2025, Mr. Donohue: •collaborated in an orderly transition to his role as the company’s interim chief financial officer; •optimized operating earnings, managing and contributing to the company’s financial decision-making and expense control efforts; •enhanced the efficiency and effectiveness of the company’s financial reporting processes and controls globally, while continuing to mitigate risk; •delivered timely, accurate and meaningful internal and external reporting; •successfully implemented a new enterprise-wide accounting system; •increased the focus on career development within the company’s finance department; and •enhanced the company’s investor relations efforts and relationships with institutional shareholders and sell-side analysts. Jon Cheigh. As 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 2025, Mr. Cheigh: •delivered strong investment performance relative to our benchmarks, while improving performance in select company strategies; •maintained strong global listed infrastructure performance, stabilizing and improving Europe and Asia real estate performance and building momentum within our international teams; •collaborated and further advanced our listed and private real estate investment strategies and processes; •focused on succession and hiring plans for investment professionals necessary to support the company’s strategic goals, while continuing to develop the next generation of investment talent; •partnered with Mr. Harvey and other executive officers in the development of corporate strategies and new growth initiatives; and •strengthened the company’s investment processes and culture. Daniel Charles. Mr. Charles served as the company’s executive vice president and head of global distribution, overseeing the company’s distribution efforts, until his retirement during 2025. Prior to his retirement, in 2025 Mr. Charles: •executed on plans for the U.S. institutional channel; •advanced progress in wealth management, built on the company’s progress in the wealth channel and expanded on its global distribution activities; •demonstrated strong leadership within the company and led the global distribution team; •expanded the company’s product and strategy offerings and its distribution channels; •partnered with key departments to advance private real estate initiatives; and •elevated and enhanced awareness of the company’s brand. In recognition of Mr. Charles’ significant contributions to the company over the course of his tenure, the Compensation Committee determined that it was appropriate to enter into a letter agreement with Mr. Charles on April 30, 2025 in connection with his provision of notice of his intention to retire from his positions as executive vice president and head of global distribution of the company in 2025. Pursuant to the terms of the letter agreement, and in consideration of the foregoing, Mr. Charles was entitled to receive a pro rata bonus in 2025. See “Letter Agreement with Daniel P. Charles,” below. Daniel Noonan. Mr. Noonan has served as the company’s head of global distribution since November 2025 and is responsible for leading the company’s distribution efforts. In this role in 2025, Mr. Noonan: •collaborated in an orderly transition to his role as the company’s head of global distribution; •progressed the company’s distribution initiatives and strategic plans for wealth, including expanding coverage in the RIA segment and the company’s global distribution activities; •demonstrated strong leadership within the company and led the global distribution team; •partnered with key departments to advance private real estate initiatives; and •elevated and enhanced awareness of the company’s brand. 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 2025, Mr. Derechin: •contributed to the company’s expense reduction efforts; •focused on attracting and retaining talent as well as career development; •expanded the company’s AI capabilities and solutions to achieve efficiencies and enhance the company’s capabilities; •supported product and distribution initiatives and strategic objectives, including oversight of SICAV operations; •helped reduce and mitigate the company’s operational risk, including cyber risk; and •optimized company office space domestically and abroad. Based on the company-wide performance factors and individual contributions and accomplishments described above and competitive pay trends, the Compensation Committee increased fiscal 2025 total compensation for Messrs. Cheigh, Donohue and Derechin by 8.9%, 20.4% and 9.4%, respectively. Messrs. Donohue and Noonan were not named executive officers during fiscal 2024. Because Mr. Dakkuri served as our executive vice president and chief financial officer for only part of the 2025 fiscal year, a comparison of Mr. Dakkuri’s fiscal 2025 total compensation to his fiscal 2024 total compensation is not meaningful. Of Messrs. Donohue’s, Cheigh’s, Noonan’s and Derechin’s 2025 total compensation, 69.2%, 92.6%, 86.0% and 79.8%, respectively, was in the form of annual performance incentives. Of such individual’s 2025 total compensation, 40.0% was in the form of deferred restricted stock units for each of Messrs. Cheigh and Derechin, 35% was in the form of deferred restricted stock units for Mr. Noonan and 41.0% was in the form of deferred restricted stock units for Mr. Donohue. In the case of Mr. Donohue, such percentage includes restricted stock units granted upon his appointment as interim chief financial officer on October 17, 2025 as reported in the Summary Compensation Table for 2025 for Mr. Donohue under the heading “Stock Awards.”

  23. Other Named Executive Officers

    On July 16, 2025, the Compensation Committee met and determined the 2025 annual performance incentives with respect to Mr. Charles based on the company-wide performance factors and individual contributions and accomplishments described above and competitive pay trends. Of Mr. Charles’ 2025 total compensation, 84.0% was in the form of annual performance incentives and 40.0% was in the form of deferred restricted stock units. Such restricted stock units were immediately vested upon grant at his retirement and the shares of common stock underlying such award will be delivered to Mr. Charles in four equal annual installments. Because Mr. Charles retired as our executive vice president and head of global distribution during fiscal 2025 and received compensation for only part of the fiscal year, a comparison of Mr. Charles’ fiscal 2025 total compensation to his fiscal 2024 total compensation is not meaningful. The following table summarizes fiscal 2025 and, where applicable, fiscal 2024 and fiscal 2023, total compensation reviewed and approved by the Compensation Committee attributable to Messrs. Dakkuri, Donohue, Cheigh, Charles, Noonan and Derechin. The amounts shown in this table differ from the amounts set forth in the Summary Compensation Table as follows: (i) 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. Donohue’s, Cheigh’s, Charles’, Noonan’s and Derechin’s total 2025 compensation the restricted stock units awarded to them in January 2026 in consideration of 2025 performance; and (ii) in the case of Mr. Charles’ fiscal 2025 total compensation, SEC regulations require that the aggregate incremental fair value (calculated in accordance with ASC Topic 718) of certain of Mr. Charles’ previously-granted and subsequently modified outstanding restricted stock units be reported as additional 2025 compensation. Total compensation attributable to Messrs. Cheigh’s, Charles’ and Derechin’s performance in 2024 and 2023, respectively, and Mr. Dakkuri’s performance in 2024 is included below for comparative purposes.

  24. Other Named Executive Officers

    | | | | | Annual Performance Incentives | | | | Name | Performance Year | Annual Base Salary ($) | RSU Grants ($) | Cash Bonus ($) | Mandatory RSU Deferral ($) | Total Compensation ($) | | Raja Dakkuri | 2025 | 329,766 | — | — | — | 329,766 | | | 2024 | 194,711 | 1,165,304(1) | 897,115 | 727,885 | 2,985,015 | | Michael Donohue | 2025 | 350,000 | 150,000(2) | 608,750 | 516,250 | 1,625,000 | | Jon Cheigh | 2025 | 500,000 | — | 3,550,000 | 2,700,000 | 6,750,000 | | | 2024 | 375,000 | — | 3,345,000 | 2,480,000 | 6,200,000 | | | 2023 | 375,000 | — | 2,865,000 | 2,160,000 | 5,400,000 | | Daniel Charles | 2025 | 218,750 | — | 603,750 | 548,333(3) | 1,370,833 | | | 2024 | 375,000 | — | 1,035,000 | 940,000 | 2,350,000 | | | 2023 | 375,000 | — | 1,035,000 | 940,000 | 2,350,000 | | Daniel Noonan | 2025 | 350,000 | — | 1,275,000 | 875,000 | 2,500,000 | | Adam Derechin | 2025 | 375,000 | — | 741,000 | 744,000 | 1,860,000 | | | 2024 | 375,000 | — | 645,000 | 680,000 | 1,700,000 | | | 2023 | 375,000 | — | 555,000 | 620,000 | 1,550,000 |

  25. Other Named Executive Officers

    ____________________________ (1)Reflects restricted stock units granted to Mr. Dakkuri when he joined the company on June 24, 2024, with these shares vesting ratably over three years annually on the anniversary of the grant date. Any unvested restricted stock units were forfeited upon Mr. Dakkuri’s resignation from the Company effective October 17, 2025. Such award grant is reported in the Summary Compensation Table for Mr. Dakkuri under the heading “Stock Awards.” (2)Reflects restricted stock units granted to Mr. Donohue when he was appointed interim chief financial officer effective October 17, 2025, with these shares vesting ratably over four years annually on the anniversary of the grant date. Such award grant is reported in the Summary Compensation Table for Mr. Donohue under the heading “Stock Awards.” (3)Reflects immediately vested restricted stock units granted to Mr. Charles on July 31, 2025, the shares of common stock underlying which will be delivered to Mr. Charles in four equal annual installments. Such award grant is reported in the Summary Compensation Table for 2025 for Mr. Charles under the heading “Stock Awards.”

  26. Pension Benefits

    Pension Benefits Other than our broad-based 401(k) plan, we do not sponsor any pension plans.

  27. 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 31, 2025, is described below under “Potential Payments upon Termination or Change in Control.” In addition, as discussed above, on April 30, 2025, the company entered into a letter agreement modifying the terms of Mr. Charles’ unvested restricted stock units in connection with his provision of notice of his intention to retire from the positions of executive vice president and head of global distribution. The terms of the letter agreement are described under “Letter Agreement with Daniel P. Charles,” below.

  28. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not currently grant stock options, stock appreciation rights or similar option-like equity awards. Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material non-public information. In addition, during fiscal year 2025, we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  29. 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 2025, 2024 and 2023.

  30. 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(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | | Joseph Harvey, CEO | 2025 | 600,000 | 1,300,000 | — | — | 4,719,995 | — | — | — | 371,956(4) | 6,991,951 | | | 2024 | 600,000 | 1,180,000 | — | — | 3,519,938 | — | — | — | 341,136(5) | 5,641,074 | | | 2023 | 600,000 | 880,000 | — | — | 4,719,944 | — | — | — | 337,094(6) | 6,537,038 | | Raja Dakkuri, Former CFO | 2025 | 329,766 | — | — | — | 727,858(7) | — | — | — | 57,055(4) | 1,114,678 | | | 2024 | 194,711 | 962,115(8) | — | — | 1,165,298 | — | — | — | 22,801(9) | 2,344,925 | | Michael Donohue, Interim CFO | 2025 | 350,000 | 608,750 | — | — | 578,697(10) | — | — | — | 56,592(4) | 1,594,040 | | Jon Cheigh, President and CIO | 2025 | 500,000 | 3,550,000 | — | — | 2,479,948 | — | — | — | 201,391(4) | 6,731,339 | | | 2024 | 375,000 | 3,345,000 | — | — | 2,159,955 | — | — | — | 199,035(5) | 6,078,990 | | | 2023 | 375,000 | 2,865,000 | — | — | 2,479,943 | — | — | — | 189,186(6) | 5,909,129 | | Daniel Charles, Former Head of Global Distribution | 2025 | 218,750 | 603,750 | 1,488,183(11)(12) | 2,421,065(12) | 3,909,247 | — | — | — | 133,330(13) | 4,865,078 | | | 2024 | 375,000 | 1,035,000 | — | — | 939,993 | — | — | — | 149,962(14) | 2,499,955 | | | 2023 | 375,000 | 1,035,000 | — | — | 1,137,569 | — | — | — | 145,604(15) | 2,693,216 | | Daniel Noonan, Head of Global Distribution | 2025 | 350,000 | 1,275,000 | — | — | 648,955 | — | — | — | 73,628(4) | 2,347,583 | | Adam Derechin, COO | 2025 | 375,000 | 741,000 | — | — | 679,984 | — | — | — | 72,161(4) | 1,868,145 | | | 2024 | 375,000 | 645,000 | — | — | 619,947 | — | — | — | 73,904(5) | 1,713,851 | | | 2023 | 375,000 | 555,000 | — | — | 789,598 | — | — | — | 76,644(6) | 1,796,242 |

  31. 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)The amounts reported in this column reflect the aggregate grant date fair value of restricted stock units awarded in fiscal 2025, 2024 and 2023 and earned for performance years 2024, 2023 and 2022, 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. Dakkuri with respect to fiscal 2024 includes the amount granted in association with his June 24, 2024 start date, as computed in accordance with ASC Topic 718. The amount reported for this item for Mr. Donohue with respect to fiscal 2025 includes the amount granted in association with his October 17, 2025 appointment as interim chief financial officer. The amount reported for Mr. Charles with respect to fiscal 2025 also includes the aggregate incremental fair value in connection with the acceleration of the vesting of certain restricted stock units previously awarded to him as computed in accordance with ASC Topic 718, as further described in footnote (12) below, and the grant date fair value of restricted stock units awarded in fiscal 2025 and earned for performance year 2025. (3)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 (13) - (15). (4)Includes a matching contribution in the company’s 401(k) plan of $17,375 for each of Messrs. Harvey and Derechin. Includes a matching contribution in the company’s 401(k) plan of $15,500 for each of Messrs. Dakkuri, Donohue and Cheigh. Includes a matching contribution in the company’s 401(k) plan of $11,750 for Mr. Noonan. Also includes $338,881, $41,092, $185,891, $61,878 and $54,786 in dividend equivalent restricted stock units accrued in 2025 on unvested restricted stock units held by Messrs. Harvey, Donohue, Cheigh, Noonan and Derechin, respectively. In the case of Mr. Harvey, includes the reimbursement of certain fees paid in connection with filings made by Mr. Harvey pursuant to the HSR Act. (5)Includes a matching contribution in the company’s 401(k) plan of $15,250 for each of Messrs. Harvey, Cheigh and Derechin. Also includes $325,886, $183,785 and $58,654 in dividend equivalent restricted stock units accrued in 2024 on unvested restricted stock units held by Messrs. Harvey, Cheigh and Derechin, respectively. (6)Includes a matching contribution in the company’s 401(k) plan of $15,000 for each of Messrs. Harvey, Cheigh and Derechin. Also includes $322,094, $174,186 and $61,644 in dividend equivalent restricted stock units accrued in 2023 on unvested restricted stock units held by Messrs. Harvey, Cheigh and Derechin, respectively. (7)Such restricted stock units were forfeited upon Mr. Dakkuri’s resignation from the Company effective October 17, 2025. (8)Includes $65,000 attributable to a one-time sign-on bonus for Mr. Dakkuri. (9)Includes a matching contribution in the company’s 401(k) plan of $3,984 and $18,817 in dividend equivalent restricted stock units accrued in 2024 on unvested restricted stock units. (10)Includes restricted stock units granted on October 17, 2025 to Mr. Donohue upon the commencement of his appointment as interim chief financial officer of the company. (11)Reflects the aggregate grant date fair value of restricted stock units awarded to Mr. Charles in fiscal 2025 and earned for performance year 2024. Also reflects the aggregate grant date fair value of restricted stock units awarded to Mr. Charles in fiscal 2025 and earned for performance year 2025. See footnote (12), below. (12)In connection with Mr. Charles’s notice of his retirement from the positions of executive vice president and head of global distribution, on April 30, 2025 the company agreed to modify his then-outstanding restricted stock units to provide that, upon his retirement from such positions, such awards would not be forfeited and would instead vest and the underlying shares be delivered on their scheduled delivery dates, subject to certain conditions. All modified awards had been previously granted to Mr. Charles for performance in prior years and Mr. Charles 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 2025 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 April 30, 2025, the aggregate incremental fair value of Mr. Charles’ modified awards is $2,421,065. Excluding the aggregate incremental fair value of the modified awards, Mr. Charles’ total 2025 compensation calculated as set forth in Item 402(c) of Regulation S-K would have been $2,444,013. The following table summarizes Mr. Charles’ total compensation for fiscal year 2025 both with and without the impact of the award modification.

  32. Summary Compensation Table

    | Compensation Element | Amount | | Salary | $218,750 | | Bonus | 603,750 | | Grant Date Fair Value of RSUs Awarded in January 2025 for Performance Year 2024 | 939,921 | | Grant Date Fair Value of RSUs Awarded in July 2025 for Performance Year 2025 | 548,262 | | All Other Compensation | 133,330 | | Total Excluding RSU Modification | $2,444,013 | | Incremental Fair Value of RSUs Modified in April 2025 | 2,421,065 | | Total Including RSU Modification | $4,865,078 |

  33. Summary Compensation Table

    (13)Includes a matching contribution in the company’s 401(k) plan of $15,500; $39,674 in dividend equivalent restricted stock units accrued in 2025 on unvested restricted stock units; $51,073 for supplemental insurance coverage; and $27,083 attributable to a travel allowance for fiscal year ended December 31, 2025 for Mr. Charles. (14)Includes a matching contribution in the company’s 401(k) plan of $15,250; $84,712 in dividend equivalent restricted stock units accrued in 2024 on unvested restricted stock units; and $50,000 attributable to a travel allowance for fiscal year ended December 31, 2024 for Mr. Charles. (15)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.

  34. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth the actual number of unvested restricted stock units granted in 2025 for performance year 2024 to the company’s named executive officers and the grant date fair value of these awards, as well as the number of restricted stock unit awards previously granted to Mr. Charles that were modified in connection with his retirement.

  35. 2025 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 | 1/31/25 | 12/12/24 | — | — | — | — | — | — | 53,240(2) | — | — | 4,719,995 | | Raja Dakkuri | RSUs | 1/31/25 | 12/12/24 | — | — | — | — | — | — | 8,210(3) | — | — | 727,858 | | Michael Donohue | RSUs | 1/31/25 | 12/12/24 | — | — | — | — | — | — | 4,836(4) | — | — | 428,736 | | | RSUs | 10/17/25 | 9/12/25 | — | — | — | — | — | — | 2,154(5) | — | — | 149,961 | | Jon Cheigh | RSUs | 1/31/25 | 12/12/24 | — | — | — | — | — | — | 27,973(6) | — | — | 2,479,948 | | Daniel Charles | RSUs | 1/31/25 | 12/12/24 | — | — | — | — | — | — | 10,602(7) | — | — | 939,921 | | | Aggregate Modified RSUs | 4/30/25 | 4/30/25 | — | — | — | — | — | — | 32,210(8) | — | — | 2,421,065 | | | RSUs | 7/31/25 | 7/16/25 | — | — | — | — | — | — | 7,469(9) | — | — | 548,262 | | Daniel Noonan | RSUs | 1/31/25 | 12/12/24 | — | — | — | — | — | — | 7,320(10) | — | — | 648,995 | | Adam Derechin | RSUs | 1/31/25 | 12/12/24 | — | — | — | — | — | — | 7,670(11) | — | — | 679,984 |

  36. 2025 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 2025 performance year were actually granted in January 2026 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 2024 performance year at its meeting on December 12, 2024, with the awards being granted on January 31, 2025. The average of the high and low price of the company’s common stock on January 31, 2025 was used to determine the number of restricted stock units granted. (2)Includes 53,240 restricted stock units from the mandatory deferral of a portion of the executive’s 2024 annual performance incentives that vest ratably on the last business day of January 2026, 2027, 2028 and 2029. 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 2029. (3)Includes 8,210 restricted stock units from the mandatory deferral of a portion of the executive’s 2024 annual performance incentives. Such restricted stock units were forfeited upon Mr. Dakkuri’s resignation from the Company effective October 17, 2025. (4)Includes 4,836 restricted stock units from the mandatory deferral of a portion of the executive’s 2024 annual performance incentives that vest ratably on the last business day of January 2026, 2027, 2028 and 2029. 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 2029. (5)Includes 2,154 restricted stock units granted on October 17, 2025 to Mr. Donohue upon the commencement of his appointment as interim chief financial officer of the company that vest ratably on the anniversary of the grant date in 2026, 2027, 2028 and 2029. Any dividends paid by the company on its common stock are accrued in additional restricted stock units and vest on the last vesting date. (6)Includes 27,973 restricted stock units from the mandatory deferral of a portion of the executive’s 2024 annual performance incentives that vest ratably on the last business day of January 2026, 2027, 2028 and 2029. 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 2029. (7)Includes 10,602 restricted stock units from the mandatory deferral of a portion of the executive’s 2024 annual performance incentives that vested upon his retirement and will be delivered on the last business day of January 2026, 2027, 2028 and 2029. Any dividends paid by the company on its common stock prior to the retirement date accrued in additional restricted stock units, which will be delivered on the last business day of January 2029. Any dividends paid by the company on its common stock thereafter in respect of vested and outstanding restricted stock units (other than dividend equivalent restricted stock units) are paid in cash equal to such per share dividend amount. (8)Reflects 10,602, 9,834, 7,835 and 3,939 outstanding restricted stock units awarded in fiscal 2025, 2024, 2023 and 2022, respectively, and earned for performance years 2024, 2023, 2022 and 2021 that were modified pursuant to the terms of the letter agreement Mr. Charles entered into with the company on April 30, 2025. (9)Includes 7,469 restricted stock units from the mandatory deferral of a portion of the executive’s 2025 annual performance incentives that vested upon his retirement and will be delivered on the last day of July 2026, 2027, 2028 and 2029. (10)Includes 7,320 restricted stock units from the mandatory deferral of a portion of the executive’s 2024 annual performance incentives that vest ratably on the last business day of January 2026, 2027, 2028 and 2029. 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 2029. (11)Includes 7,670 restricted stock units from the mandatory deferral of a portion of the executive’s 2024 annual performance incentives that vest ratably on the last business day of January 2026, 2027, 2028 and 2029. 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 2029.

  37. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 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, 2025.

  38. 2025 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 | — | — | — | — | — | 151,200(2) | 9,492,336 | — | — | | Raja Dakkuri | — | — | — | — | — | —(3) | — | — | — | | Michael Donohue | — | — | — | — | — | 19,941(4) | 1,251,896 | — | — | | Jon Cheigh | — | — | — | — | — | 82,925(5) | 5,206,032 | — | — | | Daniel Charles | — | — | — | — | — | —(6) | — | — | — | | Daniel Noonan | — | — | — | — | — | 22,611(7) | 1,419,519 | — | — | | Adam Derechin | — | — | — | — | — | 24,803(8) | 1,557,132 | — | — |

  39. 2025 Outstanding Equity Awards at Fiscal Year-End

    ______________________________________ (1)Based on the closing price of $62.78 of the company’s common stock on December 31, 2025. (2)Includes 14,300 restricted stock units granted on January 31, 2022 that vested on the last business day of January 2026; 32,507 restricted stock units granted on January 31, 2023 that vest ratably on the last business day of each of January 2026 and 2027; 36,822 restricted stock units granted on January 31, 2024 that vest ratably on the last business day of each of January 2026, 2027 and 2028; and 53,240 restricted stock units granted on January 31, 2025 that vest ratably on the last business day of each of January 2026, 2027, 2028 and 2029. Also includes 14,331 unvested dividend equivalent restricted stock units. (3)All outstanding awards were forfeited upon Mr. Dakkuri’s resignation from the company during 2025. (4)Includes 7,482 restricted stock units granted on May 1, 2023 that vest ratably on the 15th business day of each of May 2026 and 2027; 3,966 restricted stock units granted on January 31, 2024 that vest ratably on the last business day of each of January 2026, 2027 and 2028; 4,836 restricted stock units granted on January 31, 2025 that vest ratably on the last business day of each of January 2026, 2027, 2028 and 2029; and 2,154 restricted stock units granted on October 17, 2025 that vest ratably on the anniversary of the grant date in 2026, 2027, 2028, and 2029. Also includes 1,503 unvested dividend equivalent restricted stock units. (5)Includes 7,514 restricted stock units granted on January 31, 2022 that vested on the last business day of January 2026; 17,080 restricted stock units granted on January 31, 2023 that vest ratably on the last business day of each of January 2026 and 2027; 22,596 restricted stock units granted on January 31, 2024 that vest ratably on the last business day of each of January 2026, 2027 and 2028; and 27,973 restricted stock units granted on January 31, 2025 that vest ratably on the last business day of each of January 2026, 2027, 2028 and 2029. Also includes 7,762 unvested dividend equivalent restricted stock units. (6)In connection with Mr. Charles’s notice of his retirement from the positions of executive vice president and head of global distribution, on April 30, 2025 the company agreed that, upon his retirement from such positions, his outstanding restricted stock units would not be forfeited and would instead vest and the underlying shares be delivered on their scheduled delivery dates, subject to certain conditions. Accordingly, all of Mr. Charles’s outstanding restricted stock units vested on the date of his retirement. See “Letter Agreement with Daniel Charles,” “2025 Option Exercised and Stock Vested” and “2025 Nonqualified Deferred Compensation.” (7)Includes 14,159 restricted stock units granted on June 3, 2024 that vest ratably on the 15th business day of each of June 2026 and 2027; and 7,320 restricted stock units granted on January 31, 2025 that vest ratably on the last business day of each of January 2026, 2027, 2028 and 2029. Also includes 1,132 unvested dividend equivalent restricted stock units. (8)Includes 2,734 restricted stock units granted on January 31, 2022 that vested on the last business day of January 2026; 5,438 restricted stock units granted on January 31, 2023 that vest ratably on the last business day of each of January 2026 and 2027; 6,486 restricted stock units granted on January 31, 2024 that vest ratably on the last business day of each of January 2026, 2027 and 2028; and 7,670 restricted stock units granted on January 31, 2025 that vest ratably on the last business day of each of January 2026, 2027, 2028 and 2029. Also includes 2,475 unvested dividend equivalent restricted stock units.

  40. 2025 Option Exercises and Stock Vested

    2025 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 2025.

  41. 2025 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 | — | — | 58,866(1) | 5,229,067 | | Raja Dakkuri | — | — | 5,347(2) | 406,425 | | Michael Donohue | — | — | 5,063(3) | 449,746 | | Jon Cheigh | — | — | 33,577(4) | 2,982,645 | | Daniel Charles | — | — | 58,606(5) | 4,560,002 | | Daniel Noonan | — | — | 7,079(6) | 547,419 | | Adam Derechin | — | — | 11,433(7) | 1,015,593 |

  42. 2025 Option Exercises and Stock Vested

    ______________________________ (1)Includes the vesting of 54,783 restricted stock units on January 31, 2025 that were originally granted on the last business day of each of January 2021, 2022, 2023 and 2024 with a value realized on vesting of $4,866,374; and 4,083 dividend equivalent restricted stock units on January 31, 2025 that accrued on restricted stock units granted on the last business day of January 2021 with a value realized on vesting of $362,693. (2)Includes the vesting of 5,347 restricted stock units on June 24, 2025 that were originally granted on June 24, 2024 with a value realized on vesting of $406,425. (3)Includes the vesting of 3,741 restricted stock units on January 31, 2025 that were originally granted on May 1, 2023 with a value realized on vesting of $332,313; and 1,322 restricted stock units on January 31, 2025 that were originally granted on the last business day of January 2024 with a value realized on vesting of $117,433. (4)Includes the vesting of 31,038 restricted stock units on January 31, 2025 that were originally granted on the last business day of each of January 2021, 2022, 2023 and 2024 with a value realized on vesting of $2,757,106; and 2,539 dividend equivalent restricted stock units on January 31, 2025 that accrued on restricted stock units granted on the last business day of January 2021 with a value realized on vesting of $225,539. (5)Includes the vesting of 14,726 restricted stock units on January 31, 2025 that were originally granted on the last business day of each of January 2021, 2022, 2023 and 2024 with a value realized on vesting of $1,308,111; 1,210 dividend equivalent restricted stock units on January 31, 2025 that accrued on restricted stock units granted on the last business day of January 2021 with a value realized on vesting of $107,484; 32,210 restricted stock units on July 31, 2025 in connection with Mr. Charles’s retirement that were originally granted on the last business day of each of January 2022, 2023, 2024 and 2025 with a value realized on vesting of $2,375,488; 7,469 restricted stock units that were immediately vested on grant on July 31, 2025 with a value realized on vesting of $548,333; and 2,991 dividend equivalent restricted stock units on July 31, 2025 in connection with Mr. Charles’s retirement that accrued on restricted stock units granted on the last business day of each of January 2022, 2023, 2024 and 2025 with a value realized on vesting of $220,586. (6)Includes the vesting of 7,079 restricted stock units on June 13, 2025 that were originally granted on June 3, 2024 with a value realized on vesting of $547,419. (7)Includes the vesting of 10,470 restricted stock units on January 31, 2025 that were originally granted on the last business day of each of January 2021, 2022, 2023 and 2024 with a value realized on vesting of $930,050; and 963 dividend equivalent restricted stock units on January 31, 2025 that accrued on restricted stock units granted on the last business day of January 2021 with a value realized on vesting of $85,543.

  43. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The following table provides a summary as of December 31, 2025 of vested and undelivered restricted stock units that were accelerated pursuant to Mr. Charles’ letter agreement and granted to Mr. Charles from the mandatory deferral of a portion of his prorated 2025 annual performance incentives. See “Letter Agreement with Daniel P. Charles.”

  44. 2025 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings/Losses in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last FYE ($)(4) | | Joseph Harvey | — | — | — | — | — | | Raja Dakkuri | — | — | — | — | — | | Michael Donohue | — | — | — | — | — | | Jon Cheigh | — | — | — | — | — | | Daniel Charles | — | 3,144,336 | (465,513) | (49,202) | 2,629,621 | | Daniel Noonan | — | — | — | — | — | | Adam Derechin | — | — | — | — | — |

  45. 2025 Nonqualified Deferred Compensation

    ____________________________ (1)Reflects the value of (i) 35,201 vested and undelivered restricted stock units that vested upon Mr. Charles’ retirement on July 31, 2025, including 2,991 dividend equivalents previously accrued to Mr. Charles on unvested restricted stock units, based on the closing price of $73.75 of the company’s common stock on July 30, 2025; and (ii) 7,469 immediately vested and undelivered restricted stock units that were granted to Mr. Charles on July 31, 2025 from the mandatory deferral of a portion of his pro-rated 2025 annual performance incentives, computed using the average of the high and low price of the company’s common stock on the grant date. Of the amount shown in this column, $548,262 was reported in the “Stock Awards” column of the Summary Compensation Table for 2025. (2)Represents the decrease in fair market value between July 31, 2025 and December 31, 2025 with respect to Mr. Charles’ 39,679 vested and undelivered restricted stock units and 2,991 accrued dividend equivalents. Also includes $49,202 in cash dividends paid to Mr. Charles in respect of his vested and undelivered restricted stock units between the vesting date and December 31, 2025. Amounts in this column are not reported as compensation for fiscal 2025 because they do not represent above-market or preferential earnings. (3)Represents the amount of cash dividends paid to Mr. Charles in respect of his vested and undelivered restricted stock units between the vesting date and December 31, 2025. (4)Amounts reported include portions of the amounts previously reported in the “Stock Awards” and “All Other Compensation” columns of the Summary Compensation Table.

  46. 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 and 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.

  47. 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 | — | — | — | — | 9,492,336(2) | 9,492,336(2) |

  48. Potential Payments upon Termination or Change in Control

    ______________________________ (1)Assumes executive’s date of termination is December 31, 2025 and is based on the closing price of $62.78 of the company’s common stock on the date of termination. (2)Includes the value of 136,869 unvested restricted stock units acquired under our mandatory deferral program and 14,331 unvested dividend equivalent restricted stock units acquired in connection with restricted stock unit awards. Raja Dakkuri. Raja Dakkuri, our former executive vice president and chief financial officer, resigned from the company during fiscal 2025 and did not serve as a named executive officer at the end of the fiscal year. He received no payments in connection with his resignation. Michael Donohue. The following table sets forth potential payments upon termination of employment of Michael Donohue, our senior vice president, interim chief financial officer and controller.

  49. 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 | — | — | — | — | 1,251,896(2) | 1,251,896(2) |

  50. Potential Payments upon Termination or Change in Control

    ________________________ (1)Assumes executive’s date of termination is December 31, 2025 and is based on the closing price of $62.78 of the company’s common stock on the date of termination. (2)Includes the value of 9,636 unvested restricted stock units. Also includes the value of 8,802 unvested restricted stock units acquired under our mandatory deferral program and 1,503 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 president and chief investment officer.

  51. 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 | — | — | — | — | 5,206,032(2) | 5,206,032(2) |

  52. Potential Payments upon Termination or Change in Control

    (1)Assumes executive’s date of termination is December 31, 2025 and is based on the closing price of $62.78 of the company’s common stock on the date of termination. (2)Includes the value of 75,163 unvested restricted stock units acquired under our mandatory deferral program and 7,762 unvested dividend equivalent restricted stock units acquired in connection with restricted stock unit awards. Daniel Charles. Daniel Charles, our former executive vice president and head of global distribution, retired from the company during fiscal year 2025 and did not serve as a named executive officer at the end of the fiscal year. In connection with his retirement, Mr. Charles received the payments and benefits described below under “—Letter Agreement with Daniel P. Charles.” Daniel Noonan. The following table sets forth potential payments upon termination of employment of Daniel Noonan, our executive vice president and head of global distribution.

  53. 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 | — | — | — | — | 1,419,519(2) | 1,419,519(2) |

  54. Potential Payments upon Termination or Change in Control

    ______________________________ (1)Assumes executive’s date of termination is December 31, 2025 and is based on the closing price of $62.78 of the company’s common stock on the date of termination. (2)Includes the value of 14,159 unvested restricted stock units. Also includes the value of 7,320 unvested restricted stock units acquired under our mandatory deferral program and 1,132 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.

  55. 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 | — | — | — | — | 1,557,132(2) | 1,557,132(2) |

  56. Potential Payments upon Termination or Change in Control

    (1)Assumes executive’s date of termination is December 31, 2025 and is based on the closing price of $62.78 of the company’s common stock on the date of termination. (2)Includes the value of 22,328 unvested restricted stock units acquired under our mandatory deferral program and 2,475 unvested dividend equivalent restricted stock units acquired in connection with restricted stock unit awards.

  57. 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, 2025, we had 423 full-time employees (excluding our principal executive officer). We identified our median employee using the company’s global employee population as of December 31, 2025. To identify the company’s median employee, we used annual base salary and bonuses earned in fiscal 2025. 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 2025, our median employee’s annual total compensation was $240,949, and the annual total compensation of Mr. Harvey, the company’s principal executive officer, was $6,991,951. Accordingly, our CEO Pay Ratio for fiscal 2025 was approximately 29.0:1.

  58. 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 2025, 2024, 2023, 2022 and 2021.

  59. 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)(7) | Compensation Actually Paid to PEO (Robert Steers)(7) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(6) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(7) | Total Share- holder Return(8) | Peer Group* Total Share- holder Return(8) | Net Income | Operating Income, as adjusted(1) | | 2025(2) | 6,991,951 | — | 2,615,196 | — | 3,142,037 | 1,989,986 | 99.77 | 196.16 | 153,217,865 | 195,142,619 | | 2024(3) | 5,641,074 | — | 8,158,776 | — | 2,933,224 | 3,569,910 | 175.38 | 257.30 | 151,265,827 | 183,564,844 | | 2023(4) | 6,537,038 | — | 8,186,778 | — | 3,573,600 | 3,715,225 | 139.71 | 186.46 | 129,048,342 | 177,070,513 | | 2022(5) | 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(5) | 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 |

  60. 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 all years reported is the S&P U.S. BMI Asset Management & Custody Banks Index. (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 2025, (i) our principal executive officer (“PEO”) was Mr. Harvey and (ii) our non-PEO named executive officers were Messrs. Dakkuri, Donohue, Cheigh, Charles, Noonan and Derechin. Each of Mr. Donohue and Dakkuri served as our principal financial officer (“PFO”) for a portion of the fiscal year. Accordingly, the average non-PEO named executive officer compensation amounts include the fiscal 2025 compensation for both Messrs. Donohue and Dakkuri. (3)In fiscal 2024, (i) our PEO was Mr. Harvey and (ii) our non-PEO named executive officers were Messrs. Dakkuri, Cheigh, Charles and Derechin and Matthew Stadler, former executive vice president and chief financial officer of the company. Each of Mr. Dakkuri and Mr. Stadler served as our PFO for a portion of the fiscal year. Accordingly, the average non-PEO named executive officer compensation amounts include the fiscal 2024 compensation of both Messrs. Dakkuri and Stadler. (4)In fiscal 2023, (i) our PEO was Mr. Harvey and (ii) our non-PEO named executive officers were Messrs. Stadler, Cheigh, Charles and Derechin. (5)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. (6)Each of Messrs. Donohue and Dakkuri served as our PFO for a portion of the 2025 fiscal year. Accordingly, both individuals are included in the calculation of our average non-PEO named executive officer compensation amounts for the 2025 fiscal year. Each of Messrs. Dakkuri and Stadler served as our PFO for a portion of the 2024 fiscal year. Accordingly, both individuals are included in the calculation of our average non-PEO named executive officer compensation amounts for the 2024 fiscal year. (7)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:

  61. Pay Versus Performance

    | | PEO (Joseph Harvey) | | | Non-PEO Named Executive Officer Average | | | | | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | Summary Compensation Table | 6,991,951 | 5,641,074 | 6,537,038 | 3,142,037 | 2,933,224 | 3,573,600 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for applicable fiscal year | (4,719,995) | (3,519,938) | (4,719,944) | (1,559,342) | (1,231,020) | (1,751,908) | | Add 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 | 3,304,054 | 4,579,492 | 5,014,448 | 514,945 | 1,265,913 | 1,451,115 | | 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 | (2,754,194) | 1,642,995 | 941,553 | (470,393) | 324,835 | 307,418 | | Add ASC 718 fair value of awards granted during applicable fiscal year that vested in the same year, determined as of the vesting date | — | — | — | 487,292 | 282,066 | — | | Add/deduct awards granted during any 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 | (206,620) | (184,847) | 413,683 | (70,877) | (5,108) | 135,000 | | Subtract, for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during applicable fiscal year, the amount equal to the ASC 718 fair value at the end of the prior fiscal year | — | — | — | (53,676) | — | — | | Compensation Actually Paid | 2,615,196 | 8,158,776 | 8,186,778 | 1,989,986 | 3,569,910 | 3,715,225 |

  62. Pay Versus Performance

    (8)Source: S&P Global Market Intelligence 2025. 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.

  63. 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)