DEF 14A of Acadian Asset Management Inc.
Filed Apr 29, 2026 · FY20250001628280-26-028368
Householding of annual disclosure documents
John A. Paulson has been a member of our Board since November 2018 and Chairman of our Board since April 2020. Mr. Paulson is the President and Portfolio Manager of Paulson Capital Inc., a private investment management firm specializing in global mergers, event arbitrage and credit strategies. Mr. Paulson previously served as President and Portfolio Manager of Paulson & Co. Inc., which he founded in 1994. Prior to founding Paulson & Co., Mr. Paulson was a general partner of Gruss Partners and a managing director in mergers and acquisitions at Bear Stearns. Mr. Paulson served as a director of Bausch Health Companies Inc. ("Bausch Health”) from June 2017 through May 2022. He rejoined the board of Bausch Health and has served as Non-Executive Chairperson since June 2022. Mr. Paulson has also served as a director of Bausch + Lomb Corporation since April 2022. Mr. Paulson received his Masters of Business Administration from Harvard Business School and his undergraduate degree from New York University. Mr. Paulson’s qualifications to serve on the Board include his deep knowledge of financial transactions and investments as well as his leadership abilities in founding and leading Paulson & Co. This knowledge and these qualifications will allow Mr. Paulson to provide valuable insight to the Board, especially in the area of Company strategy. Robert J. Chersi has been a member of our Board since March 2016 and our Lead Independent Director since November 2018. Mr. Chersi has been with Pace University since 2013, currently serving as the Executive Director for its Center for Global Governance, Reporting & Regulation, as well as an adjunct professor in its Department of Finance & Economics. In addition, Mr. Chersi has acted in an advisory capacity to financial services industry clients as an individual as well as through Chersi Services LLC, which he founded in 2014. Prior to joining Pace, Mr. Chersi was a member of the Executive Committee and Chief Financial Officer of Financial Services at Fidelity Investments in Boston, from 2008 to 2012. While at Fidelity, as CFO, Mr. Chersi led the finance, compliance, risk management, business consulting and strategic new business development functional organizations. From 1988 to 2008, Mr. Chersi served in numerous positions at UBS AG, including CFO of U.S. Wealth Management and Deputy CFO of Global Wealth Management and Business Banking. Mr. Chersi had several executive leadership positions while at UBS, including service on the UBS AG Group Managing Board from 2004 to 2008. He began his career as an audit manager in the Financial Service Practice of KPMG LLP in 1983. Mr. Chersi has previously been a member of the Advisory Board of the Pace University Lubin School of Business, the board, Audit Committee and Risk Committee of UBS Bank USA, a member of the board of PW Partners R&D III, Chairman of the Board of Trustees of the UBS USA Foundation, a member of the board of Bon Secours New Jersey/St. Mary’s Hospital Foundation and a Trustee of Fidelity Investments’ Political Action Committee. Mr. Chersi also currently serves as a member of the Board of Trustees of Thrivent Funds. Previously, Mr. Chersi was also a Director of E*TRADE Financial Corporation, as well as member of the E*TRADE Bank board, the E*TRADE Audit Committee and the E*TRADE Risk Oversight Committee until the completion of E*TRADE’s merger with Morgan Stanley on October 2, 2020. He has held the Certified Public Accountant designation, and is a 1983 graduate of Pace University, where he earned a BBA in Accounting, summa cum laude. Mr. Chersi’s qualifications to serve on our Board include his extensive experience in the financial services industry and deep knowledge of corporate governance, financial reporting and regulatory compliance. In addition, his background in risk management, business consulting and strategic business development will be valuable to our Board. Andrew Kim has been a member of our Board since July 2019. Mr. Kim is currently a Partner at Paulson & Co. Inc., which he joined in July 2009. Prior to working at Paulson & Co., Mr. Kim was an analyst at Perry Capital from September 2005 to July 2007 and at Goldman Sachs from July 2004 to September 2005. Mr. Kim received his Masters of Business Administration from Harvard Business School and his undergraduate degree from the University of Michigan. Mr. Kim’s qualifications to serve on our Board include his deep knowledge of financial transactions and investments gained through his career in the financial services industry. This knowledge will allow Mr. Kim to provide valuable insight to the Board. Barbara Trebbi has been a member of our Board since January 2018. Ms. Trebbi was a General Partner and co-managing partner at Mercator Asset Management, L.P. (“Mercator”) until October 2017. At Mercator, which she joined in 2000, she was a senior member of the investment team, with a focus on international equities, in particular, continental European investments, as well as Asia and other emerging markets. Her clients included a wide range of institutional investors and sub-advisory accounts. Ms. Trebbi started her career in 1988 as an international equity research analyst at Mackenzie Investment Management Inc. and progressed over 12 years to become head of international equities. She has over 30 years of international investment experience. Ms. Trebbi is a Chartered Financial Analyst, a member of the CFA Institute and also is a member of the CFA Society of South Florida, where she served as President from 1994 to 1995. She also serves on a number of non-profit boards related to higher education and the arts. Ms. Trebbi received a Graduate Diploma from the London School of Economics and Political Science and a B.S. degree in Finance from the University of Florida. Ms. Trebbi’s qualifications to serve on our Board include her deep investment experience, with a particular emphasis on international investments. This experience, combined with extensive knowledge of the institutional and sub-advisory markets, will allow her to provide valuable insight to our Board. Kelly Young has been our President and Chief Executive Officer and a member of our Board since January 2025. Ms. Young additionally serves as President and Chief Executive Officer of Acadian Asset Management LLC (“Acadian LLC”). Ms. Young joined Acadian LLC in 2009 and in 2023 was appointed CEO of Acadian Asset Management LLC. Prior to her appointment as CEO of Acadian LLC, Ms. Young served as Executive Vice President and Chief Marketing Officer, responsible for all aspects of the firm’s client service, business development and product strategy efforts globally. Ms. Young previously held the role of Managing Director of Acadian Asset Management (U.K.) Limited and also served for a number of years as a senior relationship manager for European clients. Ms. Young is a member of Acadian LLC’s Board of Managers, Executive Management Team, and Executive Committee. Earlier in her career, Ms. Young was the European head of the index fund management business for SGAM Alternative Investments and worked for Northern Trust Global Investments and Barclays Global Investors in senior portfolio management positions. Ms. Young received a B.Sc. (Hons) in economics & business finance from Brunel University. She is a CFA charterholder and member of CFA Society Boston. Ms. Young also holds the CAIA charter and is a member of CAIA Association. Ms. Young’s qualifications to serve on our Board include her extensive distribution, investment and leadership knowledge and experience, particularly relating to financial services companies. Her experience with regard to Acadian LLC’s organization, products and strategy provides valuable insight to the Board.
Incentive Awards
Incentive Awards Our NEOs are provided incentive compensation that is intended to recognize overall Company performance, as well as the performance of the individual NEO. This compensation is awarded in the form of cash incentives, time-based RSUs and, for our CEO, performance-based RSUs. Because financial market performance is variable and beyond management’s control, the Compensation Committee applies a comprehensive, rigorous and deliberate approach in determining executive officer compensation, and believes that this is in the best interest of stockholders. Actual awards earned for a given performance year are subject to the Compensation Committee’s assessment of the Company’s overall performance, the NEO’s individual performance, competitive market data and other related factors. The Compensation Committee’s assessment of these factors includes consideration of the following: •Overall Company Performance: When considering the Company’s overall performance the Compensation Committee considers financial and non-financial performance on an absolute basis as well as compared to the Company’s business plan and industry peers. The Compensation Committee also considers the successful achievement of strategic initiatives in its determination of overall performance. •Individual Performance: The Compensation Committee considered each NEO’s individual performance as evaluated against assigned goals and objectives, new and emerging business priorities identified during the year, and ongoing job-specific roles and responsibilities. •Competitive Market Pay Trends: The Compensation Committee considered the employee’s role at the Company and the compensation level for similar positions in the competitive market. CEO Scorecard and Performance Assessment At the beginning of 2025, the Compensation Committee established a performance-based CEO scorecard to guide its evaluation of the CEO’s performance for 2025 and reinforce the Company’s pay-for-performance philosophy. The scorecard reflects the Company’s key strategic priorities and focuses on outcomes that drive long-term stockholder value. The scorecard is not formulaic and does not assign specific payout percentages to individual goals. Instead, it provides a structured framework for assessing performance across the following key categories: •Financial Results: Delivery of strong financial performance, including, without limitation, Net Client Cash Flows7, Adjusted EBITDA8, and ENI EPS9, disciplined expense management and capital allocation, with a focus on delivering sustained stockholder value. •Investment Performance: Performance of the Company’s investment strategies across multiple time frames. •Strategic Initiatives: Progress in advancing long-term strategic priorities, including business development, talent management, company culture, and operational efficiency. Following year-end, the Compensation Committee evaluates performance across each category and considers both quantitative and qualitative achievements. Based on its holistic assessment, the Committee exercises informed judgment in approving incentive awards. A performance-based scorecard was also in place for each of the other NEOs based on their individual roles. 2025 Annual Incentive Compensation Kelly Young, President and Chief Executive Officer of the Company and President and Chief Executive Officer of Acadian LLC: The Company and Acadian LLC entered into an Amended and Restated employment agreement with Ms. Young in connection with her appointment as the Company’s President and Chief Executive Officer and her continued service as Chief Executive Officer of Acadian LLC. Ms. Young had a target annual incentive of $8,350,000 for 2025 under her Amended and Restated Employment agreement. The amount of the target incentive award will be reviewed annually. Ms. Young’s actual incentive award was informed by her scorecard outcome described above, and subject to the Compensation Committee’s discretionary assessment of the Company’s overall performance, Ms. Young’s individual performance, competitive market data and other related factors. Based on the Compensation Committee’s holistic assessment and its informed judgment, and after reviewing Ms. Young’s superior results against her performance scorecard and the Company’s exceptional performance, it approved an annual incentive award of $10,200,000 for Ms. Young. Fifty percent (50%) of this total annual incentive award was paid in cash and fifty percent (50%) was awarded in unvested time-based and performance-based RSUs granted on February 13, 2026. The time-based RSUs will vest ratably over three years from the date of grant. Fifty percent (50%) of the performance-vested RSUs will vest between 0-200% of target subject to the Company’s relative total shareholder return (“TSR”) measured against a defined peer group, and the remaining fifty percent (50%) of the performance-vested RSUs will vest between 0-200% of target, based on the Company’s achievement of Net Client Cash Flow goals set by the Committee at the beginning of the performance period. Under SEC rules, the RSU awards will be reported in the Stock Awards column of the 2026 Summary Compensation Table. 7 Net Client Cash Flows represents gross client inflows and reinvested income and distributions, less gross client outflows. 8 Adjusted EBITDA is defined as economic net income before interest, income taxes, depreciation and amortization. See Appendix B for 2025 GAAP Net Income to Adjusted EBITDA reconciliation and why such non-GAAP financial measures may be useful to investors. 9 See Appendix B for 2025 GAAP EPS to ENI EPS reconciliation and discussion of why such non-GAAP financial measures may be useful to investors. Scott Hynes, Chief Financial Officer: Mr. Hynes was eligible to receive annual incentive compensation in an amount and form determined based on the Compensation Committee’s discretionary assessment of the Company’s overall financial performance, Mr. Hynes’ individual performance, competitive market data and other related factors. For 2025, Mr. Hynes’ incentive compensation was prorated from May 19, 2025, the date he joined the Company. Following its holistic and rigorous assessment of these factors, including Mr. Hynes’ strong performance related to oversight and management of the Company’s financial reporting and investor relations functions following the commencement of his employment, including leading the debt refinancing process that optimized the Company’s capital structure, and after taking into account the proration described above, the Compensation Committee awarded Mr. Hynes incentive compensation in respect of 2025 performance of $723,693. Sixty-five percent (65%) of this total annual incentive award was paid in cash and thirty-five percent (35%) was awarded in unvested time-based RSUs granted on February 13, 2026 (which will be reported in the Stock Awards column of the 2026 Summary Compensation Table). The split between the cash payment and the time-based RSUs was based on the deferral schedule determined by the Compensation Committee, as described below. Richard Hart, Chief Legal and Administrative Officer: Mr. Hart, previously our Chief Legal Officer, assumed an expanded role effective January 1, 2025 as Chief Legal and Administrative Officer. Mr. Hart was eligible to receive annual incentive compensation in an amount and form that is determined based on the Compensation Committee’s discretionary assessment of the Company’s overall financial performance, Mr. Hart’s individual performance, competitive market data and other related factors.
Incentive Awards
Following its holistic and rigorous assessment of these factors, including Mr. Hart’s strong performance related to oversight and management of all aspects of our Company’s public company operations, the Compensation Committee awarded Mr. Hart 2025 total annual incentive compensation in respect of 2025 performance of $2,500,000. Fifty-five percent (55%) of this total annual incentive award was paid in cash and forty-five percent (45%) was awarded in unvested time-based RSUs granted on February 13, 2026 (which will be reported in the Stock Awards column of the 2026 Summary Compensation Table). The split between the cash payment and the time-based RSUs was based on the deferral schedule determined by the Compensation Committee, as described below. The amount included in the Stock Awards column of the 2025 Summary Compensation Table for Mr. Hart reflects the RSUs granted to Mr. Hart in February 2025 for the 2024 performance year. Christina Wiater, Chief Accounting Officer: Ms. Wiater also served as principal financial officer until May 2025. Ms. Wiater has a target annual incentive of $700,000 under her employment agreement. Her actual incentive award was subject to the Compensation Committee’s discretionary assessment of the Company’s overall performance, Ms. Wiater’s individual performance, competitive market data and other related factors. After its holistic and rigorous assessment of these factors, the Compensation Committee awarded Ms. Wiater 2025 total annual incentive compensation of $784,000. Sixty-four percent (64%) of this total annual incentive was paid in cash and thirty-six percent (36%) was awarded in unvested time-based RSUs granted on February 13, 2026. Ms. Wiater’s total annual incentive was awarded above target due to the Company’s superior performance and her strong performance, including, but not limited to, her oversight for all aspects of our Company’s financial reporting and corporate tax functions. The split between the cash payment and the time-based RSUs was based on the deferral schedule determined by the Compensation Committee as described below. The amount included in the Stock Awards column of the 2025 Summary Compensation Table for Ms. Wiater reflects the RSUs granted to Ms. Wiater in February 2025 for the 2024 performance year. The Compensation Committee considered our executive compensation program objectives, as described above, when determining the deferral schedule for 2025’s annual incentive compensation, including aligning the interests of our NEOs with those of our stockholders and remaining competitive with our peers for the attraction and retention of high caliber talent. The deferral schedule for annual incentive compensation is as follows: •For the CEO: ◦50% of the annual incentive was paid in cash, ◦25% was granted in the form of time-based RSUs, ◦12.5% was granted in the form of performance-based RSUs that vest between 0-200% of target at the end of three years subject to the Company’s relative TSR performance against a defined peer group. In the event of a negative TSR over the three-year period, the payout is capped at 100% of target regardless of relative performance against the peer group. The defined peer group of 12 public companies is as follows: • Affiliated Managers Group, Inc. • Artisan Partners Asset Management Inc. • BlackRock, Inc. • Cohen & Steers • Federated Hermes, Inc. • Franklin Resources, Inc. • Invesco Ltd. • Janus Henderson Group, plc • T. Rowe Price Group, Inc. • Victory Capital Holdings, Inc. • Virtus Investment Partners, Inc. • WisdomTree, Inc. ◦The remaining 12.5% of the annual incentive was granted in the form of performance-based RSUs that vest between 0-200% of target at the end of three years, subject to net client cash flow goals set by the Compensation Committee at the beginning of the performance period. •For the remaining NEOs: •The first $100,000 of the total incentive was paid in cash, •the next tier of incentive from $100,001 to $200,000 was paid 65% in cash and 35% in RSUs, •the next tier of the total incentive from $200,001 to $500,000 was paid 60% in cash and 40% in RSUs, •for incentives over $500,000, the tier from $500,001 to $1,000,000 was split 55% cash and 45% RSUs, and •the tier for incentives in excess of $1,000,000 was split evenly between cash and RSUs. The number of RSUs granted was determined by dividing the dollar value of the RSU portion of annual incentive compensation by the closing price of a share of our Common Stock on the date immediately prior to the date of grant. Time-vested RSUs vest ratably over three years, generally subject to continued employment with us. Any dividends payable with respect to Common Stock underlying the RSUs will be subject to the same vesting conditions as the RSUs to which the dividends relate. The following table shows the NEO base salaries, and total incentive awards for 2025 that were awarded and approved by the Compensation Committee, with performance-based equity awards shown at target. This table differs from the Summary Compensation Table as it reflects equity awards that were awarded in February of 2026 for performance in 2025. By comparison, the Summary Compensation Table reflects equity awards granted in 2025 for performance in 2024. The Summary Compensation Table also includes additional amounts received by Ms. Young solely for her prior service to Acadian LLC as described above.
Incentive Awards
| | Kelly Young | Scott Hynes2 | Richard Hart | Christina Wiater | | Base Salary | $650,000 | $450,000 | $500,000 | $425,000 | | Incentive Awards: | | | | | | Cash Incentive | $5,100,000 | $468,031 | $1,370,000 | $501,200 | | Time-Based RSUs | $2,550,000 | $255,662 | $1,130,000 | $282,800 | | Performance-Based RSUs1 | $2,550,000 | $— | $— | $— | | Total Incentive Awards | $10,200,000 | $723,693 | $2,500,000 | $784,000 | | 2025 Total Compensation | $10,850,000 | $1,173,693 | $3,000,000 | $1,209,000 |
Incentive Awards
(1) 50% of the Performance-Based RSUs are subject to the Company’s relative TSR performance against the defined peer group noted above and 50% is subject to the Company’s achievement of net client cash flow goals. Awards vest between 0-200% of target on February 13, 2029, generally subject to continued employment. (2) Mr. Hynes joined the Company May 19, 2025 as Chief Financial Officer. His 2025 incentive compensation was prorated from when he joined the Company.
Compensation Related to Officer Appointments
Compensation Related to Officer Appointments Kelly Young, Chief Executive Officer: Ms. Young’s compensation for her dual role consists of an annual base salary of $650,000, and she is eligible to receive an annual incentive based on a target amount determined annually by the Compensation Committee. The incentive amount ultimately awarded to Ms. Young is determined by the Compensation Committee utilizing a pre-determined, performance-based scorecard with both quantitative and qualitative metrics. •Historical Compensation of Ms. Young and Additional Alignment with our Stockholders: Prior to the appointment to her dual position with both the Company and Acadian LLC, Ms. Young participated solely in the Acadian LLC compensation plans. A portion of the Acadian LLC compensation framework consists of elements that are designed to promote retention (deferred cash compensation that may generally only be received if the individual continues service) and alignment with our stockholders (profits interests in Acadian LLC that increase in value as earnings increase). Although Ms. Young will no longer receive new benefits under either of these Acadian LLC programs, she will retain all deferred compensation and profits interests she previously received, and there will be amounts paid out in future years that are related to these previous grants. The Compensation Committee believes that the elements of such compensation remain consistent with the goals of the Company’s compensation program and further aligns Ms. Young’s overall compensation with long-term increases in value for our stockholders. •Disclosure of Historical Acadian LLC Compensation: In accordance with SEC rules, amounts paid to Ms. Young related to previously granted awards will be reported in the compensation tables appearing in this (and future) proxy statements. As a result, the compensation reported for Ms. Young in the Summary Compensation Table for 2025 reflects amounts of previously earned deferred cash compensation and profits interest distributions that are attributable to prior service with Acadian LLC that was received in 2025; however it does not reflect compensation decisions made with respect to her service as President and Chief Executive Officer of the Company in 2025. These legacy amounts that are paid out and reported are separate from amounts awarded by the Compensation Committee in connection with her service as President and Chief Executive Officer of the Company. Scott Hynes, Chief Financial Officer: Mr. Hynes’ compensation consists of an annual base salary of $450,000, and a discretionary annual incentive opportunity based on company and individual performance.
Severance Benefits
Severance Benefits Our NEOs are entitled to certain benefits in the event of the termination of their employment under specified circumstances. Please refer to “Employment Contracts—Termination Provisions” for a more detailed discussion of these benefits. We have provided estimates of the value of the severance payments and other benefits that would have been made or provided to our NEOs under various termination circumstances under the caption “Payments Upon Termination of Employment, Death and Disability” below. We believe that providing these benefits helps us compete for executive talent and that our severance benefits are generally in line with competitive market practice.
Employee Benefit Programs
Employee Benefit Programs Our NEOs receive the same health and welfare benefits as our other employees and are eligible to participate in the Company’s Profit Sharing & 401(k) Plan. We provide the Profit Sharing and 401(k) Plan for all employees and contribute a percentage of compensation to this plan on a discretionary basis, subject to regulatory limits (for 2025, the contribution amount was 10% of eligible compensation as defined by the terms of the plan). In addition, we maintain two non-qualified deferred compensation plans, the Deferred Compensation Plan and the Voluntary Deferral Plan, to provide additional retirement planning flexibility for select employees. The Deferred Compensation Plan allows the Company to make contributions to eligible employees’ accounts up to a maximum annual contribution of $50,000 per participant (such limit is an aggregate limit covering Company contributions to both the Profit Sharing and 401(k) Plan and the Deferred Compensation Plan and applies regardless of whether the eligible employee contributes to either plan). Company contributions to the Profit Sharing and 401(k) Plan and the Deferred Compensation Plan vest ratably over five years. Upon termination of a participant’s employment without cause or for good reason, any unvested Company contributions to either plan vest in full. The Voluntary Deferral Plan allows eligible employees to defer a portion of their compensation on a tax-deferred basis and does not include any employer contributions. Our NEOs are eligible to receive limited perquisites, which may include executive parking, representing a de minimis portion of each executive’s total compensation.
Comparator Group
Comparator Group We believe that ensuring that our compensation levels are competitive with the market for high-caliber talent in our industry is an important tool for attracting and retaining executives. The Compensation Committee uses the compensation levels of companies in our comparator group as a reference and guide in making total compensation decisions. In selecting the companies in our comparator group the Compensation Committee considered, with input from the Human Capital Practice at Aon plc (“Aon”), the Compensation Committee’s independent compensation consultant, the following factors: business structure, assets under management, revenue, and public company status. The comparator group is evaluated by the Compensation Committee on an annual basis and may change over time based upon the availability of peer data and the future characteristics of our business compared to peer companies, which includes both publicly traded and privately held asset management companies. The comparator group, which was updated in 2025 and used for reference for 2025 compensation decisions, included the following 16 public and private companies (for publicly traded companies the stock exchange symbol is provided):
Comparator Group
| American Century Investments | Loomis, Sayles & Company | | Artisan Partners Asset Management, Inc. (Symbol: APAM) | Resolute Investment Management | | Barings | TCW LLC1 | | Cohen & Steers, Inc. (Symbol: CNS) | Voya Investment Management1 | | Conning Holdings Limited | Victory Capital Holding, Inc. (Symbol: VCTR) | | First Eagle Investment Management | Virtus Investment Partners, Inc. (Symbol: VRTS) | | Janus Henderson Group plc (Symbol: JHG)1 | William Blair & Company | | Lazard Asset Management | WisdomTree Inc. (Symbol: WT) |
Comparator Group
1Added to the comparator group in 2025.
Compensation Consultant
Compensation Consultant Aon served as the independent compensation consultant to the Compensation Committee in 2025. Aon advised the Compensation Committee on a number of compensation matters, including market data and analysis, comparator group review, CEO appointment matters, and governance. A representative from Aon attended Compensation Committee meetings, including executive sessions, as well as informal meetings, in each case as requested by the Compensation Committee, and communicated with the Chair between meetings to prepare for Compensation Committee meetings. During 2025, fees paid to Aon for compensation consulting services for the Committee totaled $30,492, fees for additional compensation benchmarking surveys (provided to the Company or its affiliates) were $75,775. Additionally, fees paid to Aon Plc for insurance brokerage services provided to the Company or its affiliates totaled $248,079. These non-compensation related fees primarily represented insurance brokerage commissions indirectly borne by the Company and the Compensation Committee determined these services did not impair Aon’s independence. The Compensation Committee assesses the independence of Aon annually and in 2025 concluded that Aon did not have any conflicts of interest with respect to its engagement by the Compensation Committee and was independent. In assessing Aon’s independence, the Compensation Committee considered the following factors: •Other services provided by Aon to the Company; •Aggregate fees paid by the Company to Aon and fees as a percentage of the total revenue of Aon; •Aon’s policies and procedures designed to prevent conflicts of interest; •Any business or personal relationship between Aon and any member of the Compensation Committee or any executive officer of the Company; and •Whether Aon, or any individual advising the Compensation Committee, holds any shares of the Company’s stock.
Risk Mitigators
Risk Mitigators The Company has the following policies designed to promote good corporate governance and to mitigate risk: •Clawback policies •Stock ownership guidelines •Prohibitions on hedging and pledging Clawback Policies Our executive officers are subject to two clawback policies that address incentive compensation recoupment. The initial policy was instituted by the Compensation Committee for all executive officers for incentives awarded beginning in 2017 (“2017 Clawback Policy”) and the second policy was instituted in 2023 in compliance with SEC Rule 10D-1 and NYSE listing standards (“Rule 10D-1 Clawback Policy”). The Compensation Committee maintains both policies to provide robust clawback protection over incentive compensation awarded to our executive officers. The 2017 Clawback Policy has four prongs pursuant to which the Compensation Committee can consider a clawback of executive officer compensation, including time-based and performance-based equity grants, that were paid, granted or vested in the three years prior to the applicable triggering event. The four prongs include: •Financial statement restatement due to material noncompliance with financial reporting requirements of the SEC; •Improper conduct resulting in significant adverse reputational or economic impact to the Company; •Conduct constituting cause under the Company’s equity plan; or •Violation of risk policies that result in a material impact to the Company. The Rule 10D-1 Clawback Policy, effective October 2, 2023, was adopted pursuant to NYSE listing standards and the SEC rules implementing the applicable provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Rule 10D-1 Clawback Policy provides for the recovery of erroneously awarded incentive compensation, including time-based and performance-based equity grants that are granted or vest solely or in part based on satisfaction of a financial performance goal, received by a current or former executive officer in the event of an accounting restatement due to material noncompliance with any financial reporting requirement under applicable securities laws. Stock Ownership Guidelines Our CEO and other NEOs are subject to shareholding requirements of at least 500% of base salary and 300% of base salary, respectively. Under the terms of our guidelines, unvested performance-based shares or units awarded under the Company’s Equity Incentive Plan, are excluded from this calculation in determining compliance with the guidelines. Until this shareholding requirement is met, each NEO is required to retain 50% of his or her net gain shares (i.e., shares remaining after shares sold to pay taxes) received upon vesting or exercise of equity awards. Each of our NEOs is currently in compliance with these guidelines. Prohibitions on Hedging and Pledging Our policies prohibit all of our officers, including our NEOs, from (i) entering into any hedging arrangements involving our stock, (ii) engaging in short sales or any other transaction which would result in short exposure to our stock, and (iii) pledging our stock as collateral.
Other Policies and Practices
Other Policies and Practices Insider Trading Policy The Company has adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of Acadian’s securities by our directors, officers and employees, as well as certain other covered persons, which we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of our policy on insider trading is filed as Exhibit 19 to the Annual Report on Form 10-K filed on February 27, 2026. Equity Awards and Material Non-Public Information The Compensation Committee does not schedule equity award grant dates in anticipation of the release of material non-public information, and the Company does not have any plans, programs or practices of timing the release of material non-public information in order to affect the value of executive compensation. Impact of Tax and Accounting Policies When the Compensation Committee determines NEO compensation, it considers all factors that may have an impact on our financial performance, including accounting rules and the tax consequences of the compensation awarded to the NEOs. While the Compensation Committee considers the accounting treatment and tax deductibility of awards, it is not a material factor of our executive compensation program, and the Compensation Committee retains the flexibility to award compensation that it believes to be in the best long-term interest of our stockholders.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth information concerning the compensation awarded to, earned by, or paid to our NEOs during the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively (or such shorter period of the NEO’s service to the Company).
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | All Other Compensation (3) | Total | | Kelly Young | 2025 | $650,000 | $9,066,667 | $— | $802,561 | $10,519,228 | | President and Chief | | | | | | | | Executive Officer | | | | | | | | Scott Hynes | 2025 | $276,923 | $468,031 | $— | $27,692 | $772,646 | | Senior Vice President and Chief Financial Officer effective 5/19/2025 | | | | | | | | Richard Hart | 2025 | $500,000 | $1,370,000 | $442,502 | $50,000 | $2,362,502 | | Executive Vice President and Chief Legal and Administrative Officer | 2024 | $500,000 | $682,500 | $335,017 | $50,000 | $1,567,517 | | | 2023 | $500,000 | $565,000 | $335,017 | $50,000 | $1,450,017 | | Christina Wiater | 2025 | $425,000 | $501,200 | $308,021 | $50,000 | $1,284,221 | | Senior Vice President and Principal Financial and Accounting Officer through 5/19/2025 | 2024 | $425,000 | $532,000 | $245,005 | $50,000 | $1,252,005 | | | 2023 | $425,000 | $455,000 | $105,006 | $50,000 | $1,035,006 |
2025 Summary Compensation Table
(1) The amount reported in the Bonus column reflects the cash portion of the executive officer’s discretionary award under the Company’s annual incentive plan. For Ms. Young the amount includes (a) the discretionary cash award for 2025 of $5,100,000 awarded by the Company and (b) payments under the Acadian LLC deferred cash bonus plan related to Ms. Young’s prior service to Acadian LLC. For 2025, such amount includes (i) $900,000 of a deferred cash award granted in calendar year 2023 and based on 2022 performance, and (ii) $1,166,667 of a deferred cash bonus award granted in calendar year 2024 and based on 2023 performance, and (iii) $1,900,000 of a deferred cash bonus award granted in calendar year 2025 and based on the performance during 2024. (2) The equity portion of Ms. Wiater and Mr. Hart’s 2024 award is reflected in the 2025 Stock Awards column and the equity portion of the 2025 awards for each of the NEOs will be reflected in next year’s summary compensation table. The amounts in the Stock Awards column reflect the grant date fair value of awards of RSUs determined pursuant to FASB ASC Topic 718, Compensation - Stock Compensation (“ASC 718”), disregarding the impact of estimated forfeitures. The assumptions used to value the RSUs for this purpose are set forth in Note 18 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year-ended December 31, 2025. The grant date fair value of time-based RSUs is calculated by multiplying the closing market price of our Common Stock on the day immediately prior to the date of grant by the number of shares of Common Stock subject to the RSU award. The RSU grants reflected in the 2025 Stock Awards column for Ms. Wiater and Mr. Hart were made on February 14, 2025 in respect of awards earned pursuant to our incentive plan for the 2024 performance year. The RSUs, which were granted pursuant to the Company’s Equity Incentive Plan, vest ratably over three years, on each anniversary of the date of grant, generally subject to the executive officer’s continued employment through the applicable vesting date. (3) The amounts reported in the All Other Compensation column for Ms. Young includes (i) distributions of $752,561 in respect of profits interests in Acadian LLC held by Ms. Young and (ii) a $35,000 contribution by Acadian LLC to the Company’s Profit Sharing & 401(k) Plan, and (iii) a $15,000 contribution by the Company to its Deferred Compensation Plan. The amount for Mr. Hynes is the amount of the contribution by the Company under its Profit Sharing & 401(k) Plan. The amounts for Mr. Hart and Ms. Wiater represent the sum of contributions by the Company under its Profit Sharing & 401(k) Plan ($35,000) and its Deferred Compensation Plan ($15,000).
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table sets forth information regarding plan-based awards made to each NEO during the 2025 fiscal year.
2025 Grants of Plan-Based Awards
| Name | Grant Date | Approval or Action Date, if different | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Kelly Young(1) | — | — | — | $— | | Scott Hynes(1) | — | — | — | $— | | Richard Hart(2) | 2/14/2025 | 1/9/2025 | 17,265 | $442,502 | | Christina Wiater(2) | 2/14/2025 | 1/9/2025 | 12,018 | $308,021 |
2025 Grants of Plan-Based Awards
(1)Ms. Young received her first grant of RSUs in February of 2026 and such grant will be reported in the 2026 Summary Compensation Table. Mr. Hynes received his first grant of RSUs in February of 2026 and such grant will be reported in the 2026 Summary Compensation Table. In addition, Ms. Young holds significant profits interests in Acadian LLC, which provides further alignment with long-term increases in value for our stockholders. (2)The amount represents the time-based RSUs granted under the Company’s Equity Incentive Plan related to performance in 2024. The grant date fair value of the RSUs was determined pursuant to ASC 718 by multiplying the number of shares by $25.63, the closing price of a share of Common Stock on February 13, 2025, the day prior to the date of grant.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The compensation reported in the Summary Compensation Table and the Grants of Plan-Based Awards table are awarded pursuant to the terms of the following employment agreements: a) Kelly Young. On September 30, 2024, the Company and Acadian LLC entered into an Amended and Restated Employment Agreement with Ms. Young in connection with the appointment of Ms. Young as the Company’s President and Chief Executive Officer (effective January 1, 2025) and the continued service of Ms. Young as the Chief Executive Officer of Acadian LLC. Pursuant to such Amended and Restated Employment Agreement, Ms. Young’s compensation for her dual role consists of an annual base salary of $650,000, and eligibility to receive a discretionary annual bonus based on a target bonus amount. The target bonus amount for 2025 was $8.35 million and the actual bonus amount may exceed or be less than the target bonus amount. The determination of the annual bonus and the allocation of such amount between currently paid in cash and deferred compensation, including equity of the Company, is determined by the Board or the Compensation Committee in its sole discretion. b) Richard Hart. On April 15, 2020, the Company entered into an employment agreement with Mr. Hart that provides for an annual base salary of $500,000 and participation in the Company’s annual discretionary incentive plan with no set target value, payable in cash and equity subject to individual and Company performance, at the discretion of the Compensation Committee. c) Christina Wiater. On May 4, 2023, the Company entered into an employment agreement with Christina Wiater (the “Wiater Employment Agreement”) that provides for an annual base salary and participation in the Company’s discretionary annual incentive plan with a target annual bonus of $700,000 payable in cash and equity, subject to individual and Company performance, at the discretion of the Compensation Committee.
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End
| | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) (4) | | Kelly Young | ---(1) | --- | --- | | Scott Hynes | --- | --- | --- | | Richard Hart | 2/14/2025(2) | 17,265 | $811,455 | | | 2/15/2024(3) | 10,466 | $491,902 | | | 2/15/2023(4) | 4,317 | $202,899 | | Christina Wiater | 2/14/2025(2) | 12,018 | $564,846 | | | 2/15/2024(3) | 7,654 | $359,738 | | | 2/15/2023(4) | 1,353 | $63,591 |
2025 Outstanding Equity Awards at Fiscal Year-End
(1)Ms. Young holds significant profits interests in Acadian LLC, which provides further alignment with long-term increases in value for our stockholders. (2)The RSUs vest in one-third increments over a three-year period on each of February 14, 2026, February 15, 2027 and February 15, 2028, generally subject to continued employment. (3)The RSUs vest in one-third increments over a three-year period on each of February 15, 2025, February 15, 2026 and February 15, 2027, generally subject to continued employment. (4)The RSUs vest in one-third increments over a three-year period on each of February 15, 2024, February 15, 2025 and February 15, 2026, generally subject to continued employment. (5)Market value was determined by multiplying the number of shares of Common Stock by $47.00, the closing price of a share of Common Stock on December 31, 2025.
2025 Options Exercised and Stock Vested
2025 Options Exercised and Stock Vested The following table shows the stock awards held by our NEOs that vested during the 2025 fiscal year.
2025 Options Exercised and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) ($) | | Kelly Young | — | $— | | Scott Hynes | — | | | Richard Hart | 16,124 | $414,226 | | Christina Wiater | 5,180 | $133,074 |
2025 Options Exercised and Stock Vested
(1)The value realized upon vesting of RSUs is calculated by multiplying the fair market value of a share of Common Stock on the vesting date (the closing price on the business day prior to the vesting date) by the number of shares vested.
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation The following table provides information on the NEOs’ participation in the Voluntary Deferral Plan (“VDP”) and the Deferred Compensation Plan (“DCP”). The VDP allows eligible employees to elect to defer a portion of their salary and annual incentive on a voluntary basis. Eligible employees elect the time and form of distribution from the VDP at the time of enrollment. Distributions may be made during employment or at the time of termination or retirement as defined by the terms of the VDP, subject to applicable tax law. Under the DCP, the Company may provide additional contributions to employees whose profit sharing contributions were limited under the Company’s tax-qualified plan. DCP accounts are distributed at the time of termination of employment, subject to applicable tax law. Earnings on VDP and DCP balances are calculated based on the employee-directed investment vehicles, which do not provide for above-market interest. For 2025, the Company contribution under the DCP was at the same rate of contribution as the contribution to the Profit Sharing & 401(k) Plan (10% of eligible compensation for 2025), subject to an aggregate contribution limit of $50,000.
2025 Nonqualified Deferred Compensation
| Name | Plan | Executive Contributions in Last FY ($) | Registrant Contribution in Last FY ($)(1) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions in Last FY ($) | Aggregate Balance at end of Last FYE ($) | | Kelly Young | Voluntary Deferral Plan | $— | $— | $— | $— | $— | | | Deferred Compensation Plan | $— | $15,000 | $— | $— | $— | | Scott Hynes | Voluntary Deferral Plan | $— | $— | $— | $— | $— | | | Deferred Compensation Plan | $— | $— | $— | $— | $— | | Richard Hart | Voluntary Deferral Plan | $— | $— | $— | $— | $— | | | Deferred Compensation Plan | $— | $15,000 | $34,323 | $— | $343,795 | | Christina Wiater | Voluntary Deferral Plan | $— | $— | $— | $— | $— | | | Deferred Compensation Plan | $— | $15,000 | $15,897 | $— | $127,322 |
2025 Nonqualified Deferred Compensation
(1)All Company contributions are included in the “All Other Compensation” column of the 2025 Summary Compensation Tables.
Payments Upon Termination of Employment, Death and Disability
Payments Upon Termination of Employment, Death and Disability The following tables detail payments upon termination by the Company without cause, for good reason by the employee, or due to death or disability as of December 31, 2025 for each of the NEOs:
Payments Upon Termination of Employment, Death and Disability
| | Termination Without Cause or for Good Reason | | | | | | | Salary | COBRA Benefits | Bonus | Accelerated Vesting | Total | | Kelly Young (1) | $1,300,000 | $36,958 | $6,533,333 | $— | $7,870,291 | | Scott Hynes | $450,000 | $36,473 | $— | $— | $486,473 | | Richard Hart (2) | $500,000 | $31,809 | $1,125,000 | $1,506,256 | $3,163,065 | | Christina Wiater (3) | $425,000 | $31,809 | $840,000 | $988,175 | $2,284,984 |
Payments Upon Termination of Employment, Death and Disability
(1) For Ms. Young, detail of payments above assumes a termination from both the Company and Acadian LLC. Salary represents salary continuation for a period equal to 24 months (actual salary payment would range between 18-24 months), as determined in accordance with the Young Employment Agreement. The bonus represents two times the average amount of cash bonuses for the last three fiscal years (actual bonus would range between one and two times the average cash bonus for the last three years) as defined by the Young Employment Agreement. Any accrued, unused vacation would be paid as required under applicable law. (2) The value of accelerated vesting for Mr. Hart’s 32,048 unvested RSUs was based on the closing price of a share of Common Stock on December 31, 2025 ($47.00). Mr. Hart’s bonus represents his prior year bonus. Mr. Hart would also receive a cash bonus for the year in which the termination occurs equal to his most recently paid annual bonus prorated to reflect the number of days worked during the year. Any accrued, unused vacation would be paid as required under applicable law. (3) The value of accelerated vesting for Ms. Wiater’s 21,025 unvested RSUs was based on the closing price of a share of Common Stock on December 31, 2025 ($47.00). Ms. Wiater’s bonus represents her prior year bonus as set forth in the Wiater Employment Agreement. Ms. Wiater would also receive a cash bonus for the year in which the termination occurs equal to the greater of (a) her most recently paid annual bonus and (b) $700,000, in each case prorated to reflect the number of days worked during the year. Any accrued, unused vacation would be paid as required under applicable law.
Payments Upon Termination of Employment, Death and Disability
| | Termination upon Death | | | | | | Salary | Bonus | Accelerated Vesting | Total | | Kelly Young | $325,000 | $3,266,666 | $— | $3,591,666 | | Scott Hynes | $— | $— | $— | $— | | Richard Hart (1) | $— | $— | $1,506,256 | $1,506,256 | | Christina Wiater (2) | $— | $— | $988,175 | $988,175 |
Payments Upon Termination of Employment, Death and Disability
(1) The value of accelerated vesting for Mr. Hart’s 32,048 unvested RSUs was based on the closing price of a share of Common Stock on December 31, 2025 ($47.00). Salary continuation or bonus compensation may be paid at the discretion of the Compensation Committee. (2) The value of accelerated vesting for Ms. Wiater’s 21,025 unvested RSUs was based on the closing price of a share of Common Stock on December 31, 2025 ($47.00). Salary continuation or bonus compensation may be paid at the discretion of the Compensation Committee.
Payments Upon Termination of Employment, Death and Disability
| | Termination upon Disability | | | | | | | Salary | COBRA Benefits | Bonus | Accelerated Vesting | Total | | Kelly Young | $325,000 | $— | $3,266,666 | $— | $3,591,666 | | Scott Hynes | $— | $36,473 | $— | $— | $36,473 | | Richard Hart (1) | $— | $31,809 | $— | $1,506,256 | $1,538,065 | | Christina Wiater (2) | $— | $31,809 | $— | $988,175 | $1,019,984 |
Payments Upon Termination of Employment, Death and Disability
(1) The value of accelerated vesting for Mr. Hart’s 32,048 unvested RSUs was based on the closing price of a share of Common Stock on December 31, 2025 ($47.00). Salary continuation or bonus compensation may be paid at the discretion of the Compensation Committee. (2) The value of accelerated vesting for Ms. Wiater’s 21,025 unvested RSUs was based on the closing price of a share of Common Stock on December 31, 2025 ($47.00). Salary continuation or bonus compensation may be paid at the discretion of the Compensation Committee.
CEO Pay Ratio
CEO Pay Ratio We are providing the following information about the relationship of the median annual total compensation of our employees, other than our CEO, and the annual total compensation of our CEO, Ms. Young: For 2025, our last completed fiscal year: •the median of the annual total compensation of all employees of our Company (other than our CEO) was $293,203; and •the total compensation of our CEO was $10,519,228. Based on this information for 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was approximately 36:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. To identify our median employee, we first determined our employee population as of December 31, 2025 (the “Determination Date”). We had 395 full-time, part-time, seasonal and temporary employees (including employees of our remaining affiliate) as of the Determination Date. This number does not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. We ranked total annual compensation of the employee population using W-2 taxable income, inclusive of pre-tax deferrals, for the period beginning January 1, 2025 and ending December 31, 2025. An equivalent annual income amount was used for employees outside the United States. Once we identified our median employee, we then determined that employee’s total compensation, including any perquisites and other benefits, in the same manner that we determine total compensation of our CEO for the purposes of the Summary Compensation Table disclosed above.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table (SCT) Total for First PEO(1) | Summary Compensation Table (SCT) Total for Second PEO(1) | Compensation actually paid to First PEO(1)(2)(3) | Compensation actually paid to Second PEO(1)(2)(3) | Average SCT Total for non-PEO NEOs1 | Average Compensation actually paid to non-PEO NEOs(1)(2)(3) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ millions) | ENI EPS(5) | | | | | | | | | TSR | Peer Group TSR | | | | 2025 | $— | $10,504,228 | $— | $10,504,228 | $1,473,123 | $1,841,641 | $246 | $203 | $106.6 | $3.25 | | 2024 | $792,500 | $— | $792,500 | $— | $1,409,761 | $1,561,365 | $138 | $177 | $86.8 | $2.76 | | 2023 | $700,000 | $— | $809,897 | $— | $1,242,512 | $1,091,027 | $100 | $135 | $67.1 | $1.78 | | 2022 | $700,000 | $— | $(6,979,464) | $— | $1,345,000 | $197,014 | $107 | $121 | $100.6 | $1.89 | | 2021 | $12,700,000 | $— | $24,330,911 | $— | $1,325,008 | $2,407,172 | $133 | $135 | $896.4 | $1.47 |
Pay Versus Performance Disclosure
(1)Suren Rana (“First PEO”) was our PEO until December 31, 2024. Kelly Young (“Second PEO”) has been our PEO since January 1, 2025.The individuals comprising the non-PEO NEOs for each year presented are listed below.
Pay Versus Performance Disclosure
| 2021 - 2024 | 2025 | | Richard Hart | Richard Hart | | Christina Wiater | Christina Wiater | | | Scott Hynes |
Pay Versus Performance Disclosure
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions for the PEOs and the Non-PEO NEOs set forth below. Ms. Young, our PEO for 2025 was not granted any Company stock awards during 2025 and did not hold any such awards as of December 31, 2025 and therefore the exclusions and inclusions set forth below were not applicable. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $1,473,123 | $(250,174) | $618,692 | $1,841,641 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | $459,158 | $164,150 | $— | $(4,616) | $— | $— | $618,692 |
Pay Versus Performance Disclosure
(4)The Peer Group TSR shown in this table utilizes the S&P 500 Financial Index Sector (the “Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report, for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)Net income is as reported in the Company’s Form 10-K for the relevant year. (6)We determined ENI EPS to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and other NEOs in 2025. ENI EPS is a non-GAAP financial measure. See Appendix B for 2025 GAAP EPS to ENI EPS reconciliation and discussion of why such non-GAAP financial measures may be useful to investors.
Relationship Between PEO and Non-PEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”), and Peer Group TSR
Relationship Between PEO and Non-PEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”), and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years assuming $100 was invested on December 31, 2020, and the Peer Group’s TSR over the five most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and ENI EPS
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and ENI EPS The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our ENI EPS during the five most recently completed fiscal years.
2025 Director Compensation
2025 Director Compensation Director compensation includes both cash payments and equity granted in the form of time-based RSUs. RSUs granted to our non-employee directors vest on the earlier of the one-year anniversary of the date of grant or the date of the next year’s annual meeting of stockholders, subject to the director’s continued service through the vesting date. The following table details the fees paid to our non-employee directors for their service during fiscal 2025, with equity compensation expressed as the grant date fair value of the award determined in accordance with FASB ASC Topic 718:
2025 Director Compensation
| | 2025 | | | Role(1) | Cash | Equity | | Board Chair (paid only if Board Chair is not an employee of the Company) | $175,000 | $175,000 | | Board Fee (2) | $90,000 | $100,000 | | Chair of the Audit Committee | $25,000 | $— | | Member of the Audit Committee | $10,000 | $— | | Chair of the Compensation Committee | $15,000 | $— | | Member of the Compensation Committee | $5,000 | $— | | Chair of the Nominating and Corporate Governance Committee | $10,000 | $— | | Member of the Nominating and Corporate Governance Committee | $5,000 | $— |
2025 Director Compensation
(1) Non-Employee Directors that are appointed and compensated by a stockholder receive no separate compensation for their roles on the Board. In addition, the Company does not pay any director compensation to individuals who are also employees of the Company for their service as directors. (2) The Lead Independent Director receives an additional fee of $13,500. The following table sets forth information concerning the compensation awarded to, earned by, or paid to our non-employee directors during the fiscal year ended December 31, 2025.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash (2) $ | Stock Awards (3) (4) $ | Total $ | | John Paulson | $185,000 | $175,030 | $360,030 | | Andrew Kim (1) | — | — | — | | Robert J. Chersi | $138,500 | $100,026 | $238,526 | | Barbara Trebbi | $120,000 | $100,026 | $220,026 |
2025 Director Compensation
(1) Mr. Kim, who is appointed and compensated by a stockholder, receives no separate compensation for his role as a director of the Company. (2) Fees for non-employee directors are recommended by the Nominating and Corporate Governance Committee and approved by the Board pursuant to the Non-Employee Director Compensation Policy as described above. (3) The amount in the Stock Awards column is the grant date fair value of RSUs granted to our non-employee directors, determined pursuant to ASC 718, disregarding the effects of estimated forfeitures. The assumptions used to value the RSUs for this purpose are set forth in Note 18 to our audited financials filed with our Annual Report on Form 10-K for the year-ended December 31, 2025. All of the RSUs reported in the Stock Awards column were granted under the Company’s Non-Employee Director Equity Incentive Plan. (4) The aggregate number of RSUs outstanding at fiscal year-end for each of the non-employee directors is detailed in the table below. All awards are scheduled to vest upon the earlier of the date of the 2026 Annual Meeting or May 14, 2026.
2025 Director Compensation
| Name | Number of RSUs Held at Year End | | John Paulson | 5,750 | | Robert J. Chersi | 3,286 | | Barbara Trebbi | 3,286 |
2025 Director Compensation
Stock Ownership Guidelines for our Directors Our non-employee directors, who are not employed by a stockholder, are subject to a shareholding requirement of at least 500% of the cash board fee. There is no time period for attaining this shareholding requirement but, until it is met, non-employee directors are required to retain 100% of their net gain shares (i.e., shares remaining after shares sold to pay taxes) at vesting. Each non-employee director to whom these guidelines apply is currently in compliance with these guidelines. Anti-Hedging and Anti-Pledging Policy for our Directors Our policies prohibit our non-employee directors from (i) entering into any hedging arrangements involving our stock, (ii) engaging in short sales or any other transaction which would result in short exposure to our stock, and (iii) pledging our stock as collateral.
2025 Director Compensation
| PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION |