DEF 14A of Acadian Asset Management Inc., Mar 31, 2025

DEF 14A of Acadian Asset Management Inc.

Filed Mar 31, 2025 · FY20240001748824-25-000024

Open on EDGAR

  1. 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., an investment management company 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. 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 joined Acadian Asset Management LLC in 2009 and in 2023 was appointed CEO of Acadian Asset Management LLC (“Acadian LLC”). Prior to her appointment as CEO of Acadian LLC, Kelly 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, Kelly 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. Kelly received a B.Sc. (Hons) in economics & business finance from Brunel University. She is a CFA charterholder and member of CFA Society Boston. Kelly 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.

  2. 2024 Executive Compensation Program Structure

    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, with RSUs vesting 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. Compensation Related to Leadership Transition: The Company and Acadian LLC entered into an Amended and Restated Employment Agreement with Ms. Young in connection the appointment of Ms. Young as the Company’s President and Chief Executive Officer and her continued service as the Chief Executive Officer of Acadian LLC. Pursuant to the Employment Agreement, Ms. Young’s compensation will consist of an annual base salary of $650,000, and she will be eligible to receive a discretionary annual incentive based on a target bonus amount of $8.35 million and a structured performance-based scorecard. The Compensation Committee will determine Ms. Young’s actual annual incentive based on the achievement of certain quantitative and qualitative factors. The actual incentive amount will be delivered 50% as a cash award, 25% in time-based RSUs which will vest in three equal installments on the anniversary of the grant date, 12.5% in performance-based RSUs which will cliff vest on the third anniversary of the grant date subject to relative total shareholder return, and 12.5% in performance-based RSU’s which will cliff vest on the third anniversary of the grant date, subject to the achievement of a net client cash flow goal. In connection with Ms. Young’s prior employment with Acadian LLC, Ms. Young received (i) deferred cash awards (“Previously Granted Deferred Awards”) which vest in three tranches and (ii) grants of profits interests which vest over three years and entitle Ms. Young to participate in the earnings of Acadian LLC (“Previously Granted Equity Awards”). Ms. Young will continue to vest in her Previously Granted Deferred Awards until March of 2027 and continue to receive distributions related to her Previously Granted Equity Awards but Ms. Young will not receive any new deferred cash awards or profits interests following her appointment as President and Chief Executive Officer of the Company. Mr. Rana did not receive any cash severance or benefits in connection with his departure from his position as President and Chief Executive Officer on December 31, 2024, with the exception of accrued, unused vacation as required under applicable law. 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: 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 2024, 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, for select employees including our NEOs, to provide additional retirement planning flexibility. The Deferred Compensation Plan allows the Company to make contributions to eligible employees’ accounts above statutory limits 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 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 for limited perquisites, including executive parking, which represent a de minimis portion of total compensation.

  3. 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 for 2024, which was unchanged from 2023, included the following 14 public and private companies (for publicly traded companies the stock exchange symbol is provided):

  4. Comparator Group

    | American Century Investments | Loomis, Sayles & Company | | Artisan Partners (Symbol: APAM) | Putnam Investments | | Barings | Resolute Investment Management | | Cohen & Steers (Symbol: CNS) | Victory Capital Management (Symbol: VCTR) | | Conning Holdings Limited | Virtus Investment Partners (Symbol: VRTS) | | First Eagle Investment Management | William Blair & Company | | Lazard Asset Management | WisdomTree Investments (Symbol: WT) |

  5. Compensation Consultant

    Compensation Consultant Aon served as the independent compensation consultant to the Compensation Committee in 2024. Aon advised the Compensation Committee on a number of compensation matters, including market data and analysis, comparator group review, CEO transition compensation 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. The Compensation Committee assesses the independence of Aon annually and in 2024 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 the consultant providing the services; •Aon’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 executive officer of the Company; and •Whether the consultant holds any shares of the Company’s stock.

  6. 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 NEOs are subject to two clawback policies that address incentive compensation recoupment. The initial policy was instituted by the Compensation Committee for all NEOs 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 NEOs. The 2017 Clawback Policy has four prongs pursuant to which the Compensation Committee can consider a clawback of executive officer compensation, including 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 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, option awards, both unvested or vested, as well as 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.

  7. 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 (i) our directors, officers and employees, as well as certain other covered persons and (ii) the Company, 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, 2025. 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.

  8. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  9. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) | Bonus (2) | Stock Awards (3) | All Other Compensation (4) | Total | | Suren Rana | 2024 | $655,000 | $— | $— | $137,500 | $792,500 | | President and Chief | 2023 | $650,000 | $— | $— | $50,000 | $700,000 | | Executive Officer | 2022 | $650,000 | $— | $— | $50,000 | $700,000 | | Christina Wiater | 2024 | $425,000 | $532,000 | $245,005 | $50,000 | $1,252,005 | | Senior Vice President and Principal Financial and Accounting Officer | 2023 | $425,000 | $455,000 | $105,006 | $50,000 | $1,035,006 | | | 2022 | $425,000 | $270,000 | $350,001 | $50,000 | $1,095,001 | | Richard Hart | 2024 | $500,000 | $682,500 | $335,017 | $50,000 | $1,567,517 | | Executive Vice President and Chief Legal Officer | 2023 | $500,000 | $565,000 | $335,017 | $50,000 | $1,450,017 | | | 2022 | $500,000 | $565,000 | $480,009 | $50,000 | $1,595,009 |

  10. 2024 Summary Compensation Table

    (1) The amount reported in the Salary column for Mr. Rana includes his annual base salary of $650,000 in addition to $5,000 of salary earned through December 31, 2024, the date of his cessation of employment. (2) The amount reported in the Bonus column for Ms. Wiater and Mr. Hart reflects the cash portion of the executive officer’s discretionary award under the Company’s annual incentive plan. The equity portion of Ms. Wiater and Mr. Hart’s 2023 award is reflected in the 2024 Stock Awards column and the equity portion of the 2024 awards for Ms. Wiater and Mr. Hart will be reflected in next year’s summary compensation table. (3) 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, 2024. The grant date fair value of time-based RSUs is calculated using the closing market price of our Common Stock on the day immediately prior to the date of grant. The RSU grants reflected in the 2024 Stock Awards column for Ms. Wiater and Mr. Hart were made on February 15, 2024 in respect to awards earned pursuant to our incentive plan for the 2023 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. (4) The amount reported in the All Other Compensation column, for each of Mr. Rana, Ms. Wiater and Mr. Hart in 2024 represents the sum of contributions by the Company under its Profit Sharing & 401(k) Plan ($34,500) and its Deferred Compensation Plan ($15,500). Additionally, the amount for Mr. Rana includes $87,500 for accrued vacation paid on his last day of employment.

  11. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth information regarding plan-based awards made to each NEO during the 2024 fiscal year.

  12. 2024 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 ($) | | Suren Rana | — | — | — | $— | | Christina Wiater(1) | 2/15/2024 | 12/7/2023 | 11,481 | $245,005 | | Richard Hart(1) | 2/15/2024 | 12/7/2023 | 15,699 | $335,017 |

  13. 2024 Grants of Plan-Based Awards

    (1)The amount represents the time-based RSUs granted under the Company’s Equity Incentive Plan related to performance in 2023. The grant date fair value of the RSUs was determined pursuant to ASC 718 by multiplying the number of shares by $21.34, the closing price of a share of Common Stock on February 14, 2024, the day prior to the date of grant.

  14. 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 pursuant the following employment agreements: a) Suren Rana. On January 22, 2019, the Company entered into an employment agreement with Suren Rana in connection with his appointment as the Company’s Chief Financial Officer. Mr. Rana’s employment agreement was amended and restated effective April 15, 2020 in connection with his appointment as President and Chief Executive Officer (Rana Employment Agreement). The Rana Employment Agreement provided for a one-time grant of an option to purchase 1,500,000 shares of our common stock at an exercise price of $10.00 per share, which vested in four equal annual installments beginning on December 31, 2020 and expired to the extent unexercised, on the fourth anniversary of the first vesting date. Pursuant to the terms of the Rana Employment Agreement, Mr. Rana received a fixed base salary, which was subject to annual review and adjustment by the Compensation Committee, and was not eligible to participate in our annual equity or cash incentive compensation plans during the five-year period beginning January 20, 2019. Mr. Rana was eligible to receive a cash bonus award for exceptional performance at the discretion of the Compensation Committee. Following the expiration of the term of the Rana Employment Agreement in January of 2024, Mr. Rana’s employment continued as CEO at the same base salary, without an employment contract. b) Christina Wiater. On May 4, 2023, the Company entered into an employment agreement with Christina Wiater (Wiater Employment Agreement) that provides for a fixed base salary and participation in the Company’s annual incentive plan. Under the terms of the Wiater Employment Agreement, Ms. Wiater will continue to receive an annual base salary of $425,000 and will be eligible to receive a target annual bonus of $700,000 payable in cash and equity pursuant to the Company’s standard pay practice, subject to individual and Company performance. c) Richard Hart. On April 15, 2020, the Company entered into an employment agreement with Mr. Hart that provides for a fixed base salary and participation in the Company’s annual bonus plan with no set target value, payable in cash and equity pursuant to the Company’s standard pay practice, subject to individual and Company performance.

  15. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End

  16. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Option: Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) (7) | | Suren Rana (5) | --- | --- | --- | --- | --- | --- | --- | | Christina Wiater | 2/15/2024(1) | --- | --- | --- | --- | 11,481 | $302,410 | | | 2/15/2023(2) | --- | --- | --- | --- | 2,706 | $71,276 | | Richard Hart | 2/15/2024(1) | --- | — | --- | --- | 15,699 | $413,512 | | | 2/15/2023(2) | --- | — | --- | --- | 8,634 | $227,420 | | | 2/15/2022(3) | --- | — | --- | --- | 6,574 | $173,159 |

  17. 2024 Outstanding Equity Awards at Fiscal Year-End

    (1)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. (2)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. (3)The RSUs vest in one-third increments over a three-year period on each of February 15, 2023, February 15, 2024 and February 15, 2025, generally subject to continued employment. (4)Market value was determined by multiplying the number of shares of Common Stock by $26.34, the closing price of a share of Common Stock on December 31, 2024. (5)Mr. Rana did not hold any outstanding Company equity awards as of December 31, 2024.

  18. 2024 Options Exercised and Stock Vested

    2024 Options Exercised and Stock Vested The following table shows the stock awards held by our NEOs that were exercised or vested during 2024 fiscal year.

  19. 2024 Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares acquired on Exercise (1) (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) ($) | | Suren Rana | 1,164,000 | $15,586,500 | — | $— | | Christina Wiater | — | $— | 1,353 | $29,698 | | Richard Hart | 465,000 | $8,771,250 | 11,815 | $259,339 |

  20. 2024 Options Exercised and Stock Vested

    (1)The value realized on exercise of options is the difference between the market value of the stock at the time of exercise and the exercise price. (2)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.

  21. 2024 Nonqualified Deferred Compensation

    2024 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 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 2024, 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 2024), subject to an aggregate contribution limit of $50,000.

  22. 2024 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 ($) | | Suren Rana | Voluntary Deferral Plan | $— | $— | $— | $— | $— | | | Deferred Compensation Plan | $— | $15,500 | $5,483 | $— | $111,753 | | Christina Wiater | Voluntary Deferral Plan | $— | $— | $— | $— | $— | | | Deferred Compensation Plan | $— | $15,500 | $9,186 | $— | $95,925 | | Richard Hart | Voluntary Deferral Plan | $— | $— | $— | $— | $— | | | Deferred Compensation Plan | $— | $15,500 | $27,567 | $— | $293,972 |

  23. 2024 Nonqualified Deferred Compensation

    (1)All Company contributions are included in the “All Other Compensation” column of the 2024 Summary Compensation Tables.

  24. 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, 2024 for each of the NEOs:

  25. Payments Upon Termination of Employment, Death and Disability

    | | Termination Without Cause or for Good Reason | | | | | | | Salary | COBRA Benefits | Bonus | Accelerated Vesting | Total | | Suren Rana (1) | $216,667 | $9,491 | $— | $— | $226,158 | | Christina Wiater (2) | $425,000 | $29,519 | $700,000 | $373,686 | $1,528,205 | | Richard Hart (3) | $500,000 | $29,519 | $900,000 | $814,090 | $2,243,609 |

  26. Payments Upon Termination of Employment, Death and Disability

    (1) As Mr. Rana was not covered under an employment agreement as of December 31, 2024, he was eligible for four months of salary under the Company’s severance plan and subject to Mr. Rana’s timely election of COBRA coverage, an amount equal to the portion of the premium cost incurred by the Company for four months. Mr. Rana did not receive any cash severance or benefits in connection with the cessation of his employment, with the exception of accrued, unused vacation as required under applicable law. (2) The value of accelerated vesting for Ms. Wiater’s 14,187 unvested RSUs was based on the closing price of a share of Common Stock on December 31, 2024 ($26.34). Ms. Wiater’s bonus represents her bonus target 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 pro-rated 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 Mr. Hart’s 30,907 unvested RSUs was based on the closing price of a share of Common Stock on December 31, 2024 ($26.34). 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 pro-rated to reflect the number of days worked during the year. Any accrued, unused vacation would be paid as required under applicable law.

  27. Payments Upon Termination of Employment, Death and Disability

    | | Termination upon Death or Disability | | | | | | | Death | | Disability | | | | | Accelerated Vesting | Total | Accelerated Vesting | COBRA Benefits | Total | | Suren Rana | $— | $— | $— | $9,491 | $9,491 | | Christina Wiater (1) | $373,686 | $373,686 | $373,686 | $29,519 | $403,205 | | Richard Hart (2) | $814,090 | $814,090 | $814,090 | $29,519 | $843,609 |

  28. Payments Upon Termination of Employment, Death and Disability

    (1) The value of accelerated vesting for Ms. Wiater’s 14,187 unvested RSUs was based on the closing price of a share of Common Stock on December 31, 2024 ($26.34). (2) The value of accelerated vesting for Mr. Hart’s 30,907 unvested RSUs was based on the closing price of a share of Common Stock on December 31, 2024 ($26.34).

  29. 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, Mr. Rana: For 2024, our last completed fiscal year: •the median of the annual total compensation of all employees of our Company (other than our CEO) was $260,569; and •the total compensation of our CEO was $792,500. Based on this information for 2024, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was approximately 3:1. 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, 2024 (the “Determination Date”). We had 385 employees 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, 2024 and ending December 31, 2024. 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.

  30. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission 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.

  31. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table (SCT) Total for First PEO(1) | Compensation actually paid to First PEO(1)(2)(3) | Summary Compensation Table (SCT) Total for Second PEO(1) | 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 | | | | 2024 | $— | $— | $792,500 | $792,500 | $1,409,761 | $1,561,365 | $263 | $174 | $86.8 | $2.76 | | 2023 | | | $700,000 | $809,897 | $1,242,512 | $1,091,027 | $191 | $133 | $67.1 | $1.78 | | 2022 | $— | $— | $700,000 | $(6,979,464) | $1,345,000 | $197,014 | $205 | $119 | $100.6 | $1.89 | | 2021 | $— | $— | $12,700,000 | $24,330,911 | $1,325,008 | $2,407,172 | $254 | $133 | $896.4 | $1.47 | | 2020 | $1,401,151 | $(3,902,435) | $1,395,830 | $27,539,095 | $925,254 | $4,020,015 | $191 | $98 | $315.5 | $1.08 |

  32. Pay Versus Performance Disclosure

    (1)Guang Yang was our first PEO until April 15, 2020. Suren Rana has been our Second PEO from April 15, 2020 until December 31, 2024.The individuals comprising the non-PEO NEOs for each year presented are listed below.

  33. Pay Versus Performance Disclosure

    | 2020 - 2024 | | Richard Hart | | Christina Wiater |

  34. 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. 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.

  35. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Suren Rana | Exclusion of Equity Awards for Suren Rana | Inclusion of Equity Values for Suren Rana | Compensation Actually Paid to Suren Rana | | 2024 | $792,500 | $— | $— | $792,500 |

  36. 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 | | 2024 | $1,409,761 | $(290,011) | $441,615 | $1,561,365 |

  37. 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:

  38. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Suren Rana ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Suren Rana ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Suren Rana ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Suren Rana ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Suren Rana ($) | Total - Inclusion of Equity Values for Suren Rana ($) | | 2024 | $— | $— | $— | $— | $— | $— |

  39. 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 ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | $358,505 | $64,703 | $— | $18,407 | $— | $— | $441,615 |

  40. 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, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, 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 Economic Earning Per Share (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 2024. ENI EPS is a non-GAAP financial measure. See Appendix for 2024 GAAP EPS to ENI EPS reconciliation and discussion of why such non-GAAP financial measures may be useful to investors.

  41. 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, 2019, and the Peer Group’s TSR over the five most recently completed fiscal years.

  42. 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.

  43. 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.

  44. 2024 Director Compensation

    2024 Director Compensation Director compensation includes both cash payments and equity granted in the form of RSUs. RSUs granted to our non-employee directors vest on the earlier of the one-year anniversary 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 2024 with equity compensation expressed as the grant date fair value of the award determined in accordance with FASB ASC Topic 718:

  45. 2024 Director Compensation

    | | 2024 | | | 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 | $— |

  46. 2024 Director Compensation

    (1) Non-Employee Directors that are appointed and compensated by a stockholder receive no separate compensation for their roles as 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, 2024. Compensation paid to Mr. Rana for 2024 is included with that of our other NEOs above.

  47. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash (2) $ | Stock Awards (3) (4) $ | Total $ | | John Paulson | $185,000 | $175,001 | $360,001 | | Andrew Kim (1) | — | — | — | | Robert J. Chersi | $138,500 | $100,010 | $238,510 | | Barbara Trebbi | $120,000 | $100,010 | $220,010 |

  48. 2024 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, 2024. 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 the earlier of the 2024 Annual Meeting or June 7, 2025.

  49. 2024 Director Compensation

    | Name | Number of RSUs Held at Year End | | John Paulson | 7,764 | | Robert J. Chersi | 4,437 | | Barbara Trebbi | 4,437 |

  50. 2024 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.

  51. 2024 Director Compensation

    | PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION |