StepStone Group (STEP) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 10, 2024, to be held virtually, with stockholders able to vote online or by phone.

• Proposals include electing five directors, ratifying the auditor, a say-on-pay vote, and approval for potential issuance of Class A shares under an Option Agreement.

• Holders of Class A stock have one vote per share; Class B stockholders have five votes per share, voting as a single class unless otherwise required.

• Proxy materials are distributed primarily online for efficiency, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposal 1: Elect five director nominees for one-year terms.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for fiscal year ending March 31, 2025.

• Proposal 3: Advisory vote to approve executive compensation (say-on-pay).

• Proposal 4: Approve issuance of Class A shares under the Option Agreement, as required by Nasdaq rules.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The company qualifies as a "controlled company" under Nasdaq rules, with Class B holders controlling 77.2% of voting power as of July 1, 2024.

• Board consists of 9 members, with staggered terms transitioning to annual elections starting 2025.

• Three board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters.

• Board leadership is separated between Chairperson and CEO roles.

• Board diversity includes gender, race, ethnicity, and military veterans; 2 of 9 directors are female.

• Independent directors receive a mix of cash and RSUs as compensation; non-independent directors are not compensated separately.