StepStone Group (STEP) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 10, 2024, to be held virtually, with voting on four key proposals and other business as may arise.

• Stockholders of record as of July 16, 2024, are eligible to vote, with Class A shares having one vote and Class B shares five votes each, voting together as a single class.

• The company continues to qualify as a controlled company, with Class B stockholders holding approximately 77.2% of voting power as of July 1, 2024.

• Forward-looking statements address environmental and sustainability goals, subject to risks and uncertainties.

Voting matters and shareholder proposals

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

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

• Proposal 3: Non-binding advisory vote on executive compensation (Say-on-Pay).

• Proposal 4: Approval of issuance of Class A common stock under the Option Agreement, in compliance with Nasdaq Listing Rule 5635.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, with a mix of executive and independent directors; all directors will be subject to annual election starting 2025.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance.

• Board leadership structure separates Chairperson and CEO roles; executive sessions of independent directors held quarterly.

• Board diversity matrix: 2 female, 7 male directors; representation includes military veterans and ethnic/racial minorities.

• Controlled company status allows exemption from certain Nasdaq governance requirements.