StepStone Group (STEP) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on September 9, 2025, to address director elections, auditor ratification, executive compensation, and amendments to the certificate of incorporation.

• The company is transitioning from controlled to non-controlled status after September 18, 2025, requiring changes to board composition and governance practices.

• Stockholders of record as of July 15, 2025, are eligible to vote, with Class A shares having one vote and Class B shares five votes each until the Sunset date.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying Ernst & Young LLP as auditor, a non-binding say-on-pay vote, and two amendments to the certificate of incorporation.

• Proposal 4 seeks to limit officer liability as permitted by Delaware law; Proposal 5 removes obsolete provisions and makes technical changes.

• All proposals are recommended for approval by the board.

Board of directors and corporate governance

• The board currently has nine members, with a mix of executive and independent directors; two women and one director of two or more races/ethnicities.

• After September 18, 2025, the board and key committees will transition to majority independent membership to comply with Nasdaq rules.

• The board holds regular executive sessions of independent directors and has adopted a Code of Conduct and corporate governance guidelines.