Sector: Financials
DIAMOND HILL INVESTMENT GROUP INC · Meeting: May 28, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eight Directors to Serve Until the 2027 Annual Meeting of Shareholders
CEO and director since 2019 with strong relevant experience; DHIL's 3-year price return of 20.2% lags the Russell 2000 Index (^RUT — Russell 2000) by 29.7 percentage points, but the policy threshold for a strong-positive absolute TSR period (>+20%) is 65 percentage points, which is not met, so no TSR trigger fires.
Director since 2020 with extensive financial expertise as a former CFO of a public financial services firm; the 3-year TSR gap of -29.7pp versus the ^RUT — Russell 2000 does not meet the 65pp threshold required to trigger a vote against, and no other policy concerns apply.
Director since 2024 with over 40 years of financial services experience; joined within approximately 24 months of this meeting, and in any case the 3-year TSR gap of -29.7pp versus the ^RUT — Russell 2000 does not reach the 65pp threshold, so no TSR trigger fires.
Director since May 2025, well within the 24-month new-director exemption from the TSR trigger; has deep relevant investment management experience as a longtime DHCM portfolio manager.
Director since 2019 with over 40 years of investment management experience; the 3-year TSR gap of -29.7pp versus the ^RUT — Russell 2000 does not meet the 65pp strong-positive threshold, so no TSR trigger fires, and no other policy concerns apply.
Director since October 2025, well within the 24-month new-director exemption from the TSR trigger; brings over 30 years of financial services and board experience that is highly relevant to an investment management company.
Director since 2019 with over 20 years of asset management industry experience; the 3-year TSR gap of -29.7pp versus the ^RUT — Russell 2000 does not meet the 65pp strong-positive threshold, so no TSR trigger fires, and no other policy concerns apply.
Director since 2021 with financial services expertise and designated audit committee financial expert; the 3-year TSR gap of -29.7pp versus the ^RUT — Russell 2000 does not meet the 65pp strong-positive threshold, and the late Section 16 filings were administrative in nature with no governance misconduct.
All eight director nominees pass the policy screens. DHIL's 3-year stock return of 20.2% trails the Russell 2000 Index (^RUT — Russell 2000) by 29.7 percentage points, but because the company's absolute 3-year return exceeds 20%, the policy requires a gap of at least 65 percentage points before voting against any director — a threshold that is not met. Two directors (Hawley and Nordin) joined within the past 24 months and are exempt from the TSR trigger regardless. No overboarding, attendance, independence, or familial relationship concerns are identified for any nominee.
CEO
Heather E. Brilliant
Total Comp
$6,955,598
Prior Support
96%%
The prior year Say on Pay vote received 96% support, well above the 70% threshold, and shareholders clearly endorsed the compensation structure. The CEO received total compensation of approximately $6.96 million in 2025, which is elevated relative to a typical small-cap financial services CEO benchmark, driven largely by a large one-time five-year cliff-vesting stock award of $4 million granted under the new CEO employment agreement — this is a retention and multi-year alignment grant rather than routine annual pay, and variable/incentive pay represents the large majority of total compensation, satisfying the pay-mix requirement. The company maintains a robust clawback policy compliant with Nasdaq and Dodd-Frank requirements, and the compensation committee exercises genuine discretion in setting incentive awards tied to long-term investment performance metrics.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$312,000
Non-Audit Fees
$67,300
Non-audit fees (tax preparation and compliance) of $67,300 represent approximately 22% of audit fees of $312,000, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the filing, so the tenure trigger cannot fire per policy. KPMG is a Big 4 firm appropriate for a company of DHIL's size and complexity, and no material restatements are disclosed.
The 2026 Diamond Hill Investment Group annual meeting presents three standard proposals: election of eight directors, ratification of KPMG as auditor, and an advisory vote on executive pay. All proposals pass the applicable policy screens and receive a FOR determination — the director TSR gap versus the ^RUT — Russell 2000 does not reach the 65-percentage-point threshold required for a strong-positive absolute return period, KPMG's non-audit fee ratio is well within acceptable limits, and the executive compensation program received 96% shareholder support in 2024 with a structure that is predominantly variable and tied to long-term metrics.
1 companies disclosed in 2026 proxy filing
