STEPSTONE GROUP INC CLASS A (STEP)
Sector: Financials
2026 Annual Meeting Analysis
STEPSTONE GROUP INC CLASS A · Meeting: September 8, 2026
Directors FOR
6
Directors AGAINST
1
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Mitchell attended only 71% of board meetings during fiscal 2026, which falls below the 75% attendance threshold required by the voting policy; while one absence was due to a family emergency, the policy requires confirmed attendance of at least 75% and the disclosed figure does not meet that bar even with the mitigating context noted.
For Analysis
Brem has served since 2019 as a co-founder and former CEO with deep private markets expertise; the stock's 3-year price return of 75.9% is strongly positive, and his tenure overlaps with a period of strong absolute shareholder returns, so no TSR underperformance trigger fires; no overboarding, attendance, or independence concerns apply to this non-independent chairman role.
Brown is an independent director serving since April 2021 with extensive financial services and wealth management experience; the stock's 3-year return of 75.9% is strongly positive and no TSR underperformance trigger fires; no overboarding, attendance, or other disqualifying concerns are identified.
Hart is the CEO and director since 2020 with extensive private markets investment experience; the stock's 3-year return of 75.9% is strongly positive and no TSR underperformance trigger fires; the Say on Pay analysis is evaluated separately and passes, so no basis for an AGAINST vote exists here.
Hoffmeister is an independent director since 2020 with strong CFO and financial expertise qualifying him as an Audit Committee financial expert and chair; the stock's 3-year return of 75.9% is strongly positive and no TSR underperformance trigger fires; his three public board seats are within the policy limit and no other disqualifying concerns arise.
Keck is a co-founder and current partner of the firm serving since 2020 with deep private markets research expertise; the stock's 3-year return of 75.9% is strongly positive and no TSR underperformance trigger fires; no overboarding, attendance, or other disqualifying concerns are identified.
Raymond is an independent director since 2020 with a 35-year career in real estate finance and investment management, qualifying as an Audit Committee financial expert; the stock's 3-year return of 75.9% is strongly positive and no TSR underperformance trigger fires; no overboarding, attendance, or other disqualifying concerns are identified.
Six of seven director nominees earn a FOR vote; Steven R. Mitchell receives an AGAINST vote solely because his disclosed board meeting attendance of 71% in fiscal 2026 falls below the 75% minimum threshold required by the voting policy. The overall slate is well-qualified with relevant private markets, financial services, and governance experience, and the company's strong 3-year total return of 75.9% means no TSR underperformance trigger fires for any director.
Say on Pay
✓ FORCEO
Scott W. Hart
Total Comp
$4,705,412
Prior Support
96.7%%
The CEO's total compensation of $4,705,412 for fiscal 2025 (as reported in the pre-extracted database and the prior-year row of the Summary Compensation Table) is reasonable for a CEO of a $5.4 billion alternative asset manager in the financials sector; the prior year's Say on Pay received overwhelming support of 96.7%, indicating shareholders were broadly satisfied with the compensation structure. The company's compensation program is heavily weighted toward variable pay — base salary is fixed at $500,000 while the majority of total pay comes from performance-linked bonuses, equity awards vesting over four years, and carried interest tied directly to fund performance — which aligns executive outcomes with shareholder and client interests. The 3-year stock price return of 75.9% reflects strong shareholder value creation over the measurement period, supporting the conclusion that above-benchmark incentive pay is reasonably aligned with performance.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
17 yrs
Audit Fees
$2,268,729
Non-Audit Fees
$5,088,881
Ernst & Young's non-audit fees paid by the Company for fiscal 2026 — consisting of audit-related fees of $380,000 plus total tax fees of $4,708,881 — sum to approximately $5,088,881, which is roughly 224% of the core audit fees of $2,268,729; this far exceeds the 50% threshold in the voting policy and raises meaningful concerns about auditor independence given the size of the non-audit relationship relative to the audit itself. EY's tenure of approximately 17 years does not independently trigger the 25-year threshold, and no material restatements are disclosed, but the non-audit fee ratio alone is sufficient to warrant a vote against ratification under the policy.
Overall Assessment
The 2026 StepStone annual meeting presents three proposals: director elections, auditor ratification, and Say on Pay. The primary concerns are Steven R. Mitchell's below-threshold board attendance (71% vs. the required 75%), warranting an AGAINST vote on his election, and Ernst & Young's very high non-audit fee ratio of approximately 224% of audit fees, warranting an AGAINST on auditor ratification; Say on Pay earns a FOR given strong prior support, a performance-linked pay structure, and solid 3-year shareholder returns.