Sector: Financials
TPG INC CLASS A · Meeting: June 3, 2026
Directors FOR
14
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Independent director with relevant financial services and executive experience; no overboarding, attendance issues, or TSR trigger concerns — TPG's 3-year return of 70.3% outperforms the XLF ETF benchmark by only 4.7 percentage points, well below the 65pp threshold required to trigger a vote against at this return level.
Founder and Executive Chair with deep institutional knowledge; TSR trigger does not fire — TPG's 3-year outperformance versus XLF (4.7pp) is far below the 65pp threshold applicable to strong positive returns; no overboarding or attendance concerns.
Independent director with extensive legal and board leadership experience; TSR trigger does not apply; no overboarding or attendance issues.
Management director with deep private equity and real assets expertise; TSR trigger does not fire; no overboarding or attendance concerns identified.
Independent director who joined in January 2025 — fewer than 24 months of tenure — and is therefore exempt from the TSR trigger; brings strong investment banking and financial expertise relevant to TPG's business.
Newly appointed independent director effective May 1, 2026 — well within the 24-month new-director exemption from the TSR trigger; brings relevant national security, leadership, and advisory experience.
Independent director and certified public accountant with extensive audit expertise; serves as Audit Committee Chair; TSR trigger does not fire; no overboarding or attendance issues.
Management director who joined the board in December 2023 — fewer than 24 months of tenure at the time of evaluation — and is therefore exempt from the TSR trigger; brings relevant technology private equity expertise.
Management director who joined the board in December 2023 — fewer than 24 months of tenure — and is therefore exempt from the TSR trigger; brings relevant healthcare private equity expertise.
Management director with extensive Asia-Pacific and Middle East private equity experience; TSR trigger does not fire given TPG's 3-year return significantly exceeds the XLF benchmark gap threshold; no overboarding or attendance concerns.
Management director and President with deep healthcare and buyout investment expertise; TSR trigger does not apply; no overboarding or attendance concerns.
Management director with extensive technology, media, and telecom investment experience; TSR trigger does not fire; no overboarding or attendance concerns.
Management director serving as Chief Operating Officer with relevant operational and human capital expertise; TSR trigger does not apply; no overboarding or attendance issues.
CEO and director with strong private equity and firm leadership credentials; TSR trigger does not fire — TPG's 3-year return of 70.3% beats the XLF ETF by only 4.7pp, far below the 65pp threshold; no overboarding or attendance issues.
All 14 director nominees receive a FOR vote. TPG's 3-year total return of 70.3% outperforms the sector benchmark (XLF ETF) by 4.7 percentage points, which is far below the 65-percentage-point gap required to trigger an against vote at this level of absolute return. No directors are overboarded, no attendance issues were disclosed, and all independent directors serve on appropriate committees with the required expertise. Two directors (Raj, Rhodes) joined in December 2023 and one (Elsesser) in January 2025 and are within the 24-month new-director exemption; McRaven is newly appointed effective May 2026.
CEO
Jon Winkelried
Total Comp
$29,897,761
Prior Support
N/A
CEO Jon Winkelried received total reported compensation of approximately $29.9 million for 2025, which is within a reasonable range for the CEO of a large-cap alternative asset manager with $17.4 billion in market capitalization. The compensation program is heavily weighted toward variable pay — the vast majority of CEO compensation comes from performance allocations tied directly to fund investment outcomes and equity awards subject to multi-year vesting, which aligns executive pay with both fund investor returns and long-term shareholder value. TPG's 3-year stock return of 70.3% outperforms the XLF ETF benchmark by 4.7 percentage points, so there is no pay-for-performance misalignment concern. The company discloses a robust clawback policy that goes beyond Dodd-Frank requirements, and no prior-year say-on-pay vote result is available to trigger a re-engagement concern.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$32,607,000
Non-Audit Fees
$121,798,000
The total non-audit fees paid to Deloitte (audit-related fees of $43,045,000 plus total tax fees of $78,753,000 = $121,798,000) are approximately 373% of the core audit fees ($32,607,000), far exceeding the 50% threshold in our policy. This level of non-audit work — including substantial tax compliance, tax advisory, and transaction due diligence services for TPG's funds — raises meaningful concerns about whether Deloitte can maintain true independence from the management teams it is also advising. A large portion of these fees relate to fund-level services, but because they flow through the same auditor relationship, the independence concern still applies under our policy.
The 2026 TPG annual meeting presents four proposals: a full director slate of 14 nominees (all FOR), an Executive Committee election (all FOR), a say-on-pay vote (FOR, given reasonable CEO pay levels and strong pay-for-performance alignment), and auditor ratification of Deloitte (AGAINST, because non-audit fees of roughly $121.8 million are approximately 373% of core audit fees of $32.6 million, far exceeding the 50% independence threshold). No stockholder proposals were submitted for this meeting.
