VICTORY CAPITAL HOLDINGS CLASS A I (VCTR)
Sector: Financials
2026 Annual Meeting Analysis
VICTORY CAPITAL HOLDINGS CLASS A I · Meeting: May 6, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Boyer-Chammard joined the board in April 2025, less than 24 months ago, so she is exempt from the TSR trigger; she brings relevant financial services and asset management experience from Amundi and BCG, and is not classified as independent but serves on no committees, so no independence concern applies.
Jackson joined in January 2023 and VCTR's 3-year stock return of +143.2% outperforms the peer group median by +93.1 percentage points, well above the 65-point threshold needed to trigger a vote against, so no TSR concern applies; she attended all required meetings and brings relevant leadership and governance experience.
Rappaport has served since 2013 and VCTR's 3-year stock return of +143.2% outperforms the peer group median by +93.1 percentage points, well above the 65-point trigger threshold; he chairs the Compensation Committee, is classified as independent, attended all required meetings, and brings over 40 years of asset management industry experience.
All three Class II director nominees — Celine Boyer-Chammard (new nominee), Mary Jackson (re-election), and Alan H. Rappaport (re-election) — receive FOR votes. VCTR's 3-year total shareholder return of +143.2% dramatically outpaces the compensation peer group median of +50.1%, exceeding even the highest trigger threshold of 65 percentage points of outperformance; no TSR concerns apply to any director. Boyer-Chammard is also within the 24-month exemption period. All directors attended at least 75% of meetings, no overboarding issues were identified, and audit committee members have appropriate financial expertise.
Say on Pay
✓ FORCEO
David C. Brown
Total Comp
$16,198,444
Prior Support
N/A
CEO David Brown's total reported compensation of $16.2 million is substantial but defensible given Victory Capital's exceptional 2025 performance — record revenues of $1.3 billion (up 46%), record adjusted EBITDA of $683 million, the transformative Amundi US acquisition, and a 3-year total shareholder return of +143.2% that dramatically outperforms peers. The pay structure is heavily weighted toward variable, at-risk compensation: base salary of $600,000 represents only about 4.6% of total pay, with roughly 95% in cash bonuses and equity awards, well exceeding the 50-60% variable pay requirement. The company maintains a clawback policy, uses an independent compensation consultant (Aon McLagan), and has stock ownership guidelines, reflecting sound pay governance practices.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
1 yrs
Audit Fees
$1,482,259
Non-Audit Fees
$87,627
Deloitte has served as auditor for only one year (since 2025, following a deliberate and well-explained transition from Ernst & Young due to independence requirements related to the Amundi transaction), non-audit fees of $87,627 represent just 5.9% of audit fees of $1,482,259 — well below the 50% threshold — and there are no known restatement issues; Deloitte is a Big 4 firm fully appropriate for a $4.2 billion market cap company.
Overall Assessment
The 2026 Victory Capital annual meeting ballot contains three standard proposals: election of three Class II directors, ratification of new auditor Deloitte, and a say-on-pay advisory vote. All three receive FOR votes — VCTR's stock has significantly outperformed its peers over three years, the auditor change is recent and well-explained with minimal non-audit fees, and the executive pay program is heavily performance-based and aligned with exceptional 2025 results.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing