VIRTUS INVESTMENT PARTNERS INC (VRTS)
Sector: Financials
2026 Annual Meeting Analysis
VIRTUS INVESTMENT PARTNERS INC · Meeting: May 20, 2026
Directors FOR
1
Directors AGAINST
6
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Aylward has served as a director since 2008 and the stock has declined 16.4% over three years while the company's own peer group gained a median of 62.7% — a gap of 79 percentage points, far exceeding the 20-point threshold that triggers a withheld vote; the five-year record is even worse (down 34.2% versus peers up 84.4%), so the longer track record does not provide any relief.
Bain has served since October 2019, meaning his tenure covers the full three-year underperformance period; the stock's 79-point lag versus the peer group median over three years, and an even larger gap over five years, triggers a withheld vote with no mitigating relief from the longer track record.
Greig has served since October 2019, covering the full underperformance period; with the stock down 16.4% over three years against a peer median gain of 62.7%, the 79-point gap far exceeds the 20-point trigger, and the five-year record confirms this is sustained underperformance rather than a temporary dip.
Holt has served as a director since 2009 and as independent Chairman, making him one of the longest-tenured members of the board during this extended underperformance period; the stock's 79-point three-year gap versus peers, confirmed by an even wider five-year gap, triggers a withheld vote with no mitigating factors.
Jones has served since October 2014 and chairs the Compensation Committee, giving her direct responsibility for executive pay decisions throughout this period of severe underperformance; the three-year and five-year TSR gaps versus peers both far exceed the applicable thresholds, triggering a withheld vote.
Morris joined in March 2021, more than 24 months before the measurement date, so the new-director exemption does not apply; his tenure covers the full three-year underperformance window, and both the three-year and five-year gaps versus peers exceed the policy thresholds, triggering a withheld vote.
For Analysis
Weisenseel joined the board in December 2024, which is within the 24-month new-director exemption window, so he is not held accountable for the prior-period underperformance that occurred before his appointment.
Six of the seven nominees trigger a withheld vote under the TSR underperformance policy: Virtus's stock has fallen 16.4% over three years while the company's own disclosed peer group gained a median of 62.7%, a gap of 79 percentage points that far exceeds the 20-point threshold applicable when absolute returns are negative; the five-year record (down 34.2% vs. peers up 84.4%) confirms this is sustained rather than transient underperformance, so no five-year mitigant applies to any director. Only John Weisenseel, appointed in December 2024, is exempt as a new director.
Say on Pay
✓ FORCEO
George R. Aylward
Total Comp
$6,309,500
Prior Support
92%%
The CEO's total reported compensation of approximately $6.3 million is within a reasonable range for a CEO of a roughly $900 million market cap asset management firm, and the pay structure is appropriately weighted toward variable, at-risk pay — the proxy discloses that 90.8% of the CEO's target pay was at risk, well above the 50-60% threshold the policy requires. Critically, the incentive plan is working as intended: the 2023-2025 performance share awards paid out at zero because the company missed both its relative TSR and relative net flow targets, and the CEO's 2025 annual bonus was cut 24% below target to reflect below-target financial and operational results, demonstrating genuine pay-for-performance alignment. Prior shareholder support was 92%, well above the 70% threshold that would require a response, and the compensation committee made no structural changes — which is appropriate given the program is functioning correctly.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,265,800
Non-Audit Fees
$696,550
Deloitte is a Big 4 firm appropriate for a company of Virtus's size, but the fees paid for services outside the core audit — including tax advisory, transfer agent controls, and systems reports — totaled approximately $696,550 in 2025, which equals about 55% of the $1,265,800 core audit fee; because this ratio exceeds the 50% threshold, the non-audit relationship has grown large enough to raise concerns about auditor independence, triggering a vote against ratification.
Overall Assessment
The 2026 Virtus annual meeting ballot presents three standard proposals; the primary governance concern is severe and sustained stock price underperformance — the shares have declined 16.4% over three years while the company's own peers gained a median of 62.7% — which triggers withheld votes against six of seven director nominees (all except newly appointed John Weisenseel) and a vote against auditor ratification is also warranted because non-audit fees paid to Deloitte represent 55% of core audit fees, exceeding the 50% independence threshold. The Say on Pay vote earns support because the incentive program is functioning correctly: performance awards paid out at zero for the 2023-2025 cycle and the CEO's annual bonus was reduced below target, reflecting genuine pay-for-performance alignment.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing