WISDOMTREE INC (WT)
Sector: Financials
2026 Annual Meeting Analysis
WISDOMTREE INC · Meeting: June 17, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Blake joined in May 2022 (within 24 months exempt window has passed but TSR trigger does not fire — WT's 3-year price return of 169.6% outpaces XLF by +104.9pp, well above the 65pp threshold for strong positive TSR); she brings deep asset management and ETF expertise and chairs the Audit Committee with CFA credentials; no overboarding, independence, attendance, or familial concerns.
Bossone has served since January 2009, but the TSR trigger does not fire because WT outperforms XLF by +104.9pp against a 65pp threshold for strong positive TSR; he is a CPA and former PwC audit manager providing clear financial expertise on the Audit Committee; no overboarding, independence, attendance, or familial concerns.
Conjeevaram joined in January 2021; the TSR trigger does not fire given WT's +104.9pp outperformance of XLF against the 65pp threshold; she serves on three other public company boards (McGrath RentCorp, SkyWest, SS&C Technologies), which is four total including WisdomTree, right at the policy limit but not exceeding four; she is a CPA with extensive CFO experience and is independent Chair of the Board; no attendance or familial concerns.
Delorier joined in August 2023, under 24 months ago, so she is fully exempt from the TSR trigger under the new-director exemption; she brings relevant banking and digital transformation experience as Compensation Committee Chair; no overboarding (two public boards plus WisdomTree), independence, attendance, or familial concerns.
Mielke joined in September 2022; the TSR trigger does not fire given WT's +104.9pp outperformance of XLF against the 65pp threshold; she brings fintech, payments, and AI expertise as Technology Strategy Committee Chair; no overboarding (one other public board), independence, attendance, or familial concerns.
Naidoo joined in June 2023, within 24 months, so she is fully exempt from the TSR trigger under the new-director exemption; she brings deep cybersecurity expertise highly relevant to WisdomTree's digital assets business; no overboarding (two public boards plus WisdomTree), independence, attendance, or familial concerns.
Pankopf joined in June 2023, within 24 months, so she is fully exempt from the TSR trigger under the new-director exemption; she brings extensive investment management and public company board experience with financial expertise on the Audit Committee; no overboarding, independence, attendance, or familial concerns.
Salerno is a new nominee with no current board tenure at WisdomTree (previously served as non-executive Chair until June 2023 and is re-joining), so he is treated as a new director exempt from the TSR trigger; he brings extensive asset management industry experience from Merrill Lynch and Bankers Trust and prior Board familiarity; no overboarding (no other listed public boards disclosed), independence, attendance, or familial concerns.
Steinberg is the CEO and founder; the TSR trigger does not fire because WT's 3-year price return of 169.6% outperforms XLF by +104.9pp, well above the 65pp threshold for strong positive TSR; he holds only one outside board seat (Fnality International, a private company, not a public board seat), so no overboarding concern; no independence issue as non-independent CEO director and no familial relationship concerns are identified.
All nine nominees receive a FOR vote. WisdomTree's 3-year price return of 169.6% outperforms the XLF sector ETF benchmark by +104.9 percentage points, far exceeding the 65pp trigger threshold for companies with strong positive returns, so the TSR underperformance trigger does not fire for any director. Several newer directors (Delorier, Naidoo, Pankopf, and new nominee Salerno) are additionally protected by the 24-month new-director exemption. The board is well-composed with relevant financial services, asset management, cybersecurity, and fintech expertise, all committees are fully independent, and the proxy discloses a skills matrix and 99% aggregate attendance rate in 2025.
Say on Pay
✓ FORCEO
Jonathan Steinberg
Total Comp
$6,704,625
Prior Support
90%%
The CEO's total reported compensation of $6,704,625 is reasonable for the CEO of a $2.3B market cap financial services company and is consistent with benchmark expectations for this title, sector, and size band. Pay mix is strong: long-term equity awards (restricted stock and performance stock awards tied to relative total shareholder return) constitute the majority of total compensation, with performance stock awards to the CEO representing 50% of his equity grants, and the prior-year say-on-pay vote received approximately 90% support, well above the 70% threshold requiring responsive action. The pay-for-performance alignment is clear — performance stock awards vesting in January 2024, 2025, and 2026 paid out at 200%, 200%, and 199% of target respectively, directly reflecting WisdomTree's strong total shareholder return outperformance versus its Traditional Asset Manager Peer Group over three-year periods, and the company maintains a clawback policy applicable to both cash and equity incentive compensation.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,276,000
Non-Audit Fees
$590,000
The non-audit fees of $590,000 (comprising $50,000 in audit-related fees for employee benefit plan audits and $590,000 in other fees for Ceres acquisition due diligence) represent approximately 28% of the core audit fees of $2,226,000, well below the 50% threshold that would trigger a concern; the proxy does not disclose EY's tenure so the tenure trigger cannot fire under policy; EY is a Big 4 firm fully appropriate for a $2.3B market cap company; no material restatements are disclosed; the elevated 'Other Fees' in 2025 relate to a one-time acquisition and do not reflect a recurring advisory relationship.
Overall Assessment
WisdomTree's 2026 annual meeting presents three proposals, all receiving FOR votes. The company's exceptional stock performance — a 3-year price return of 169.6% outpacing the XLF financial sector ETF by over 100 percentage points — clears the TSR trigger threshold for all nine director nominees, the compensation program is well-structured with meaningful pay-for-performance linkage through relative TSR-based performance stock awards, and Ernst & Young's non-audit fees remain well within acceptable limits at roughly 28% of core audit fees.