Document

DEF 14A 1 a2022proxystatement.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under § 240.14a-12


Cohen & Steers, Inc.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
x No fee required
¨ Fee paid previously with preliminary materials
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

March 25, 2022

Dear Shareholders:

This past year, we celebrated our 35th anniversary as a firm and 17 years as a public company. Our long-standing values continued to guide us amid the tremendous human hardships and economic challenges of the COVID-19 pandemic. Amid these hardships and challenges, we remained focused on delivering investment outperformance for our clients, sustaining our commitment to business growth and innovation and attracting, developing and retaining our next generation of talent, while maintaining the safety of our employees, families and communities. We appreciate the trust and confidence our shareholders have placed in us.

It is our pleasure to invite you to the Cohen & Steers, Inc. 2022 Annual Meeting of Shareholders to be held on Thursday, May 5, 2022, beginning at 9:00 a.m. New York time.

Our Annual Meeting will be a virtual meeting of shareholders. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting, which will be held via live audio webcast and may be accessed by visiting http://www.virtualshareholdermeeting.com/CNS2022.

The accompanying materials include the notice of annual meeting, the proxy statement and the 2021 annual report to shareholders, which includes the company’s Annual Report on Form 10-K for the year ended December 31, 2021. The proxy statement describes the business that the company will conduct at the Annual Meeting and provides information about the company.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we ask you to please cast your vote. You can vote your shares by Internet, telephone, mail or online during the Annual Meeting. To facilitate timely receipt of your proxy, we encourage you to vote via the Internet or telephone promptly by following the instructions on the Notice of Internet Availability of Proxy Materials or the accompanying proxy card.

We look forward to your attendance at the Annual Meeting.

Sincerely,




Martin Cohen Chairman of the Board of Directors	Robert H. Steers Executive Chairman	Joseph M. Harvey Chief Executive Officer and President

March 25, 2022

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 5, 2022

Dear Shareholders:

Cohen & Steers, Inc. will hold its 2022 Annual Meeting of Shareholders virtually via live audio webcast at http://www.virtualshareholdermeeting.com/CNS2022 on Thursday, May 5, 2022, beginning at 9:00 a.m. New York time. At the Annual Meeting, the company will ask you to:

(1)Elect as directors the nine nominees named in the proxy statement to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified;

(2)Approve the Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan;

(3)Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the current fiscal year ending December 31, 2022;

(4)Approve, in a non-binding advisory vote, the compensation of the company’s named executive officers; and

(5)Consider any other business that is properly presented at the Annual Meeting.

As permitted under the “Notice and Access” rules adopted by the Securities and Exchange Commission, the company is primarily furnishing the proxy materials to its shareholders by Internet rather than mailing paper copies of the materials to each shareholder. Therefore, most shareholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”). The Notice contains instructions about how to access the proxy materials by Internet, how to vote your shares and how to request a paper or electronic copy of the proxy materials. The company believes electronic delivery should expedite the receipt of materials, significantly lower costs and help conserve natural resources.

Whether you receive the Notice or paper copies of the proxy materials, the company will make available for review online the proxy statement, the annual report to shareholders and any amendments to the foregoing that are required to be furnished to shareholders, as further described in the instructions contained in the Notice and proxy card. You may also view the proxy materials at https://materials.proxyvote.com/19247A.

The Board of Directors of Cohen & Steers, Inc. has fixed the close of business on March 10, 2022 as the record date for the determination of shareholders entitled to receive notice of, and to vote on, all matters presented at the Annual Meeting or any adjournments or postponements thereof. A list of the registered shareholders will be available electronically during the Annual Meeting at http://www.virtualshareholdermeeting.com/CNS2022 when you enter your 16-digit Control Number.

Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, the company asks that you please cast your vote. You can vote your shares by Internet, telephone, mail or online during the Annual Meeting. To facilitate timely receipt of your proxy, we encourage you to vote via the Internet or telephone promptly by following the instructions on the Notice or the accompanying proxy card.


			By Order of the Board of Directors,

			Francis C. Poli Corporate Secretary

Table of Contents


			Page
Voting Information			5
Item 1 Election of Directors			10
Corporate Governance			13
Board Meetings and Committees			17
Ownership of Cohen & Steers , I nc. Common Stock			20
Other Executive Officers			22
Executive Compensation			23
Compensation Discussion and Analysis			23
Report of the Compensation Committee			35
Summary Compensation Table			36
202 1 Grants of Plan-Based Awards			38
202 1 Outstanding Equity Awards at Fiscal Year-End			40
202 1 Option Exercises and Stock Vested			41
Potential Payments upon Termination or Change in Control			42
Pay Ratio Disclosure			50
Certain Relationships and Related Transactions			51
Item 2 Approval of the Amended and Restated Cohen & Ste ers, Inc. Stock Incentive Plan			5 3
Item 3 Ratification of the Appointment of Independent Registered Public Accounting Firm			60
Report of the Audit Committee			62
Item 4 Non-Binding Advisory Vote on Executive Compensation			63
Additional Information			64
Ap p en dix A			A-1
Appendix B			B -1

Cohen & Steers, Inc.

280 Park Avenue

New York, NY 10017

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS

These proxy materials are being delivered in connection with the solicitation by the Board of Directors (the “Board”) of Cohen & Steers, Inc., a Delaware corporation (the “company,” “we,” “our,” or “us”), of proxies to be voted at the company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) and at any adjournment or postponement thereof.

You are invited to attend the Annual Meeting on Thursday, May 5, 2022, beginning at 9:00 a.m. New York time. The Annual Meeting will be a virtual meeting of shareholders. You will be able to attend the 2022 Annual Meeting, vote your shares electronically and submit your questions during the meeting, which will be held via live audio webcast and may be accessed by visiting http://www.virtualshareholdermeeting.com/CNS2022. To participate in the meeting you must have your 16-digit Control Number included in the Notice or, if you received a printed copy of the proxy materials, in your proxy card or the instructions that accompanied your proxy materials. You will not be able to attend the 2022 Annual Meeting in person.

We expect the proxy materials and the Notice of Internet Availability of Proxy Materials (the “Notice”) to be mailed and/or made available to each shareholder eligible to vote on or about March 25, 2022.

Items to be Voted on at the Annual Meeting

The following proposals will be voted on at the Annual Meeting:

•Item 1: the election as directors of the nine nominees named in this proxy statement;

•Item 2: the approval of the Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (the “Amended and Restated Stock Incentive Plan”);

•Item 3: the ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the current fiscal year ending December 31, 2022;

•Item 4: the approval, in a non-binding advisory vote, of the compensation of the company’s named executive officers; and

•Item 5: any other business that is properly presented at the Annual Meeting.

Board Recommendations

The Board recommends that you vote:

•“FOR” each of the nine director nominees named in this proxy statement;

•“FOR” the approval of the Amended and Restated Stock Incentive Plan;

•“FOR” the ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the current fiscal year ending December 31, 2022; and

•“FOR” the approval of the compensation of the company’s named executive officers.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 5, 2022

Under rules adopted by the Securities and Exchange Commission (the “SEC”), the company is furnishing proxy materials to its shareholders primarily by Internet. We believe this process should expedite shareholders’ receipt of the proxy materials, lower the costs of the Annual Meeting and help conserve natural resources. On or about March 25, 2022, we expect to mail the Notice to most of our shareholders. The Notice includes instructions about how to access and view the proxy materials, including this proxy statement and the company’s annual report to shareholders, online and instructions about how to vote by Internet, telephone, mail or online during the Annual Meeting. The Notice also includes instructions about how to request a paper or electronic copy of the proxy materials. If you received the Notice by mail, you will not receive a paper copy of the proxy materials unless you request one. If you received a paper copy of the proxy materials, you can also view these materials online by

following the instructions contained in the Notice and proxy card. The proxy materials are available at www.proxyvote.com and https://materials.proxyvote.com/19247A.

Shareholders Entitled to Vote

Shareholders of record at the close of business on March 10, 2022 are entitled to vote at the Annual Meeting. As of March 10, 2022, 48,677,330 shares of the company’s common stock, par value $0.01 per share, were outstanding. Holders of the company’s common stock are entitled to one vote per share.

Virtual Meeting Format

Our Annual Meeting will be a virtual meeting of shareholders held via a live audio webcast. The virtual meeting will provide the same rights and advantages of a physical meeting and shareholders will be able to present questions online during the meeting.

Participation in the Virtual Meeting

To participate in the Annual Meeting you must have your 16-digit Control Number that is included in the Notice or, if you received a printed copy of the proxy materials, in your proxy card or the instructions that accompanied your proxy materials.

You may access the Annual Meeting by visiting http://www.virtualshareholdermeeting.com/CNS2022. You will be able to submit questions during the meeting. To submit a question during the meeting, select the “Q&A” button on the bottom right side of the virtual meeting platform interface and then type your question into the “Submit a Question” field and click “Submit.” If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log in page. This proxy statement contains information about the items shareholders will vote on at the Annual Meeting.

Rights Afforded to Virtual Meeting Participants

The virtual meeting format for the Annual Meeting will enable full and equal participation by attending shareholders from any place in the world at little to no cost. We designed the format of the virtual meeting to ensure that our shareholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We will take the following steps to ensure such an experience:

•providing shareholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per shareholder unless time otherwise permits; and

•answering as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting without discrimination.

How to Vote

Shareholders who hold their shares directly may vote as follows prior to the Annual Meeting:

•By mail: Shareholders can sign, date and return their proxy cards by mail using the pre-addressed, postage-paid envelope that is provided.

•By Internet: Shareholders can vote at www.proxyvote.com 24 hours a day, seven days a week. Instructions are provided in the Notice and proxy card. The Internet voting system is a secure method of voting, and your vote will be recorded accurately. You will need the 16-digit Control Number included in the Notice and proxy card to vote online. If you vote by Internet, you may incur costs associated with Internet access, such as usage charges from Internet service providers and telephone companies.

•By telephone: Shareholders can vote by telephone by calling 1-800-690-6903. You will need the 16-digit Control Number included in the Notice and proxy card to vote by telephone.

To facilitate timely receipt of your proxy, we encourage you to vote via the Internet or telephone promptly by following the instructions on the Notice or the accompanying proxy card. All proxies that have been properly signed and returned and not revoked will be voted in accordance with the instructions provided. If you

sign and return your proxy but do not provide voting instructions, the shares represented by such proxy will be voted as recommended by the Board.

If your shares are held indirectly through an account with a bank or broker, you will receive from your bank or broker an instruction card and information about how to give voting instructions to them.

Voting at the Annual Meeting

If you virtually attend the Annual Meeting, you can vote online during the Annual Meeting, even if you have previously returned a proxy or otherwise voted. You will need your 16-digit Control Number that is included in the Notice or, if you received a printed copy of the proxy materials, in your proxy card or the instructions that accompanied your proxy materials in order to be able to enter the Annual Meeting and to vote during the Annual Meeting.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.

Voting on Other Matters

If you sign and return your proxy, and if any other matters are properly presented at the Annual Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for you. As of the date we filed this proxy statement, we were not aware of any other matters to be raised at the Annual Meeting.

Revocation of Proxies

You may revoke your proxy any time before voting is declared closed at the Annual Meeting. You may revoke your proxy by sending a signed proxy card with a later date before voting is declared closed or by voting online during the Annual Meeting. You may also revoke your proxy by voting a new proxy, by telephone or Internet or by providing written notice of revocation to the Corporate Secretary, Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017.

If your proxy is not properly revoked, we will vote your shares as indicated in your most recent valid proxy.

Required Vote

The presence or representation by proxy of the holders of a majority in voting power of the company’s issued and outstanding common stock and entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and shares represented by “broker non-votes” that are present and entitled to vote at the Annual Meeting are counted for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not have discretionary voting power for a proposal and has not received instructions from the beneficial owner. Under current New York Stock Exchange (“NYSE”) rules, if you do not instruct your broker how to vote with respect to Items 1, 2 or 4, your broker may not vote your shares with respect to such proposals. There cannot be any broker non-votes with respect to Item 3 because brokers have discretion under the NYSE rules to vote uninstructed shares on such proposals.

With respect to Item 1 (election of directors), in an uncontested election of directors, to be elected, a director nominee must receive a majority of the votes cast by holders of the company’s common stock present in person or represented by proxy at the virtual Annual Meeting and entitled to vote on the election of directors (a “majority vote”). Abstentions and broker non-votes are not counted as votes “for” or “against” a director nominee and will have no effect on the outcome of the election. In a contested election of directors, to be elected, a director nominee must receive a plurality of the votes cast by holders of the company’s common stock present in person or represented by proxy at the virtual Annual Meeting and entitled to vote on the election of directors. Under the company’s bylaws, a “contested election” is an election in which, as of the tenth day preceding the date the company first transmits the notice of meeting for such annual meeting to its shareholders or at any time thereafter, the number of nominees for director is greater than the number to be elected.

In the event of an uncontested election, each incumbent director standing for re-election at the Annual Meeting has agreed to resign, upon acceptance of such resignation by the Board, if such director does not receive a

majority of the votes cast in such election. The Board must accept or reject such resignation within 90 days following certification of the shareholder vote.

If a director’s resignation is not accepted by the Board, such director will continue to serve until the next annual meeting of shareholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal. If the Board accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may either (i) fill the resulting vacancy pursuant to the company’s bylaws or (ii) decrease the size of the Board to eliminate the vacancy.

Approval of Item 2 (approval of the Amended and Restated Stock Incentive Plan) requires the affirmative vote of a majority of the votes cast on the proposal under current NYSE rules, which require that “votes cast” must be calculated in accordance with a company’s own governing documents and any applicable state law. Accordingly, abstentions will not count as votes cast “for” or “against” the proposal and will have no effect on the outcome of the proposal. In addition, broker non-votes will not count as votes cast “for” or “against” the proposal and will have no effect on the outcome of the proposal.

The affirmative vote of the holders of a majority in voting power of the company’s outstanding common stock present in person or represented by proxy at the virtual Annual Meeting and entitled to vote on such matters is required to approve Item 3 (ratification of the company’s independent registered public accounting firm) and Item 4 (approval of the compensation of the company’s named executive officers). If you abstain from voting on Items 3 or 4, it will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the outcome of Item 4. Items 3 and 4 are advisory in nature and are non-binding.

Cost of Proxy Solicitation

We will pay the expenses of soliciting proxies. Proxies may be solicited in person or by mail, telephone, facsimile or other electronic transmission by our directors, officers and employees, without additional compensation. We will reimburse brokers and other custodians, nominees and fiduciaries that forward soliciting materials to beneficial owners of stock held of record by such entities.

List of Shareholders

A list of all shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting on the virtual meeting page and ten days prior to the Annual Meeting at the company’s corporate headquarters between the hours of 8:45 a.m. and 4:30 p.m. New York time. You may schedule an appointment to review the list of shareholders by contacting our Corporate Secretary at Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017 or (212) 832-3232.

Householding

In order to reduce printing and postage costs, we have undertaken an effort to deliver a single copy of the proxy materials to multiple shareholders of record sharing an address. This delivery method, called “householding,” will not be used if we receive contrary instructions from one or more of the shareholders sharing an address. If your household received a single copy of the proxy materials, we will promptly deliver a separate copy of these materials to any shareholder who sends a written request to the Corporate Secretary, Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017. Requests may also be directed to the Corporate Secretary at (212) 832-3232. If your household receives multiple copies of the proxy materials, and you wish to request delivery of a single copy, you may contact our Corporate Secretary as set forth above. Even if householding is used, a separate proxy card will be provided to each shareholder of record. Each proxy card should be signed, dated and returned to the company.

Voting Results

Broadridge Financial Solutions, Inc. (“Broadridge”) will act as the company’s inspector of election and independent tabulating agent. We will publish the voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days of the Annual Meeting.

Confidentiality of Voting

We keep all proxies, ballots and voting tabulations confidential. However, we permit Broadridge to examine these documents. We have instructed Broadridge to forward us any written comments included in a proxy card.

Annual Report

We make available free of charge on our website at www.cohenandsteers.com, under “Company–Investor Relations–SEC Filings,” our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments thereto, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. In addition, we will provide free of charge to each shareholder upon written request a copy of our Annual Reports on Form 10-K (including our consolidated financial statements, schedules and list of exhibits), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments thereto. Requests for copies should be addressed to the Corporate Secretary, Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017. Requests may also be directed to the Corporate Secretary at (212) 832-3232. Copies can also be accessed electronically on the SEC’s website at www.sec.gov. The company’s Annual Report on Form 10-K for the year ended December 31, 2021 and the company’s 2021 annual report to shareholders are not part of the proxy solicitation materials.

ITEM ONE

ELECTION OF DIRECTORS

The company’s amended and restated certificate of incorporation and bylaws provide that the Board will consist of that number of directors as determined from time to time by resolution of the Board. The number of directors is currently fixed at nine. Acting upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board has nominated the nine individuals listed below for election as directors to hold office until the next annual meeting of shareholders and the election and qualification of their successors. All such nominees are currently directors of the company.

The proxies solicited hereby, unless directed to the contrary therein, will be voted “FOR” the nine director nominees. All nominees have consented to being named in this proxy statement and to serve if elected. The Board has no reason to believe that any nominee will be unavailable or unable to serve as a director, but if for any reason any nominee is unavailable or unable to serve, the shares represented by all valid proxies will be voted by the person(s) acting under said proxy in accordance with the recommendation of the Board.

Nominee Information

When considering director nominees, the Board and the Nominating Committee consider each nominee’s experience, qualifications, attributes and skills. With respect to Dr. Aggarwal, the Board considered her expertise relating to corporate governance, capital raising, global financial markets and securities market regulation. With respect to Mr. Connor, the Board considered his experience in the investment banking industry where he advised companies across a wide range of industries as well as his current role as the chief financial officer of a publicly-traded company. With respect to Mr. Rhein, the Board considered his background in accounting matters, which includes specialization in the real estate sector, as well as his previous long-term membership on the board of directors of a publicly-traded real estate investment trust. With respect to Mr. Simon, the Board considered the broad perspective brought by his experience directing the research and analysis of companies across a wide range of industries. With respect to Ms. Smith, the Board considered her extensive management experience at a financial services company and her expertise in human resources matters, broad administrative and organizational oversight and personnel management. With respect to Mr. Villani, the Board considered his background in the investment management industry, including his experience as the chief executive officer of a large global investment management firm. With respect to Messrs. Cohen, Steers and Harvey, the Board considered their knowledge and many years of experience with the company, including Mr. Cohen’s and Mr. Steers’ founding of the company.

Set forth below are the names of each director nominee, their ages and positions with the company, the years they became directors and their biographical information.

Name

Age

Position

Martin Cohen

Chairman of the board of directors and director

Robert H. Steers

Executive chairman and director

Joseph M. Harvey

Chief executive officer, president and director

Reena Aggarwal

Director

Frank T. Connor

Director

Peter L. Rhein

Director

Richard P. Simon

Director

Dasha Smith

Director

Edmond D. Villani

Director

Martin Cohen, a director since August 2004, is the chairman of the Board. Mr. Cohen served with Mr. Steers as the company’s co-chief executive officer and co-chairman until 2014 and then served as executive chairman until his retirement from the company in February 2016. Prior to co-founding the firm in 1986 with Mr. Steers, Mr. Cohen was a senior vice president and portfolio manager at National Securities and Research Corporation from 1984 to 1986, where, in 1985, he and Mr. Steers organized and managed the nation’s first real estate securities mutual fund. From 1976 to 1981, Mr. Cohen was a vice president at Citibank, where, in 1980, he organized and managed the

Citibank Real Estate Stock Fund. Mr. Cohen is a former member of the board of governors of the National Association of Real Estate Investment Trusts. Mr. Cohen has a BS degree from the City College of New York and an MBA degree from New York University.

Robert H. Steers, a director since August 2004, is the company’s executive chairman. Mr. Steers served with Mr. Cohen as the company’s co-chief executive officer and co-chairman until 2014 and then served as the company’s chief executive officer until March 2022. Prior to co-founding the firm in 1986 with Mr. Cohen, Mr. Steers was a senior vice president and the chief investment officer of National Securities and Research Corporation from 1982 to 1986, where, in 1985, he and Mr. Cohen organized and managed the nation’s first real estate securities mutual fund. From 1977 to 1982, Mr. Steers was a vice president at Citibank, serving as an analyst and portfolio manager of Citibank’s Emerging Growth Stock Fund. Mr. Steers is a member of the Advisory Committee of the Staff Retirement Plan of the International Monetary Fund and a member of the Investment Committee, Georgetown University. Mr. Steers also serves as a Vice President of Cohen & Steers Securities, LLC and previously served as director and chairman of each of the company’s U.S. registered open-end and closed-end funds until December 2021. Mr. Steers has a BS degree from Georgetown University and an MBA degree from George Washington University.

Joseph M. Harvey, a director since August 2019, is the company’s chief executive officer and president. Joining the company in 1992 as a REIT analyst, Mr. Harvey subsequently served as a portfolio manager from 1998 to 2016 and chief investment officer from 2003 to 2019. He has served as the company’s president since 2003. Prior to that, Mr. Harvey was a vice president with Robert A. Stanger Co., where for five years he was an analyst specializing in real estate, oil and gas and related securities for the firm’s research and consulting activities. Mr. Harvey also serves as a vice president, director and chairman of each of the company’s U.S. registered open-end and closed-end funds. Mr. Harvey has a BSE degree from Princeton University.

Reena Aggarwal, a director since November 2016, is the Robert E. McDonough Professor of Finance and Director of the Georgetown Center for Financial Markets and Policy at Georgetown’s McDonough School of Business. Until July 2020, Dr. Aggarwal was the Vice Provost for Faculty at Georgetown University and held various positions on the faculty since 1986, and has also served as the Interim Dean and Deputy Dean of Georgetown’s McDonough School of Business. She has written extensively on corporate governance, capital raising, IPOs, institutional investors, private equity, valuation, global financial markets and securities market regulation. Dr. Aggarwal has received several research awards, including the 2015 BlackRock-National Association of Corporate Directors Global Challenge for Innovation in Corporate Governance Award. Dr. Aggarwal also serves on the boards of directors of Dimensional Fund Advisors’ U.S. mutual funds and exchange-traded funds (five investment companies), where she is a member of the respective audit committees and the nominating committees, and Nuveen Churchill BDC, where she is a member of the audit committee and the nominating committee. She is a former member of the boards of directors of NYLIM IndexIQ and Brightwood Capital Advisors, L.P. She received a Ph.D. degree in finance from the University of Maryland and a Master of Management Studies from BITS, India.

Frank T. Connor, a director since March 2014, is executive vice president and chief financial officer of Textron Inc. Prior to joining Textron in August 2009, Mr. Connor was a managing director and head of telecom investment banking at Goldman, Sachs & Co. from 2003 to 2008. Prior to that, he served as chief operating officer of telecom, technology and media investment banking at Goldman Sachs from 1998 to 2003. Mr. Connor joined the corporate finance department at Goldman Sachs in 1986 and became a vice president in 1990 and a managing director in 1996. He currently serves as a director of FM Global, a Rhode Island-headquartered mutual insurance company. Mr. Connor has a BA degree in business from the University of Notre Dame and an MBA degree from the University of Chicago.

Peter L. Rhein, a director since August 2004, has been a general partner of Sarlot and Rhein, a real estate investment partnership, since 1967, and a co-managing member of BBC Properties, LLC, a real estate investment company, since 2001. From 1970 until 1984, he was employed in various capacities by Wells Fargo Realty Advisors and its affiliates. From 1976 until 1984, he was vice president, treasurer and chief financial officer of Wells Fargo Mortgage and Equity Trust, a real estate investment trust. Mr. Rhein is a former member of the board of directors of Healthpeak Properties, Inc. (formerly known as HCP, Inc.). Mr. Rhein has a BS degree in accounting from Claremont McKenna College and is a retired certified public accountant.

Richard P. Simon, a director since August 2004, retired from Goldman, Sachs & Co. in 2004. From 1978 until his retirement, he was employed in various capacities by Goldman Sachs, most recently as a managing director. Between 1990 and 2002, Mr. Simon coordinated the Goldman Sachs global media, publishing, advertising, broadcasting and cable research and served as a managing director from 1996 until his retirement. Prior to retiring from Goldman Sachs, Mr. Simon mentored analysts and was deputy director of research. Mr. Simon has a BA degree in accounting from the University of Toledo and an MBA degree from New York University.

Dasha Smith, a director since November 2019, is the Executive Vice President, Chief Administrative Officer for the National Football League (NFL). In this role, Ms. Smith is a member of the NFL executive operating committee and leads people operations and strategy (HR), technology, diversity and inclusion, social responsibility and league office administration. Before joining the NFL in 2019, Ms. Smith was Executive Vice President, Global Chief Human Resources Officer for Sony Music Entertainment, a leading music, entertainment and technology company. Prior to joining Sony in 2018, she served as Managing Director and Global Chief Human Resources Officer at GCM Grosvenor, a global alternatives investment firm. Ms. Smith previously held senior leadership roles at Time Inc. and was in private practice as a corporate lawyer early in her career. She serves on the board of directors of Northern Star Investment Corp. III, a special purpose acquisition company, and on the boards of directors of CAPTRUST and Beautycounter, each a privately held company, as well as several non-profit educational and arts organizations. Ms. Smith has a BA degree from Georgetown University and a JD degree from the University of Virginia.

Edmond D. Villani, a director since August 2004, served as vice chairman of Deutsche Asset Management, North America until December 31, 2005. Between 1997 and 2002, he was the chief executive officer of Scudder, Stevens & Clark, Inc. and its successor entities. Mr. Villani is the former chairman of the board of Georgetown University and a former trustee of the Colonial Williamsburg Foundation, where he served as chair of the investment committee. Mr. Villani has a BA degree in mathematics from Georgetown University and a Ph.D. degree in economics from the University of Pennsylvania.

Recommendation of the Board

The Board recommends a vote “FOR” each of the nine director nominees.

CORPORATE GOVERNANCE

We regularly monitor legal and regulatory developments and review our corporate governance policies, processes and practices to respond to any such developments. We have sought to be a model of corporate governance by having an active and fully engaged Board, aligning compensation of senior leaders with shareholder and client interests and enforcing the highest compliance standards. Our corporate governance policies, processes and practices are designed to ensure that the leadership of our business meets our stated vision and goals. We seek to align the interests of the Board and management with those of our shareholders, while demonstrating the highest levels of ethical conduct.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that address the following: (i) director qualification standards, including guidelines for determining independence; (ii) director responsibilities; (iii) director access to management and, as appropriate, independent advisors; (iv) director compensation; (v) director orientation and continuing education; (vi) management succession; and (vii) annual performance evaluations of the Board. The Corporate Governance Guidelines are available on the company’s website at www.cohenandsteers.com under “Company–Investor Relations–Corporate Governance.”

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that applies to the company’s directors, officers and employees and which addresses: (i) conflicts of interest; (ii) corporate opportunities; (iii) confidentiality of information; (iv) fair dealing; (v) protection and proper use of company assets; (vi) compliance with laws, rules and regulations; and (vii) reporting illegal or unethical behavior. The Board has also adopted a Code of Ethics for Senior Financial Officers that is designed to promote honest and ethical conduct and compliance with applicable laws, particularly as it relates to the maintenance of the company’s financial books and records and the preparation of its financial statements. The Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers are available on the company’s website at www.cohenandsteers.com under “Company–Investor Relations–Corporate Governance.” As required by applicable SEC rules and the NYSE listing standards, the company will promptly disclose any substantive changes in, or waivers of, the Code of Ethics for Senior Financial Officers and any waiver of the Code of Business Conduct and Ethics granted to its directors and executive officers on the company’s website at www.cohenandsteers.com under “Company–Investor Relations–Corporate Governance.”

Shareholders are encouraged to visit “Investor Relations” in the “Company” page of our website at www.cohenandsteers.com for additional information about the Board and its committees and corporate governance at the company.

Director Independence Determination

Under the NYSE listing standards, a director is not considered independent unless the Board affirmatively determines that such director does not have a “material relationship” with the company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. In addition, the NYSE has adopted five bright-line independence tests. Each of these tests describes a specific set of circumstances that prohibit a director from being considered independent from the company’s management. For example, a director who is an employee of the company, or whose immediate family member is an executive officer of the company, is not considered to be independent until three years following the end of the employment relationship. The other bright-line independence tests address circumstances involving: (i) the receipt of more than $120,000 per year in direct compensation from the company, except for certain permitted payments such as director fees; (ii) employment by, or affiliations with, the company’s current or former internal or external auditors; (iii) interlocking directorates; and (iv) certain business relationships involving companies that make payments to, or receive payments from, the company above specified annual thresholds. For more information about the NYSE’s bright-line director independence tests, including the NYSE commentary explaining the application of these tests, please go to the NYSE’s website at www.nyse.com.

The NYSE’s director independence requirements are designed to increase the quality of board oversight at listed companies and to lessen the possibility of damaging conflicts of interest. However, the NYSE listing standards do not define every relationship that may be considered material for purposes of determining a director’s independence

from management. Material relationships may include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. As the concern is a director’s independence from management, the NYSE does not consider the ownership of a significant amount of stock, by itself, to preclude an independence finding.

At its meeting on February 24, 2022, the Board made a determination on the independence of each director nominee. The Board determined that each of Messrs. Connor, Rhein, Simon and Villani, Dr. Aggarwal and Ms. Smith do not have a material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company) and are independent under the NYSE listing standards and applicable SEC rules. In addition, the Board considered, but did not believe to be material, that some members of the Board are or are considering becoming investors in certain funds and accounts that the company manages. Finally, the Board determined that each of Messrs. Cohen, Steers and Harvey are not independent. None of the directors participated in the determination of their own independence.

Director Nomination Process and Board Diversity

The company’s Corporate Governance Guidelines contain director selection criteria that apply to director nominees. The Nominating Committee ensures that each director nominee satisfies at a minimum the criteria set forth in the Corporate Governance Guidelines. The minimum qualifications for serving as a director are that a candidate must possess strength of character and demonstrate mature judgment, independence of thought and an ability to work collegially. Each director must be qualified and able to represent the interests of all the company’s shareholders.

When identifying director nominees, the Nominating Committee seeks qualified and experienced candidates with backgrounds that support a balance of knowledge, experience, skills, expertise and diversity appropriate for the Board as a whole. Prior to nominating a new director candidate, the Nominating Committee considers the collective experience of the existing Board members and considers and evaluates the background and qualifications of each director candidate and the extent to which such background and qualifications may benefit the company based on the size and composition of the Board at the time. Based on that evaluation, the Nominating Committee will nominate individuals who it believes will strengthen the Board’s ability to serve the company’s shareholders as a result of their experience and expertise.

The Board believes that diversity is an important component of a board of directors, including diversity of background, skills, experience, gender, race and ethnicity. Of the full Board, two members (22%) self-identify as female and two members (22%) self-identify as racially/ethnically diverse. Of the Audit, Compensation and Nominating Committees of the Board, two members (33%) of each such committee self-identify as female and two members (33%) of each such committee self-identify as racially/ethnically diverse. Racial/ethnic diversity refers to the following: Asian (excluding Indian or South Asian); Black or African American; Hispanic or Latin American; Indian or South Asian; Middle-Eastern or North African; Native American or Alaskan Native; Native Hawaiian or Other Pacific Islander; or Two or More Races/Other.

Although the company does not have a formal policy regarding director diversity, the Nominating Committee, guided by its charter and the Corporate Governance Guidelines, assesses and considers the diversity of the Board prior to nominating director candidates and seeks to identify and include director candidates who will enhance the Board’s diversity. The Board selects candidates on the basis of qualifications and experience without discriminating on the basis of race, color, national origin, gender, sex, sexual preference or religion. We believe the company’s current Board members collectively possess diverse knowledge, expertise and experience in the disciplines that impact our business.

When vacancies on the Board exist or are expected, or a need for a particular expertise has been identified, the Nominating Committee may seek recommendations for director candidates from current directors and management and may also engage a search firm to assist in identifying director candidates. The Nominating Committee will also consider properly submitted shareholder recommendations for director candidates under the same procedure used for considering director candidates recommended by current directors and management. Shareholder recommendations for director candidates should include the candidate’s name and specific qualifications to serve on the Board, and the recommending shareholder should also submit evidence of such shareholder’s ownership of shares of the company’s common stock, including the number of shares owned and the length of time of such ownership. Recommendations

should be addressed to the Corporate Secretary, Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017.

When a potential director candidate has been identified, the Nominating Committee will review publicly available information about such candidate to assess whether or not the candidate warrants further consideration. If the Nominating Committee determines that a candidate warrants further consideration, the chair of the Nominating Committee, or a designee, will contact the potential candidate. In general, if a potential candidate expresses a willingness to be considered and to serve on the Board, the Nominating Committee will request additional information from the candidate and review such candidate’s experience and qualifications. All nominees for election to our Board at the Annual Meeting are standing for re-election.

Board Oversight of Risk Management

The company operates in a highly regulated industry. The Board’s role in managing the company’s risk is one of informed oversight. The Board assists management in shaping the company’s overall risk philosophy and works with management to set the “tone at the top” such that prudent mitigation of risk is incorporated into business decision-making at the company. We have developed compliance programs that are designed to monitor risks and to detect and prevent any wrongdoing by employees. In addition, we have established an enterprise risk management committee that is responsible for developing an integrated approach and process for managing the company’s risks.

The Board is regularly informed about the most significant risks affecting the company and assesses the appropriateness of management’s responses to such risks. As part of this assessment, the Board reviews the company’s insurance coverage, including the type and level of coverage, material gaps, if any, and how the company’s coverage compares to its peers.

The Board and management have been in regular communication and engagement since the outset of the COVID-19 pandemic to continually assess the actual and potential risks to the company of the pandemic and pandemic-related conditions. The Board has been apprised on an ongoing basis of management’s views on the actual and potential impact of the pandemic on the company’s core investment strategies, as well as the company’s strategic response to the pandemic. The Board periodically reviews and confirms the propriety of the company’s executive succession plans and its ability to immediately execute any such plans to ensure continuity of senior leadership in the event any executives became unable to perform their duties for an extended period of time for any reason.

Each committee of the Board is responsible for evaluating and providing oversight of certain risks. The Audit Committee plays a key role in oversight of the company’s financial risk management function. The Audit Committee regularly discusses with management and, as appropriate, the company’s internal and external auditors, the financial, legal, operational, information security (including cybersecurity and data privacy) and regulatory risks affecting the company, along with the company’s efforts to mitigate such risks. The Audit Committee also reviews and discusses with management any related party transactions or material breaches of the company’s codes of conduct. Members of the Audit Committee have been in regular communication and discussion with management, both within and without the context of formal committee meetings, regarding the COVID-19 pandemic and its actual and potential impact on the company’s financial risk management function, including heightened information security (including cybersecurity and data privacy) risks to the company when operating in a remote work environment. In addition, the Board periodically meets with members of the company’s information technology department and other key personnel to review any significant operational issues or findings and to assess information security (including cybersecurity and data privacy) risks and to evaluate the status of the company’s cybersecurity efforts, which include a broad range of tools and training initiatives that are designed to work together to protect the data and systems used in the company’s business. The Compensation Committee is responsible for overseeing management of risks relating to the company’s compensation practices and programs. The Nominating Committee manages risks associated with the independence and compensation of members of the Board. Together with the Board, the Nominating Committee also actively oversees the company’s executive succession and management continuity plans, designed to provide leadership stability and predictability in the event of any anticipated or unanticipated transition or succession in a senior executive position.

Board Leadership Structure

The roles of chairman of the board of directors and chief executive officer have been separated since 2014. We believe this leadership structure is appropriate for the company and is in the best interests of its shareholders because it allows the non-executive chairman to focus on leading the Board while allowing the chief executive officer to focus on the day-to-day management of the company and execution of the company’s strategic initiatives and business plan.

The Board does not currently have a lead independent director. Given the size of the Board, the Board and the Nominating Committee do not believe that there is currently a need for a lead independent director because of the majority independent composition of the Board, the strong leadership and contributions of the company’s independent directors and the effectiveness of the company’s current corporate governance structure and processes. In addition, the Board and the Nominating Committee do not believe that Mr. Cohen’s ability to provide effective leadership and oversight as our non-executive chairman is impaired by his relationship to the company.

Executive Sessions

Executive sessions of the non-management directors are held in conjunction with each regularly scheduled quarterly Board meeting. The independent non-management directors hold at least one executive session per year excluding any non-independent directors. Mr. Cohen chairs the executive sessions attended by all non-management directors, and executive sessions of only the independent directors are chaired by one of the independent directors on a rotational basis.

Communications with the Board

Shareholders and other interested parties may contact the Board, any committee of the Board or any individual director or group of directors, including the independent directors, by mail or email. Correspondence can be sent to Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017 or emailed to boardcommunications@cohenandsteers.com.

A member of the company’s Legal Department will open all correspondence addressed to the Board, any committee of the Board or any director to ensure correspondence is appropriately directed. All correspondence that is not an advertisement, promotion of a product or service or patently offensive will promptly be sent to the addressee. If a complaint or concern involves accounting, internal accounting controls or auditing matters, the correspondence will be directed to the chair of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

BOARD MEETINGS AND COMMITTEES

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating Committee. The current charters for each committee are available on the company’s website at www.cohenandsteers.com under “Company–Investor Relations–Corporate Governance.”

The Audit Committee

The Audit Committee is currently comprised of Messrs. Connor (chair), Rhein, Simon and Villani, Dr. Aggarwal and Ms. Smith, each of whom is independent and satisfies the requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 10A-3 establishes listing standards related to audit committees, including with respect to: (i) the independence of audit committee members; (ii) the audit committee’s responsibility to select and oversee the independent registered public accounting firm; (iii) procedures for handling complaints regarding a company’s accounting practices; (iv) the audit committee’s authority to engage advisors; and (v) funding for the independent registered public accounting firm and any outside advisors engaged by the audit committee. The Board has determined that each of Messrs. Connor and Rhein, Dr. Aggarwal and Ms. Smith qualifies as an “audit committee financial expert” as defined by SEC rules and that each of Messrs. Connor, Rhein, Simon and Villani, Dr. Aggarwal and Ms. Smith has accounting and related financial management expertise in accordance with the NYSE listing standards.

The Audit Committee’s primary purpose is to assist the Board with its oversight of: (i) the integrity of the company’s financial statements; (ii) the independent registered public accounting firm’s qualifications and independence; (iii) the company’s internal audit function; and (iv) the company’s compliance with applicable legal and regulatory requirements. The Audit Committee also prepares the audit committee report as required by SEC rules to be included in the company’s annual proxy statements.

The Audit Committee regularly holds separate sessions with the company’s management, internal auditors and independent registered public accounting firm.

The Compensation Committee

The Compensation Committee is currently comprised of Ms. Smith (chair), Messrs. Connor, Rhein, Simon and Villani and Dr. Aggarwal, each of whom is independent under the NYSE listing standards and a “non-employee director” as defined in the applicable SEC rules.

The Compensation Committee is responsible for overseeing the company’s compensation plans and programs and setting compensation for the company’s executive officers. The Compensation Committee has delegated authority (with certain limitations) to the chief executive officer to grant awards under the company’s Amended and Restated Stock Incentive Plan to employees who are not Section 16 officers. For additional information on the Compensation Committee’s responsibilities, see “Executive Compensation–Compensation Discussion and Analysis.”

Compensation Committee Interlocks and Insider Participation

None of the Compensation Committee’s members is or has been an officer or employee of the company. None of the company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served on the company’s Board or as a member of the Compensation Committee during 2021.

The Nominating Committee

The Nominating Committee is currently comprised of Dr. Aggarwal (chair), Messrs. Connor, Rhein, Simon and Villani and Ms. Smith, each of whom is independent under the NYSE listing standards. The Nominating Committee is responsible for: (i) assisting the Board in identifying qualified director candidates; (ii) recommending to the Board the director nominees to be elected at annual meetings of shareholders; (iii) recommending to the Board nominees for each committee of the Board; (iv) overseeing executive succession planning and making related recommendations to the Board; (v) recommending to the Board corporate governance guidelines applicable to the company; and (vi) overseeing the Board’s annual evaluation.

Meetings

The Board met six times in 2021. In 2021, the committees of the Board held the following number of meetings: Audit Committee – eight meetings; Compensation Committee – four meetings; and Nominating Committee – two meetings. During 2021, each director attended at least 75% of the meetings of the Board and each committee on which such director served during the period for which he or she served. Mr. Steers took a medical leave of absence from his position as a director of the company from February 2021 to June 2021. During 2021, Mr. Steers attended 100% of the meetings of the Board outside of his leave period. Mr. Steers does not serve on any committees of the Board.

The Board believes that it is important for shareholders to have the opportunity to meet and talk to the independent directors. Therefore, the Board generally schedules a board meeting in conjunction with our annual meeting of shareholders and expects directors, absent valid reasons, to attend the annual meeting of shareholders. All members of the Board attended the 2021 annual meeting of shareholders.

Director Compensation

The Nominating Committee reviews and recommends to the Board the compensation of the company’s non-management directors. The Nominating Committee generally reviews director compensation every two years to help ensure that director compensation remains competitive. As part of its review, the Nominating Committee consults with McLagan Partners (“McLagan”) to determine the reasonableness and adequacy of the company’s non-management director compensation.

At its August 5, 2021 meeting, based on advice from McLagan, the Nominating Committee determined that it was appropriate to increase the annual retainer paid to non-management directors by $25,000 from $185,000 ($85,000 of which was payable quarterly in cash and $100,000 of which was payable quarterly in restricted stock units) to $210,000 ($100,000 of which is payable quarterly in cash and $110,000 of which is payable quarterly in restricted stock units). The increase was effective beginning with the third quarter of 2021. Board compensation had not previously been increased since August 2017.

The restricted stock units are granted under the company’s Amended and Restated Stock Incentive Plan and are 100% vested on the grant date and delivered on the third anniversary of the grant date. Any fractional shares are paid in cash. Non-management directors are paid in cash when the company pays dividends on its common stock.

In addition, the chairman of the Board receives an annual cash retainer of $180,000; the chair of the Audit Committee receives an annual cash retainer of $15,000; the chair of the Compensation Committee receives an annual cash retainer of $7,500; and the chair of the Nominating Committee receives an annual cash retainer of $5,000. Members of the Audit Committee (including the committee chair) receive an annual cash retainer of $15,000; members of the Compensation Committee (including the committee chair) receive an annual cash retainer of $7,500; and members of the Nominating Committee (including the committee chair) receive an annual cash retainer of $5,000. All retainers are payable quarterly in arrears.

Non-management directors are reimbursed for reasonable travel and related expenses associated with attendance at in-person Board and committee meetings as well as reasonable expenses for continuing education programs related to their role as members of the Board.

Non-management directors are not paid additional fees for attending, either in person or telephonically, individual meetings of the Board or its committees. Compensation for participation in such meetings is included in the annual retainers as described above. Other than Mr. Cohen, the company’s non-management directors do not receive any fees or compensation from the company other than compensation for serving as a director. Messrs. Steers and Harvey do not receive additional compensation for serving as directors.

The following table sets forth the compensation paid by the company to the non-management directors in fiscal 2021.

2021 Director Compensation


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Martin Cohen	268,904	102,346(2)	—	—	—	15,289(3)	386,589
Reena Aggarwal	116,404	102,346(2)	—	—	—	—	218,750
Frank Connor	116,404	102,346(2)	—	—	—	—	218,750
Peter Rhein	131,404	102,346(2)	—	—	—	—	233,750
Richard Simon	121,404	102,346(2)	—	—	—	—	223,750
Dasha Smith	116,404	102,346(2)	—	—	—	—	218,750
Edmond Villani	123,904	102,346(2)	—	—	—	—	226,250

______________________________

(1)The amounts in this column reflect the aggregate grant date fair value of restricted stock units awarded in fiscal 2021, as computed using the average of the high and low price of the company’s common stock in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation–Stock Compensation (“ASC Topic 718”).

(2)Includes 341 restricted stock units granted to each of Messrs. Cohen, Connor, Rhein, Simon and Villani, Dr. Aggarwal and Ms. Smith on January 4, 2021 having a grant date fair value of $24,949; 375 restricted stock units granted to each of Messrs. Cohen, Connor, Rhein, Simon and Villani, Dr. Aggarwal and Ms. Smith on April 1, 2021 having a grant date fair value of $24,965; 304 restricted stock units granted to each of Messrs. Cohen, Connor, Rhein, Simon and Villani, Dr. Aggarwal and Ms. Smith on July 1, 2021 having a grant date fair value of $24,960; and 325 restricted stock units granted to each of Messrs. Cohen, Connor, Rhein, Simon and Villani, Dr. Aggarwal and Ms. Smith on October 1, 2021 having a grant date fair value of $27,472. The restricted stock units were 100% vested on the grant date and the underlying common stock will be delivered on the third anniversary of the grant date.

(3)Pursuant to the terms of Mr. Cohen’s employment agreement with the company, in connection with his retirement he and his spouse and dependents are entitled to continued coverage under the company’s medical plans in which he was participating at the time of his retirement for the remainder of his life, subject to payment by him of the same premiums he would have paid during such period of coverage if he were an active employee. The amount in this column represents the employer portion of continued coverage under the company’s medical and dental plans for fiscal 2021.

OWNERSHIP OF COHEN & STEERS, INC. COMMON STOCK

Principal Shareholders

As of March 10, 2022, our executive chairman, Robert Steers, and a member of his family beneficially owned or controlled approximately 24.1% of our outstanding common stock and our chairman of the Board, Martin Cohen, and a member of his family beneficially owned or controlled approximately 19.7% of our outstanding common stock. Such levels of ownership or control create the ability to meaningfully influence, among other things, the election of members of the Board and the outcome of corporate actions requiring shareholder approval.

Beneficial Ownership of Certain Shareholders, Directors and Executive Officers

The following securities ownership table sets forth certain information with respect to the beneficial ownership of the company’s common stock as of March 10, 2022 by: (i) each person who is known by the company to beneficially own more than 5% of the outstanding shares of the company’s common stock; (ii) each director; (iii) each executive officer named in the Summary Compensation Table; and (iv) all of the company’s directors and executive officers as a group.

Except as otherwise noted, each person exercises sole voting power or investment power over the shares of common stock beneficially owned by such person. The number of shares of common stock shown as beneficially owned by each director and executive officer was determined in accordance with SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose and should not be interpreted as such. Beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock that such person has the right to acquire within 60 days of March 10, 2022 through the exercise of any option, warrant or right, or the delivery of shares of common stock underlying restricted stock units.

As of March 10, 2022, there were 48,677,330 shares of our common stock outstanding. This amount does not include shares of common stock underlying outstanding restricted stock units granted by the company to its directors and employees.


Name(†)	Amount and Nature of Beneficial Ownership of Common Stock	Percent of Common Stock Outstanding	Amount of Restricted Stock Units Held(1)
Baron Capital Group, Inc.(2)	2,916,298	6.04%	—
The Vanguard Group(3)	2,510,314	5.20%	—
Robert Steers(4)	11,750,059	24.14%	141,848
Martin Cohen(5)(6)	9,572,527	19.66%	4,374
Joseph Harvey(7)	1,363,998	2.80%	139,000
Edmond Villani(6)	34,709	*	4,374
Richard Simon(6)	34,234	*	4,374
Peter Rhein(6)(8)	27,922	*	4,374
Frank Connor(6)	13,016	*	4,374
Reena Aggarwal(6)	6,046	*	4,374
Dasha Smith	—	—	3,273
Adam Derechin	484,743	1.00%	32,668
Matthew Stadler	95,233	*	40,962
Jon Cheigh	57,944	*	78,472
Daniel Charles(9)	2,715	*	29,419
All directors and executive officers as a group (14 persons)(10)	23,481,840	48.24%	523,500

______________________________

† The address for Baron Capital Group, Inc. is 767 Fifth Avenue, 49th Floor, New York, New York 10153. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The address for each director and executive officer is c/o Cohen & Steers, Inc., 280 Park Avenue, New York, New York 10017. Except as otherwise noted below and subject to applicable community property laws, each person has sole voting and investment power with respect to the shares listed and may, from time to time, hold shares in accounts that have a margin feature.

* The number of shares of common stock held by such person is less than 1% of the outstanding shares of common stock.

(1)Represents non-voting restricted stock units granted under the company’s Amended and Restated Stock Incentive Plan (other than those scheduled to settle within 60 days, which are instead reflected as common stock beneficially owned as described in footnote (6)).

Additional information related to awards of restricted stock units to the company’s named executive officers appears in the Compensation Discussion and Analysis.

(2)Amount and percentage of common stock beneficially owned has been obtained from a Schedule 13G/A filed on February 14, 2022 by Baron Capital Group, Inc., BAMCO, Inc., Baron Capital Management, Inc. and Ronald Baron.

(3)Amount and percentage of common stock beneficially owned has been obtained from a Schedule 13G/A filed on February 9, 2022 by The Vanguard Group.

(4)Amount of common stock beneficially owned includes 6,928,457 shares held by the Robert H. Steers 2018 Revocable Trust, of which Mr. Steers and a member of his immediate family serve as trustees; 950,920 shares of common stock held by The Sunnyridge GST Exempt Family Trust, of which a member of Mr. Steers’ immediate family and an independent third party serve as trustees; 3,838,897 shares held by The Hilltop GST Non-Exempt Descendants’ Trust, of which a member of Mr. Steers’ immediate family and an independent third party serve as trustees; and 334 shares held by the Hamilton-Steers 2017 Trust FB Robert H. Steers, of which Mr. Steers and an independent third party serve as trustees. Mr. Steers disclaims beneficial ownership of the shares held by The Sunnyridge GST Exempt Family Trust and The Hilltop GST Non-Exempt Descendants’ Trust.

(5)Amount of common stock beneficially owned includes 8,381,461 shares of common stock held by the Martin Cohen 2018 Revocable Trust, of which Mr. Cohen and a member of his family serve as trustees.

(6)Amount of common stock beneficially owned includes 584 shares of common stock to be delivered on April 1, 2022 upon settlement of an equal number of restricted stock units.

(7)Amount of common stock beneficially owned includes 250,000 shares owned by a limited liability company, of which Mr. Harvey serves as investment manager. All of the interests in such limited liability company are held by a family trust.

(8)Amount of common stock beneficially owned includes 12,338 shares held by the Rhein family trust, a revocable trust, of which Mr. Rhein and a member of his family serve as trustees.

(9)Amount of common stock beneficially owned includes 2,715 shares held by Daniel P. Charles trust dated 8/22/13, a revocable trust, of which Mr. Charles serves as trustee.

(10) Amount of common stock beneficially owned includes an aggregate of 3,504 shares of common stock to be delivered on April 1, 2022 to certain non-management directors upon settlement of an equal number of restricted stock units.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the company’s directors, officers and persons who own more than ten percent of a registered class of the company’s equity securities to file reports of holdings of, and transactions in, the company’s common stock with the SEC. To the best of the company’s knowledge, based solely on a review of copies of such reports filed with the SEC and representations from the company’s officers and directors, the company believes that all persons subject to reporting filed the required reports on time in 2021, except as set forth below.

On December 2, 2021, Robert Steers filed a Statement of Change in Beneficial Ownership on Form 4 to report the acquisition of shares of common stock on May 20, 2020, acquired by will or the laws of descent and distribution. The transaction originally qualified for deferred reporting pursuant to Rule 16a-3(f) of the Exchange Act.

OTHER EXECUTIVE OFFICERS

In addition to Messrs. Steers and Harvey, the following individuals are currently executive officers of the company:

Name

Age

Position

Daniel P. Charles

Executive vice president and head of global distribution

Jon Cheigh

Executive vice president, chief investment officer and head of global real estate

Adam M. Derechin

Executive vice president and chief operating officer

Francis C. Poli

Executive vice president, general counsel and corporate secretary

Matthew S. Stadler

Executive vice president and chief financial officer

Daniel P. Charles, executive vice president and head of global distribution, oversees the company’s distribution efforts. Prior to joining the company in 2019, Mr. Charles served as Head of Global Distribution at William Blair from 2010 until December 2018, where he led the firm’s expansion into Australia and Canada. Prior to that, he served in various roles at Janus Capital Group from 2005 until 2010, overseeing worldwide sales, client service and consultant relations. Mr. Charles has a BS degree from Rockhurst University.

Jon Cheigh, executive vice president, chief investment officer and head of global real estate, leads the investment department and oversees the global real estate team, serving as senior portfolio manager for all global real estate strategies. Mr. Cheigh joined the company in 2005 as a REIT analyst and has served as a portfolio manager since 2008. He was named head of global real estate in 2012 and was appointed chief investment officer in 2019. Prior to joining the company, Mr. Cheigh was a vice president and senior REIT analyst at Security Capital Research & Management. Prior to that, he was a vice president of real estate acquisitions at InterPark and an acquisitions associate at Urban Growth Property Trust, two privately held real estate companies incubated by Security Capital Group. Mr. Cheigh holds a BA degree cum laude from Williams College and an MBA degree from the University of Chicago.

Adam M. Derechin, CFA, executive vice president and chief operating officer, is responsible for the company’s investment administration and information technology departments, as well as all global corporate facilities. Prior to joining the company in 1993, he worked for the Bank of New England, where he supervised mutual fund accountants. Mr. Derechin also serves as a director of each of the company’s U.S. registered open-end and closed-end funds, as a director of Cohen & Steers SICAV and Cohen & Steers Ireland Limited and as a Vice President of Cohen & Steers Securities, LLC. Mr. Derechin has a BA degree from Brandeis University and an MBA degree from the University of Maryland.

Francis C. Poli, executive vice president, general counsel and corporate secretary, oversees the company’s legal and compliance department. Prior to joining the company in 2007, Mr. Poli was managing director, chief legal officer and director of U.S. compliance for Allianz Global Investors. Prior to that, he served as vice president and assistant general counsel at J.P. Morgan & Co. and as an associate in the Securities Practice Group at Kelley Drye & Warren. Mr. Poli also serves as assistant secretary of each of the company’s U.S. registered open-end and closed-end funds, as a director of Cohen & Steers Asia Limited, Cohen & Steers UK Limited, Cohen & Steers Japan Limited and Cohen & Steers SICAV and as a director, President and Chief Legal Officer of Cohen & Steers Securities, LLC. Mr. Poli has a BA degree from Boston College and a JD from Pace University School of Law.

Matthew S. Stadler, CPA, executive vice president and chief financial officer, oversees the company’s accounting and finance department. Prior to joining the company in 2005, he served as a managing director at Lehman Brothers Inc. and chief financial officer of Neuberger Berman Inc., a Lehman Brothers company. He joined Neuberger Berman in 1999 and served as chief financial officer while the firm was an independent public company. Mr. Stadler served as a senior vice president and chief financial officer of National Discount Brokers Group from May 1999 until October 1999 and as a senior vice president and chief financial officer of Santander Investment Securities Inc. from August 1994 until April 1999. Mr. Stadler also serves as a director of Cohen & Steers Asia Limited, Cohen & Steers UK Limited and Cohen & Steers Japan Limited and as a director, Chief Financial Officer and Treasurer of Cohen & Steers Securities, LLC. Mr. Stadler attended Syracuse University and has a BS in accounting from Dowling College.

There are no family relationships between or among any of the company’s directors and executive officers.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our 2021 Highlights

During 2021, we continued to deliver investment outperformance for our clients and strong financial performance for our shareholders.

Strong investment performance

•as measured by assets under management as of December 31, 2021, 99% of our portfolios were outperforming their benchmarks on a one-year basis and 100% on a three-year basis

•86% percent of our open-end fund assets under management was rated 4- or 5-star Overall Morningstar RatingTM as of December 31, 2021(1)

Record-high financial results

•revenue increased by 36.6% from 2020 to a record high of $583.8 million

•operating margin increased to a record high of 44.6% (46.0% as adjusted(2)) from 22.2% (39.6% as adjusted(2)) in 2020(3)

•net income attributable to common stockholders was at a record high of $4.31 per diluted share ($4.03 as adjusted(2)), compared with $1.57 ($2.57 as adjusted(2)) in 2020(3)

•the company had its tenth consecutive quarter of firm-wide net inflows

(1) © 2022 Morningstar, Inc. All Rights Reserved. The information contained herein: (i) is proprietary to Morningstar and/or its content providers; (ii) may not be copied or distributed; and (iii) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. See Appendix B for more information.

(2) The term “as adjusted” is used to identify non-GAAP financial information. See pages 33–34 of the Form 10-K, “Reconciliations of U.S. GAAP to As Adjusted Financial Results,” for reconciliations to the most directly comparable U.S. GAAP financial measures.

(3) The year ended December 31, 2020, included $72.4 million in costs associated with a rights offering for the Cohen & Steers Quality Income Realty Fund and the IPO of the Cohen & Steers TaxAdvantaged Preferred Securities and Income Fund.

As an industry leader in real assets and alternative income, we are committed to delivering excess returns for our clients over the long term. Apart from our investment and financial performance, in fiscal 2021 we developed and implemented several product, strategy and human capital-related initiatives to further our company’s long-term success. Together, our fiscal 2021 performance and business initiatives reflected the long-term, shareholder-oriented mindset of our Board and executive committee, a group that collectively owned approximately 48.7% of our outstanding shares as of December 31, 2021.

Further, during 2021 we continued to integrate environmental, social and governance (ESG) principles into our investment process, including factors such as, but not limited to, management acumen, alignment of stakeholder interests, compensation practices, health and safety, human capital considerations, energy management and carbon emissions. We combine our internal research and company interactions with other industry data to form a comprehensive view that is incorporated both explicitly and implicitly into our investment decisions. We believe companies that integrate ESG considerations into their strategic plans and operations can enhance long-term shareholder value and mitigate potential risks.

Our Board’s fiscal 2021 executive pay decisions largely reflected our company’s record-high financial performance and our long-term shareholder-oriented mindset. In particular and reflecting the financial performance noted above, our named executive officers’ total compensation increased an average of 35.5% relative to their respective fiscal 2020 total compensation. Importantly, any and/or all increases to our executives’ total compensation were in the form of performance-based incentives and no changes were made to the terms, conditions and/or design of our executive pay program.

Overview

This Compensation Discussion and Analysis describes how our executive officers, including our named executive officers, are compensated.

December 31, 2021, except for the period during which Mr. Harvey served as acting chief executive officer from February 21, 2021 to May 31, 2021. In addition, on March 1, 2022, Mr. Harvey was appointed chief executive officer as successor to Mr. Steers, at which time Mr. Steers assumed the role of executive chairman.

Listed below are our named executive officers for fiscal 2021 and their current positions with the company.


Name									Position
Robert Steers									Executive chairman
Joseph Harvey									Chief executive officer and president
Matthew Stadler									Executive vice president and chief financial officer
Jon Cheigh									Executive vice president, chief investment officer and head of global real estate
Daniel Charles									Executive vice president and head of global distribution
Adam Derechin									Executive vice president and chief operating officer

We rely on a highly-qualified and experienced executive management team to: drive investment performance; enhance our investment capabilities; expand our distribution; generate organic growth; achieve positive financial results; promote employee engagement; and increase shareholder value. Our executive compensation program rewards performance consistent with these objectives.

Compensation Objectives and Philosophy

Our executive compensation program is designed to:

•Attract and retain a high-caliber leadership team;

•Link executive compensation to company, departmental and individual performance;

•Promote a long-term alignment of interests for the benefit of our clients, employees and shareholders; and

•Balance the needs and interests of multiple stakeholders, including clients, shareholders, employees and executives.

Our compensation programs, practices and decisions reflect the following principles:

•Compensation should be linked to performance. Executive compensation levels should reflect each executive’s impact on helping the company achieve its short- and long-term financial and strategic goals. Our executives’ total compensation opportunities emphasize performance-based variable compensation which supports higher total compensation when objectives are exceeded and lower total compensation when objectives are not met. The company’s annual performance generally has a greater impact on our executives’ total compensation levels in comparison to our non-executive employees’ total compensation.

•Compensation levels should be competitive. On an annual basis, the Compensation Committee reviews market data compiled by McLagan, its compensation consultant, to assess the competitiveness of our executive compensation program. This market data is used to benchmark our executive compensation levels against peers with whom we compete for leadership talent. Importantly, when making pay decisions the Compensation Committee balances the need to provide: (i) competitive levels of compensation that help retain key investment and non-executive employees; and (ii) attractive long-term returns to our shareholders.

•Compensation decisions focus on total compensation. When making individual compensation decisions, we take a holistic approach and focus on an executive’s total compensation, which includes base salary and annual incentive compensation that is delivered in the form of cash bonuses and equity awards.

•Compensation decisions reflect our long-term approach to investment, business and human capital management. We believe executive compensation should support and enhance our human capital development efforts, our performance management process and our management succession initiatives. In addition, our long-term approach to pay decision-making aligns with our long-term approaches to investment and business decision-making, all of which we believe support long-term success for our clients and shareholders.

•Equity awards constitute a significant percentage of total compensation. By awarding equity, we seek to provide our executives with long-term incentive award opportunities that reflect their individual contributions, reinforce our management succession initiatives and executive retention efforts, remain competitive with other asset management firms and align our executives’ interests with those of our shareholders.

Compensation Setting Process

Compensation Consultant

The Compensation Committee has sole discretion to retain (and terminate) compensation consultant(s) to help assess the compensation paid to the company’s executive officers. In 2021, the Compensation Committee retained McLagan, a leading compensation consulting and research firm, to advise it on matters relating to the compensation of our executive officers.

Under SEC and NYSE rules, the Compensation Committee is required to perform an independence assessment prior to selecting any compensation consultant and must evaluate, at least annually, whether any work provided by such consultant raised any conflicts of interest. The Compensation Committee assessed McLagan’s independence at its meeting on February 24, 2022 and determined that McLagan is independent and that McLagan’s work did not raise any conflicts of interest.

In assessing McLagan’s independence, the Compensation Committee considered the following factors:

•Any other services provided by McLagan to the company;

•Aggregate fees paid by the company to McLagan and fees as a percentage of McLagan’s total revenue;

•McLagan’s policies and procedures designed to prevent conflicts of interest;

•Any business or personal relationship between the consultant and any member of the Compensation Committee or any business or personal relationship between McLagan or the consultant and any executive officer of the company; and

•Whether the consultant holds any shares of the company’s stock.

Peer Data

We compete on an ongoing basis with other asset management companies for executive talent, and we must attract and retain talent with industry-specific skills and experience. Therefore, on an annual basis, the Compensation Committee reviews executive compensation market data compiled by McLagan from public and private asset management companies. The Compensation Committee believes that this market data is a useful and appropriate reference point in defining competitive compensation levels for our executive officers. The approach taken to determine the peer groups for fiscal 2021 remained unchanged from the approach taken in fiscal 2020, with particular focus on public and private asset management companies with assets under management between $25 billion and $100 billion, noting that changes within the peer group reflect year-over-year asset growth or reduction among individual peer group companies.

For fiscal 2021, the Compensation Committee, with input from McLagan, assessed market pay levels for our executive officers using the following peer groups.

Ten public asset management companies, including:


Artisan Partners Limited Partnership			Pzena Investment Management, LLC
Eaton Vance Corp.			Victory Capital Management
Federated Investors			Virtus Investment Partners, Inc.
GAMCO			Westwood Holdings
Janus Henderson Investors			Wisdom Tree Investments, Inc.

Twenty-eight additional asset management companies with assets under management between $25 billion and $100 billion, including:


AEW Capital Management			Matthews International Capital Management*
AMP Capital*			Nomura Asset Management U.S.A. Inc./NCRAM
Amundi Pioneer Asset Management USA, Inc.			PanAgora Asset Management, Inc.
Brandywine Global Investment Management, LLC			Perpetual Limited*
Calamos Investments LLC			ProFund Advisors LLC
Causeway Capital Management LLC			Pzena Investment Management, LLC*
Diamond Hill Capital Management*			Resolute Investment Managers, Inc.
Epoch Investment Partners, Inc.			Sands Capital Management, LLC
Fred Alger Management, Inc.			Thornburg Investment Management, Inc.
Glenmede Trust Company			Van Eck Associates Corporation
Grantham, Mayo, Van Otterloo & Co. LLC.			Vontobel Asset Management*
Harding Loevner LP			Wasatch Global Investors*
Kayne Anderson Rudnick Investment Management, LLC			William Blair & Company, LLC
Lombard Odier Asset Management*			WisdomTree Investments, Inc.*

* Company added to peer group for fiscal 2021 relative to fiscal 2020.

Role of Management

Senior management, under the leadership of our chief executive officer, plays an important role in assisting the Compensation Committee with the compensation-setting process and designing and administering our compensation programs. At the invitation of the Compensation Committee, our chief executive officer and other members of senior management attend select portions of Compensation Committee meetings. Senior management’s role includes:

•providing data and supporting information;

•making recommendations on compensation levels for executives other than our chief executive officer;

•discussing compensation matters as they affect particular executives;

•recommending changes or enhancements to our compensation plans and programs; and

•implementing Compensation Committee decisions with respect to our compensation plans and programs.

Our chief executive officer assesses the individual contributions and accomplishments of the other executive officers and provides input to the Compensation Committee about appropriate compensation levels for these individuals. Our chief executive officer does not participate in the Compensation Committee’s discussions, or make recommendations, about his own compensation.

Risk Considerations

The Compensation Committee has discussed risk as it relates to the company’s compensation programs with management and McLagan, and the Compensation Committee does not believe that the company’s compensation programs encourage excessive or inappropriate risk taking. The company seeks to align the long-term interests of its executives with the long-term interests of its shareholders by utilizing a balanced approach to total compensation, whereby a significant percentage of each executive’s total compensation is based on company and individual performance and is paid in the form of equity awards that vest over a multi-year period.

Say-on-Pay

In determining executive compensation for fiscal 2021, the Compensation Committee considered the voting results of the company’s most recent shareholder “say-on-pay” vote. A substantial majority of the company’s shareholders (88.82% of the votes cast) approved the compensation of the company’s named executive officers as described in the company’s 2021 proxy statement. Based on this level of support, the Compensation Committee determined that shareholders generally support the company’s pay practices and the named executive officers’

compensation levels. Accordingly, our approach to executive compensation for fiscal 2021 remained consistent with past practice. The Compensation Committee intends to continue to consider our non-binding shareholder “say-on-pay” voting results when designing, reviewing and administering the company’s executive compensation programs.

At our 2017 Annual Meeting of Shareholders, a substantial majority of our shareholders (96.3% of the votes cast) voted for “say-on-pay” proposals to occur annually. In light of this vote, and consistent with the company’s recommendation, the Board determined to include a “say-on-pay” vote once every year until the next required vote on the frequency of shareholder votes on named executive officer compensation. Accordingly, we are holding the next annual “say-on-pay” vote at this Annual Meeting. We currently expect the next advisory vote on the frequency of shareholder votes on named executive officer compensation to occur at our 2023 Annual Meeting of Shareholders.

Elements of Executive Compensation

Our named executive officers’ compensation consists of base salary and annual performance incentives, which are comprised of cash bonuses and equity awards.

Base Salary

Base salaries are set at levels that reflect an executive’s roles and responsibilities and that are competitive with similar positions at comparable asset management companies. Base salaries are designed to provide a fixed amount of current cash income to each executive. Consistent with industry practice and our company’s pay-for-performance philosophy, the Compensation Committee sets base salaries for the company’s executives at levels that constitute a low percentage of their total compensation.

Annual Performance Incentives

The company awards annual performance incentives to its executive officers under the company’s Amended and Restated Annual Incentive Plan and Amended and Restated Stock Incentive Plan. Annual performance incentives are delivered in the form of cash bonuses and equity awards. Annual performance incentives are determined based on individual, departmental and company performance and help link executives’ total compensation to long-term increases in shareholder value. Consistent with the company’s pay-for-performance philosophy, annual performance incentives represent the largest component of our executive officers’ total compensation.

At the beginning of each fiscal year, the Compensation Committee, with input from senior management, discusses the company’s performance objectives and each executive officer’s individual performance objectives. In general, the company’s performance objectives fall into three categories:

•financial objectives, including, but not limited to, revenue, operating income, net income and operating margin, all assessed on a relative and absolute basis and against industry peers, and additional objectives such as organic growth and assets under management;

•investment objectives, focusing mainly on our investment performance relative to both our benchmarks and our peers measured over one- and multi-year time periods; and

•strategic objectives, including, but not limited to, new product development, client retention and expansion, human capital development and management succession.

Each executive officer’s individual performance objectives align with the company’s financial, investment and strategic objectives.

At the end of each fiscal year, the Compensation Committee determines the annual performance incentive amounts that will be paid to each executive officer. In making such determinations, the Compensation Committee generally does not rely on predetermined formulas, weighted factors, specific benchmark percentiles or other specific and potentially limiting criteria. Rather, the Compensation Committee considers:

•the company’s overall performance compared to the objectives reviewed at the beginning of the fiscal year and any new objectives that emerged during the year;

•the company’s performance relative to prior years;

•the company’s performance relative to its peers;

•each executive officer’s individual performance compared to the objectives reviewed at the beginning of the fiscal year and any new objectives that emerged during the year;

•peer compensation data provided by McLagan;

•historical compensation levels for each executive officer; and

•other factors that the Compensation Committee deems relevant.

In addition, the Compensation Committee considers input from our chief executive officer in determining annual performance incentives for executive officers other than himself. The Compensation Committee engages in a separate review and analysis of our chief executive officer’s performance in executive session.

Annual performance incentives are generally delivered in January of the year following the fiscal year in which they are earned and are generally comprised of a cash bonus component and an equity deferral and/or grant. The Compensation Committee retains the discretion to adjust the cash and equity components of annual performance incentives from year to year as it deems appropriate.

The equity component of our executive officers’ annual performance incentives is comprised of restricted stock units as follows:

•Mandatorily deferred restricted stock units. All executive officers are subject to a mandatory deferral program pursuant to which a portion of annual compensation is awarded in the form of deferred restricted stock units at compensation deferral thresholds that are generally higher than those of other employees of the company who are not executives and are determined at the discretion of the Compensation Committee. The company automatically allocates a portion of participants’ performance incentives in the form of unvested restricted stock units based upon total compensation or total annual performance incentive levels, as applicable. Such mandatory deferral programs serve as a retention mechanism and promote executive stock ownership. Subject to continued employment, restricted stock units granted under this program vest ratably over four years, and any dividends paid by the company on its common stock are reflected in additional restricted stock units on such deferred amounts. All accrued dividend equivalent restricted stock units vest in a single installment on the last vesting date of the original grant.

•Restricted stock unit grants. For years prior to 2021, executive officers were awarded additional restricted stock units under the company’s Amended and Restated Stock Incentive Plan, as determined by the Compensation Committee. Subject to continued employment, these restricted stock units generally vest ratably over four years, and any dividends paid by the company on its common stock are reflected in additional restricted stock units. All accrued dividend equivalent restricted stock units vest in a single installment on the last vesting date of the original grant.

2021 Executive Compensation

The Compensation Committee considered several factors in its determination of fiscal 2021 compensation for our named executive officers, including:

•as indicated in “Our 2021 Highlights” above, during 2021, our executive team continued to deliver both strong investment performance for our clients and financial performance for our shareholders, with our revenues, operating margin and net income reaching record highs;

•our executive management team’s dedicated efforts and active leadership during the ongoing COVID-19 pandemic, including their prudent and decisive action to protect the company’s employees, emphasizing their physical and emotional health;

•our executive management’s emphasis on our commitment to diversity and inclusion as part of our corporate values comprised of four pillars: education, leadership, recruitment and engagement; and their focus on fostering our culture of excellence and inclusion, a strategy which includes holding our leaders accountable for supporting an inclusive culture for all that enables us to continue to achieve increased representation of underrepresented groups, retention and engagement; and

•our need to provide competitive compensation levels to our named executive officers.

In making fiscal 2021 pay decisions, the Compensation Committee focused on: (i) our strong investment performance; (ii) our strong financial performance as evidenced by our record-high revenues, operating margin

and net income; and (iii) our need to retain our named executive officers by providing competitive levels of total compensation. Taken together, these considerations resulted in the Compensation Committee increasing our named executive officers’ fiscal 2021 total compensation levels versus fiscal 2020.

Executive Chairman; Chief Executive Officer and President

Mr. Steers, the current executive chairman of the company, and Mr. Harvey, the current chief executive officer and president of the company, each served as principal executive officer of the company during fiscal 2021 under applicable SEC rules. Mr. Steers was the company’s chief executive officer during fiscal 2021 including as of December 31, 2021, except for the period during which Mr. Harvey served as acting chief executive officer from February 21, 2021 to May 31, 2021. In addition, on March 1, 2022, Mr. Harvey was appointed chief executive officer as successor to Mr. Steers, at which time Mr. Steers assumed the role of executive chairman.

In recognition of Mr. Steers’ significant contributions to the company over the course of his 36-year tenure, the Compensation Committee determined that it was appropriate to enter into a letter agreement with Mr. Steers on November 4, 2021 in connection with his notice of resignation from the position of chief executive officer and appointment as executive chairman. The letter agreement provides that, among other things, upon Mr. Steers’ retirement as executive chairman and subject to the terms and conditions of the letter agreement, all then-unvested restricted stock units held by Mr. Steers that would otherwise be forfeited in accordance with their terms will immediately vest in full and, subject to Mr. Steers’ ongoing compliance with certain conditions set forth in the letter agreement, the shares underlying such restricted stock units will be delivered upon the scheduled delivery dates under the restricted stock unit award agreements relating to such awards. See “Letter Agreement with Robert Steers,” below.

Robert Steers

For fiscal 2021, the Compensation Committee kept Mr. Steers’ base salary at $650,000. At its meeting on February 24, 2022, the Compensation Committee adjusted Mr. Steers’ base salary to $500,000 at his request effective March 1, 2022. The Compensation Committee believes that Mr. Steers’ base salary is reasonable and competitive in light of his responsibilities, performance and experience.

On December 16, 2021, the Compensation Committee met to determine Mr. Steers’ 2021 annual performance incentives. As part of this process, the Compensation Committee considered the company-wide factors described above and Mr. Steers’ individual accomplishments and contributions in providing strategic leadership and direction to all aspects of the company’s business. Mr. Steers’ key accomplishments included, but were not limited to, the following:

•continued leadership during the ongoing COVID-19 pandemic;

•continued development of executive management;

•mentorship, guidance and preparation related to the leadership transition in contemplation of his resignation from the position of chief executive officer;

•overseeing investment outperformance relative to both our benchmarks and our peers and organic growth;

•strengthening the company’s stimulating, diverse and inclusive culture;

•continued efforts to maintain and augment the company’s financial strength;

•the company’s record-high financial performance as demonstrated by the company’s revenue, operating margin and net income;

•contributing to record-high growth in the company’s assets under management and building out products and strategies to capitalize on opportunities and further develop internal capabilities, including collaboration in building the company’s private real estate business;

•emphasizing development and execution of the company’s management succession initiatives, including by identifying qualified prospects for key positions within the company;

•continued elevation and enhancement of the company’s brand awareness, including developing and implementing plans with the company’s marketing department to create better brand awareness to capitalize on our unique platform, performance and position in the market; and

•continued expansion of the company’s product and strategy offerings and distribution channels.

Based on the company-wide factors and individual contributions described above, the Compensation Committee decided to increase Mr. Steers’ total compensation for fiscal 2021 by 42.1%. The increase primarily reflected the key accomplishments noted above and competitive pay trends. Of Mr. Steers’ 2021 total compensation, 90.4% was in the form of annual performance incentives and 72.3% was in the form of deferred restricted stock units.

The following table summarizes total compensation reviewed and approved by the Compensation Committee attributable to Mr. Steers’ 2021 performance and differs from his total 2021 compensation set forth in the Summary Compensation Table in two respects. First, although SEC regulations require that annual compensation include the grant date fair value of restricted stock units in the year actually granted, the following table instead includes in the calculation of Mr. Steers’ total 2021 compensation the restricted stock units awarded to him in January 2022, in consideration of 2021 performance. Second, SEC regulations require that the aggregate incremental fair value (calculated in accordance with ASC Topic 718) of certain of Mr. Steers’ previously-granted and subsequently modified outstanding restricted stock units be reported as additional 2021 compensation. Such restricted stock units were modified pursuant to a letter agreement entered into with the company on November 4, 2021 in connection with Mr. Steers’ notice of resignation from the position of chief executive officer and in recognition of his long-term executive leadership and significant contributions to the company. All modified awards had been previously granted to Mr. Steers for performance in prior years and Mr. Steers did not receive any new awards in connection with the modification. Accordingly, the following table excludes the aggregate incremental fair value associated with the modified awards. Total compensation attributable to Mr. Steers’ performance in 2020 and 2019, respectively, is included below for comparative purposes.


			Annual Performance Incentives
Name	Performance Year	Annual Base Salary ($)	Cash Bonus ($)	Mandatory RSU Deferral ($)	RSU Grants ($)	Total Compensation ($)
Robert Steers	2021	650,000	1,220,000	4,880,000	—	6,750,000
	2020	684,872(1)	915,032	2,745,096	405,000	4,750,000
	2019	750,000	836,250	2,508,750	405,000	4,500,000

(1) Effective May 7, 2020, Mr. Steers’ base salary was adjusted from $750,000 to $650,000 at his request.

Joseph Harvey

For fiscal 2021, the Compensation Committee kept Mr. Harvey’s base salary at $600,000. The Compensation Committee believes that Mr. Harvey’s base salary is reasonable and competitive in light of his responsibilities, performance and experience.

On December 16, 2021, the Compensation Committee met and determined the 2021 annual performance incentives for Mr. Harvey. As part of this process, the Compensation Committee considered the company-wide factors described above, Mr. Harvey’s multi-year pay history in the context of the company’s long-term performance and Mr. Steers’ input and assessments relative to individual contributions to the company’s overall results for the year. Mr. Harvey’s key accomplishments included, but were not limited to, the following:

•service as acting chief executive officer during the period in which Mr. Steers took a medical leave of absence from such position;

•delivering strong departmental investment performance;

•continued efforts to maintain and augment the company’s financial strength;

•the company’s record-high financial performance as demonstrated by the company’s revenue, operating margin and net income;

•executing upon global distribution plans;

•continued partnership with Mr. Steers to execute all of the company’s corporate objectives, including continued leadership during the ongoing COVID-19 pandemic, implementing the company’s management succession initiatives and developing executive management;

•generating organic growth and growing the company’s assets under management; and

•strengthening the company’s investment processes and delivering outperformance through innovation, collaboration and execution among the company’s investment personnel, including by expanding and

improving the delivery of our strategies through the launch of new vehicles and collaboration in building the company’s private real estate business.

Based on the company-wide factors and individual contributions described above, the Compensation Committee decided to increase Mr. Harvey’s total compensation for fiscal 2021 by 40.5%. The increase primarily reflected the key accomplishments noted above and competitive pay trends. Of Mr. Harvey’s 2021 total compensation, 90.8% was in the form of annual performance incentives and 72.6% was in the form of deferred restricted stock units.

The following table summarizes total compensation reviewed and approved by the Compensation Committee attributable to Mr. Harvey’s 2021 performance and differs from his total 2021 compensation set forth in the Summary Compensation Table. Although SEC regulations require that annual compensation include the grant date fair value of restricted stock units in the year actually granted, the following table instead includes in the calculation of Mr. Harvey’s total 2021 compensation the restricted stock units awarded to him in January 2022, in consideration of 2021 performance. Total compensation attributable to Mr. Harvey’s performance in 2020 and 2019, respectively, is included below for comparative purposes.


			Annual Performance Incentives
Name	Performance Year	Annual Base Salary ($)	Cash Bonus ($)	Mandatory RSU Deferral ($)	RSU Grants ($)	Total Compensation ($)
Joseph Harvey	2021	600,000	1,180,000	4,720,000	—	6,500,000
	2020	600,000	837,500	2,512,500	675,000	4,625,000
	2019	600,000	743,750	2,231,250	675,000	4,250,000

Other Named Executive Officers

For fiscal 2021, the Compensation Committee decided not to adjust Messrs. Stadler’s, Cheigh’s, Charles’ and Derechin’s base salaries.

On December 16, 2021, the Compensation Committee met and determined the 2021 annual performance incentives for Messrs. Stadler, Cheigh, Charles and Derechin. In determining their annual performance incentives, the Compensation Committee considered the following:

•the company-wide factors described above;

•each named executive officer’s individual and departmental performance;

•each named executive officer’s multi-year pay history in the context of the company’s long-term performance, including the company’s record-high financial performance as measured by revenues, operating margin and net income; and

•Mr. Steers’ input and assessments relative to individual and functional area contributions to the company’s overall results for the year.

Described below are the individual contributions that the Compensation Committee considered for Messrs. Stadler, Cheigh, Charles and Derechin, respectively.

Matthew Stadler. As executive vice president and chief financial officer, Mr. Stadler provides critical leadership in all areas of financial management of the company. In 2021, he continued to: oversee and enhance the efficiency and effectiveness of the company’s financial reporting processes and controls globally, while continuing to mitigate risk and perform effectively; maintain and augment the financial strength of the company; strengthen the company’s investor relations efforts and relationships with institutional shareholders and sell-side analysts; manage and contribute to the company’s financial decision-making and expense reduction efforts; and retain and develop key members of the finance department.

Jon Cheigh. As executive vice president, chief investment officer and head of our global real estate investment activities, Mr. Cheigh leads the company’s investment teams and oversees the global real estate team, serving as senior portfolio manager for all global real estate strategies. In 2021, under his leadership, the global real estate

team continued to deliver outperformance relative to both our benchmarks and our peers. In addition, Mr. Cheigh continued to: strengthen the company’s investment processes; attract, retain and develop key investment professionals and execute hiring plans necessary to support the company’s strategic goals; and collaborate in building the company’s private real estate business.

Daniel Charles. As executive vice president and head of global distribution, Mr. Charles oversees the company’s distribution efforts. In 2021, under his leadership, the global distribution team continued to expand the company’s product and strategy offerings and its distribution channels, driving record inflows from the wealth channel. Mr. Charles continued to: execute on plans to reshape and reorganize the U.S. institutional channel; build on the company’s progress in the wealth channel and expand on its global distribution activities; and expand upon interdepartmental collaboration with marketing and product teams.

Adam Derechin. As executive vice president and chief operating officer, Mr. Derechin is responsible for the company’s investment administration and systems departments, including the company’s information technology department. In 2021, he continued to: build and enhance the company’s information systems and processes, including relating to the company’s private real estate business, through increased automation; help reduce and mitigate the company’s operational risk and cyber risk; attract, retain and develop key professionals; contribute to the company’s expense reduction efforts; and develop effective policies for the company’s workforce to operate in a remote work environment and for their return to the company’s offices in light of the ongoing COVID-19 pandemic.

Based on the company-wide factors and individual contributions described above, the Compensation Committee decided to increase fiscal 2021 total compensation for Messrs. Stadler, Cheigh, Charles and Derechin by 36.4%, 34.1%, 30.0% and 30.0%, respectively. The increases primarily reflected the key accomplishments noted above and competitive pay trends. Of Messrs. Stadler’s, Cheigh’s, Charles’ and Derechin’s 2021 total compensation, 87.5%, 94.0%, 88.5% and 83.4%, respectively, was in the form of annual performance incentives of which 40.0% was in the form of deferred restricted stock units for each of Messrs. Stadler, Cheigh, Charles and Derechin.

The following table summarizes total compensation reviewed and approved by the Compensation Committee attributable to Messrs. Stadler’s, Cheigh’s, Charles’ and Derechin’s 2021 performance and differs from their respective total 2021 compensation set forth in the Summary Compensation Table. Although SEC regulations require that annual compensation include the grant date fair value of restricted stock units in the year actually granted, the following table instead includes in the calculation of Messrs. Stadler’s, Cheigh’s, Charles’ and Derechin’s total 2021 compensation the restricted stock units awarded to them in January 2022, in consideration of 2021 performance. Total compensation attributable to Messrs. Stadler’s, Cheigh’s and Derechin’s performance in 2020 and 2019, respectively, and Mr. Charles’ performance in 2020 is included below for comparative purposes.


			Annual Performance Incentives
Name	Performance Year	Annual Base Salary ($)	Cash Bonus ($)	Mandatory RSU Deferral ($)	RSU Grants ($)	Total Compensation ($)
Mathew Stadler	2021	375,000	1,425,000	1,200,000	—	3,000,000
	2020	375,000	886,813	679,437	258,750	2,200,000
	2019	375,000	886,813	679,437	258,750	2,200,000

Jon Cheigh	2021	375,000	3,345,000	2,480,000	—	6,200,000
	2020	375,000	2,262,862	1,420,388	566,750	4,625,000
	2019	325,000	2,083,250	1,296,750	220,000	3,925,000

Daniel Charles(1)	2021	375,000	1,575,000	1,300,000	—	3,250,000
	2020	375,000	1,167,125	830,375	127,500	2,500,000

Adam Derechin	2021	375,000	978,420	902,280	—	2,255,700
	2020	375,000	598,538	524,212	237,375	1,735,125
	2019	375,000	598,538	524,212	237,375	1,735,125

____________________________

(1) Mr. Charles joined the company in September 2019 and was not a named executive officer during fiscal 2019.

Benefits and Perquisites

The company’s named executive officers are eligible to receive the same benefits and perquisites that are offered to all company employees.

Employee Stock Purchase Plan

The company provides employees with the opportunity to purchase stock in the company through its Amended and Restated Employee Stock Purchase Plan (the “ESPP”). Under the ESPP, eligible employees may elect to contribute on an after-tax basis between 1% and 10% of their annual salary and incentive performance bonus to purchase the company’s common stock, subject to a $25,000 annual Internal Revenue Service maximum. Shares are purchased at a 15% discount from the fair market value of the company’s common stock as determined on the last business day of each quarterly offering period. All named executive officers other than Mr. Steers may participate in the ESPP on the same basis as all other eligible employees.

401(k) Plan

The company offers a tax-qualified 401(k) plan to all eligible employees. Employees may elect to contribute on a pre-tax basis between 1% and 100% of their annual compensation to the 401(k) plan, subject to the annual Internal Revenue Service maximum. We match 50% of employee pre-tax contributions in order to encourage employee participation, with such matching contributions vesting over a five-year period. Employees may also elect to make additional contributions on an after-tax basis. All named executive officers may participate in the 401(k) plan on the same basis as all other eligible employees.

Pension Benefits

Other than our broad-based 401(k) plan, we do not sponsor any pension plans.

Prohibition against Hedging Transactions

Pursuant to our policies and procedures for transacting in company securities, all directors and employees, including our named executive officers, are prohibited from engaging in any transaction intended to hedge or minimize losses in the company’s securities, including engaging in transactions in puts, calls or other derivatives of the company’s securities or short-selling the company’s securities or “selling against the box” (i.e., failing to deliver sold securities).

Forfeiture/Clawback

At the discretion of the Compensation Committee, awards made under the company’s Amended and Restated Annual Incentive Plan and Amended and Restated Stock Incentive Plan may be subject to reduction, cancellation, forfeiture or recovery upon the occurrence of certain specified events, in addition to any other applicable vesting or performance conditions of an award. Such events may include, but are not limited to: termination of employment for cause; termination of an executive’s provision of services to the company; breach of noncompetition, confidentiality or other restrictive covenants that may apply to an executive; or restatement of the company’s financial statements to reflect adverse results from previously released financial statements as a consequence of errors, omissions, fraud or misconduct.

Stock Ownership Guidelines

We believe that our executive officers should own a meaningful amount of our stock to further align their interests with the interests of our shareholders. However, we do not believe that it is necessary to adopt formal stock ownership guidelines that require our executive officers and directors to own a specified amount of our stock because our executive officers and directors collectively continue to own a meaningful percentage of our common stock.

Termination and Change in Control Arrangements

Under the terms of the restricted stock unit award agreements between the company and each named executive officer, upon a change in control (as defined below), all unvested restricted stock units held by a named executive officer will immediately vest in full if such executive’s employment is terminated by the company without cause

(as defined below) or by the executive for good reason (as defined below) within the two-year period following a change in control. This “double trigger” provision is designed to ensure that our named executive officers are able to make objective business decisions that are in the best interests of our shareholders in connection with a potential change in control. For additional information on the accelerated vesting of restricted stock units upon a change in control of the company, see “Accelerated vesting of restricted stock units” below.

In addition, pursuant to the terms of his employment agreement, Mr. Steers is entitled to certain payments and benefits upon the occurrence of certain specified events, including termination of employment with or without cause. The terms of his employment agreement are described below under “Employment Agreement with Robert Steers.” The terms of Mr. Steers’ employment agreement were determined through arms-length negotiations at the time of the company’s initial public offering in 2004. As part of these negotiations, the company analyzed the terms of similar arrangements for executives employed by comparable companies in determining the amounts payable and the triggering events upon termination of employment or a change in control. In addition, as discussed above, on November 4, 2021, the company entered into a letter agreement modifying the terms of Mr. Steers’ unvested restricted stock units in connection with his notice of resignation from the position of chief executive officer and appointment as executive chairman. The terms of the letter agreement are described under “Letter Agreement with Robert Steers,” below.

An estimate of the compensation that would have been payable to our named executive officers upon a change in control or termination of employment, as if such termination event occurred on December 31, 2021, is described below under “Potential Payments upon Termination or Change in Control.”

Tax Treatment of Executive Compensation

As a result of amendments to Section 162(m), the “performance-based compensation” exception to the $1,000,000 deductibility limitation under Section 162(m) is no longer available for compensation paid with respect to fiscal 2018 and future years, unless paid pursuant to a pre-November 2, 2017 “grandfathered” arrangement. In general, in the case of compensation paid with respect to fiscal years prior to 2018 (or pursuant to certain pre-November 2, 2017 “grandfathered” arrangements), Section 162(m) denies a tax deduction for certain compensation in excess of $1,000,000 per year paid by a company to its named executive officers (excluding the chief financial officer, in the case of fiscal years prior to 2018), unless such compensation qualifies as “performance-based compensation.”

While our bonus and equity compensation plans were designed to qualify for the “performance-based compensation” exception, in light of the amendments to Section 162(m), we anticipate that a portion of the compensation paid to our named executive officers for fiscal 2021 and future years will not be fully tax deductible.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the company’s Annual Report on Form 10-K for the year ended December 31, 2021, as incorporated by reference to this proxy statement.

In accordance with SEC rules, the Report of the Compensation Committee shall not be incorporated by reference into any of the company’s future filings made under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), and shall not be deemed to be soliciting material or to be filed under the Exchange Act or the Securities Act.


COMPENSATION COMMITTEE MEMBERS
Dasha Smith (chair)
Reena Aggarwal
Frank T. Connor
Peter L. Rhein
Richard P. Simon
Edmond D. Villani

Summary Compensation Table

The following table sets forth information about the total compensation paid to the company’s named executive officers in 2021, 2020 and 2019, if applicable.


Name and Principal Position	Year	Salary ($)	Bonus(1) ($)	Value of Annual Stock Awards ($)	Incremental Fair Value of Modified Stock Awards ($)	Stock Awards(4) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation(5) ($)	Total ($)
Robert Steers, Executive Chairman	2021	650,000	1,220,000	3,150,021(2)(3)	6,966,025(3)	10,116,046(3)	—	—	—	389,692(7)	12,375,738(3)
	2020	684,872(6)	915,032	—	—	2,913,675	—	—	—	597,400(8)	5,110,979
	2019	750,000	836,250	—	—	2,355,582	—	—	—	567,638(9)	4,509,470

Joseph Harvey, CEO and President	2021	600,000	1,180,000	—	—	3,187,480	—	—	—	381,656(7)	5,349,135
	2020	600,000	837,500	—	—	2,906,156	—	—	—	489,087(8)	4,832,743
	2019	600,000	743,750	—	—	2,221,583	—	—	—	537,323(9)	4,102,656

Matthew Stadler, CFO	2021	375,000	1,425,000	—	—	938,141	—	—	—	133,852(7)	2,871,993
	2020	375,000	886,813	—	—	938,144	—	—	—	179,532(8)	2,379,489
	2019	375,000	886,813	—	—	836,748	—	—	—	210,686(9)	2,309,247

Jon Cheigh, CIO	2021	375,000	3,345,000	—	—	1,987,059	—	—	—	224,198(7)	5,931,257
	2020	375,000	2,262,863	—	—	1,516,695	—	—	—	312,396(8)	4,466,954
	2019	325,000	2,083,250	—	—	1,357,212	—	—	—	227,815(9)	3,993,277

Daniel Charles, Head of Global Distribution(10)	2021	375,000	1,575,000	—	—	957,804	—	—	—	64,855(11)	2,972,659
	2020	375,000	1,167,125	—	—	285,665	—	—	—	55,165(12)	1,882,955

Adam Derechin, COO	2021	375,000	978,420	—	—	761,511	—	—	—	112,322(7)	2,227,252
	2020	375,000	598,538	—	—	761,549	—	—	—	111,697(8)	1,846,784
	2019	375,000	598,538	—	—	710,534	—	—	—	180,806(9)	1,864,878

______________________________

(1)The amounts in this column reflect the cash portion of the annual performance incentives earned by each named executive officer for the listed fiscal years.

(2)The amount reported in this column reflects the aggregate grant date fair value of restricted stock units awarded to Mr. Steers in fiscal 2021 and earned for performance year 2020.

(3)In connection with Mr. Steers’ notice of resignation as chief executive officer, on November 4, 2021 the company agreed to modify a portion of his then-outstanding restricted stock units to provide that, upon termination of his employment, such awards will not be forfeited and will instead vest and the underlying shares be delivered on their scheduled delivery dates, subject to certain conditions. All modified awards had been previously granted to Mr. Steers for performance in prior years and Mr. Steers did not receive any new awards in connection with the modification.

The company is required to disclose the incremental fair value of the modified awards, calculated as stipulated by SEC guidance in accordance with ASC Topic 718, and report such amount as additional 2021 compensation. Such incremental fair value is equal to the company’s common stock price on the modification date. Using the average of the high and low price of the company’s common stock on November 4, 2021, the aggregate incremental fair value of Mr. Steers’ modified awards is $6,966,025.

Excluding the aggregate incremental fair value of the modified awards, Mr. Steers’ total 2021 compensation would have been $5,409,713. The following table summarizes Mr. Steers’ total compensation for fiscal year 2021 both with and without the impact of the award modification.


Compensation Element		Amount
Salary	$	650,000
Bonus		1,220,000
Grant Date Fair Value of RSUs Awarded in January 2021 for Performance Year 2020		3,150,021
All Other Compensation		389,692
Total Excluding RSU Modification	$	5,409,713
Incremental Fair Value of RSUs Modified in November 2021		6,966,025
Total Including RSU Modification	$	12,375,738

(4)The amounts reported in this column reflect the aggregate grant date fair value of restricted stock units awarded in fiscal 2021, 2020 and 2019 and earned for performance years 2020, 2019 and 2018, respectively, as computed in accordance with ASC Topic 718. The grant date fair value was determined using the average of the high and low price of the company’s common stock on the grant date.

(5)The named executive officers did not receive perquisites or other personal benefits that were not otherwise offered to all company employees other than Mr. Charles, solely to the extent noted in footnotes (11) and (12).

(6)Effective May 7, 2020, Mr. Steers’ base salary was adjusted from $750,000 to $650,000 at his request.

(7)Includes a matching contribution in the company’s 401(k) plan of $13,000 for each of Messrs. Steers, Harvey, Stadler and Derechin; and $9,750 for Mr. Cheigh. Also includes $376,692, $368,656, $120,852, $214,448 and $99,322 in dividend equivalent restricted stock units accrued in 2021 on unvested restricted stock units held by Messrs. Steers, Harvey, Stadler, Cheigh and Derechin, respectively.

(8)Includes a matching contribution in the company’s 401(k) plan of $13,000 for each of Messrs. Steers, Harvey, Stadler and Derechin; and $9,750 for Mr. Cheigh. Also includes $584,400, $476,087, $166,532, $302,646