DEF 14A

DEF 14A 1 d298757ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

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))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

WisdomTree Investments, 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)

☒	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.

LOGO

WISDOMTREE INVESTMENTS, INC. | 250 WEST 34^th STREET, 3^rd FLOOR | NEW YORK, NY 10119

June 10, 2022

DEAR STOCKHOLDER:

We are pleased to invite you to the WisdomTree Investments, Inc. 2022 annual meeting of stockholders to be held on July 15, 2022 at 10:00 a.m., Eastern Time. As we have done for the past 8 years, the annual meeting will be conducted virtually over the Internet. You will be able to attend the annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/WETF22 and entering your 16-digit control number. A list of stockholders entitled to vote at the meeting will be available during the meeting on such website to stockholders who properly join the meeting.

Your vote is important, so whether or not you are planning to attend the meeting, we encourage you to vote your shares (i) over the Internet, (ii) by telephone, or (iii) by returning an executed proxy card in the mail.

We hope that you will join us at the annual meeting live webcast on July 15, 2022. I thank you for your commitment to WisdomTree and urge you to vote your shares.

Sincerely,

LOGO

Jonathan Steinberg

Chief Executive Officer

WISDOMTREE INVESTMENTS, INC. | 2022 PROXY STATEMENT

LOGO

WISDOMTREE INVESTMENTS, INC.

Notice of 2022 Annual Meeting of Stockholders

We cordially invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of WisdomTree Investments, Inc. (“WisdomTree”, the “Company”, “we” or “our”). Stockholders as of the record date for the Annual Meeting are entitled to vote on the items set forth below. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

See the “General Information for Stockholders About the Annual Meeting” section of the proxy statement on page 10 for information about voting and virtually attending the Annual Meeting.

DATE AND TIME:

Friday, July 15, 2022 at 10:00 a.m., Eastern Time

VIRTUAL MEETING SITE:

www.virtualshareholdermeeting.com/

WETF22

RECORD DATE:

May 26, 2022

MAILING DATE:

On or about June 10, 2022

VOTING MATTERS AND BOARD RECOMMENDATIONS

At or before the Annual Meeting, we ask that you vote on the following items:



Proposal		Board Recommendation	Page Reference

1	Elect three Class II members of our Board of Directors	FOR	18

2	Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022	FOR	32

3	Approve an amendment to Article IV of our Amended and Restated Certificate of Incorporation to increase our authorized common stock from 250,000,000 shares to 400,000,000 shares and the corresponding increase in the total number of authorized shares of capital stock the Company may issue from 252,000,000 shares to 402,000,000 shares	FOR	35

4	Vote on an advisory resolution to approve the compensation of our named executive officers	FOR	38

5	Approve our 2022 Equity Plan	FOR	59

6	Approve an amendment to Article V of our Amended and Restated Certificate of Incorporation to declassify our Board of Directors	FOR	69

In addition, stockholders are asked to transact any other business that may properly come before the meeting or any postponements or adjournments thereof.

WISDOMTREE INVESTMENTS, INC. | 2022 PROXY STATEMENT

HOW TO VOTE

You will need your 16-digit control number included in your proxy card or voter instruction form to vote in any of the following ways:



				VOTE BY INTERNET www.proxyvote.com

				VOTE BY QR CODE Scan the QR code on your computer or mobile phone, which will take you to www.proxyvote.com

				VOTE BY PHONE Call 1-800-690-6903 toll-free from the U.S., U.S. territories and Canada

				VOTE BY MAIL Complete, sign, date and return your proxy card in the envelope provided

				VOTE AT THE MEETING Attend our virtual Annual Meeting and click on the “Cast Your Vote” link

A list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relevant to the Annual Meeting on a reasonably accessible electronic network for at least 10 days before the Annual Meeting or any adjournments or postponements thereof. Please e-mail Marci Frankenthaler, Secretary, at mfrankenthaler@wisdomtree.com if you wish to examine the stockholder list prior to the Annual Meeting. In addition, the list of stockholders will be available during the Annual Meeting on such website to stockholders who properly join the meeting.

By order of the Board of Directors,

LOGO

Marci Frankenthaler, Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

To Be Held on July 15, 2022.

We have elected to utilize the “full set delivery” option and are delivering paper copies to all stockholders entitled thereto of all proxy materials, as well as providing access to those proxy materials on a publicly accessible website. The proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021, as amended, are available at:

http://ir.wisdomtree.com by following the link for “Financial Information.”

WISDOMTREE INVESTMENTS, INC. | 2022 PROXY STATEMENT

Table of Contents


PROXY SUMMARY			1

About our Company			1

Corporate Performance Highlights			1

Mission, Vision, Values			2

Corporate Social Responsibility			3

Board of Directors Highlights			5

Board Diversity Matrix			5

Director Qualifications and Experience			6

Board Governance Overview			6

Executive Compensation			7

GENERAL INFORMATION FOR STOCKHOLDERS ABOUT THE ANNUAL MEETING			10

PROPOSAL 1: ELECTION OF DIRECTORS			18

Class II Director Nominees			18

Continuing Directors			20

Executive Officers			23

CORPORATE GOVERNANCE			25

Board Composition			25

Director Criteria, Qualifications and Experience			25

Board Meetings			26

Board Independence			26

Board Leadership Structure			26

Role of the Board in Risk Oversight			26

Board Committees			27

Compensation Committee Interlocks and Insider Participation			28

Corporate Governance Guidelines			29

Board and Committee Self-Assessments			29

Code of Conduct			29

Stock Ownership Guidelines			29

Policy Prohibiting Short Sales, Derivatives Trading, Hedging and Pledging			30

Compensation of Non-Employee Directors			30

PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			32

Principal Accounting Fees and Services			32

Audit Committee Pre-Approval Policies and Procedures			32

AUDIT COMMITTEE REPORT			34

PROPOSAL 3: APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF COMMON STOCK			35

Overview of the Authorized Shares Amendment			35

Effectiveness of the Authorized Shares Amendment			36

PROPOSAL 4: VOTE ON AN ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			38

EXECUTIVE COMPENSATION			39

Compensation Committee Report			39

Compensation Discussion and Analysis			39

Summary Compensation Table			52

CEO Pay Ratio			53

Grants of Plan-Based Awards			53

Outstanding Equity Awards at Fiscal Year-End			54

WISDOMTREE INVESTMENTS, INC. | 2022 PROXY STATEMENT

Table of Contents



Option Exercises and Stock Vested			55

Employment Agreements			55

Potential Payments upon Termination or Change in Control			57

PROPOSAL 5: APPROVAL OF 2022 EQUITY PLAN			59

Overview			59

Determination of the Number of Shares Subject to the 2022 Plan			60

Shares Subject to the 2022 Plan			61

Summary of the 2022 Plan			62

New Plan Benefits			65

Federal Tax Consequences Under the 2022 Plan			66

Equity Compensation Plan Information			68

PROPOSAL 6: APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD			69

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			71

Stock Ownership Table			71

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			74

Stockholders Agreement			74

Contractual Gold Payments			74

Related Person Transactions Policy and Procedures			74

OTHER MATTERS			75

Forward-Looking Statements			75

Websites			75

APPENDIX A: CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			A-1

APPENDIX B: WISDOMTREE INVESTMENTS, INC. 2022 EQUITY PLAN			B-1

Unless otherwise indicated, references to “the Company,” “we,” “us,” “our” and “WisdomTree” mean WisdomTree Investments, Inc. and its subsidiaries.

WISDOMTREE INVESTMENTS, INC. | 2022 PROXY STATEMENT

WISDOMTREE INVESTMENTS, INC. | 250 WEST 34^th STREET, 3^rd FLOOR | NEW YORK, NY 10119

Proxy Statement for the 2022 Annual Meeting of Stockholders

TO BE HELD ON JULY 15, 2022

Proxy Summary

This summary does not contain all the information that you should consider before voting. Please read this entire proxy statement carefully. For more information about our 2021 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2021, as amended, a copy of which is available at http://ir.wisdomtree.com.

This proxy statement is dated June 10, 2022. This proxy statement and our annual report are first being mailed on or about June 10, 2022 to stockholders entitled to vote at the Annual Meeting.

ABOUT OUR COMPANY

WisdomTree Investments, Inc. is an asset management company in the business of offering transparent financial exposures to our clients and is a leading global exchange traded product (“ETP”) sponsor based on assets under management (“AUM”). More recently, we have been positioning ourselves to expand beyond our existing ETP business by leveraging blockchain technology, digital assets and principles of decentralized finance (“DeFi”) to deliver transparency, choice and inclusivity to customers and consumers around the world.

CORPORATE PERFORMANCE HIGHLIGHTS

Strong Financial Performance

•

WisdomTree had a highly successful year in 2021 driven by smart investments in growth, increased efficiency and disciplined profit and loss (“P&L”) management. Our AUM as of December 31, 2021 was $77.5 billion, an all-time high. The last quarter of 2021 marked the fifth consecutive quarter of organic growth.

•

Our U.S. products have generated positive net inflows for the last six consecutive quarters ended December 31, 2021. In Europe, our Undertakings for Collective Investment in Transferable Securities (“UCITS”) business has grown at an annualized organic growth rate of 105% in 2021, has generated positive net inflows for the last seven consecutive quarters and had AUM of $3.7 billion as of December 31, 2021.

•

The breadth and depth of our flows and products is increasing and we generated $4.7 billion of net inflows in 2021, representing an annualized organic growth rate of 7%, and more than $4.3 billion in 2022 net inflows to date, bringing our total AUM to approximately $79 billion, even in the face of a volatile market environment.

•

Revenues and operating income increased 22% and 62%, respectively, in 2021 as compared to 2020.

•

Our stock price increased by 45% in 2021, and has started 2022 outperforming our self-identified peer group.

WISDOMTREE INVESTMENTS, INC. | 2022 PROXY STATEMENT 1

Proxy Summary

Balance Sheet Management

•

Our balance sheet is strong, and we continue to return capital to our stockholders in the form of a quarterly cash dividend, which we have paid consecutively since 2014. Over the last two years, we have also repurchased 13.4 million shares of our common stock for an aggregate cost of $65.7 million.

•

In March 2022, our Board of Directors authorized the extension and increase of our stock repurchase program. Under the new authorization, we may purchase up to $100 million of shares of our common stock through April 27, 2025, including purchases to offset future equity grants made under our equity plans.

Environmental, Social and Governance (ESG) Leadership

•

Environmental, social and governance (“ESG”) investing is a significant part of our global approach and ties in with existing and planned corporate initiatives.

•

In the U.S., we offer three core integrated ESG exchange traded funds (“ETFs”) in addition to ESG-screened funds and model portfolios as well as a suite of ex-state owned funds, ranking us sixth in the U.S. by ESG AUM as of December 31, 2021.

Disciplined Risk Management

•

Our Board of Directors actively oversees the development of strategic objectives and receives updates on the implementation of strategic plans throughout the year at regularly scheduled Board meetings. The Board of Directors also reviews the risk assessment of the strategic plan.

•

In addition, we have established a Global Risk Committee, consisting of members of senior management, which oversees risks both inside and outside of the firm, including any heightened or changed risks as they relate to independent third-party service providers. The Global Risk Committee meets quarterly and reports to the Board of Directors at regularly scheduled Board meetings.

MISSION, VISION, VALUES

We strive to differentiate ourselves in the asset management industry through our sense of community and purpose integrated into our culture, where every employee has a voice. Guided by our mission, vision and values and a defined framework for growth, we believe we are well positioned for success.

Our mission is to deliver a better investment and financial experience through the quality of our products, solutions and engagement.

Our vision is to be the leader in the best structures and executions in financial services, including ETPs and digital assets and to be a profitable, growing and enduring financial services company.

Our values are grounded in

•

Excellence & Innovation – we relentlessly focus on improving our process, products and solutions to drive positive change in the business and continually advance our mission, and we “think big” and are not afraid to disrupt the status quo.

•

Transparency & Accountability – we learn from our mistakes and celebrate individual and group contributions to our achievements, and we always strive to do the right thing, without shortcuts or exceptions.

•

Fairness & Respect – we respect everyone’s personal sense of worth and value, and we strive to maintain a collaborative and empowering work environment.

2 WISDOMTREE INVESTMENTS, INC. | 2022 PROXY STATEMENT

Proxy Summary

CORPORATE SOCIAL RESPONSIBILITY

Sustainability and responsibility are embedded throughout our business, which we believe benefits our investors, employees and stockholders. We have made a firm-wide commitment to incorporate social responsibility efforts through various initiatives, including becoming a signatory to the United Nations Principles for Responsible Investment and launching funds dedicated to ESG strategies. We are engaging in responsible investing, focused on diversity, equity and inclusion, working to enhance our employee experience through training and the provision of employee benefits, investing in our community through firmwide service projects, caring for our environment and continuously striving to improve corporate governance.

We have established a committee-based approach to driving ESG initiatives across our business with oversight from our Board of Directors, the Nominating and Governance Committee and our executive management team.

LOGO

WISDOMTREE INVESTMENTS, INC. | 2022 PROXY STATEMENT 3

Proxy Summary

Included below are highlights of our ESG programs and practices. Our Corporate Social Responsibility Report, or CSR Report, available on our investor relations website at http://ir.wisdomtree.com, provides additional details about these programs and policies and the ESG positioning of our firm as a whole.



*Responsible Investing*		• Our U.S. ESG offering includes our ex-state-owned methodology as well as three core equity strategies, offering exposure to U.S., international and emerging markets equities. As of December 31, 2021, we were ranked sixth in the U.S. by ESG AUM. • In Europe, we offer a variety of products with ESG integration, including our Battery Solutions, European Union Bonds and EUR Aggregate Bond ESG Enhanced Yield UCITS products. We also apply ESG screens across all of our equity UCITS products. • In 2021, we launched ESG model portfolios, our first models with explicit and specific ESG objectives, and in 2022, we integrated ESG metrics into our Fund Comparison online tool to help investors compare the ESG attributes of various WisdomTree and third-party funds. • Starting in 2022, we are offering a Climate Impact and Investing Program in collaboration with Columbia University, a training and certification program built to equip both advisors and our employees with the education and tools needed to make sound decisions around climate, environmental risks and investing. • As of March 31, 2022, we offered 22 ETPs in Europe that are categorized as Article 8 products under the EU Sustainable Finance Disclosures Regulation (“SFDR”). Article 8 products promote, among other characteristics, environmental or social characteristics or a combination of those characteristics, provided that the companies in which the investments are made follow good governance practices.

*Diversity, Equity and Inclusion*		• Our global DEI Council of senior leaders and employees represents our employee base and promotes a diverse and inclusive workplace culture. • Our Women’s Initiative Network, or WIN, is an employee-led network designed to provide opportunities and support from all genders for women at WisdomTree, career development and professional training opportunities, and female empowerment and leadership within the organization.

*Enhancing Our Employee Experience*		• We offer our employees extensive health, wellness, career development and other benefits, including a monthly stipend to cover remote work-related business expenses, numerous wellness programs, an educational reimbursement program, and flexible paid time-off and sick leave policies. • Our annual “Team Alpha” Awards recognize employees who led significant successes while exhibiting extraordinary teamwork and demonstrating strong character. • In the U.S., we were named a 2021 Best Places to Work in Money Management by Pension & Investments for the second consecutive year and five years total, and were one of the top five firms within the category for managers with 100-499 employees. We were also named Best WorkPlace for medium-sized companies in the U.K. for a second consecutive year.

*Investing in Our Community*		• We encourage employees to be active members of the community and to give back through a variety of programs, including paid time off to volunteer at a charitable organization of their choice. • We continue to support charitable causes through regular donations. During 2021, we also partnered with Good Today, a platform enabling our employees to allocate weekly WisdomTree-sponsored donations to organizations of their choice across a range of causes. • In our London office, we support a program that matches our employees with local charities and social enterprises to provide business guidance and support to become more efficient, effective and sustainable organizations.

*Caring for Our Environment*		• Our entire global workforce has transitioned seamlessly to a “Remote First” policy where employees are encouraged to work from home on an ongoing basis. We believe that this reduction in our physical footprint will make us more efficient and sustainable over the long run. • Through carbon-offsetting, our European operations have been certified carbon neutral since 2019. Partnering with Carbon Footprint, we successfully calculated and offset our carbon emissions in Europe. We are engaging with a third-party consultant to expand this initiative on a global level.

*Corporate Governance*		• As described under “Board Governance Overview” below, our Board of Directors is committed to strong and effective governance and oversight through a number of policies, practices and procedures.

4 WISDOMTREE INVESTMENTS, INC. | 2022 PROXY STATEMENT

Proxy Summary

BOARD OF DIRECTORS HIGHLIGHTS

Name

Age

Gender

Demographic
Background

Independent

Director
Since

Other Public

Company Boards

Board Committees

Audit

Compen-
sation

Nominating &
Governance

Operations &

Strategy

Class II Nominees

Lynn S. Blake

Female

White

✓

2022

Susan Cosgrove

Female

White

✓

2019

Win Neuger

Male

White

✓

2013

Continuing Directors

Anthony Bossone

Male

White

✓

2009

Smita Conjeevaram

Female

Asian

✓

2021

McGrath RentCorp;

SkyWest, Inc.;

SS&C Technologies
Holdings, Inc.

Deborah A. Fuhr

Female

White

✓

2022

Harold Singleton III

Male

Black

✓

2022

Frank Salerno

Male

White

✓

2005

Jonathan Steinberg

Male

White

1988

*	Financial Expert M = Member C = Chair

Gender

Demographic

Background

Tenure

Independence

The following Board Diversity Matrix presents our Board of Directors’ diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors.

BOARD DIVERSITY MATRIX (As of May 27, 2022)



Total Number of Directors	9

Part I: Gender Identity		Female	Male	Non-Binary	Decline to Disclose

Number of Directors based on gender identity		4	5	—	—

Part II: Demographic Background

African American or Black		—	1	—	—

Alaskan Native or Native American		—	—	—	—

Asian		1	—	—	—

Hispanic or Latinx		—	—	—	—

Native Hawaiian or Pacific Islander		—	—	—	—

White		3	4	—	—

Two or More Races or Ethnicities		—	—	—	—

LGBTQ+		—	—	—	—

Did Not Disclose Demographic Background		—	—	—	—

WISDOMTREE INVESTMENTS, INC. | 2022 PROXY STATEMENT 5

Proxy Summary

DIRECTOR QUALIFICATIONS AND EXPERIENCE

The following table provides an overview of our directors’ specific skills, experiences and areas of knowledge that allow the Board of Directors to effectively serve and represent the interests of our stockholders, customers and employees. In addition, directors gain substantial experience through serving on our Board of Directors, which involves significant exposure to the complex regulations and changing landscape of the financial services industry.

Skills and Experience

Blake

Bossone

Conjeevaram

Cosgrove

Fuhr

Neuger

Salerno

Singleton

Steinberg

Accounting/Financial Reporting

⚫

Corporate Governance

⚫

Global Business

⚫

Legal and Regulatory

⚫

Financial Services/Asset Management

⚫

SEC Form DEF 14A filed by WisdomTree Investments Inc.