Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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AssetMark Financial Holdings, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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1.
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To elect to the Company’s two nominees, Mr. Rohit Bhagat and Mr. Bryan Lin, to the Board of Directors to serve as Class I directors, each for a three-year term expiring at the 2023 Annual Meeting of Stockholders and until their successors are elected and qualified.
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2.
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To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as AssetMark’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
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3.
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To consider and take action upon any other business that may properly come before the Annual Meeting.
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Submit your proxy or voting instructions by internet
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Submit your proxy or voting instructions by telephone
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Submit your proxy or voting instructions by mail
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Submit your vote online during the meeting
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Go to www.proxyvote.com and enter the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials
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Call the number on your proxy card or voting instruction form. You will need the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials
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Complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed, postage-paid envelope
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See the instructions in the section captioned “Webcast” above regarding attendance at our virtual Annual Meeting to vote online. You will need the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials
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Agenda Item
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Board Recommendation
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Page
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Proposal 1: Election of the Company’s Class I director nominees specified in this Proxy Statement
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FOR ALL NOMINEES
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Proposal 2: Ratification of selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020
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FOR
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Nominee
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Age
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Director
Since |
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Director
Class |
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Current Committee Membership
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Rohit Bhagat
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56
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2017
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I
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Audit, Nominating and Corporate Governance
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Bryan Lin
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50
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2019
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I
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Audit, Compensation
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Q:
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Why am I receiving these proxy materials?
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A:
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You are receiving these proxy materials because the Board of Directors of AssetMark (the “Board of Directors”) is soliciting your proxy to vote at AssetMark’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”), including any adjournments or postponements thereof, which will take place on Monday, June 8, 2020, at 1:00 p.m., Pacific Time. As an AssetMark stockholder as of the close of business on April 13, 2020, which is the Record Date fixed by the Board of Directors, you are entitled, and are urged, to vote your shares on the proposals described in this Proxy Statement, and are invited to attend the Annual Meeting, which will be held online. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy or voting instructions.
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Q:
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What information is contained in the proxy materials?
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A:
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The proxy materials include:
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a notice of the 2020 Annual Meeting of Stockholders;
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the Proxy Statement for the Annual Meeting; and
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our 2019 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2019, including our audited consolidated financial statements for the year ended December 31, 2019.
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Q:
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Why might I have received a Notice of Internet Availability of Proxy Materials instead of a full set of printed proxy materials?
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A:
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As permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to many of our stockholders via the internet, rather than mailing printed copies of such materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials (a “Notice”) by mail, you will not receive a printed or e-mail copy of the proxy materials unless you so request by following the instructions included in the Notice. The Notice also provides instructions on how to access the proxy materials online, how to submit your proxy or voting instructions via the internet, by telephone or by mail, and how to vote online at the Annual Meeting.
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Q:
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Why did some stockholders not receive a Notice in the mail?
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Some AssetMark stockholders, including stockholders who previously have requested to receive paper copies of the proxy materials, will receive paper copies of the proxy materials instead of a Notice. If you received paper copies of the proxy materials, we encourage you to help us save money and reduce the environmental impact of delivering paper proxy materials to stockholders by signing up to receive all of your future proxy materials electronically.
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Q:
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How do I elect to receive future proxy materials electronically?
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If you received a paper copy of the proxy materials or a Notice, you may elect to receive future AssetMark proxy materials electronically by following the instructions on your proxy card or voting instruction form or at www.proxyvote.com. Choosing to receive your future proxy materials electronically will help us conserve natural resources and reduce the costs of printing and distributing our proxy materials. Your election to receive proxy materials electronically will remain in effect until you terminate it.
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Q:
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How do I access the proxy materials or request a paper or electronic copy if I received a Notice?
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The Notice you received from AssetMark or your bank, brokerage firm or other nominee provides instructions regarding how to view AssetMark’s proxy materials for the Annual Meeting online. As explained in the Notice, to view the proxy materials and submit your proxy or voting instructions, you will need to follow the instructions in your Notice and have available your 16-digit control number contained in your Notice. The Proxy Statement and AssetMark’s 2019 Annual Report, including the Annual Report on Form 10-K for the year ended December 31, 2019, are also available electronically on our website at https://ir.assetmark.com, and the Annual Report on Form 10-K for the year ended December 31, 2019 (including exhibits thereto) is also available at the website maintained by the SEC at www.sec.gov.
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May I attend the Annual Meeting? What do I need to do to attend the Annual Meeting?
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The Annual Meeting will be conducted completely online via the internet. Stockholders may attend and participate in the meeting by visiting www.virtualshareholdermeeting.com/AMK2020. To access the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on your voting instruction form. 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 Shareholder Meeting login page.
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Why is the Annual Meeting a virtual, online meeting?
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By conducting our Annual Meeting solely online via the internet, we reduce the cost and environmental impact associated with a physical meeting. In addition, we anticipate that a virtual meeting will provide greater accessibility for stockholders, encourage stockholder participation from around the world, and improve our ability to communicate more effectively with our stockholders during the meeting.
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What constitutes a quorum for the Annual Meeting?
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To conduct any business at the Annual Meeting, a quorum must be present in person or represented by valid proxies. The holders of shares of our common stock representing a majority of the total voting power of all of our outstanding securities generally entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting, except as required by express provision of applicable law, the rules or regulations of The New York Stock Exchange (the “NYSE”), our Certificate of Incorporation (as amended and restated, our “Certificate of Incorporation) or our Bylaws (as amended and restated, our “Bylaws”).
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Q:
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Who is entitled to vote at the Annual Meeting?
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Holders of record of our common stock as of the close of business on April 13, 2020, which is the Record Date fixed by the Board of Directors, are entitled to vote their shares at the Annual Meeting. A complete list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for any purpose germane to the Annual Meeting for at least ten days before the Annual Meeting during ordinary business hours at the AssetMark headquarters located at 1655 Grant Street, 10th Floor, Concord,
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How many shares may be voted at the Annual Meeting?
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As of the Record Date for the Annual Meeting, 72,390,080 shares of common stock were outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter to be voted upon. Stockholders are not permitted to cumulate votes.
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Q:
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What is the difference between a “stockholder of record” and a “beneficial owner”?
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Whether you are a “stockholder of record” or a “beneficial owner” with respect to your shares of AssetMark common stock depends on how you hold your shares:
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Stockholder of Record: If you hold shares directly in your name on records maintained by AssetMark’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the “stockholder of record” with respect to those shares, the proxy materials or Notice have been sent directly to you by AssetMark and you may submit a proxy and vote those shares in the manner described in this Proxy Statement.
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Beneficial Owner: If your shares of common stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and the proxy materials or Notice are being forwarded to you by your nominee along with a voting instruction form. You may use the voting instruction form to direct your nominee on how to vote your shares, using one of the methods described on the voting instruction form.
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Q:
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How may I vote my shares at the Annual Meeting?
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If you hold shares of AssetMark common stock as the stockholder of record, or if you have a valid proxy from the record holder to vote the shares in street name as a beneficial owner, you have the right to vote those shares at the virtual Annual Meeting. If you choose to do so, please follow the instructions at www.virtualshareholdermeeting.com/AMK2020 to vote or submit questions during the meeting. 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 Shareholder Meeting login page.
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Q:
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How may I vote my shares without attending the Annual Meeting?
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A:
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Even if you plan to attend the virtual Annual Meeting, you should submit a proxy or voting instructions before the meeting by the method or methods below:
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For stockholders who received a Notice by mail: You may access the proxy materials and voting instructions over the internet via the web address provided in the Notice. To access the materials and to submit your proxy or voting instructions, you will need the 16-digit control number provided in the Notice you received in the mail. You may submit your proxy or voting instructions by following the instructions in the Notice or on the proxy voting website.
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For stockholders who received the proxy materials by e-mail: You may access the proxy materials and voting instructions over the internet via the web address provided in the e-mail. To submit your proxy or voting instructions, you will need the 16-digit control number provided in the e-mail. You may submit your proxy or voting instructions by following the instructions in the e-mail or on the proxy voting website.
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For stockholders who received the proxy materials by mail: You may submit your proxy or voting instructions by following the instructions provided on the proxy card or voting instruction form. If you submit your proxy or voting instructions via the internet or by telephone, you will need the 16-digit control number provided on the proxy card or voting instruction form. If you submit your proxy or voting instructions by mail, please complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed, postage-paid envelope.
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Q:
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What is the deadline for submitting a proxy or voting instructions via the internet or by telephone?
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If you are a stockholder of record and do not vote at the virtual Annual Meeting, you may submit your proxy via the internet or by telephone until 11:59 p.m. Eastern Time on Sunday, June 7, 2020.
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Q:
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May I revoke my proxy or voting instructions before my shares are voted at the Annual Meeting?
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Yes. Stockholders generally have the right to revoke their proxy or voting instructions before their shares are voted at the Annual Meeting, subject to the voting deadlines described in the answer to the immediately preceding question. Your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote at the meeting or file a written notice with the Corporate Secretary of AssetMark requesting that your prior proxy be revoked, as described below.
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Stockholders of Record: If you are a stockholder of record, you may revoke a proxy by:
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signing another proxy card with a later date and delivering it to an officer of the Company before the Annual Meeting;
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submitting a later proxy via the internet or by telephone before 11:59 p.m. Eastern Time on Sunday, June 7, 2020;
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providing written notice of your revocation to AssetMark’s Corporate Secretary at AssetMark Financial Holdings, Inc., 1655 Grant Street, 10th Floor, Concord, California, 94520, Attn: Corporate Secretary / Office of the General Counsel; or
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voting online at the Annual Meeting.
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Beneficial Owners: If you are a beneficial owner of shares of common stock held through a bank, brokerage firm or other nominee, you may submit new voting instructions by:
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submitting new voting instructions on the manner stated on the voting instruction form; or
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voting your shares online at the Annual Meeting.
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Q:
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What does it mean if I receive more than one proxy card or voting instruction form?
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If your shares of common stock are held in more than one account, you will receive a proxy card or voting instruction form for each account. To ensure that all of your shares are voted, please follow the instructions you receive for each account to submit a proxy or voting instructions via the internet or by telephone, or by completing, dating, signing and returning your proxy card or voting instruction form in the pre-addressed, postage-paid envelope provided.
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Q:
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What proposals will be voted on at the Annual Meeting?
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Stockholders will vote on two proposals at the Annual Meeting:
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Proposal 1 - To elect to the Board of Directors the Company’s two nominees, Mr. Rohit Bhagat and Mr. Bryan Lin, as Class I directors, each for a three-year term expiring at the 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
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Proposal 2 - To ratify the selection of KPMG as AssetMark’s independent registered public accounting firm for the fiscal year ending December 31, 2020,
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Q:
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How does the Board of Directors recommend that I vote on these proposals?
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The Board of Directors unanimously recommends that you vote your shares:
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Proposal 1 - “FOR” the election of the Board’s director nominees.
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Proposal 2 - “FOR” the ratification of the selection of KPMG as AssetMark’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
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Q:
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How will my shares be voted if I submit my proxy or voting instruction form but do not provide specific voting instructions in the proxy or voting instruction form I submit?
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The effect of submitting a proxy or voting instruction form without providing specific voting instructions depends on how you hold your shares.
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Stockholders of Record: If you sign and submit a proxy to AssetMark but do not indicate any voting instructions, your shares will be voted as follows:
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Proposal 1 - “FOR” the election of the Board’s director nominees.
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Proposal 2 - “FOR” the ratification of the selection of KPMG as AssetMark’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
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Beneficial Owners: A bank, brokerage firm or other nominee that holds shares of common stock for a beneficial owner will be entitled to vote those shares without instructions from the beneficial owner on matters that are considered “routine” in nature. The ratification of the selection of KPMG as AssetMark’s independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal 2) is the only proposal to be acted on at the Annual Meeting that is considered “routine.” Unless instructed by the beneficial owner on how to vote, a bank, brokerage firm or other nominee is not entitled to vote the shares it holds for a beneficial owner on any proposals that are considered “non-routine,” including Proposal 1 (election of directors).
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Q:
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What vote is required to approve each of the proposals?
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The voting requirements for approval of the proposals at the Annual Meeting, assuming a quorum is present or represented at the meeting, are as follows:
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Proposal
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Vote required
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Broker discretionary
voting allowed? |
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Proposal 1: Election of directors
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Plurality of votes cast with respect to shares present in person or by proxy and entitled to vote on the election of directors.
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No
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Proposal 2: Ratification of selection of independent registered public accounting firm
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Affirmative vote of holders of shares representing a majority of the votes cast with respect to shares present and entitled to vote on the proposal.
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Yes
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Q:
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What effect do abstentions and broker non-votes have on the proposals?
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If your shares are counted as either broker non-votes or abstentions, your shares will be included in the number of shares represented for purposes of determining whether a quorum is present.
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Abstentions: Abstentions will have no effect on the outcome of the vote for Proposal 1 (election of directors). Abstentions will have the same effect as a vote against Proposal 2 (ratification of appointment of independent registered public accounting firm).
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Broker non-votes: Broker non-votes will have no effect on the outcome of the vote for Proposal 1. A “broker non-vote” occurs when (1) the beneficial owner of shares held through a bank, brokerage firm or other nominee in “street name” does not give the nominee specific voting instructions on the matter, (2) the proposal being voted on is a matter that is considered “non-routine” in nature and (3) there is at least one “routine” proposal being voted on at the same meeting. If you are a beneficial owner of AssetMark common stock and do not submit any voting instructions to your bank, brokerage firm or other nominee, your nominee may exercise its discretion to vote your shares on Proposal 2, because that proposal is considered “routine.” However, a nominee is not entitled to vote the shares it holds for a beneficial owner on any “non-routine” proposals, including Proposal 1. Therefore, if you do not provide specific voting instructions to your nominee, your shares will constitute broker non-votes with respect to Proposal 1.
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How will the voting power of the common stock held by our controlling stockholder affect the approval of the proposals being voted on at the Annual Meeting?
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As of the Record Date for the Annual Meeting, HTSC, our controlling stockholder, held approximately 70.3% of the shares of our outstanding common stock. By reason of their majority ownership of our outstanding common stock, HTSC has the ability to elect all of the Company’s director nominees and to approve the selection of the appointment of KPMG as AssetMark’s independent registered public accounting firm for the fiscal year ending December 31, 2020. We expect that HTSC will vote in favor of Proposals 1 and 2.
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What happens if additional matters are presented at the Annual Meeting?
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If you grant a proxy to AssetMark, AssetMark’s proxyholders (listed on your proxy card) will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. Other than matters and proposals described in this Proxy Statement, as of the date of this Proxy Statement, AssetMark has not received valid notice of any other business to be acted upon at the Annual Meeting.
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Who will count the votes?
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Broadridge Financial Solutions, Inc., or a representative or agent of Broadridge Financial Solutions, Inc., will tabulate and certify the votes as the inspector of election for the Annual Meeting.
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Where can I find the voting results of the Annual Meeting?
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AssetMark will report the voting results by filing a Current Report on Form 8-K with the SEC within four business days after the date of the Annual Meeting. If the final voting results are not known when AssetMark files such report, it will amend the initial report to disclose the final voting results within four business days of those results become known.
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Who will bear the cost of soliciting votes for the Annual Meeting?
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AssetMark will bear all costs of proxy solicitation. Proxies may be solicited by mail, in person, by telephone, by facsimile, by electronic means or by advertisements by directors, executive officers and other employees of AssetMark or its subsidiaries, without additional compensation. AssetMark will reimburse banks, brokerage firms and other nominees for their reasonable expenses to forward proxy materials to beneficial owners.
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How may I propose matters for inclusion in AssetMark’s proxy materials for the 2021 Annual Meeting of Stockholders or for consideration at the 2021 Annual Meeting of Stockholders, and what are the deadlines?
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For information on how to propose matters for inclusion in AssetMark’s proxy materials for the 2021 Annual Meeting of Stockholders or for consideration at the 2021 Annual Meeting of Stockholders without inclusion in our proxy materials, and for the specification of applicable deadlines, see the section titled “Other Matters—Stockholder Proposals for Next Year’s Annual Meeting.”
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What are the implications of AssetMark being an “emerging growth company”?
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We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For so long as we remain an emerging growth company, we are permitted, and currently intend, to rely on certain provisions of the JOBS Act that contain exceptions to and exemptions from disclosure and other requirements that otherwise are applicable to companies that file periodic reports with the SEC. Among other provisions, the JOBS Act permits us to include reduced disclosure regarding executive compensation in this Proxy Statement and our other SEC filings and provides an exemption from the requirement to hold a non-binding, advisory vote on executive compensation and stockholder approval of any golden parachute arrangements not previously approved.
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What is “householding” and how does it affect me?
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For information on “householding” of proxy materials and how it may affect you, including how to obtain a separate set of voting materials, see the section titled “Other Matters—Stockholders Sharing the Same Last Name and Address.”
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Q:
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What is the address of AssetMark’s principal executive offices?
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The mailing address of our principal executive offices is 1655 Grant Street, 10th Floor, Concord, California, 94520.
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Who can answer my other questions or help me if I need additional assistance?
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If you have questions about the Annual Meeting, require assistance in submitting your proxy or voting your shares or need additional copies of this Proxy Statement or the proxy card, please contact AssetMark Investor Relations by e-mail at investorrelations@assetmark.com.
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Class I directors Rohit Bhagat and Bryan Lin, whose terms expire at this 2020 Annual Meeting of Stockholders;
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Class II directors Patricia Guinn and Ying Sun, whose terms will expire at the 2021 Annual Meeting of Stockholders; and
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Class III directors Charles Goldman, Xiaoning Jiao and Yi Zhou, whose terms will expire at the 2022 Annual Meeting of Stockholders.
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Rohit Bhagat
Class I Director Term Expires: 2020 Annual Meeting Age: 56 Director Since: 2017 Board Committees: Audit Nominating & Corporate Governance (Chair) |
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Mr. Bhagat has served on our Board of Directors since 2017. Mr. Bhagat was a Senior Partner at The Boston Consulting Group from 1992 to 2005, Global Chief Operating Officer of Barclays Global Investors from 2005 to 2009 and Chairman, Asia Pacific of BlackRock, Inc. from 2009 to 2012. Mr. Bhagat currently serves on the boards of Axis Bank Ltd. (since 2013) as Chair of the Nominating and Governance Committee and the M&A Committee and as member of the Risk Management Committee, Franklin Templeton ETF Trust (since 2016) as the Chair of the Audit Committee and a member of the Nominating Committee and Flipkart Pvt. Ltd. (since 2019). He also serves as a Senior Advisor to B Capital Group (since 2017). Mr. Bhagat received a B. Tech. (Mechanical Engineering) degree (with distinction) from the Indian Institute of Technology, Delhi, an M.Sc. (Engineering) degree from the University of Texas at Austin and an M.B.A. degree (with honors) from the Kellogg School at Northwestern University.
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Mr. Bhagat is qualified to serve on our Board of Directors because of his significant corporate governance experience, including his tenure as a member of our Board of Directors and decade of experience serving as a director of other companies (including service on audit, risk management, nomination, compensation and mergers and acquisitions committees), his extensive experience in financial services and fintech as a business leader, investor and advisor, his knowledge of the financial services industry, his experience working with regulators in multiple jurisdictions while at Barclays and BlackRock and his education in finance, marketing, strategy and managerial economics.
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Bryan Lin
Class I Director Term Expires: 2020 Annual Meeting Age: 50 Director Since: 2019 Board Committees: Audit Compensation |
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Mr. Lin has served on our Board of Directors since 2019. Mr. Lin is currently the CEO of Huatai Securities (USA), Inc., a wholly owned U.S.-based indirect subsidiary of HTSC, a position he has held since March 2018. Prior to joining Huatai Securities (USA), Inc., Mr. Lin spent over eleven years, from 2006 to 2017, as a senior private equity investment professional with The Carlyle Group in the U.S. Prior to joining The Carlyle Group, Mr. Lin spent over nine years, from 1997 to 2006, as an investment banker with Citigroup, where he focused on financial advisory and capital raising for clients in the U.S.. Mr. Lin started his career as a banking analyst at the Federal Reserve Bank of New York, where he spent two years working in the areas of bank supervision and regulation. Mr. Lin served on the board of directors at several portfolio companies of The Carlyle Group, serving on various executive, audit and compensation committees. Mr. Lin holds a B.S. in Business Management from State University of New York at Binghamton and an M.B.A. degree from the University of Chicago, Booth School of Business, and is a CFA charter holder.
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Mr. Lin is qualified to serve on our Board of Directors because of his significant professional experience in the financial industry, including in private equity, investment banking and financial regulation, as well as his experience serving on executive, audit and compensation committees of the boards of directors of various portfolio companies.
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Patricia Guinn
Class II Director Term Expires: 2021 Annual Meeting Age: 65 Director Since: 2019 Board Committees: Audit (Chair) Compensation |
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Ms. Guinn has served as a member of our Board of Directors since 2019. From 1976 to 2019, Ms. Guinn held various positions at Willis Towers Watson (formerly Towers Watson and Towers Perrin), a global advisory, brokerage and solutions company, including Chief Risk Officer from 2017 to 2019 and Managing Director of the Risk and Financial Services Segment from 2001 to 2015. Ms. Guinn currently serves as a member of the board of directors of Reinsurance Group of America, Inc., a global life and health reinsurance firm, and is the Chair of its audit and FIRM (finance, investment and risk management) committees. She also served as a director of Allied World Assurance Company Holdings AG from 2015 to 2017. Ms. Guinn currently serves as an Association Member of Bupa, an international healthcare group, an Emeritus Trustee of The Actuarial Foundation, a governance fellow of the National Association of Corporate Directors, a fellow of the Society of Actuaries and a member of the American Academy of Actuaries, and is a Chartered Enterprise Risk Analyst. Ms. Guinn holds a B.A. degree in Mathematics from Hendrix College.
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Ms. Guinn is qualified to serve on our Board of Directors because of her significant professional and leadership experience in the advisory and brokerage industries and her experience as a director of other financial services companies, including as an audit committee member.
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Ying Sun
Class II Director Term Expires: 2021 Annual Meeting Age: 45 Director Since: 2016 Board Committees: Compensation (Chair) Nominating & Corporate Governance |
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Ms. Sun has served as a member of our Board of Directors since 2016. Ms. Sun currently serves as a Managing Director and Head of Corporate Development of our parent company, HTSC, positions she has held since December 2014. Prior to joining HTSC, she worked in capital markets and cross-border mergers and acquisitions at Citigroup Asia Investment Banking (2013 through 2014) and Deutsche Bank Asia (2005 to 2012). Ms. Sun currently serves as a director of HIIHL, a subsidiary of our ultimate parent company HTSC. She has held this directorship since 2016. Ms. Sun holds a Bachelor’s degree in Economics from Peking University.
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Ms. Sun is qualified to serve on our Board of Directors based on her four years of experience as a member of our Board of Directors and her professional knowledge of the financial industry acquired through her experience at Citigroup Asia and Deutsche Bank Asia.
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Name
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Independent
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Director Class
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Audit
Committee |
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Compensation Committee
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Nom. & Corp.
Gov. Committee |
Charles Goldman
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Class III
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| |
|
| |
|
| |
☑
|
Rohit Bhagat
|
| |
☑
|
| |
Class I
|
| |
☑
|
| |
|
| |
☑ Chair
|
Patricia Guinn
|
| |
☑
|
| |
Class II
|
| |
☑ Chair
|
| |
☑
|
| |
|
Bryan Lin
|
| |
|
| |
Class I
|
| |
☑
|
| |
☑
|
| |
|
Xiaodan Liu*
|
| |
|
| |
Class III
|
| |
|
| |
|
| |
|
Ying Sun
|
| |
|
| |
Class II
|
| |
|
| |
☑ Chair
|
| |
☑
|
Yi Zhou
|
| |
|
| |
Class III
|
| |
|
| |
|
| |
|
*
|
Ms. Liu resigned from the Board of Directors effective April 5, 2020. The Board of Directors appointed Ms. Xiaoning Jiao to fill the vacancy on the Board of Directors resulting from Ms. Liu’s resignation on April 21, 2020. Ms. Jiao is a Class III director and is not a member of any committee of the Board of Directors.
|
•
|
selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;
|
•
|
pre-approve the audit services and non-audit services to be provided by our independent registered public accounting firm pursuant to the Audit Committee’s pre-approval policies and procedures;
|
•
|
ensuring the independence and qualifications of our independent registered public accounting firm;
|
•
|
discussing the scope of the audit with our independent registered public accounting firm and reviewing the significant findings of the audit;
|
•
|
considering the adequacy of our internal controls and internal audit function;
|
•
|
reviewing and discussing with management and the independent registered public accounting firm the annual audited financial statements and unaudited quarterly financial statements, and reviewing the Company’s disclosures in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s periodic filings with the SEC;
|
•
|
reviewing the Company’s risk management policies and practices;
|
•
|
reviewing the Company’s policies and practices with respect to related party transactions and reviewing certain related party transactions in accordance with such policies; and
|
•
|
establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters.
|
•
|
reviewing and determining the compensation to be paid to our directors, and reviewing and making recommendations to the Board of Directors with respect to the compensation to be paid to our Chief Executive Officer and each of our other executive officers;
|
•
|
administering our stock and equity incentive plans;
|
•
|
reviewing and approving, or making recommendations to our Board of Directors with respect to, incentive compensation and equity plans;
|
•
|
reviewing our overall compensation philosophy;
|
•
|
reviewing and assessing risks arising from our compensation policies and practices; and
|
•
|
appointing or ratifying the appointment of the officers of the Company at the Senior Vice President level and above.
|
•
|
identifying and recommending candidates for membership on our Board of Directors and the committees thereof;
|
•
|
leading the self-evaluation process of the Board of Directors and the committees thereof;
|
•
|
managing the selection and appointment of a successor Chief Executive Officer, in the event of a vacancy;
|
•
|
reviewing the Company’s management succession planning;
|
•
|
reviewing and recommending changes to the Corporate Governance Guidelines, Corporate Standards and Code of Ethics and Business Conduct, overseeing compliance with such policies and reviewing and making recommendations to the Board of Directors with respect to requests for waivers under such policies;
|
•
|
reviewing potential conflicts of interest involving directors;
|
•
|
overseeing director orientation and continuing education programs; and
|
•
|
generally assisting our Board of Directors with corporate governance matters.
|
Fee Type
|
| |
2018
|
| |
2019
|
Audit Fees(a)
|
| |
$1,065,750
|
| |
$2,661,000
|
Audit-Related Fees(b)
|
| |
81,114
|
| |
83,661
|
Tax Fees(c)
|
| |
—
|
| |
227,087
|
All Other Fees(d)
|
| |
2,000
|
| |
2,000
|
Total Fees
|
| |
$1,148,864
|
| |
$2,973,748
|
(a)
|
Audit Fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements for 2018 and 2019 and the review of our quarterly condensed consolidated financial statements in 2019. Audit fees also relate to services such as subsidiary audits and regulatory and compliance attest services. This category also includes fees for professional services provided in connection with our IPO, incurred during the year ended December 31, 2019, including comfort letters, consents and review of documents filed with the SEC.
|
(b)
|
Audit-Related Fees consist primarily of fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and not reported under “Audit Fees” and includes services related to a service organization report (under Statement on Standards for Attestation Engagements 16).
|
(c)
|
Tax Fees consist of fees for tax return preparation, tax compliance and tax consulting and planning services.
|
(d)
|
All Other Fees consist of online research subscription services.
|
Name
|
| |
Age
|
| |
Position
|
Charles Goldman
|
| |
58
|
| |
President, Chief Executive Officer and Director
|
Gary Zyla
|
| |
48
|
| |
EVP, Chief Financial Officer
|
Ted Angus
|
| |
49
|
| |
EVP, General Counsel
|
Jeremiah Chafkin
|
| |
60
|
| |
EVP, Chief Investment Officer
|
Carrie Hansen
|
| |
49
|
| |
EVP, Chief Operating Officer
|
Michael Kim
|
| |
50
|
| |
EVP, Chief Client Officer
|
Mukesh Mehta
|
| |
53
|
| |
EVP, Chief Information Officer
|
Esi Minta-Jacobs
|
| |
48
|
| |
EVP, Project Management and Human Resources
|
Natalie Wolfsen
|
| |
50
|
| |
EVP, Chief Solutions Officer
|
Charles Goldman
President, Chief Executive Officer and Director Age: 58 |
| |
Mr. Goldman has served as our President and Chief Executive Officer since 2014 and as a member of our Board of Directors since 2013. Mr. Goldman’s biographical information is described above in the section titled “Continuing Directors.”
|
|
| |
|
Gary Zyla
EVP, Chief Financial Officer Age: 48 |
| |
Mr. Zyla has served as our Chief Financial Officer since 2011. From 2004 to 2011, Mr. Zyla served in the Corporate and Retirement and Protection segments at Genworth Financial, Inc., where he led the Capital Management team and served as Vice President of Financial Planning & Analysis. Mr. Zyla holds a B.S. degree in Computer Science-Mathematics and a B.A. degree in History from the State University of New York-Binghamton and an M.B.A. from the University of Maryland.
|
|
| |
|
Ted Angus
EVP, General Counsel Age: 49 |
| |
Mr. Angus has served as our General Counsel since joining us in 2013. From 2010 to 2013, Mr. Angus served as the General Counsel at Genworth Financial Wealth Management, and from 2000 to 2010 he served in various roles at The Charles Schwab Corporation, including as Vice President and Associate General Counsel. From 1998 to 2000, Mr. Angus was an Associate in the securities litigation group at the law firm Brobeck, Phleger & Harrison LLP, and from 1995 to 1998, he was an Associate at Keesal, Young & Logan. Mr. Angus holds B.A. degrees in History and Economics from the University of California, Los Angeles and a J.D. from the University of California, Hastings College of the Law.
|
|
| |
|
Jeremiah Chafkin
EVP, Chief Investment Officer Age: 60 |
| |
Mr. Chafkin has served as our Chief Investment Officer since 2014. Prior to joining our company, Mr. Chafkin served as the President and Chief Executive Officer at AlphaSimplex Group, an investment management firm, from 2008 to 2014. From 2006 to 2007, Mr. Chafkin was the Chief Executive Officer at IXIS Asset Management U.S., L.P. From 1991 to 2006, Mr. Chafkin held a range of leadership roles with The Charles Schwab Corporation, including Executive Vice President of the Advised Investor Division (2002-2006), President of Charles Schwab Investment Management (1991-2001) and Executive Vice President of Asset Management Products and Services (1999-2001). Mr. Chafkin began his career at Bankers Trust Company, where he spent almost fifteen years in a variety of asset management roles, including Chief Executive Officer of the Structured Investment Management business (1997-1999) and President of Japan Bankers Trust (1994-1996). Mr. Chafkin holds a B.A. degree in Economics from Yale University and an M.B.A. degree from Columbia Business School.
|
Carrie Hansen
EVP, Chief Operating Officer Age: 49 |
| |
Ms. Hansen joined our company in 2000 and has served as our Chief Operating Officer since 2008 and as President of our Mutual Funds division since 2007. Prior to becoming our Chief Operating Officer, Ms. Hansen served as our Chief Financial Officer (2003-2006) and Chief Compliance Officer (2004-2008). From 1998 to 2000, Ms. Hansen served as head of the Investment Operations Group in the Tokyo office of Barclays Global Investors, prior to which she spent over four years at Coopers & Lybrand Consulting, finishing her career there as an Audit Manager. Ms. Hansen holds a B.S. degree in Business Administration from the University of California, Berkeley.
|
|
| |
|
Michael Kim
EVP, Chief Client Officer Age: 50 |
| |
Mr. Kim joined our company in 2010 and has served as our Chief Client Officer and National Sales Leader since January 2018. Prior to becoming our Chief Client Officer, Mr. Kim served as our National Sales Manager from 2014 to 2018, and Head of our RIA Channel from 2010 to 2014. Prior to joining our company, Mr. Kim spent over twelve years with Fidelity Investments, Inc., including as a Senior Vice President from 1998 to 2010. From 1995 to 1998, Mr. Kim served as Senior Vice President at Transamerica, and from 1991 to 1995, Mr. Kim was a Senior Associate at Coopers & Lybrand Consulting. Mr. Kim holds a B.A. degree in Economics from the University of California, Los Angeles.
|
|
| |
|
Mukesh Mehta
EVP, Chief Information Officer Age: 53 |
| |
Mr. Mehta has served as our Chief Information Officer since joining our company in 2017. From 2014 to 2017, Mr. Mehta served as the Chief Information and Technology Officer at Cetera Financial Group, a shared services organization serving a family of affiliated independent broker-dealers. From 2010 to 2013, Mr. Mehta served as Chief Information Officer at TD Ameritrade, a brokerage firm, where he also served as a Managing Director in Business Technologies from 2009 to 2010. From 2002 to 2008, Mr. Mehta served as Senior Vice President and Chief Information Officer at Schwab Institutional, Platform Development & Technology, prior to which he served as a Vice President of Finance & Corporate Administration Technology at The Charles Schwab Corporation from 1999 to 2002. Mr. Mehta has also held positions with Bankers Trust (Vice President, Defined Contribution & Participant Services, 1995-1999), Kwasha Lipton (Pension Design & Systems Consultant, 1987-1994), ER Keller & Co. (Investment Account Manager, 1987) and Bell Communications Research (Analyst, 1984-1987). Mr. Mehta holds a B.A. degree in Mathematics & Economics from Rutgers University and is a graduate of the Stanford University Graduate School of Business Executive Program.
|
|
| |
|
Esi Minta-Jacobs
EVP, Project Management and Human Resources Age: 48 |
| |
Ms. Minta-Jacobs joined our company in 2015 and has served as our head of Project Management and Human Resources since March 2020, prior to which she served as our Project Management Office Leader. Prior to joining our company, Ms. Minta-Jacobs served as Senior Vice President at Wells Fargo & Company (2003 – 2015), overseeing international operations project delivery, and as Partner Integration Manager at PeopleSoft, Inc (1999 – 2003). She previously held management consulting roles at Grant Thornton International and PricewaterhouseCoopers (formerly Coopers & Lybrand) (1995 – 1999). Ms. Minta-Jacobs holds a Bachelor of Science in Business Administration with a concentration in Accounting and Management Information Systems from Northeastern University.
|
|
| |
|
Natalie Wolfsen
EVP, Chief Solutions Officer Age: 50 |
| |
Ms. Wolfsen joined our company in 2014 and has served as our Chief Solutions Officer since January 2018, prior to which she served as our Chief Commercialization Officer from May 2014 to December 2017. Prior to joining our company, Ms. Wolfsen served as head of Marketing and Product Development for First Eagle Investment Management, an investment management company, from 2011 to 2014. From 2009 to 2011, Ms. Wolfsen served as head of Product Management and Development for Pershing LLC. From 1999 to 2009, Ms. Wolfsen held numerous roles with The Charles Schwab Corporation, including Senior Marketing Manager (1999-2000), Senior Manager and Director of Technology (2000-2001), Director of Segment Management (2002-2004), Vice President of Strategy (2004-2007), Vice President of Product Management and Development (2007-2008) and Vice President of Equity Product Management and Development (2008-2009). Ms. Wolfsen holds a B.A. degree in Political Science from the University of California, Berkeley and an M.B.A. degree from the University of California, Los Angeles.
|
•
|
each person known by us to beneficially own more than 5% of our common stock;
|
•
|
each of our directors;
|
•
|
each of our named executive officers; and
|
•
|
all of our directors and executive officers as a group.
|
Name of Beneficial Owner
|
| |
Number of Shares of
Common Stock Beneficially Owned |
| |
Percentage of
Shares of Common Stock Beneficially Owned(1) |
Greater than 5% Stockholders:
|
| |
|
| |
|
Huatai International Investment Holdings Limited(2)
|
| |
50,873,799
|
| |
70.3%
|
Directors and Named Executive Officers:
|
| |
|
| |
|
Charles Goldman(3)
|
| |
2,723,039
|
| |
3.8%
|
Rohit Bhagat(4)
|
| |
47,605
|
| |
*
|
Patricia Guinn
|
| |
—
|
| |
—
|
Xiaoning Jiao
|
| |
—
|
| |
—
|
Bryan Lin
|
| |
—
|
| |
—
|
Ying Sun
|
| |
—
|
| |
—
|
Yi Zhou
|
| |
—
|
| |
—
|
Jeremiah Chafkin(5)
|
| |
544,496
|
| |
*
|
Michael Kim(6)
|
| |
377,829
|
| |
*
|
All Directors and Executive Officers as a group (15 persons)(7)
|
| |
5,311,937
|
| |
7.3%
|
*
|
Represents beneficial ownership of less than 1%.
|
(1)
|
The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing the number of shares beneficially owned by the person, which includes the number of shares as to which such person has the right to acquire voting or investment power as of or within 60 days after such date, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power as of or within 60 days after such date. Consequently, the denominator for calculating beneficial ownership percentages may be different for each beneficial owner. The information in this table is based upon information supplied by our executive officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC, unless otherwise indicated.
|
(2)
|
The reported securities are owned directly by Huatai International Investment Holdings Limited (“HIIHL”). The registered address of HIIHL is PO Box 309 Ugland House, Grand Cayman, KY 1-1104, Cayman Islands. Huatai International Finance Limited (“HIFL”), a British Virgin Islands company, is the sole shareholder of HIIHL. Huatai Financial Holdings (Hong Kong) Limited (“HFHHKL”), a Hong Kong company, is the sole shareholder of HIFL. Huatai International Financial Holdings Company Limited (“HIFHCL”), a Hong Kong company, is the sole shareholder of HFHHKL. Huatai Securities Co., Ltd. (“HTSC”), a Chinese company, is the sole shareholder of HIFHCL. Accordingly, the reported securities are beneficially owned by each of HIFL, HFHHKL, HIFHCL and HTSC. The holdings reported here are as set forth in the Schedule 13D filed by HIIHL and its parents on July 29, 2019, as amended on July 31, 2019.
|
(3)
|
Includes 2,013,197 unvested restricted shares of our common stock that are held by Mr. Goldman subject to a Share Restriction Agreement and 310,608 shares of our common stock held by Tulie LLC, a Delaware limited liability company of which Mr. Goldman is the manager.
|
(4)
|
Includes 39,671 unvested restricted shares of our common stock that are held by Mr. Bhagat subject to a Share Restriction Agreement.
|
(5)
|
Includes 396,691 unvested restricted shares of our common stock that are held by Mr. Chafkin subject to a Share Restriction Agreement.
|
(6)
|
Includes 297,517 unvested restricted shares of our common stock that are held by Mr. Kim subject to a Share Restriction Agreement.
|
(7)
|
Includes 4,056,156 unvested restricted shares of our common stock that are held subject to Share Restriction Agreements.
|
•
|
Charles Goldman, President and Chief Executive Officer
|
•
|
Jeremiah Chafkin, Executive Vice President and Chief Investment Officer; and
|
•
|
Michael Kim, Executive Vice President, Chief Client Officer
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus(1)
($) |
| |
Option
Awards(2) ($) |
| |
Non-Equity
Incentive Plan Compensation(3) ($) |
| |
All Other
Compensation(4) ($) |
| |
Total
($) |
Charles Goldman
President and Chief Executive Officer |
| |
2019
|
| |
712,270
|
| |
—
|
| |
2,199,997
|
| |
825,000
|
| |
394,786
|
| |
4,132,052
|
|
2018
|
| |
510,000
|
| |
—
|
| |
—
|
| |
612,000
|
| |
324,603
|
| |
1,446,603
|
||
Jeremiah Chafkin
Chief Investment Officer |
| |
2019
|
| |
482,692
|
| |
—
|
| |
479,994
|
| |
551,250
|
| |
18,200
|
| |
1,532,137
|
|
2018
|
| |
500,000
|
| |
—
|
| |
—
|
| |
525,000
|
| |
16,072
|
| |
1,041,072
|
||
Michael Kim
Chief Client Officer |
| |
2019
|
| |
351,346(5)
|
| |
—
|
| |
479,994
|
| |
551,372(5)
|
| |
17,700
|
| |
1,400,412
|
|
2018
|
| |
350,000(5)
|
| |
—
|
| |
—
|
| |
550,337(5)
|
| |
31,706
|
| |
932,043
|
(1)
|
Represents the total amount awarded to each NEO for the applicable fiscal year under our Variable Incentive Compensation Program based on a discretionary evaluation of the NEOs fiscal year performance.
|
(2)
|
Represents the aggregate grant date fair value of the stock option awards granted to the NEOs during the fiscal year, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair values of the stock option awards in this column are described in Note 13 to our consolidated financial statements included in our Form 10-K for the year ended December 31, 2019.
|
(3)
|
Represents the total amount earned by each NEO for the applicable fiscal year under our Variable Incentive Compensation Program based on the Company’s performance against our business goals.
|
(4)
|
The amounts reported in this column for 2019 include matching contributions of $16,800 for each named executive officer under our 401(k) plan and $376,669 for Mr. Goldman for employer-paid commuting expenses from his home in Colorado to our headquarters in Concord, California.
|
(5)
|
Mr. Kim elected to defer a total of $609,355 and $360,134.97 from his salary and bonus for 2018 and 2019, respectively, under our NQDC Plan, discussed in “—Pension benefits and nonqualified deferred compensation.”
|
•
|
Upon termination of employment due to death or disability, Mr. Goldman or his estate or beneficiaries would be entitled to:
|
○
|
a pro-rated bonus for the fiscal year of termination subject to satisfaction of performance conditions; and
|
○
|
full vesting of the restricted shares issued to Mr. Goldman at the time of our IPO with respect to his profits interests in AssetMark Holdings LLC.
|
•
|
Upon termination of Mr. Goldman’s employment for cause or his resignation without good reason, Mr. Goldman would not be entitled to any payments under his employment agreement other than any amounts already accrued and payable for services through the date of termination.
|
•
|
Upon termination of Mr. Goldman’s employment without cause or his resignation for good reason, Mr. Goldman will be entitled to:
|
○
|
a pro-rated bonus for the fiscal year of termination subject to satisfaction of performance conditions;
|
○
|
full vesting of the restricted shares issued to Mr. Goldman at the time of our IPO with respect to his profits interests in AssetMark Holdings LLC;
|
○
|
continued payment of his salary for a severance period of 24 months after termination; and
|
○
|
a monthly payment equal to the monthly COBRA premium cost (on an after-tax basis) for up to 24 months, to the extent that Mr. Goldman enrolls in COBRA and does not become eligible for other health benefits.
|
•
|
Upon termination of Mr. Goldman’s employment agreement as a result of our election to not renew or replace his employment agreement, Mr. Goldman will be entitled to:
|
○
|
a pro-rated bonus for the fiscal year of termination subject to satisfaction of performance conditions;
|
○
|
continued payment of his salary for a severance period of 12 months after termination; and
|
○
|
a monthly payment equal to the monthly COBRA premium cost (on an after-tax basis) for up to 12 months, to the extent that Mr. Goldman enrolls in COBRA and does not become eligible for other health benefits.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||
Name
|
| |
Numbers of
securities underlying unexercised options exercisable (#) |
| |
Numbers of
securities underlying unexercised options unexercisable (#) |
| |
Option
exercise price ($) |
| |
Option
expiration date |
| |
Number of
shares of stock that have not vested (#) |
| |
Market value
of shares of stock that have not vested(1) ($) |
Charles Goldman
|
| |
—
|
| |
284,605(2)
|
| |
$22.00
|
| |
7/17/2029
|
| |
—
|
| |
—
|
|
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,013,197(3)
|
| |
$58,422,977
|
||
Jeremiah Chafkin
|
| |
—
|
| |
62,095(2)
|
| |
$22.00
|
| |
7/17/2029
|
| |
—
|
| |
—
|
|
—
|
| |
—
|
| |
—
|
| |
—
|
| |
396,691(3)
|
| |
$11,511,973
|
||
Michael Kim
|
| |
—
|
| |
62,095(2)
|
| |
$22.00
|
| |
7/17/2029
|
| |
—
|
| |
—
|
|
—
|
| |
—
|
| |
—
|
| |
—
|
| |
297,517(3)
|
| |
$8,633,943
|
(1)
|
Market value of shares that have not vested is determined using a per-share value of $29.02, the closing price of our common stock on December 31, 2019, as reported by the New York Stock Exchange.
|
(2)
|
These options vest as to one-third of the award on each of the first three anniversaries of July 18, 2019.
|
(3)
|
Represents shares subject to restricted stock awards, which were originally scheduled vest as to 1/6 of the award in November 2019 (completed), 1/6 of the award in November 2020, 1/2 of the award in February 2021 and 1/6 of the award in November 2021, as discussed in the section titled “—Additional Narrative Disclosure Relating to Restricted Shares.”
|
Name
|
| |
Fees Earned
or Paid in Cash(1) ($) |
| |
Stock
Awards(2) ($) |
| |
All Other
Compensation(3) ($) |
| |
Total
($) |
Rohit Bhagat
|
| |
$65,316
|
| |
—
|
| |
$27,432
|
| |
$92,748
|
Patricia Guinn
|
| |
$52,074
|
| |
$129,998(4)
|
| |
—
|
| |
$182,072
|
Bryan Lin
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Xiaodan Liu
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Ying Sun
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Yi Zhou
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Amounts reported in this column represent the annual cash retainers paid to certain of our non-employee directors for their service on our Board of Directors and committees during the year ended December 31, 2019. No cash retainers are paid to directors who serve on the Board of Directors to represent the interests of HTSC.
|
(2)
|
Amounts reported in this column represent the aggregate grant date fair value of each RSU award granted to the applicable non-employee director during the year ended December 31, 2019, computed in accordance with FASB ASC Topic 718. The entry for Ms. Guinn represents an initial equity award granted in connection with joining our Board of Directors. All RSUs are settled in shares of our common stock. As of December 31, 2019, Mr. Bhagat held 45,125 shares of restricted stock and Ms. Guinn held 5,909 RSUs.
|
(3)
|
The amounts reported in this column for Mr. Bhagat represents the cost of certain welfare benefits.
|
•
|
Board Member: $65,000
|
•
|
Audit Committee Chair: $20,000
|
•
|
Compensation Committee Chair: $15,000
|
•
|
Nominating and Corporate Governance Committee Chair: $10,000
|
•
|
an initial grant upon joining our Board of Directors with a fair market value of $130,000, vesting in equal annual installments over three years; and
|
•
|
an annual grant with a fair market value of $130,000, vesting after one year, to be made on or about the date of our annual stockholder meeting.
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Plan category
|
| |
(a) Number of securities
to be issued upon exercise of outstanding stock options, warrants and rights (#) |
| |
(b) Weighted-average
exercise price of outstanding stock options, warrants and rights ($/share)(1) |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#) |
Equity compensation plans approved by stockholders(2)
|
| |
114,044(3)
|
| |
$0
|
| |
4,773,647(4)
|
Equity compensation plans not approved by stockholders
|
| |
908,775(5)
|
| |
$22
|
| |
—
|
Total:
|
| |
1,022,819
|
| |
$22
|
| |
4,773,647
|
(1)
|
The weighted-average exercise price does not include shares to be issued in connection with the settlement of RSUs, as such awards do not have an exercise price.
|
(2)
|
Includes the 2019 Plan. See the section titled “Equity Compensation Plans” below for information on the material features of the 2019 Plan.
|
(3)
|
Represents shares of common stock issuable pursuant to RSUs granted under the 2019 Plan.
|
(4)
|
Includes shares of common stock available for future issuance under the 2019 Plan.
|
(5)
|
Represents shares of common stock issuable pursuant to certain option awards issued immediately prior to our IPO. These options are scheduled to vest in three equal installments, subject to continued service of the recipient through the applicable vesting date, on each of the first three anniversaries of July 18, 2019 and will expire on July 17, 2029.
|
•
|
we or any of our subsidiaries have been or will be a participant;
|
•
|
the amounts involved exceeded or will exceed $120,000; and
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•
|
any of our directors, executive officers or beneficial holders of more than 5% of any class of our capital stock, or any immediate family member of, or person sharing a household with, any of these individuals, had or will have a direct or indirect material interest.
|
•
|
any breach of the director’s duty of loyalty to our company or our stockholders;
|
•
|
any act or omission not in good faith or that involved intentional misconduct or a knowing violation of law;
|
•
|
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law (the “DGCL”); and
|
•
|
any transaction from which the director derived an improper personal benefit.
|
•
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E-mail AssetMark’s Investor Relations department at investorrelations@assetmark.com
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•
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Send your request by mail to AssetMark Financial Holdings, Inc., 1655 Grant Street, 10th Floor, Concord, California 94520, Attn: Corporate Secretary / Office of the General Counsel.
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