Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
☐ | 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 under §240.14a-12 |
☒ | No fee required. |
☐ |
☐ | Fee computed on table | |||||
Sincerely, Michael J. Sacks | |||
Chief Executive Officer and Chairman |
Proposal | | | Votes required | | | Effect of Votes Withheld / Abstentions and Broker Non-Votes |
Proposal 1: Election of Directors | | | The plurality of the votes cast. This means that the seven (7) nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. | | | Votes withheld and broker non-votes will have no effect. |
| | | | |||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | The affirmative vote of the holders of a majority of the votes cast. | | | Abstentions and broker non-votes will have no effect. We do not expect any broker non-votes on this proposal. |
| | | | |||
Proposal 3: Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers (“say-on-pay”) | | | The affirmative vote of the holders of a majority of the votes cast. | | | Abstentions and broker non-votes will have no effect. |
Proposal | | | Votes required | | | Effect of Votes Withheld / Abstentions and Broker Non-Votes |
Proposal 4: Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of our named executive officers (“say-on-frequency”) | | | The affirmative vote of the holders of a majority of the votes cast. To the extent that no alternative receives a majority of the votes cast, the Board will consider the alternative receiving the greatest number of votes (once every three years, once every two years or once every year) to be the frequency recommended by our shareholders. | | | Abstentions and broker non-votes will have no effect. |
Name | | | Age | | | Position with the Company |
Michael J. Sacks | | | | | Chairman of the Board and Chief Executive Officer | |
Jonathan R. Levin | | | | | President and Director | |
Angela Blanton | | | | | Director | |
Francesca Cornelli | | | | | Director | |
Stephen Malkin | | | | | Director | |
Blythe Masters | | | | | Director | |
Samuel C. Scott III | | | | | Lead Independent Director |
Board Diversity Matrix (As of April 25, 2024) | ||||||||||||
Total Number of Directors | | | 7 | |||||||||
| | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
Part I: Gender Identity | ||||||||||||
Directors | | | 3 | | | 4 | | | 0 | | | 0 |
Part II: Demographic Background | ||||||||||||
African American or Black | | | 1 | | | 1 | | | 0 | | | 0 |
Alaskan Native or Native American | | | 0 | | | 0 | | | 0 | | | 0 |
Asian | | | 0 | | | 0 | | | 0 | | | 0 |
Hispanic or Latinx | | | 0 | | | 0 | | | 0 | | | 0 |
Native Hawaiian or Pacific Islander | | | 0 | | | 0 | | | 0 | | | 0 |
White | | | 2 | | | 3 | | | 0 | | | 0 |
Two or More Races or Ethnicities | | | 0 | | | 0 | | | 0 | | | 0 |
LGBTQ+ | | | 0 | |||||||||
Did Not Disclose Demographic Background | | | 0 |
| | The Board unanimously recommends a vote FOR the election of each of the above director nominees. |
| | Year Ended December 31, | ||||
Fee Category | | | 2023 | | | 2022 |
Audit Fees(1) | | | $2,053 | | | $1,140 |
Audit-Related Fees(2) | | | 297 | | | 591 |
Tax Fees(3) | | | 1,579 | | | 1,375 |
All Other Fees(4) | | | 985 | | | 471 |
Total Fees | | | $ 4,914 | | | $3,577 |
(1) | Audit fees consist of fees for the audit of our consolidated financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements. |
(2) | Audit-related fees consist of other audit and attest services not required by statute or regulation. |
(3) | Tax fees consist of fees for tax-related services, including tax compliance, tax planning and advisory services. Fees for tax compliance were $1,091 and $1,183 for the fiscal years ended December 31, 2023 and 2022, respectively. |
(4) | All other fees consist of due diligence services related to contemplated transactions. |
| | The Board of Directors unanimously recommends a vote FOR the Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024. |
Fee Category | | | 2020 | | | 2019 |
Audit Fees1 | | | $1,068 | | | $635 |
Audit-Related Fees2 | | | $2,995 | | | $184 |
Tax Fees3 | | | $1,605 | | | $825 |
All Other Fees | | | — | | | — |
Total Fees | | | $5,668 | | | $1,644 |
Name | | | Age | | | Position with the Company |
Michael J. Sacks(1) | | | 61 | | | Chairman of the Board and Chief Executive Officer |
Pamela Bentley(2) | | | 52 | | | Chief Financial Officer |
Jonathan R. Levin(3) | | | 42 | | | President and Director |
Frederick E. Pollock(4) | | | 44 | | | Chief Investment Officer |
Sandra Hurse(5) | | | 58 | | | Chief Human Resources Officer |
(1) | See biography on page 10 of this proxy statement. |
(2) | Ms. Bentley serves as our Chief Financial Officer and is a member of the firm’s Operations Committee. Ms. Bentley joined GCM Grosvenor as Managing Director of Finance in October 2020 and became Chief Financial Officer in January 2021. She is responsible for managing the financial functions of the firm including overseeing activities related to corporate and fund accounting, treasury and cash management, financial planning and reporting, tax, and operational due diligence while also playing a vital role in the firm’s strategic initiatives. Prior to joining GCM Grosvenor, Ms. Bentley spent 15 years with The Carlyle Group, a publicly traded global investment firm, where her most recent role was Chief Accounting Officer and Managing Director. Previously, she was a Vice President of Finance and Investor Relations at Transaction Network Services, Inc. and a Senior Manager at Arthur Andersen LLP. Ms. Bentley received her Bachelor of Business Administration from the University of Michigan’s Ross School of Business. She is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Ms. Bentley is a member of and Immediate Past Chair of the Board of Directors of Junior Achievement of Greater Washington, and is also a member of the Board of Directors of Junior Achievement USA. |
(3) | See biography on page 11 of this proxy statement. |
(4) | Mr. Pollock serves as our Chief Investment Officer. Mr. Pollock joined GCM Grosvenor in 2015 and became Chief Investment Officer in 2019. He is responsible for managing all investment-related activities for the firm. He also serves as Head of GCM Grosvenor’s Strategic Investments Group and on all of GCM Grosvenor’s Investment Committees, the Diversity, Equity and Inclusion Committee and the Sustainability Committee. Prior to joining GCM Grosvenor, Mr. Pollock had various roles at Morgan Stanley from 2006 to 2015, most recently within its merchant banking division, specializing in infrastructure investing, with responsibility for deal sourcing, due diligence, and management as a board member of various portfolio companies. Mr. Pollock helped form the infrastructure investment group at Morgan Stanley and to structure and raise capital for its initial funds. Prior to joining Morgan Stanley, Mr. Pollock worked at Deutsche Bank, where he made investments for the firm and on behalf of clients. He received his Bachelor of Science summa cum laude in Economics from the University of Nevada and his Juris Doctor magna cum laude from Harvard Law School. |
(5) | Ms. Hurse serves as our Chief Human Resources Officer. Ms. Hurse joined GCM Grosvenor as Chief Human Resources Officer in 2018. She is responsible for the development and execution of the firm people strategy and leads the firm’s real estate and facilities efforts. She also serves on the Sustainability Committee and the Diversity, Equity and Inclusion Committee. Prior to joining GCM Grosvenor, Ms. Hurse held various positions at Bank of America from 2013 to 2018, most recently serving as Global Head of Human Resources for Corporate and Investment Banking. Previously, Ms. Hurse also held leadership roles in Talent Management and Talent Acquisition at Goldman Sachs & Co. from 2006 to 2013 and J.P. Morgan Chase & Co. from 1998 to 2006. She received a Bachelor of Business Administration in Finance from Bernard M. Baruch College and a Master of Business Administration in Marketing from the University of Michigan. Ms. Hurse has served on the Board of Angi (NASDAQ: ANGI) since November 2021, including on its Executive Compensation and Compensation Committees. Ms. Hurse serves as a Corporate Board Member for the Harlem School of the Arts, the Council for Urban Professionals and the Thurgood Marshall College Fund, where she is a member of the finance committee. |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | All Other Compensation ($) | | | Total ($) |
Michael J. Sacks Chief Executive Officer and Chairman | | | 2020 | | | 3,700,000 | | | — | | | 282,540(1) | | | 3,982,540 |
| 2019 | | | 3,585,000 | | | — | | | 2,776,545 | | | 6,361,545 | ||
Jonathan R. Levin President | | | 2020 | | | 500,000 | | | 861,957(2) | | | 25,097,954(3) | | | 26,459,911 |
| 2019 | | | 500,000 | | | 1,600,000 | | | 7,183,700 | | | 9,283,700 | ||
Sandra Hurse Managing Director, Chief Human Resources Officer | | | 2020 | | | 500,000 | | | 1,702,147(4) | | | 757,511(5) | | | 2,959,658 |
| 2019 | | | 500,000 | | | 860,000 | | | 47,081 | | | 1,407,081 | ||
Francis Idehen Managing Director, Chief Operating Officer | | | 2020 | | | 500,000 | | | 2,393,577(6) | | | 1,105,266(7) | | | 3,998,843 |
| 2019 | | | 500,000 | | | 1,283,333 | | | 99,695 | | | 1,883,028 | ||
Frederick Pollock Managing Director, Chief Investment Officer | | | 2020 | | | 500,000 | | | 1,687,500(8) | | | 11,650,523(9) | | | 13,838,023 |
| 2019 | | | 500,000 | | | 1,533,333 | | | 2,718,810 | | | 4,752,143 |
Michael J. Sacks | | | Stephen Malkin |
Jonathan R. Levin | | | Blythe Masters |
Angela Blanton | | | Samuel Scott |
Francesca Cornelli | | |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards(1) ($) | | | All Other Compensation ($) | | | Total ($) |
Michael J. Sacks Chief Executive Officer and Chairman | | | 2023 | | | 4,277,200 | | | — | | | — | | | 1,582,211(2) | | | 5,859,411 |
| 2022 | | | 4,014,500 | | | — | | | — | | | 1,381,074 | | | 5,395,574 | ||
| 2021 | | | 3,748,100 | | | — | | | — | | | 824,114 | | | 4,572,214 | ||
Jonathan R. Levin President | | | 2023 | | | 500,000 | | | 321,741(3) | | | 30,298,938(4) | | | 3,601,077(5) | | | 34,721,756 |
| 2022 | | | 500,000 | | | 232,382 | | | 277,200 | | | 7,156,839 | | | 8,166,421 | ||
| 2021 | | | 500,000 | | | 1,566,929 | | | 6,128,800 | | | 17,265,132 | | | 25,460,861 | ||
Pamela Bentley Chief Financial Officer | | | 2023 | | | 500,000 | | | 142,900(6) | | | 1,090,070(7) | | | 304,522(8) | | | 2,037,492 |
| 2022 | | | 500,000 | | | 248,750 | | | 3,164,935 | | | 252,996 | | | 4,166,681 | ||
| 2021 | | | 500,000 | | | 978,750 | | | 3,390,400 | | | 5,874 | | | 4,875,024 | ||
Sandra Hurse Managing Director, Chief Human Resources Officer | | | 2023 | | | 500,000 | | | 239,389(9) | | | 926,443(10) | | | 606,417(11) | | | 2,272,250 |
| 2022 | | | 500,000 | | | 199,427 | | | 3,091,610 | | | 489,871 | | | 4,280,908 | ||
| 2021 | | | 500,000 | | | 857,433 | | | 1,304,000 | | | 352,203 | | | 3,013,636 | ||
Frederick E. Pollock Managing Director, Chief Investment Officer | | | 2023 | | | 500,000 | | | 150,000(12) | | | 48,528,938(13) | | | 1,593,670(14) | | | 50,772,608 |
| 2022 | | | 500,000 | | | 125,000 | | | 277,200 | | | 11,107,192 | | | 12,009,392 | ||
| 2021 | | | 500,000 | | | 1,490,833 | | | 9,780,000 | | | 2,054,875 | | | 13,825,708 |
(1) | Represents the aggregate grant date fair value of the RSUs and Management Award Interests (as described below) in the year shown, computed in accordance with U.S. GAAP pertaining to equity-based compensation, and expense related to the Amended Holdings Award Interests (as described below). For additional information regarding the determination of grant date fair value see Note 12 and Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that accompanies this Proxy Statement. |
(2) | Amount represents (i) $1,537,262 reflecting the actual aggregate incremental cost to the Company of providing the executive with access to non-commercial air travel pursuant to his employment agreement, calculated based on a charter rate allocated to Mr. Sacks and (ii) $44,949 in cash distributions received in 2023 under our carried interest arrangements, which are described in more detail below. |
(3) | Amount represents (i) a bonus in the amount of $225,000 earned for 2023, the amount of which is determined in the sole discretion of GCMLP, (ii) $66,741 as the portion of a $150,000 award (and associated earnings calculated through December 31, 2023, with respect to such award) granted to Mr. Levin in 2019 under the Deferred Compensation Plan that vested in 2023, described in more detail below and (iii) $30,000 as a portion of a $150,000 award granted to Mr. Levin in 2020 under the Deferred Compensation Plan that vested in 2023, described in more detail below. |
(4) | Amount represents (1) the aggregate grant date fair value of RSUs granted in 2023 in the amount of $1,668,938, and (2) expense related to the Amended Holdings Award Interest awarded in 2023 in the amount of $28,630,000 (described in more detail below). On May 9, 2023 Mr. Levin’s Original Holdings Award Interest was revised to memorialize Mr. Levin’s stated percentage, or minimum allocable share, of distributions from Holdings, as well as a profits interest with respect to net sale proceeds from dispositions of Holdings properties after certain threshold distributions to other members. Pursuant to ASC 505, the Amended Holdings Award Interest was recognized as compensation expense with a corresponding deemed contribution and is now accounted for under ASC 718, Compensation—Stock Compensation as the Amended Holdings Award Interest now has characteristics that are more akin to the risks and rewards of equity ownership in Holdings. The Amended Holdings Award Interest had an aggregate grant date fair value of $78,630,000 within the meaning of ASC 718. Target amounts under the Original Holdings Award Interest of $50,000,000 that were previously expensed for financial accounting purposes prior to 2023 were reversed, and the incremental expense reflected in our financial statements in 2023 is $28,630,000. For additional information regarding the determination of grant date fair value see Note 12 and Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that accompanies this Proxy Statement. The Amended Holdings Award Interests do not dilute the Class A common stockholders or impact net cash flows of the Company. |
(5) | Amount represents (i) company 401(k) contributions of $5,625, (ii) mobile phone stipend of $1,020, (iii) wellness benefits of $100, (iv) $342,694 reflecting the actual aggregate incremental cost to the Company of providing the executive with access to non-commercial air travel pursuant to his employment agreement, calculated based on a charter rate allocated to Mr. Levin, (v) $24,256 in life and long-term disability insurance premiums, as described in more detail below, (vi) $17,529 as tax gross-up payments to make the executive whole for income taxes recognized on the Company insurance premiums, as described in more detail below and (vii) $1,799,579 in cash distributions received in 2023 under our carried interest arrangements, which are described in more detail below. During the period January 1, 2023 through May 8, 2023 before the Original Holdings Award Interests were amended, Mr. Levin received $1,410,274 of discretionary cash distributions of profits received in respect of his membership interest in Holdings, which figure is also reflected in this column. |
(6) | Amount represents a bonus earned for 2023, the amount of which is determined in the sole discretion of GCMLP. |
(7) | Amount represents the aggregate grant date fair value of RSUs granted in 2023, computed in accordance with U.S. GAAP pertaining to equity-based compensation. For additional information regarding the determination of grant date fair value see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that accompanies this Proxy Statement. |
(8) | Amount represents (i) company 401(k) contributions of $7,500, (ii) mobile phone stipend of $1,020, (iii) $3,234 in cash distributions received in 2023 under our carried interest arrangements, which are described in more detail below, (iv) $211,358 of discretionary cash distributions of profits received in respect of Ms. Bentley’s membership interest in Management LLC and (v) $81,410 in housing allowance calculated based on the actual rent expense. |
(9) | Amount represents (i) a bonus in the amount of $110,400 earned for 2023, the amount of which is determined in the sole discretion of GCMLP, (ii) $88,989 as the portion of a $200,000 award (and associated earnings calculated through December 31, 2023, with respect to such award) granted to Ms. Hurse in 2019 under the Deferred Compensation Plan that vested in 2023, described in more detail below and (iii) $40,000 as the portion of a $200,000 award granted to Ms. Hurse in 2020 under the Deferred Compensation Plan that vested in 2023, described in more detail below. |
(10) | Amount represents the aggregate grant date fair value of RSUs granted in 2023, computed in accordance with U.S. GAAP pertaining to equity-based compensation. For additional information regarding the determination of grant date fair value see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that accompanies this Proxy Statement. |
(11) | Amount represents (i) company 401(k) contributions of $7,405, (ii) $7,755 in cash distributions received in 2023 under our carried interest arrangements, which are described in more detail below, (iii) $525,937 of discretionary cash distributions of profits received in 2023 in respect of Ms. Hurse’s membership interests in Holdings and Management LLC and (iv) $65,320 in housing allowance calculated based on the actual rent expense. |
(12) | Amount represents a bonus earned for 2023, the amount of which was determined in the sole discretion of GCMLP, subject to a minimum total compensation amount pursuant to his employment agreement, as described further below. |
(13) | Amount represents (1) the aggregate grant date fair value of RSUs granted in 2023 in the amount of $1,668,938, and (2) expense related to the Amended Holdings Award Interest awarded in 2023 in the amount of $46,860,000 (described in more detail below). On May 9, 2023 Mr. Pollock’s Original Holdings Award Interest was revised to memorialize certain terms, and the Amended Holdings Award Interest entitles Mr. Pollock to a stated percentage, or minimum allocable share, of distributions from Holdings, as well as a profits interest with respect to net sale proceeds from dispositions of Holdings properties after certain threshold distributions to other members. Pursuant to ASC 505, the Amended Holdings Award Interest was recognized as compensation expense with a corresponding deemed contribution and is now accounted for under ASC 718, Compensation—Stock Compensation as the Amended Holdings Award Interest now has characteristics that are more akin to the risks and rewards of equity ownership in Holdings. The Amended Holdings Award Interest had a grant date fair value of $76,860,000 within the meaning of ASC 718. Target amounts under the Original Holdings Award Interests of $30,000,000 that were previously expensed for financial accounting purposes prior to 2023 were reversed. Of the total incremental expense of $46,860,000, $32,019,000 was reflected in our financial statements in 2023 and $14,841,000 will be reflected in our financial statements in 2024 subject to Mr. Pollock’s continued employment and vesting on December 31, 2024. For additional information regarding the determination of grant date fair value see Note 12 and Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that accompanies this Proxy Statement. The Amended Holdings Award Interests do not dilute the Class A common stockholders or impact net cash flows of the Company. |
(14) | Amount represents (i) company 401(k) contributions of $5,625, (ii) mobile phone stipend of $1,020, and (iii) $237,025 in cash distributions received in 2023 under our carried interest arrangements, which are described in more detail below. During the period January 1, 2023 through May 8, 2023 before the Original Holdings Award Interests were amended, Mr. Pollock received $1,350,000 of discretionary cash distributions of profits received in respect of Mr. Pollock’s membership interests in Holdings, which figure is also reflected in this column. |
| | | | | | Stock Awards | ||||||
| | Grant Date | | | Approval Date | | | All other Stock Awards: Number of Shares of Stock or Units (#) | | | Grant Date Fair Value of Stock and Option Awards ($)(1) | |
Michael J. Sacks | | | — | | | — | | | — | | | — |
Jonathan R. Levin | | | 3/1/2023 | | | 2/22/2023 | | | 75,000(2) | | | 620,250 |
| 3/1/2023 | | | 2/22/2023 | | | 131,250(3) | | | 1,085,438 | ||
| 5/9/2023 | | | 5/9/2023 | | | N/A(4) | | | 28,360,000(4) | ||
Pamela Bentley | | | 3/1/2023 | | | 2/22/2023 | | | 50,000(2) | | | 413,500 |
| 10/2/2023 | | | 10/1/2023 | | | 75,510(5) | | | 575,386 | ||
Sandra Hurse | | | 3/1/2023 | | | 2/22/2023 | | | 40,000(2) | | | 330,800 |
| 10/2/2023 | | | 10/1/2023 | | | 66,478(5) | | | 506,562 | ||
Frederick E. Pollock | | | 3/1/2023 | | | 2/22/2023 | | | 75,000(2) | | | 620,250 |
| 3/1/2023 | | | 2/22/2023 | | | 131,250(3) | | | 1,085,438 | ||
| 5/9/2023 | | | 5/9/2023 | | | N/A(6) | | | 46,860,000(6) |
(1) | Amounts in this column relating to grants of RSUs represent the aggregate grant date fair value of RSUs granted under the Amended and Restated Incentive Award Plan, computed in accordance with U.S. GAAP pertaining to equity-based compensation, based on the closing price per share of Class A common stock on the date of grant, which was $8.27 on March 1, 2023 and $7.62 on October 2, 2023. Amounts in this column related to the Amended Holdings Award Interests represent the expense related to these awards, as described further below. |
(2) | One third of the RSUs vest on each of May 31, 2024, May 31, 2025 and May 31, 2026, subject to continued employment through the applicable vesting date. |
(3) | RSUs fully vested on August 15, 2023. |
(4) | Amount represents expense related to the Amended Holdings Award Interest awarded in 2023 in the amount of $28,630,000. The Amended Holdings Award Interest had an aggregate grant date fair value of $78,630,000 within the meaning of ASC 718. Target amounts under the Original Holdings Award Interest of $50,000,000 that were previously expensed for financial accounting purposes prior to 2023 were reversed, and the incremental expense reflected in our financial statements in 2023 is $28,630,000. The Amended Holdings Award Interest is not denominated in units or shares. The Amended Holdings Award Interests do not dilute the Class A common stockholders or impact net cash flows of the Company. |
(5) | RSUs fully vested on March 1, 2024. |
(6) | Amount represents expense related to the Amended Holdings Award Interest awarded in 2023 in the amount of $46,860,000. The Amended Holdings Award Interest had an aggregate grant date fair value of $76,860,000 within the meaning of ASC 718. Target amounts under the Original Holdings Award Interest of $30,000,000 that were previously expensed for financial accounting purposes prior to 2023 were reversed. Of the total incremental expense of $46,860,000, $32,019,000 was reflected in our financial statements in 2023 and $14,841,000 will be reflected in our financial statements in 2024 subject to Mr. Pollock’s continued employment and vesting on December 31, 2024. The Amended Holdings Award Interest is not denominated in units or shares. The Amended Holdings Award Interests do not dilute the Class A common stockholders or impact net cash flows of the Company. |
Name | | | Grant Date | | | Stock Awards | |||
| Number of shares or units of stock that have not vested (#) | | | Market value of shares or units of stock that have not vested(5) ($) | |||||
Michael J. Sacks | | | — | | | — | | | — |
Jonathan R. Levin | | | 3/1/2022 | | | 9,166(1)(2) | | | 82,127 |
| 3/1/2023 | | | 75,000(3) | | | 672,000 | ||
Pamela Bentley | | | 3/1/2022 | | | 9,166(1)(2) | | | 82,127 |
| 3/1/2023 | | | 50,000(3) | | | 448,000 | ||
| 12/15/2022 | | | 300,000(4) | | | 2,688,000 | ||
| 10/2/2023 | | | 75,510(2) | | | 676,570 | ||
Sandra Hurse | | | 3/1/2022 | | | 9,166(1)(2) | | | 82,127 |
| 3/1/2023 | | | 40,000(3) | | | 358,400 | ||
| 12/15/2022 | | | 300,000(4) | | | 2,688,000 | ||
| 10/2/2023 | | | 66,478(2) | | | 595,643 | ||
Frederick E. Pollock | | | 3/1/2022 | | | 9,166(1)(2) | | | 82,127 |
| 3/1/2023 | | | 75,000(3) | | | 672,000 | ||
| 5/9/2023 | | | N/A(6) | | | 9,399,418(6) |
(1) | One third of the RSUs were fully vested on the date of grant, one third of the RSUs vest on the anniversary of the grant, and one third of the restricted stock units vest on the second anniversary of the grant, subject to continued employment through the applicable vesting date. |
(2) | RSUs fully vested on March 1, 2024. |
(3) | One third of the RSUs vest on each of May 31, 2024, May 31, 2025 and May 31, 2026, subject to continued employment through the applicable vesting date. |
(4) | Management Award Interests fully vest on May 1, 2025, subject to continued employment through the applicable vesting date, other than in the case of death or disability, in which case the Management Award Interests will remain outstanding, to be settled within 90 days following May 1, 2025. |
(5) | The market values of RSUs in this column are based on the closing trading price of $8.96 per share of Class A common stock as of December 29, 2023 listed on the Nasdaq, and the market value of the Amended Holdings Award Interest in this column is based on the value of the award outstanding as of December 31, 2023. |
(6) | Amount represents the value of partnership interest-based compensation related to the Amended Holdings Award Interest awarded in 2023 and outstanding as of December 31, 2023. The Amended Holdings Award Interest will be fully vested on December 31, 2024 and the value of the award (computed in accordance with ASC 718) will be fully expensed in fiscal year 2024. The Amended Holdings Award Interest is not denominated in units or shares. The Amended Holdings Award Interests do not dilute the Class A common stockholders or impact net cash flows of the Company. |
| | Stock Awards | ||||
| | Number of Shares Acquired on Vesting (#) | | | Value Realized at Vesting ($)(1) | |
Michael J. Sacks | | | — | | | — |
Jonathan R. Levin | | | 297,083 | | | 2,420,126 |
Pamela Bentley | | | 174,083 | | | 1,403,671 |
Sandra Hurse | | | 112,001 | | | 894,278 |
Frederick E. Pollock | | | 390,417 | | | 3,191,999 |
(1) | The value of RSUs is determined based on the closing trading price of a share of Class A common stock on the applicable vesting date. |
Name | | | Aggregate Earnings in 2023 ($)(1) | | | Aggregate Withdrawals / Distributions ($) | | | Aggregate Balance at 2023 ($)(2) |
Michael J. Sacks | | | — | | | — | | | — |
Jonathan R. Levin | | | 13,533 | | | 30,125 | | | 312,676 |
Pamela Bentley | | | — | | | — | | | — |
Sandra Hurse | | | 18,044 | | | 40,167 | | | 416,902 |
Frederick E. Pollock | | | — | | | — | | | — |
(1) | Represents award adjustment for calendar year 2023. |
(2) | Includes vested and unvested amounts. |
Name | | | Reason for Employment Termination | | | Estimated Value of Cash Payments ($) | | | Estimated Value of Equity Acceleration ($) |
Michael J. Sacks | | | Resignation | | | 1,069,300 | | | — |
| Death/Disability | | | 4,277,200 | | | — | ||
Jonathan R. Levin | | | Without Cause/Resignation | | | 375,000 | | | — |
| Death/Disability | | | — | | | 754,127 | ||
Pamela Bentley | | | Without Cause/Resignation | | | 229,339 | | | — |
| Death/Disability | | | — | | | 3,894,697 | ||
Sandra Hurse | | | Without Cause/Resignation | | | 500,000 | | | — |
| Death/Disability | | | — | | | 3,724,170 | ||
Frederick E. Pollock | | | Without Cause/Resignation | | | 500,000 | | | — |
| Death/Disability | | | — | | | 754,127 |
Year | | | Summary Compensation Table Total for PEO(1) | | | Compensation Actually Paid to PEO(1) (3) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1) (3) | | | Value of Initial $100 Investment Based On: | | | Net Income (Thousands $) | | | Fee-Related Earnings (Thousands $)(5) | |||
| Total Shareholder Return | | | Peer Group Total Shareholder Return(4) | | |||||||||||||||||||
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) |
2023 | | | $5,859,411 | | | $5,859,411 | | | $22,451,027(2) | | | $23,067,310(2) | | | $77 | | | $135 | | | $12,774 | | | $139,942 |
2022 | | | $5,395,574 | | | $5,395,574 | | | $7,155,851 | | | $6,605,397 | | | $62 | | | $121 | | | $19,820 | | | $128,513 |
2021 | | | $4,572,214 | | | $4,572,214 | | | $11,793,807 | | | $10,997,623 | | | $81 | | | $135 | | | $21,482 | | | $120,401 |
(1) | Our PEO for fiscal years 2021-2023 is Mr. Sacks. The Non-PEO NEOs reflected in columns (d) and (e) are Mr. Levin (2021-2023), Ms. Bentley (2021-2023), Ms. Hurse (2021-2023), and Mr. Pollock (2021-2023). |
(2) | Excluding the impact of the modification related to the Amended Holdings Award Interests in 2023, the Average Summary Compensation Table Total for Non-PEO NEOs would be $3,578,527, and the Average Compensation Actually Paid to Non-PEO NEOs would be $4,086,731. The Amended Holdings Award Interests do not dilute the Class A common stockholders Or impact net cash flows of the Company. Prior to their modification, the Amended Holdings Award Interests were not accounted for as equity awards and therefore there were no valuation assumptions disclosed on the grant date of such awards. |
(3) | The following amounts were deducted from / added to Summary Compensation Table (“SCT”) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (“CAP”) to our PEO and average CAP to our Non-PEO NEOs for 2021, 2022, and 2023. |
Fiscal Year | | | 2023 | | | 2022 | | | 2021 |
SCT Total | | | $5,859,411 | | | $5,395,574 | | | $4,572,214 |
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year | | | $0 | | | $0 | | | $0 |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | | | $0 | | | $0 | | | $0 |
± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | | | $0 | | | $0 | | | $0 |
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | $0 | | | $0 | | | $0 |
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | $0 | | | $0 | | | $0 |
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | $0 | | | $0 | | | $0 |
+ Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | | | $0 | | | $0 | | | $0 |
Compensation Actually Paid | | | $5,859,411 | | | $5,395,574 | | | $4,572,214 |
Fiscal Year | | | 2023(a) | | | 2022 | | | 2021 |
SCT Total | | | $22,451,027 | | | $7,155,851 | | | $11,793,807 |
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year | | | ($20,211,097) | | | ($1,702,736) | | | ($5,150,800) |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | | | $3,205,508 | | | $1,420,195 | | | $2,677,500 |
± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | | | $276,406 | | | ($380,516) | | | $0 |
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | $17,155,068 | | | $92,403 | | | $1,608,266 |
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | $100,338 | | | ($51,800) | | | $0 |
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | $0 | | | $0 | | | $0 |
+ Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | | | $90,061 | | | $72,000 | | | $68,850 |
Compensation Actually Paid | | | $23,067,310(b) | | | $6,605,397 | | | $10,997,623 |
(a) | Amounts included with respect to the Amended Holdings Award Interests in 2023 are based on the incremental expense associated with such awards and reflected in our financial statements in 2023. |
(b) | Excluding the impact of the modification related to the Amended Holdings Award Interests in 2023, the Average Compensation Actually Paid for Non-PEO NEOs would be $4,086,731. The Amended Holdings Award Interests do not dilute the Class A common stockholders or impact net cash flows of the Company. |
(4) | The Peer Group for which Total Shareholder Return is provided in column (g) for each listed fiscal year is the S&P Composite 1500 Financials index. |
(5) | Our company-selected measure is Fee-Related Earnings. Fee-Related Earnings is described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—Fee-Related Revenue and Fee Related Earnings” in our Annual Report on Form 10- K. For a reconciliation of non-GAAP measures to the corresponding GAAP measures, please see Appendix A – Reconciliation of Non-GAAP Measures. |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | Total ($) |
Angela Blanton | | | — | | | 235,008 | | | 235,008 |
Francesca Cornelli | | | 94,000 | | | 141,023 | | | 235,023 |
Stephen Malkin | | | — | | | 200,024 | | | 200,024 |
Blythe Masters | | | — | | | 250,015 | | | 285,015 |
Samuel C. Scott III | | | — | | | 200,024 | | | 200,024 |
(1) | Represents the aggregate grant-date fair value of the restricted stock units granted in 2023, computed in accordance with U.S. GAAP pertaining to equity-based compensation. For additional information regarding the determination of grant-date fair value see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The restricted stock units are fully vested at the time of grant. For fiscal year 2023, the non-employee director elected to receive their quarterly cash compensation in the form of deferred restricted stock units. As of December 31, 2023, Ms. Blanton had 64,802 restricted stock units outstanding; Ms. Cornelli had 27,668 restricted stock units outstanding; Mr. Malkin had 57,248 restricted stock units outstanding, Ms. Masters had 45,708 restricted stock units outstanding and Mr. Scott had 64,802 restricted stock units outstanding. |
| | The Board of Directors unanimously recommends a vote FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers. |
| | The Board of Directors unanimously recommends THREE YEARS as the frequency of future advisory (non-binding) votes on the compensation of our named executive officers. |
Plan Category: | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans |
Equity compensation plans approved by security holders(1) | | | 5,124,309(2) | | | $— | | | 16,893,943 |
Equity compensation plans not approved by security holders | | | — | | | — | | | — |
Total | | | $5,124,309 | | | $— | | | 16,893,943 |
(1) | Consists of the Amended and Restated 2020 Incentive Award Plan. |
(2) | Consists of outstanding restricted stock units under the Amended and Restated 2020 Incentive Award Plan as of December 31, 2023. |
Name and Address of Beneficial Owner(1) | | | Class A Common Stock | | | Class C Common Stock | | | Combined Voting Power (%)(2) | ||||||
| Number | | | % | | | Number | | | % | | ||||
Five Percent Holders: | | | | | | | | | | | |||||
The Vanguard Group(3) | | | 11,723,019 | | | 27.5% | | | — | | | — | | | 6.2% |
CF Investors(4) | | | 8,251,535 | | | 19.4% | | | — | | | — | | | 4.4% |
Adage Capital Partners, LP(5) | | | 3,500,000 | | | 8.2% | | | — | | | — | | | 1.9% |
Alyeska Investment Group(6) | | | 3,000,000 | | | 7.0% | | | — | | | — | | | 1.6% |
Columbia Acorn Fund(7) | | | 2,724,000 | | | 6.4% | | | — | | | — | | | 1.5% |
M. Klein Associates, Inc.(8) | | | 2,067,690 | | | 4.9% | | | — | | | — | | | 1.1% |
Directors and Executive Officers: | | | | | | | | | | | |||||
Michael Sacks(9) | | | 145,135,246 | | | 77.3% | | | 144,235,246 | | | 100% | | | 75.% |
Jonathan Levin(10) | | | — | | | — | | | — | | | — | | | — |
Frederick Pollock(11) | | | — | | | — | | | — | | | — | | | — |
Pamela Bentley(12) | | | | | | | | | | | |||||
Francis Idehen(13) | | | | | | | | | | | |||||
Sandra Hurse(14) | | | — | | | — | | | — | | | — | | | — |
Angela Blanton | | | — | | | — | | | — | | | — | | | — |
Francesca Cornelli | | | — | | | — | | | — | | | — | | | — |
Stephen Malkin | | | — | | | — | | | — | | | — | | | — |
Blythe Masters | | | — | | | — | | | — | | | — | | | — |
Samuel C. Scott III | | | — | | | — | | | — | | | — | | | — |
All directors and executive officers, as a group (11 individuals) | | | 145,135,246 | | | 77.3% | | | 144,235,246 | | | 100% | | | 75.0% |
| | Class A Common Stock | | | Class C Common Stock | | | Combined Voting Power (%)(2) | |||||||
Name and Address of Beneficial Owner(1) | | | Number | | | % | | | Number | | | % | | ||
Five Percent Holders: | | | | | | | | | | | |||||
CF Investors(3) | | | 8,251,535 | | | 19.2 % | | | — | | | — | | | 4.8 % |
Ameriprise Financial, Inc.(4) | | | 4,788,660 | | | 11.1 % | | | — | | | — | | | 2.8 % |
Royce & Associates, LP(5) | | | 4,640,466 | | | 10.8 % | | | — | | | — | | | 2.7 % |
Ariel Investments, LLC(6) | | | 4,442,113 | | | 10.3 % | | | — | | | — | | | 2.6 % |
The Vanguard Group(7) | | | 4,111,757 | | | 9.6 % | | | — | | | — | | | 2.4% |
Massachusetts Financial Services Company(8) | | | 3,319,364 | | | 7.7 % | | | — | | | — | | | 1.9% |
BlackRock, Inc.(9) | | | 3,096,353 | | | 7.2 % | | | — | | | — | | | 1.8% |
Mizuho Financial Group, Inc.(10) | | | 2,430,700 | | | 5.6 % | | | — | | | — | | | 1.4% |
Directors and Executive Officers: | | | | | | | | | | | |||||
Michael J. Sacks(11) | | | 145,135,246 | | | 77.1 % | | | 144,235,246 | | | 100% | | | 74.9% |
Jonathan R. Levin(12) | | | 412,579 | | | * | | | — | | | — | | | * |
Frederick E. Pollock(13) | | | 533,221 | | | 1.2 % | | | — | | | — | | | * |
Pamela Bentley(14) | | | 28,014 | | | * | | | — | | | — | | | * |
Sandra Hurse(15) | | | — | | | — | | | — | | | — | | | * |
Angela Blanton(16) | | | 13,902 | | | * | | | — | | | — | | | * |
Francesca Cornelli(17) | | | 14,514 | | | * | | | — | | | — | | | — |
Stephen Malkin(18) | | | — | | | — | | | — | | | — | | | — |
Blythe Masters(19) | | | 58,198 | | | * | | | — | | | — | | | * |
Samuel C. Scott III(20) | | | 13,902 | | | * | | | — | | | — | | | * |
All directors and executive officers, as a group (10 individuals)(21) | | | 146,209,576 | | | 77.3% | | | 144,235,246 | | | 100% | | | 75.5% |
* | Represents less than 1% |
(1) | Unless otherwise noted, the business address of each of those listed in the table above is c/o GCM Grosvenor, |
(2) | Percentage of combined voting power represents voting power with respect to all shares of Class A common stock and Class C common stock, voting together as a single class. Each holder of Class A common stock is entitled to one vote per share, and each holder of Class C common stock is entitled to |
(3) | Pursuant to a Schedule 13G filed with the SEC on |
CF Finance Holdings LLC (“CF Holdings”). Includes (i) 3,500,000 shares of Class A common stock held by |
(4) | Pursuant to a Schedule 13G/A filed with the SEC on February |
(5) | Pursuant to a Schedule 13G/A filed with the SEC on March 6, 2024 by Royce & Associates, LP. Royce & Associates, LP reported sole voting and dispositive power over shares of Class A Common Stock. The address of Royce & Associates, LP is 745 Fifth Avenue, New York, NY 10151. |
(6) | Pursuant to a Schedule 13G filed with the SEC on February 14, 2024 by Ariel Investments, LLC. Ariel Investments LLC reported sole dispositive power over 4,442,113 shares of Class A common stock and sole voting power over 3,663,670 shares of Class A common stock. The address of Ariel Investments, LLC is 200 E. Randolph Street, Suite 2900, Chicago, IL 60601. |
(7) | Pursuant to a Schedule 13G/A filed with the SEC on February |
(8) | Pursuant to a Schedule 13G/A filed with the SEC on February 9, 2024 by Massachusetts Financial Services Company. Massachusetts Financial Services Company reported sole voting and dispositive power over 3,319,364 shares of |
(9) | Pursuant to a Schedule 13G/A filed with the SEC on January 26, 2024 by BlackRock, Inc. BlackRock, Inc. reported sole dispositive power over 3,096,353 shares of Class A common stock and sole voting power over 3,066,340 shares of Class A common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. |
(10) | Pursuant to a Schedule 13G filed with the SEC on February |
(11) | Pursuant to a Schedule 13G/A filed with the SEC on February 9, 2024 by Michael Sacks, Grosvenor Holdings, L.L.C, Grosvenor Holdings II, L.L.C., GCM Grosvenor Management, LLC, GCM Progress LL and GCM |
(12) | Does not include |
(13) | Does not include |
(14) | Does not include |
(15) | Does not include 9,166 restricted stock units that vested on March 1, |
(16) | Does not include 70,884 restricted stock units that are fully vested and will be delivered at a later date pursuant to Ms. Blanton’s elections. |
(17) | Does not include 16,195 restricted stock units that are fully vested and will be delivered at later dates pursuant to Dr. Cornelli’s elections. |
(18) | Does not include 62,424 restricted stock units that are fully vested and will be delivered at a later date pursuant to Mr. Malkin’s elections. |
(19) | Does not include 43,961 restricted stock units that are fully vested and will be delivered at later dates pursuant to Ms. Masters’ elections. |
(20) | Does not include 70,884 restricted stock units that are fully vested and will be delivered at a later date pursuant to Mr. Scott’s elections. |
(21) | Does not include an aggregate of 462,975 restricted stock units that are fully vested and are to be delivered after April 10, 2024 pursuant to the applicable recipient’s elections or Restricted Stock Unit Grant Notices. |
| | Year Ended December 31, | |||||||
| | 2023 | | | 2022 | | | 2021 | |
| | (in thousands) | |||||||
Adjusted Pre-Tax Income & Adjusted Net Income | | | | | | | |||
Net income attributable to GCM Grosvenor Inc. | | | $12,774 | | | $19,820 | | | $21,482 |
Plus: | | | | | | | |||
Net income (loss) attributable to noncontrolling interests in GCMH | | | (47,013) | | | 52,839 | | | 63,848 |
Provision for income taxes | | | 7,692 | | | 9,611 | | | 10,993 |
Change in fair value of derivatives | | | — | | | — | | | (1,934) |
Change in fair value of warrants | | | (1,429) | | | (20,551) | | | (7,853) |
Amortization expense | | | 1,313 | | | 2,316 | | | 2,332 |
Severance | | | 6,826 | | | 1,647 | | | 3,110 |
Transaction expenses (1) | | | 6,445 | | | 2,051 | | | 7,827 |
Loss on extinguishment of debt | | | — | | | — | | | 675 |
Changes in TRA liability and other (2) | | | 3,048 | | | (241) | | | (1,372) |
Partnership interest-based compensation | | | 103,934 | | | 31,811 | | | 27,671 |
Equity-based compensation | | | 50,667 | | | 30,721 | | | 44,190 |
Other non-cash compensation | | | 1,157 | | | 1,336 | | | 3,300 |
Less: | | | | | | | |||
Unrealized investment income, net of noncontrolling interests | | | (8,309) | | | (6,919) | | | (15,604) |
Non-cash carried interest compensation | | | (48) | | | 52 | | | (1,306) |
Adjusted Pre-Tax Income | | | 137,057 | | | 124,493 | | | 157,359 |
Less: | | | | | | | |||
Adjusted income taxes (3) | | | (33,853) | | | (30,127) | | | (38,553) |
Adjusted Net Income | | | $ 103,204 | | | $94,366 | | | $118,806 |
| | | | | | ||||
Adjusted EBITDA | | | | | | | |||
Adjusted Net Income | | | $ 103,204 | | | $94,366 | | | $118,806 |
Plus: | | | | | | | |||
Adjusted income taxes (3) | | | 33,853 | | | 30,127 | | | 38,553 |
Depreciation expense | | | 1,383 | | | 1,540 | | | 1,688 |
Interest expense | | | 23,745 | | | 23,314 | | | 20,084 |
Adjusted EBITDA | | | $ 162,185 | | | $ 149,347 | | | $ 179,131 |
(1) | Represents 2023 and 2022 expenses related to contemplated corporate transactions and 2021 expenses related to a debt offering, other contemplated corporate transactions and other public company transition expenses. |
(2) | For the year ended December 31, 2021, includes $1.3 million that was recognized as other income related to the disgorgement of statutory short-swing “profits” from a holder of our Class A common stock. For the year ended December 31, 2023 includes $1.2 million related to New York office relocation costs. |
(3) | Represents corporate income taxes at a blended statutory effective tax rates of 24.7%, 24.2% and 24.5% applied to Adjusted Pre-Tax Income for the years ended December 31, 2023, 2022 and 2021, respectively. The 24.7%, 24.2% and 24.5% are based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 3.7%, 3.2% and 3.5%, respectively. |
| | Year Ended December 31, | |||||||
| | 2023 | | | 2022 | | | 2021 | |
| | (in thousands) | |||||||
Adjusted EBITDA | | | $ 162,185 | | | $ 149,347 | | | $179,131 |
Less: | | | | | | | |||
Incentive fees | | | (64,903) | | | (75,167) | | | (173,853) |
Depreciation expense | | | (1,383) | | | (1,540) | | | (1,688) |
Other non-operating expense | | | (2,130) | | | (708) | | | (78) |
Realized investment income, net of amount attributable to noncontrolling interests in subsidiaries (1) | | | (3,103) | | | (4,699) | | | (1,496) |
Plus: | | | | | | | |||
Incentive fee-related compensation | | | 44,181 | | | 52,869 | | | 97,081 |
Carried interest attributable to redeemable noncontrolling interest holder | | | — | | | — | | | 8,059 |
Carried interest attributable to other noncontrolling interest holders, net | | | 5,095 | | | 8,411 | | | 13,245 |
Fee-Related Earnings | | | $ 139,942 | | | $ 128,513 | | | $120,401 |
(1) | Investment income or loss is generally realized when the Company redeems all or a portion of its investment or when the Company receives or is due cash, such as a from dividends or distributions. Amounts were de minimis for periods prior to the Mosaic repurchase on July 2, 2021. |