STEP DEF 14A
StepStone Group Inc. (STEP)
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| ☐ | 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 paid previously with preliminary materials | |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
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StepStone Group Inc.
277 Park Avenue, 45th Floor
New York, NY 10172
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 8, 2026
1:00 p.m. Eastern Time
www.proxydocs.com/STEP
To Our Stockholders:
We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of StepStone Group Inc. (“StepStone,” the “Company,” “we,” “us” or “our”) on Tuesday, September 8, 2026 at 1:00 p.m., Eastern Time, online via live audio webcast by visiting www.proxydocs.com/STEP (the “Annual Meeting”) for the following purposes:
1. To elect the seven director nominees named in the proxy statement, each to serve for a one-year term and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification (“Proposal 1”);
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027 (“Proposal 2”);
3. To approve, on a non-binding and advisory basis, the compensation of our named executive officers (“Proposal 3” or “Say-on-Pay”); and
4. To transact any other business that may be properly presented at the Annual Meeting or any adjournment or postponement thereof.
The Company’s board of directors has determined to continue holding the Annual Meeting virtually. We believe that this is the right choice for StepStone as it provides expanded stockholder access regardless of the location of the Annual Meeting or resources available to stockholders, may improve communications, and allows the participants to attend the Annual Meeting conveniently from any location.
Stockholders of record as of the close of business on July 14, 2026 are entitled to notice of, and, as described in this paragraph, to vote at, the Annual Meeting, or any adjournment or postponement thereof. Holders of our Class A common stock and holders of our Class B common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.
As permitted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy statement, our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “Annual Report”) and a form of proxy card or voting instruction card (together, the “proxy materials”). The Notice contains instructions on how to access the proxy materials online. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials. If you elect to receive a paper copy, our proxy materials will be mailed to you. This distribution process is more resource- and cost-efficient. The Notice is first being mailed, and the proxy materials are first being made available, to our stockholders on or about July 21, 2026.
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All stockholders are cordially invited to attend our Annual Meeting, conducted virtually via live audio webcast. To attend the Annual Meeting, vote, or submit questions during the Annual Meeting, you must first register for the Annual Meeting in advance by visiting www.proxydocs.com/STEP. Upon completing your registration, you will receive a confirmation email, which will include additional information about virtually attending the Annual Meeting. For additional details, see “—How can I attend, participate in and vote at the Annual Meeting online?” in the “Questions & Answers About the Annual Meeting” section below. This proxy statement provides detailed information about the Annual Meeting. We encourage you to read this proxy statement carefully and in its entirety. When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 12:45 p.m. Eastern Time on Tuesday, September 8, 2026. If you experience technical difficulties during the check-in process or during the Annual Meeting, please call the phone number provided in your confirmation email for assistance. During the ten days prior to the Annual Meeting, a list of stockholders of record will be available at our principal executive offices located at 277 Park Avenue, 45th Floor, New York, New York 10172.
Your vote is important. Regardless of whether you participate in the Annual Meeting, we hope you vote as soon as possible. You may vote online or by phone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting online or by phone, written proxy or voting instruction card ensures your representation at the Annual Meeting regardless of whether you attend our virtual Annual Meeting online.
By Order of the Board of Directors,
Jennifer Y. Ishiguro
Chief Legal Officer & Secretary
New York, NY
July 21, 2026
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 8, 2026 |
| The notice, the proxy statement and the Company’s Annual Report are available at www.proxydocs.com/STEP. |
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Forward-Looking Statements and Website References
This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including the risk factors that we identify in our SEC filings, and actual results may differ materially from the results discussed in such forward-looking statements. We undertake no duty to update publicly any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Transition to a Non-Controlled Company
Prior to September 18, 2025, holders of our Class B common stock controlled a majority of the voting power of our outstanding common stock because each share of our Class B common stock entitled its holder to five votes on all matters to be voted on by stockholders generally, until the earliest to occur of certain ownership changes or September 18, 2025 as set forth in our then-current amended and restated certificate of incorporation (the “Sunset”), and because, under the Amended and Restated Stockholders Agreement, dated as of September 20, 2021, by and among the Company, StepStone Group LP, a Delaware limited partnership (the “Partnership”) and the other persons and entities party thereto (the “Stockholders Agreement”), certain Class A stockholders, Class B stockholders and Class C unitholders in the Partnership agreed to vote all of their shares of voting stock together and in accordance with the Class B Committee (as defined in the Stockholders Agreement). As described in more detail in our Annual Report, the Sunset occurred on September 18, 2025. Since the occurrence of the Sunset and expiration of the Stockholders Agreement on September 18, 2025, each share of Class A common stock and Class B common stock is entitled to one vote.
As a result of the foregoing, prior to the Sunset, we qualified as a “controlled company” within the meaning of the corporate governance rules of The Nasdaq Global Select Market LLC (“Nasdaq”). Under the Nasdaq rules, a listed company of which more than 50% of the voting power with respect to the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. Consistent with this, until the occurrence of the Sunset, we elected not to comply with certain corporate governance requirements, including the requirements that (i) a majority of our board of directors consist of independent directors, (ii) director nominees be selected or recommended to the board entirely by independent directors and (iii) the compensation committee of our board of directors be composed entirely of independent directors.
However, since the occurrence of the Sunset on September 18, 2025, we no longer qualify as a “controlled company” within the meaning of the Nasdaq rules. The Company has taken action necessary to comply with the Nasdaq rules that apply to non-controlled companies, including transitioning our board of directors (our “board” or our “board of directors”) to being composed of a majority of independent directors by September 18, 2026 (the end of the permitted “phase-in” period following loss of controlled company status under the Nasdaq rules). As described below under “Composition of our Board of Directors,” the Company has nominated seven directors for election at the Annual Meeting, four of whom we have determined to be independent, and, if all seven director nominees are elected, the majority of the board of directors will be composed of independent directors as of the date of the Annual Meeting, in compliance with the Nasdaq rules. Additionally, as of the date of this proxy statement, each of our Compensation Committee and Nominating and Corporate Governance Committee is composed entirely of independent directors, in compliance with the Nasdaq rules.
Composition of our Board of Directors
Our business and affairs are managed under the direction of our board of directors. Our restated certificate of incorporation provides that the size of our board of directors may be set from time to time by our then-current board of directors. Our board of directors currently consists of nine members with Monte M. Brem serving as Chairperson of our board of directors.
At the Annual Meeting, seven of our current directors—Monte M. Brem, Valerie G. Brown, Scott W. Hart, David F. Hoffmeister, Thomas Keck, Steven R. Mitchell, and Anne L. Raymond—are standing for annual elections for a one-year term expiring at the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Of these seven director nominees, our board of directors has determined that four—Valerie G. Brown, David F. Hoffmeister, Steven R. Mitchell, and Anne L. Raymond—are independent
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directors under the Nasdaq rules. Accordingly, if all seven nominees are elected, a majority of our board of directors will be composed of independent directors as of the date of the Annual Meeting, in compliance with the Nasdaq rules.
In connection with our transition to a non-controlled company, and in furtherance of action necessary to comply with the requirement under Nasdaq rules that our board of directors be composed of a majority of independent directors by September 18, 2026, Jose A. Fernandez and Michael I. McCabe have not been re-nominated for re-election at the Annual Meeting and their terms will expire at the Annual Meeting. There are no disagreements between either Mr. Fernandez and the Company or Mr. McCabe and the Company on any matter relating to the Company’s operations, policies or practices. The Board expresses its gratitude to each of them for their many contributions to the Board throughout their years of service. Following election of directors at the Annual Meeting, the size of the Board will be automatically reduced to seven directors, as previously approved by the Board. After the Annual Meeting, Mr. Fernandez will continue to serve as the Company’s Co-Chief Operating Officer and Mr. McCabe will continue to serve as the Company’s Head of Strategy.
Nominees for Election to a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
The following table sets forth information with respect to our director nominees as of July 14, 2026.
| Name |
Age | Director Since |
Position at the Company | |||
| Monte M. Brem | 57 | 2019 | Chairperson of the Board of Directors | |||
| Valerie G. Brown | 70 | 2021 | Director | |||
| Scott W. Hart | 45 | 2020 | Chief Executive Officer and Director | |||
| David F. Hoffmeister | 71 | 2020 | Director | |||
| Thomas Keck | 59 | 2020 | Director | |||
| Steven R. Mitchell | 56 | 2020 | Director | |||
| Anne L. Raymond | 68 | 2020 | Director |
Monte M. Brem has served as Chairperson of our board of directors since November 2019. Since August 1, 2023, he has provided consulting services to the Company as Executive Advisor. Previously, he served as the Partnership’s Chief Executive Officer since he co-founded StepStone in January 2007 until he became its Co-Chief Executive Officer in August 2019, serving through December 2021. From January 2022 to July 2023, he served as Executive Chairman of the Company. From 2002 to 2005, prior to co-founding StepStone, Mr. Brem served as Managing Director and Principal and eventually President at Pacific Corporate Group LLC, a private equity investment firm that oversaw approximately $15 billion of commitments from institutional clients. Earlier in his career, Mr. Brem was an Associate at the law firm of Gibson, Dunn & Crutcher LLP, where he focused on complex corporate transactions and corporate governance matters. Mr. Brem received his BA from San Diego State University and his JD and MBA from the University of San Diego. He is a member of the state bar of California (inactive status). Mr. Brem brings to our board of directors his extensive experience in private markets investments, deep familiarity with our business and the perspective of our former Chief Executive Officer.
Valerie G. Brown has served as a member of our board of directors since April 2021. From 2016 to 2019, Ms. Brown served as Executive Chairman of the Board of Directors of Advisor Group, Inc. (now known as Osaic Inc.), a network of independent investment advisors. Prior to that, she was Chief Executive Officer of Cetera Financial Group, a network of independent retail investment advisors, from 2010 to 2014. Prior to joining Cetera Financial Group, Ms. Brown held a number of executive and senior leadership positions at ING Group and ING North America, as well as Taco Bell Worldwide. Ms. Brown currently serves on the Board of Directors of Osaic Inc., AmWINS Group, Inc., a wholesale distributor of specialty insurance products and services, and Protect Our Water Jackson Hole. Ms. Brown received her BS in Chemical Engineering from Oregon State University and her MBA from Stanford University. Ms. Brown brings to our board of directors a wealth of experience in the financial services and wealth management industries, in addition to her financial acumen.
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Scott W. Hart has served as the Chief Executive Officer of the Company and Partnership since January 2022 and as a member of our board of directors since September 2020. Mr. Hart has also served as the Co-Chief Executive Officer of the Company and the Partnership between August 2019 and December 2021. He also is a member of the Partnership’s Global Executive Committee, Private Equity Executive Committee, Venture Capital & Growth Equity Executive Committee, Private Equity Investment Committee and Private Equity Portfolio and Risk Management Committee. He has held a number of responsibilities over time, managing a number of important client relationships, serving as Head of Private Equity from 2017 to 2025, serving as Co-Head of Private Equity Co-Investments from 2013 to 2019 and helping with opening the firm’s London office. Prior to joining the Partnership in 2007, Mr. Hart was an Associate at TPG Capital, LP from 2005 to 2007. While at TPG, Mr. Hart focused on evaluating, executing and monitoring investments for a private equity fund, as well as helping to develop views on investment thesis, valuation, financing and exit strategy. From 2003 to 2005, Mr. Hart worked as an Analyst at Morgan Stanley in the Consumer & Retail group, where he performed financial and strategic analysis on acquisitions, leveraged buy-outs, divestitures, and debt and equity capital markets transactions. He is a member of YPO San Diego and serves on Notre Dame’s Wall Street Leadership Committee. Mr. Hart received his BBA from the University of Notre Dame. Mr. Hart brings to our board of directors his extensive experience in private markets investments and the perspective of our Chief Executive Officer.
David F. Hoffmeister has served as a member of our board of directors since September 2020. He served as the Senior Vice President and Chief Financial Officer of Life Technologies Corporation, a global life sciences company, from 2008 to 2014 when it was acquired by Thermo Fisher Scientific Inc. From 2004 to 2008, he served as Chief Financial Officer of Invitrogen Corporation, which merged with Applied Biosystems in 2008 to form Life Technologies Corporation. Prior to joining Invitrogen, Mr. Hoffmeister spent 20 years with McKinsey & Company as a senior partner serving clients in the healthcare, private equity and chemical industries on issues of strategy and organization. Before joining McKinsey & Company, he held financial positions at GTE Corp. and W.R. Grace and Co. Mr. Hoffmeister currently serves on the boards of directors of Glaukos Corporation (since 2014) and ICU Medical, Inc. (since 2018) and previously served on the board of directors of Celanese Corporation (from 2006 to April 2026). He also serves on the board of directors of Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc. (since 2014). Mr. Hoffmeister received his BS from the University of Minnesota and his MBA from the University of Chicago. Mr. Hoffmeister brings to our board of directors his strong finance background, experience as a chief financial officer of a global biotechnology company and as a senior partner of a global managing consulting firm advising on strategic matters, and public company board and audit committee experience.
Thomas Keck has served as a member of our board of directors since September 2020. Mr. Keck co-founded the Partnership in 2007 as Partner, and as Vice Chair of the Partnership, leads the Partnership’s global research activities, and the development of StepStone Private Market Intelligence. He is also involved in our responsible investment and risk management initiatives. Prior to co-founding the Partnership in 2007, from 2005 to 2006, Mr. Keck was a managing director at Pacific Corporate Group LLC, a private equity investment firm that oversaw over $15 billion of private equity commitments for institutional investors. From 2000 to 2005, Mr. Keck was a principal with Blue Capital Management L.L.C., a middle market buyout firm, and from 1997 to 2000, he was a consultant at McKinsey & Company. Mr. Keck currently serves on the board of directors of Trio Health, Inc. and on the board of trustees of Global Communities, and he formerly served on the board of directors of Porter Athletic Equipment Company. He also currently serves on the Research Advisory Council of the Institute for Private Capital, as well as the Private Equity Advisory Council of the University of Chicago Booth School of Business. Mr. Keck received his BA from George Washington University and his MBA from the University of Chicago Booth School of Business. He served in the U.S. Navy as a Naval Flight Officer, receiving numerous decorations flying EA-6Bs off the USS Nimitz (CVN-68) from 1988 to 1995. Mr. Keck brings to our board of directors extensive experience in private markets investments.
Steven R. Mitchell has served as a member of our board of directors since September 2020, and has served as a director of the Partnership since its founding in January 2007. Mr. Mitchell has served as the Chief
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Executive Officer of Argonaut Private Capital L.P., a private equity investment firm, since July 2016, and from November 2004 to July 2016, he was the Managing Director of Argonaut Private Equity, LLC, a private equity investment firm. Prior to joining Argonaut Private Equity, LLC, Mr. Mitchell was a principal in both Radical Incubation, a private equity investment firm, and 2929 Entertainment, LLC, a media company. Mr. Mitchell currently serves on the board of directors of Aspen Aerogels, Inc., a public company listed on the New York Stock Exchange, and Alkami Technology, Inc., a public company listed on the Nasdaq. He also currently serves on the boards of directors of several privately owned companies. From 1996 to 1999, Mr. Mitchell was a corporate attorney at Gibson, Dunn & Crutcher LLP. Mr. Mitchell received his BBA from Baylor University and his JD from the University of San Diego School of Law. Mr. Mitchell brings to our board of directors his public company board experience and his experience with private investments.
Anne L. Raymond has served as a member of our board of directors since September 2020. She has had a 35-year career in real estate finance and investment management. From 2000 to 2017, she held senior leadership positions and served on the firmwide Investment Committees at Crow Holdings—a privately-owned real estate investment and development firm with a 75-year history and proven track record of performance. She retired in 2017 as President of Crow Holdings Capital, a registered investment advisor managing capital on behalf of global investors in private equity real estate funds and diversified investment portfolios on behalf of ultra-high-net-worth families. In addition, from 2000 to 2017, she was Managing Director of Crow Family Holdings—owner of national development companies Trammell Crow Residential and Crow Holdings Industrial. Prior to her tenure at Crow Holdings, from 1995 to 1998, she served as Executive Vice President and Chief Financial Officer at Wyndham International, Inc., an upscale and luxury hotel and resort company—leading its initial public offering in 1996. Ms. Raymond currently serves on the boards of directors of Crow Holdings and Trammell Crow Residential Company. She is also a member of American Enterprise Institute’s National Council. Ms. Raymond received her BS from the University of Missouri. Ms. Raymond brings to our board of directors her extensive experience in private markets investments in real estate and other asset classes, in addition to her financial acumen.
Director Independence
Our Nominating and Corporate Governance Committee and our board have conducted their annual review of the independence of each director and director nominee under the applicable Nasdaq and SEC independence standards. Based upon the Nominating and Corporate Governance Committee’s recommendation and our board’s own review and assessment, our board has affirmatively determined in its business judgment that each of Valerie G. Brown, David F. Hoffmeister, Steven R. Mitchell and Anne L. Raymond is “independent” as defined under the Nasdaq rules, including for compensation committee service under the Nasdaq rules, and that each of Ms. Brown, Mr. Hoffmeister and Ms. Raymond is “independent” as defined under Rule 10A-3 under the Exchange Act. As part of this determination, the Board considered transactions disclosed under “Certain Relationships and Related Person Transactions” below.
Board Leadership Structure
Our board does not have a policy on whether the role of Chairperson and Chief Executive Officer should be separate or combined and annually reviews its leadership structure to evaluate whether the structure remains appropriate for the Company. After careful consideration, the board determined that, at this time, having separate Chief Executive Officer and Chairperson roles is best for us and our stockholders. As our Chief Executive Officer, Mr. Hart is responsible for developing and overseeing the implementation of our business strategy as well as leading and managing the day-to-day operations of the Company. With Mr. Brem serving as Chairperson of our board of directors, the Company continues to leverage Mr. Brem’s experience and history with the Company. In Mr. Brem’s role as Chairperson of our board of directors, Mr. Brem focuses on board oversight and governance matters and serves as the liaison between the board and management, working closely with our directors and our Chief Executive Officer. In addition, since August 1, 2023, Mr. Brem has served as Executive Advisor to the Company providing such consulting services, as reasonably requested by the board and our Chief
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Executive Officer. Our board believes that our existing board leadership structure provides the most effective and efficient leadership for the Company at this time. The board recognizes that no single leadership model is right for all companies and at all times and will continue to evaluate whether to split or combine the roles to ensure our leadership structure continues to be in the best interests of the Company and our stockholders.
Executive Sessions
In order to promote open discussion among independent directors, our board holds executive sessions of independent directors at least quarterly. These executive sessions are chaired by an independent director selected by the independent directors during such sessions.
Board Qualifications & Composition
The Nominating and Corporate Governance Committee periodically reviews, and recommends to our board, the skills, experience, characteristics and other criteria for identifying and evaluating directors. Our board expects directors to be open and forthright, to develop a deep understanding of the Company’s business, and to exercise sound judgment and courage in fulfilling their oversight responsibilities. Directors should embrace the Company’s values and culture and should possess the highest levels of integrity.
The Nominating and Corporate Governance Committee evaluates the composition of our board annually to assess whether the skills, experience, characteristics and other criteria established by our board are currently represented on our board as a whole, and in individual directors, and to assess the criteria that may be needed in the future in light of the Company’s anticipated needs. Our board of directors and the Nominating and Corporate Governance Committee also actively seek to achieve a spectrum of perspectives, viewpoints, backgrounds and experiences on the board. Of our seven director nominees, two are women, five are men, one is two or more races or ethnicities (white and Native American) and six are white.
The Nominating and Corporate Governance Committee reviews the qualifications of director candidates and incumbent directors in light of the criteria approved by our board and recommends the Company’s candidates to our board for election by the Company’s stockholders at the applicable annual meeting. We also assess qualifications, experience and backgrounds of our directors as part of our board’s annual self-evaluation process. We believe our board is well positioned to provide effective oversight and strategic advice to our management.
Procedures for Recommending Individuals to Serve as Directors
The Nominating and Corporate Governance Committee also considers director candidates recommended by our stockholders. Any stockholder who wishes to propose director nominees for consideration by our Nominating and Corporate Governance Committee, but does not wish to present such proposal at an annual meeting of stockholders, may do so at any time by sending each proposed nominee’s name and a description of his or her qualifications for board membership to the chair of the Nominating and Corporate Governance Committee by sending an email to [email protected] or in writing, c/o our Chief Legal Officer & Secretary, at StepStone Group Inc., 277 Park Avenue, 45th Floor, New York, New York 10172. The recommendation should contain all of the information regarding the nominee required under the “advance notice” provisions of our amended and restated bylaws (“bylaws”) (which can be provided free of charge upon request by writing to our Chief Legal Officer & Secretary at the address listed above). The Nominating and Corporate Governance Committee evaluates nominee proposals submitted by stockholders in the same manner in which it evaluates other director nominees.
Committees of the Board of Directors
Our board established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. These committees are each described below. Each of our board’s committees acts under
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a written charter, which was adopted and approved by our board of directors. Copies of the committees’ charters are available on our website at https://shareholders.stepstonegroup.com/corporate-governance.
Committee Membership; Meetings and Attendance
Between April 1, 2025 and March 31, 2026:
| • | our board of directors held seven meetings; |
| • | our Audit Committee held four meetings; |
| • | our Compensation Committee held three meetings; and |
| • | our Nominating and Corporate Governance Committee held two meetings. |
Each of our incumbent directors attended at least 75% of the meetings of our board of directors and the respective committees of which he or she was a member held during the period such incumbent director was a director during the fiscal year ended March 31, 2026 (“fiscal 2026”), except for Mr. Mitchell, who attended 71% of the meetings of our board during fiscal 2026. Of the two board meetings that Mr. Mitchell did not attend during fiscal 2026, one was due to a family emergency. But for that emergency, his attendance would have been at 86%.
Directors are expected to attend the Annual Meeting absent unusual circumstances. All directors then serving attended the 2025 Annual Meeting of Stockholders.
Effective as of July 14, 2026, the membership of our Compensation Committee and Nominating and Corporate Governance Committee transitioned to comply with the applicable Nasdaq rules; as of and since such date, each of these committees has been composed entirely of independent directors. The following table sets forth the current committee membership:
| Committee Memberships | ||||||||||||
| Name |
AC | CC | NCGC | |||||||||
| Valerie G. Brown1 |
M | C | ||||||||||
| David F. Hoffmeister1 |
C | M | ||||||||||
| Steven R. Mitchell |
M | C | ||||||||||
| Anne L. Raymond1 |
M | M | M | |||||||||
| AC: Audit Committee CC: Compensation Committee NCGC: Nominating and Corporate Governance Committee |
M – Member C – Chairperson |
| 1 | Audit Committee Financial Expert |
Audit Committee
Our Audit Committee consists of Ms. Brown, Mr. Hoffmeister and Ms. Raymond. Mr. Hoffmeister serves as the chair of the Audit Committee. Each of Ms. Brown, Mr. Hoffmeister and Ms. Raymond qualifies as an “independent” director for purposes of the SEC and Nasdaq independence rules that are applicable to audit committee members. Each of Ms. Brown, Mr. Hoffmeister and Ms. Raymond qualifies as an “audit committee financial expert” as defined by the SEC. Our Audit Committee, among other things, has responsibility for:
| • | appointing, determining the compensation of and overseeing the work of our independent registered public accounting firm, as well as evaluating its independence and performance; |
| • | considering and approving, in advance, all audit and non-audit services to be performed by our independent registered public accounting firm; |
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| • | reviewing and discussing with management and the independent auditor, as appropriate, the adequacy and effectiveness of our internal control over financial reporting and our disclosure controls and procedures; |
| • | discussing with management our risk assessment and risk management policies and processes; and |
| • | establishing procedures for the receipt and treatment of complaints and employee concerns regarding our financial statements and auditing process. |
Compensation Committee
Our Compensation Committee consists of Ms. Brown, Mr. Mitchell and Ms. Raymond. Ms. Brown serves as the chair of the Compensation Committee. Mr. Mitchell was appointed to the Compensation Committee as of July 14, 2026, replacing Mr. Brem. As of the date of this proxy statement, our Compensation Committee is composed entirely of independent directors, in compliance with the Nasdaq rules. Our Compensation Committee, among other things, has responsibility for:
| • | reviewing and approving the goals and objectives relevant to the Chief Executive Officer, and approving (or recommending to the Board for approval) the compensation of the Chief Executive Officer; |
| • | reviewing and approving (or recommending to the Board for approval) the compensation of other executive officers; |
| • | recommending the amount and form of non-employee director compensation; and |
| • | appointing and overseeing any compensation consultant. |
The Compensation Committee may delegate its duties and responsibilities to one or more subcommittees, members of the Board, the chairperson of the Compensation Committee or officers of the Company, to the extent permitted by law, as it determines appropriate; provided, however, that when appropriate to satisfy the requirements of Section 16b-3 of the Exchange Act, any such subcommittee shall be composed solely of two or more members that qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of Mr. Hoffmeister, Mr. Mitchell and Ms. Raymond. Mr. Mitchell serves as the chair of the Nominating and Corporate Governance Committee. Mr. Mitchell was appointed to the Nominating and Corporate Governance Committee, and as chair of the committee, as of July 14, 2026, replacing Mr. Hart. As of the date of this proxy statement, our Nominating and Corporate Governance Committee is composed entirely of independent directors, in compliance with the Nasdaq rules. Our Nominating and Corporate Governance Committee, among other things, has responsibility for:
| • | identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; and |
| • | developing and recommending to our board of directors a set of corporate governance guidelines and principles. |
Risk Oversight
Our board of directors believes that effective risk management and control processes are critical to StepStone’s safety and soundness, our ability to predict and manage the challenges that StepStone may face and, ultimately, StepStone’s long-term corporate success.
In general, management is responsible for the day-to-day oversight and management of strategic, operational, legal, compliance, cybersecurity and financial risks, while our board of directors, as a whole and
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through its committees, is responsible for the oversight of our risk management framework. Consistent with this approach, management reviews both the framework and certain specific risks with our board and Audit Committee at regular board and Audit Committee meetings as part of management presentations that focus on particular business functions, operations, or strategies, and presents steps taken by management to eliminate or mitigate such risks. While our board is ultimately responsible for the risk oversight of our Company, our Audit Committee has primary responsibility for oversight of the management and mitigation of the risks facing our Company, including major financial, cybersecurity and control risks, and oversight of the measures initiated by management to monitor and control such risks.
Our Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions. Our Compensation Committee has responsibility to review the risks arising from our compensation policies and practices applicable to all employees and evaluate policies and practices that could mitigate any such risk. Our Nominating and Corporate Governance Committee has responsibility to review risks relating to our corporate governance practices. These committees provide regular reports on our risk management practices to our full board, as necessary. Our board believes that the Company’s current leadership structure supports its risk oversight function.
Communications with Directors
Stockholders and other interested parties who wish to communicate with our board or any individual director may do so by sending an email to [email protected] or in writing, c/o our Chief Legal Officer & Secretary, at StepStone Group Inc., 277 Park Avenue, 45th Floor, New York, New York 10172. Communications we receive that relate to accounting, internal accounting controls, auditing matters or securities law matters will be referred to the Audit Committee unless the communication is directed otherwise. You may communicate anonymously and/or confidentially. Each communication will be reviewed by our Chief Legal Officer & Secretary to determine whether it is appropriate for presentation to our board or the applicable director(s). The purpose of this screening is to allow our board (or the applicable individual director(s)) to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, product inquiries or any offensive or otherwise inappropriate materials).
Code of Business Conduct and Ethics
Our board adopted a Code of Conduct and Ethics (the “Code”) relating to the conduct of our business by all of our employees, executive officers (including our principal executive officer, principal financial officer and principal accounting officer (or persons performing similar functions)), and directors. This Code satisfies the requirement that we have a “code of conduct” under the Nasdaq and SEC rules and is available on our website at https://shareholders.stepstonegroup.com/corporate-governance. To the extent required under stock exchange listing rules and SEC rules, we intend to disclose future amendments to certain provisions of this Code, or waivers of such provisions, applicable to any of our executive officers or directors, on our website identified above.
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Fiscal 2026 Director Compensation
Our policy is to pay director compensation only to directors whom we deem independent. We have adopted a program for compensating our independent directors with a combination of cash and equity.
Annual Retainer. All independent directors are eligible to receive a $200,000 annual retainer. All annual retainers are pro-rated for any partial year of service. Fifty percent of the annual retainer is payable in the form of restricted stock units (“RSUs”) and the remaining fifty percent is payable, at the election of such director, in the form of cash or RSUs.
Committee Chair and Committee Member Retainers. In addition to the annual retainer, during fiscal 2026 and for our fiscal year ending March 31, 2027 (“fiscal 2027”) prior to the Annual Meeting, the chair of the Audit Committee was eligible to receive an additional $25,000 annual retainer.
In connection with the transition to fully independent board committees and committee chairs, which is expected to increase the governance responsibilities and time commitments of the independent directors, the board of directors approved changes to independent director compensation, effective after the Annual Meeting. With respect to committee chair retainers, the Audit Committee chair retainer will be increased to $75,000; the chair of the Compensation Committee will be eligible to receive a $50,000 annual retainer; and the chair of the Nominating and Corporate Governance Committee will be eligible to receive a $25,000 annual retainer. In addition, independent directors serving as members (but not chairs) of board committees will be eligible to receive the following annual committee member retainers: $30,000 for members of the Audit Committee; $20,000 for members of the Compensation Committee; and $10,000 for members of the Nominating and Corporate Governance Committee. Committee chairs shall receive only the applicable chair retainer and will not also receive a committee member retainer.
Fifty percent of each committee chair retainer and committee member retainer is payable in the form of RSUs, and the remaining fifty percent is payable, at the election of the director, in the form of cash or RSUs.
RSUs. All RSUs granted to directors vest in full based on continuous service as a member of the board of directors through the earlier of 12 months following the date of grant and the date of our next annual meeting of stockholders.
All members of the board of directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our board of directors.
The table below describes the compensation provided to our non-executive officer directors in fiscal 2026. The table excludes Messrs. Fernandez, Hart and McCabe because they each served as executive officers during fiscal 2026 but did not receive separate compensation for their additional service as directors during that time period. In accordance with the director compensation program, the board of directors approved the RSU grants to each independent director with a grant date of September 9, 2025.
| Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($)(1) |
All Other Compensation ($) |
Total ($) | ||||||||||||
| Monte M. Brem(2) |
— | — | 2,886,297 | (3) | 2,886,297 | |||||||||||
| Valerie G. Brown |
— | 199,977 | (4) | — | 199,977 | |||||||||||
| David F. Hoffmeister |
— | 224,966 | (4) | — | 224,966 | |||||||||||
| Thomas Keck(5) |
— | 322,484 | 3,881,841 | (6) | 4,204,325 | |||||||||||
| Steven R. Mitchell(7) |
— | — | — | — | ||||||||||||
| Anne L. Raymond |
— | 199,977 | (4) | — | 199,977 | |||||||||||
| (1) | Amounts in this column represent the aggregate grant date fair value of RSUs granted during fiscal 2026, calculated in accordance with FASB ASC Topic 718 based on the closing price per share of Class A common stock on the applicable date of grant: (i) for each director other than Mr. Keck, September 9, 2025 |
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| of $60.95 and (ii) for Mr. Keck, March 13, 2026 of $45.09. For additional information regarding the assumptions underlying this calculation, please read Note 10 to our consolidated financial statements for the fiscal year ended March 31, 2026 located in our Annual Report on Form 10-K for such fiscal year. As of March 31, 2026, each non-executive officer director held the following unvested RSUs: Mr. Brem: 0; Ms. Brown: 3,281; Mr. Hoffmeister: 3,691; Mr. Keck: 15,336; Mr. Mitchell: 0; and Ms. Raymond: 3,281. |
| (2) | Mr. Brem is a retired partner of the Partnership, and thus, is not eligible for compensation under our director compensation program. The amounts reported in this table represent the compensation he received from the Partnership for fiscal 2026 and excludes any distributions received in respect of his equity ownership interests in the Partnership. Mr. Brem, MMAR HNL, LLC and the Company are parties to a consulting agreement, pursuant to which Mr. Brem serves as Executive Advisor, providing consulting services as reasonably requested by the board and/or the Chief Executive Officer of the Partnership and the Company, in exchange for which he receives cash consulting fees of $250,000 per year, payable in monthly installments. |
| (3) | Consists of $250,000 in consulting fees and cash payments received in respect of carried interest allocations of $2,636,297. |
| (4) | Ms. Brown, Mr. Hoffmeister and Ms. Raymond elected to receive 100% of their annual retainers in the form of RSUs. The number of RSUs granted was determined based on the closing price per share of Class A common stock on September 9, 2025 of $60.95, rounded down to the next whole share. |
| (5) | Mr. Keck is a partner of the Partnership, and thus, is not eligible for compensation under our director compensation program. The amounts reported in this table represent the compensation he received from the Partnership for fiscal 2026 and excludes any distributions received in respect of his equity ownership interests in the Partnership. The number of RSUs granted to him as an employee was determined based on the closing price per share of Class A common stock on March 13, 2026 of $45.09, rounded to the next whole share. |
| (6) | Consists of $500,000 in salary, $377,500 in total cash bonuses for fiscal 2026, $17,870 in share units granted under the StepStone Group LP Evergreen Fund Incentive Plan that vested during fiscal 2026, cash payments received in respect of carried interest allocations and incentive fee payments of $2,968,725, life and disability insurance premiums of $9,407 and 401(k) company contributions of $8,339. |
| (7) | During fiscal 2026, Mr. Mitchell was not eligible for compensation under our director compensation program and did not receive any compensation from us during fiscal 2026. |
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PROPOSAL 1—ELECTION OF DIRECTORS
Each of our directors has a term of office that expires at the Annual Meeting. Our Nominating and Corporate Governance Committee has recommended, and our board has approved, Monte M. Brem, Valerie G. Brown, Scott W. Hart, David F. Hoffmeister, Thomas Keck, Steven R. Mitchell, and Anne L. Raymond as nominees for election at the Annual Meeting. If elected at the Annual Meeting, each nominee will serve until the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her earlier death, resignation, retirement, disqualification or removal. Information concerning these nominees appears under the “—Composition of our Board of Directors” above. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. If any nominee becomes unable or unwilling to stand for election as a director, proxies will be voted for any substitute as designated by our board, or alternatively, our board may leave a vacancy on our board or reduce the size of our board.
Jose A. Fernandez and Michael I. McCabe have not been re-nominated for re-election at the Annual Meeting and their terms will expire at the Annual Meeting. The size of the board will be automatically reduced from nine to seven members, effective upon the election of directors at the Annual Meeting.
| FOR | OUR BOARD RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED ABOVE. | |
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EXECUTIVE OFFICERS
The following individuals constitute our executive officers:
| Name |
Age* | Position | ||
| Scott W. Hart | 45 | Chief Executive Officer and Director | ||
| Jason P. Ment | 48 | President and Co-Chief Operating Officer | ||
| Jose A. Fernandez | 54 | Co-Chief Operating Officer and Director | ||
| David Y. Park | 53 | Chief Financial Officer | ||
| Michael I. McCabe | 57 | Head of Strategy and Director |
| * | As of July 14, 2026. |
The biography of Mr. Hart appears above under “—Composition of our Board of Directors.” Biographies of the remaining executive officers appear below:
Jason P. Ment has served as the Company’s President and Co-Chief Operating Officer since November 2019. Mr. Ment joined the Partnership as Partner, General Counsel and Chief Compliance Officer in October 2010, assumed the additional role of Co-Chief Operating Officer in July 2018 and then became StepStone’s Partner, President and Co-Chief Operating Officer in May 2019. Prior to joining StepStone in October 2010, Mr. Ment was General Counsel of Citigroup Private Equity, a $10 billion equity co-investment, mezzanine, and fund of private equity funds business from 2007 to 2010. Also while at Citigroup, from 2009 to 2010, he was the General Counsel of Metalmark Capital, a middle-market private equity business, and from 2008 to 2010, he was General Counsel of Citi Sustainable Development Investments, a clean technology and renewable energy-focused venture investment business. Prior to joining Citigroup, Mr. Ment was an Associate in O’Melveny & Myers LLP’s Mergers & Acquisitions/Private Equity Group from 2005 to 2007 and an Associate in McDermott Will & Emery LLP’s Mergers & Acquisitions Group from 2002 to 2005. Mr. Ment received his BS from Cornell University and his JD from the New York University School of Law.
Jose A. Fernandez has served as the Company’s Co-Chief Operating Officer since November 2019. He has also served as a member of our board between September 2020 and this Annual Meeting. He co-founded the Partnership in 2007 as Partner, General Counsel and Chief Compliance Officer. He served as the Partnership’s General Counsel and Chief Compliance Officer until October 2010 when he was succeeded by Mr. Ment so that he could focus on his business role. In March 2017, he became the Partnership’s Chief Operating Officer. He served in that role until sharing that role with Mr. Ment as Co-Chief Operating Officer in July 2018. He is also involved in StepStone’s Environmental, Social and Governance activities, in addition to various investment activities. Prior to co-founding the Partnership in 2007, Mr. Fernandez served as Managing Director and General Counsel at Pacific Corporate Group LLC, a privately held investment advisory firm, from 2004 to 2006, where he was responsible for all legal and compliance activities, as well as research on emerging managers. From 2001 to 2004, Mr. Fernandez was an Associate at the law firm of Latham & Watkins LLP. At Latham & Watkins, Mr. Fernandez was a member of the Private Equity/Investment Fund Practice Group where he organized and represented private equity, venture capital, and buy-out funds. From 1997 to 2001, Mr. Fernandez was an Associate at the law firm of Curtis, Mallet-Prevost, Colt & Mosle LLP. Mr. Fernandez received his BA from the University of Michigan and his JD from Stanford Law School.
David Y. Park has served as the Company’s Chief Financial Officer since January 2024. Previously, Mr. Park served as the Company’s Chief Accounting Officer from November 2019 to December 2023 and as Chief Accounting Officer of the Partnership from July 2019 to December 2023. Prior to joining the Company in 2019, Mr. Park was with Oaktree Capital Management, L.P., a global alternative investment management firm, since 2012, last serving as the head of corporate accounting, policy and reporting. Prior to Oaktree, he held senior-level roles in accounting and financial reporting at Jacuzzi Group Worldwide and ViewSonic Corporation. Mr. Park began his career with PricewaterhouseCoopers in the assurance and business advisory practice.
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Mr. Park received his BA in Economics from the University of California at Irvine and Master of Accounting from the University of Southern California. Mr. Park is a licensed certified public accountant in the state of California.
Michael I. McCabe has served as our Head of Strategy since November 2019 and as Head of Strategy of the Partnership since May 2017. He has been Partner since October 2010 and has served as a member of our board of directors between September 2020 and this Annual Meeting. In addition to his corporate responsibilities, he is a member of the private equity team and is involved with various investment and risk management activities. Prior to joining the Partnership in 2010, Mr. McCabe served as a Vice President at Hamilton Lane Advisors L.L.C., where he was the co-head of secondary and co-investment funds from 2005 to 2008. Mr. McCabe received a BA from Drexel University and an MBA from Columbia University.
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy and objectives and each element of compensation awarded to, earned by or paid to our named executive officers (our “Named Executive Officers” or “NEOs”) during fiscal 2026. For fiscal 2026, our Named Executive Officers were:
| Name |
Title | |
| Scott W. Hart | Chief Executive Officer and Director | |
| David Y. Park | Chief Financial Officer | |
| Jason P. Ment | President and Co-Chief Operating Officer | |
| Jose A. Fernandez | Co-Chief Operating Officer and Director | |
| Michael I. McCabe | Head of Strategy and Director |
Compensation Philosophy and Determination Process
Executive compensation at StepStone is aligned with both Company and individual performance. The foundation of our executive compensation is in our performance-based compensation culture, which extends far beyond our executive team. To ensure that all levels of our compensation program remain performance-based, we rely heavily on equity ownership and carried interest awards, creating direct links between the compensation realized by our NEOs and the interests of our stockholders and our clients.
In order to attract, retain, reward and motivate talented executives, our executive compensation program consists of the following components:
| • | annual base salary; |
| • | annual incentive compensation in the form of cash bonuses; |
| • | long-term incentive compensation in the form of RSUs, Evergreen Fund Units, and carried interest awards; and |
| • | retirement, health and welfare benefits, including participation in plans that are generally available to all of our employees. |
We believe these components of compensation result in an effective mix of fixed and variable compensation and balance short-term and long-term compensation considerations that are closely tied to the growth of StepStone and enhanced stockholder value.
For fiscal 2026, the compensation of our NEOs was determined by our Compensation Committee, with the compensation for Mr. Hart being subject to recommendation from the Compensation Committee for final determination by the board of directors. Our Compensation Committee did not separately engage a compensation consultant during fiscal 2026; however, the Company engaged Johnson Associates as a compensation consultant during fiscal 2026 to provide the Company with market data, analysis and commentary regarding market conditions and compensation trends. In making its determinations and recommendations for fiscal 2026, the Compensation Committee utilized this market information to evaluate the pay mix and structure of our executive compensation.
We value the opinions of our stockholders regarding our executive compensation policies and practices. At the 2025 annual meeting of stockholders, approximately 96.7% of the votes cast on our say-on-pay advisory vote were in favor of our executive compensation policies and practices. As such, we did not make any changes to our executive compensation program in specific response to the say-on-pay advisory vote.
The Compensation Committee undertakes an annual review of the Company’s compensation policies and practices generally, financial incentive criteria, usage of equity for compensation, vesting and performance
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criteria and forfeiture and recoupment provisions. The Compensation Committee has determined that risks arising from the Company’s compensation policies and practices for all employees are not reasonably likely to have a material adverse effect on the Company.
Elements of Compensation
In order to attract, retain, motivate and reward our executives, we consider a total rewards approach to compensation, which consists of the components described below.
Base Salary
For fiscal 2026, the base salary for each of the NEOs was determined by the Compensation Committee (or, for Mr. Hart, by recommendation from the Compensation Committee to the board of directors for approval). For fiscal 2026, the Compensation Committee (or, for Mr. Hart, the board of directors after recommendation from the Compensation Committee) determined to maintain the salary of each NEO at $500,000 annually.
Annual Incentive Compensation
For fiscal 2026, Mr. Hart’s annual incentive compensation was based on performance against corporate goals and objectives established at the beginning of fiscal 2026 relating to (i) financial performance, including fee-earning assets under management (“FEAUM”), management and advisory fees, fee-related earnings (“FRE”), FRE margin and adjusted net income per share, (ii) team and culture management, including with a view to employee satisfaction, turnover rate, and succession planning considerations, (iii) client relationship management, and (iv) enumerated strategic priorities for fiscal 2026, including progress of fundraising and deployment, including in respect of our evergreen funds, utilization of technology and data, and further development of the Company’s business development function and client relationships. Based on a holistic assessment of these goals and objectives, the Compensation Committee recommended, and the board of directors approved, Mr. Hart’s bonus for fiscal 2026 as set forth below.
The other NEOs were eligible to receive an annual bonus for fiscal 2026 based on the approval of the Compensation Committee. In February 2026, in consideration of each NEO’s performance and StepStone’s performance during fiscal 2026, the Compensation Committee approved bonuses as set forth below.
A portion of each NEO’s annual bonus for fiscal 2026 was payable in cash and a portion was paid in the form of RSUs based on a pre-determined formula derived from each NEO’s total compensation. See below under “—Long-Term Incentive Compensation” for more information about such equity incentive awards.
| Name |
Fiscal 2026 Bonus | |||||||||||
| Cash Bonus |
RSUs | Total | ||||||||||
| Scott W. Hart |
$ | 1,000,000 | $ | 1,250,000 | $ | 2,250,000 | ||||||
| David Y. Park |
$ | 557,500 | $ | 442,500 | $ | 1,000,000 | ||||||
| Jason P. Ment |
$ | 800,000 | $ | 700,000 | $ | 1,500,000 | ||||||
| Jose A. Fernandez |
$ | 377,500 | $ | 322,500 | $ | 700,000 | ||||||
| Michael I. McCabe |
$ | 377,500 | $ | 322,500 | $ | 700,000 | ||||||
Long-Term Incentive Compensation
Restricted Stock Units. During fiscal 2026, we granted RSU awards under our 2020 Long-Term Incentive Plan (the “2020 LTIP”) to each of our NEOs, with the value of the grants determined as described above under “—Annual Incentive Compensation.” Determining each NEO’s RSU award based on the annual bonus goals and objectives (for Mr. Hart) and the Compensation Committee’s assessment of each NEO’s performance and
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StepStone’s performance (for the other NEOs) is intended to align StepStone’s executive compensation program with market-based compensation practices, rather than focusing solely on the individual NEO’s total ownership level. As such, on March 13, 2026, Mr. Hart received an award of 27,722 RSUs, Mr. Park received an award of 9,814 RSUs, Mr. Ment received an award of 15,525 RSUs, and Messrs. McCabe and Fernandez each received awards of 7,152 RSUs. In addition, based on a review of market positioning and benchmarking data by the Compensation Committee, Mr. Park received a one-time retention award of RSUs with a grant date value of approximately $1,000,000, resulting in the grant of 22,178 RSUs on March 13, 2026. All of the RSU awards vest in four equal installments on February 14 of 2027, 2028, 2029 and 2030. The Compensation Committee and our board of directors believe that a four-year vesting period encourages our NEOs to take a longer-term view of our overall performance and stockholder value, while also providing a key retention incentive.
Evergreen Fund Units. We continue to maintain the StepStone Group LP Evergreen Fund Incentive Plan (the “Evergreen Plan”), under which we may grant Evergreen Fund Unit awards that generally vest in four annual installments. Evergreen Fund Unit awards are similar to RSU awards but entitle the holder to receive shares of StepStone Private Equity Strategies Fund, shares of StepStone Private Infrastructure Fund, or shares of StepStone Private Markets Fund (“SPRIM”), or the cash value thereof, subject to vesting, rather than shares of the Company’s Class A common stock. During fiscal 2026, we did not grant Evergreen Fund Unit awards to our NEOs as part of their annual or long-term incentive compensation; however, a portion of the Evergreen Fund Units granted to our NEOs during fiscal 2025 vested during fiscal 2026, and the value received upon vesting thereof is reported in the “Executive Compensation Tables—Summary Compensation Table” below.
Carried Interest and Incentive Fees. We receive an allocation of performance-based fees, commonly referred to as “carried interest,” from limited partners in our investment funds and separately managed accounts for which we act as both investment adviser and general partner or managing member (the “StepStone Funds”) and we hold an equity interest. Approximately 50% of carried interest allocation revenue is awarded to certain employees, including our NEOs, as a form of long-term incentive compensation, fostering alignment of interest with our clients and investors, and retaining key investment professionals. Ownership of carried interest by our NEOs may be subject to a range of vesting conditions, including continued employment, and forfeiture upon occurrence of certain specified events post-termination, thus serving as an important employment retention mechanism. Awards granted in April 2020 and thereafter vest over five years; earlier carried interest awards granted to employees vest over eight years. Each carried interest award is subject to accelerated vesting in connection with certain qualifying terminations, as described under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Carried Interest” below.
For StepStone Funds for which we act as the investment adviser but do not have a general partner or other equity interest, incentive fees may be realized pursuant to client investment mandates and are generally calculated as a percentage of the profits, subject to the achievement of minimum return levels or performance benchmarks. Like the carried interest, a portion of the incentive fees we receive are awarded to certain employees, including our NEOs, as a form of long-term incentive compensation.
Each of our NEOs received cash distributions attributable to carried interest awards and each of our NEOs received incentive fee payments in fiscal 2026, all of which are reflected in the “All Other Compensation” column of the Summary Compensation Table below.
Other Benefits and Perquisites
Retirement Benefits. We offer eligible employees, including our NEOs, the opportunity to participate in our tax-qualified 401(k) plan. Employees can contribute an amount that cannot exceed 100% of their eligible compensation up to the Internal Revenue Service’s annual limits on either a before-tax or after-tax basis into the 401(k) plan. We make a non-discretionary non-matching contribution to the plan on behalf of all eligible employees equal to 3% of their eligible pay. All company contributions are immediately 100% vested.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with management, and based on such review and discussions, the Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended March 31, 2026.
| Compensation Committee: |
| Monte M. Brem |
| Valerie G. Brown |
| Anne L. Raymond |
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EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The following table sets forth the compensation earned by or granted to our NEOs during the fiscal years ended March 31, 2024, 2025 and 2026.
| Name and Principal Position |
Year | Salary ($) |
Bonus ($)(1) |
Stock Awards ($)(2) |
All Other Compensation ($)(3) |
Total ($) | ||||||||||||||||||
| Scott W. Hart |
2026 | $ | 500,000 | $ | 1,031,135 | $ | 1,249,985 | $ | 3,310,656 | $ | 6,091,776 | |||||||||||||
| Chief Executive Officer and Director |
2025 | $ | 500,000 | $ | 737,500 | $ | 450,023 | $ | 3,017,889 | $ | 4,705,412 | |||||||||||||
| 2024 | $ | 450,000 | $ | 1,187,500 | $ | 562,515 | $ | 520,508 | $ | 2,720,523 | ||||||||||||||
| David Y. Park |
2026 | $ | 500,000 | $ | 578,011 | $ | 1,442,519 | $ | 24,246 | $ | 2,544,776 | |||||||||||||
| Chief Financial Officer |
2025 | $ | 500,000 | $ | 449,500 | $ | 296,419 | $ | 24,691 | $ | 1,270,610 | |||||||||||||
| 2024 | $ | 450,000 | $ | 550,000 | $ | 262,491 | $ | 11,905 | $ | 1,274,396 | ||||||||||||||
| Jason P. Ment |
2026 | $ | 500,000 | $ | 826,713 | $ | 700,022 | $ | 2,349,002 | $ | 4,375,737 | |||||||||||||
| President and Co-Chief Operating |
2025 | $ | 500,000 | $ | 617,500 | $ | 385,995 | $ | 2,243,262 | $ | 3,746,757 | |||||||||||||
| Officer |
2024 | $ | 450,000 | $ | 1,017,500 | $ | 482,483 | $ | 490,237 | $ | 2,440,220 | |||||||||||||
| Jose A. Fernandez |
2026 | $ | 500,000 | $ | 395,370 | $ | 322,484 | $ | 2,891,317 | $ | 4,109,171 | |||||||||||||
| Co-Chief Operating Officer and |
2025 | $ | 500,000 | $ | 377,500 | $ | 257,992 | $ | 2,791,271 | $ | 3,926,763 | |||||||||||||
| Director |
2024 | $ | 450,000 | $ | 677,500 | $ | 322,488 | $ | 630,449 | $ | 2,080,437 | |||||||||||||
| Michael I. McCabe |
2026 | $ | 500,000 | $ | 395,370 | $ | 322,484 | $ | 4,363,377 | $ | 5,581,231 | |||||||||||||
| Head of Strategy and Director |
2025 | $ | 500,000 | $ | 377,500 | $ | 257,992 | $ | 4,244,909 | $ | 5,380,401 | |||||||||||||
| 2024 | $ | 450,000 | $ | 677,500 | $ | 322,488 | $ | 911,998 | $ | 2,361,986 | ||||||||||||||
| (1) | Amounts in this column for fiscal 2026 represent (i) the annual cash bonuses paid in respect of the NEO’s performance during fiscal 2026, as described above under “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Compensation” and (ii) the value of each NEO’s Evergreen Fund Units that vested during fiscal 2026, which was $31,135 for Mr. Hart, $20,511 for Mr. Park, $26,713 for Mr. Ment, and $17,870 for each of Messrs. Fernandez and McCabe. |
| (2) | Amounts in this column for fiscal 2026 represent the aggregate grant date fair value of RSUs granted under our 2020 LTIP, calculated in accordance with FASB ASC Topic 718, based on the closing price per share of Class A common stock on March 13, 2026, the date of grant, of $45.09. For additional information regarding the assumptions underlying the RSUs, please read Note 10 to our consolidated financial statements for the fiscal year ended March 31, 2026 located in our Annual Report on Form 10-K for such fiscal year. |
| (3) | Amounts in this column for fiscal 2026 include cash payments received in respect of carried interest allocations and incentive fee payments, life and disability insurance premiums, 401(k) company contributions, and self-employment make-whole tax payments, each as set forth in the following table: |
| Name |
Carried Interest & Incentive Fee Cash Payments ($) |
Insurance Premiums ($) |
401(k) Company Contributions ($) |
Self- Employment Make- Whole Tax Payments ($) |
||||||||||||
| Scott W. Hart |
$ | 3,296,407 | $ | 5,910 | $ | 8,339 | $ | — | ||||||||
| David Y. Park |
$ | 6,023 | $ | 7,723 | $ | 10,500 | $ | — | ||||||||
| Jason P. Ment |
$ | 2,302,655 | $ | 5,356 | $ | 8,339 | $ | 32,652 | ||||||||
| Jose A. Fernandez |
$ | 2,875,035 | $ | 7,943 | $ | 8,339 | $ | — | ||||||||
| Michael I. McCabe |
$ | 4,347,277 | $ | 7,761 | $ | 8,339 | $ | — | ||||||||
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Grants of Plan-Based Awards Table
The following table includes information regarding RSUs granted to our NEOs under the 2020 LTIP during fiscal 2026.
| Name |
Grant Date | Approval Date |
All Other Stock Awards: Number of Shares of Stock or Units (#)(1) |
Grant Date Fair Value of Stock and Option Awards ($)(2) |
||||||||||||
| Scott W. Hart |
||||||||||||||||
| Restricted Stock Units |
3/13/26 | 3/9/26 | 27,722 | $ | 1,249,985 | |||||||||||
| David Y. Park |
||||||||||||||||
| Restricted Stock Units |
3/13/26 | 3/9/26 | 22,178 | $ | 1,000,006 | |||||||||||
| Restricted Stock Units |
3/13/26 | 3/9/26 | 9,814 | $ | 442,513 | |||||||||||
| Jason P. Ment |
||||||||||||||||
| Restricted Stock Units |
3/13/26 | 3/9/26 | 15,525 | $ | 700,022 | |||||||||||
| Jose A. Fernandez |
||||||||||||||||
| Restricted Stock Units |
3/13/26 | 3/9/26 | 7,152 | $ | 322,484 | |||||||||||
| Michael I. McCabe |
||||||||||||||||
| Restricted Stock Units |
3/13/26 | 3/9/26 | 7,152 | $ | 322,484 | |||||||||||
| (1) | Amounts in this column represent RSUs granted to the NEOs under the 2020 LTIP, which vest in equal annual installments on February 14 of 2027, 2028, 2029, and 2030, subject to continued employment through the applicable vesting date. |
| (2) | Amounts in this column represent the aggregate grant date fair value of RSUs granted under the 2020 LTIP, calculated in accordance with FASB ASC Topic 718, based on the closing price per share of Class A common stock on March 13, 2026, the date of grant, of $45.09. For additional information regarding the assumptions underlying the RSUs, please read Note 10 to our consolidated financial statements for the fiscal year ended March 31, 2026 located in our Annual Report on Form 10-K for such fiscal year. |
Outstanding Equity Awards as of March 31, 2026
The following table reflects information regarding outstanding unvested RSUs held by NEOs as of March 31, 2026.
| Stock Awards | ||||||||||||
| Name |
Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($)(1) |
|||||||||
| Scott W. Hart |
||||||||||||
| Restricted Stock Units(2) |
3/13/26 | 27,722 | $ | 1,322,894 | ||||||||
| Restricted Stock Units(2) |
3/14/25 | 6,288 | $ | 300,063 | ||||||||
| Restricted Stock Units(2) |
2/14/24 | 7,988 | $ | 381,187 | ||||||||
| Restricted Stock Units(2) |
2/14/23 | 5,177 | $ | 247,046 | ||||||||
| David Y. Park |
||||||||||||
| Restricted Stock Units(2) |
3/13/26 | 22,178 | $ | 1,058,334 | ||||||||
| Restricted Stock Units(2) |
3/13/26 | 9,814 | $ | 468,324 | ||||||||
| Restricted Stock Units(2) |
3/14/25 | 4,142 | $ | 197,656 | ||||||||
| Restricted Stock Units(2) |
2/14/24 | 3,727 | $ | 177,852 | ||||||||
| Restricted Stock Units(2) |
2/14/23 | 1,941 | $ | 92,625 | ||||||||
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| Stock Awards | ||||||||||||
| Name |
Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($)(1) |
|||||||||
| Jason P. Ment |
||||||||||||
| Restricted Stock Units(2) |
3/13/26 | 15,525 | $ | 740,853 | ||||||||
| Restricted Stock Units(2) |
3/14/25 | 5,394 | $ | 257,402 | ||||||||
| Restricted Stock Units(2) |
2/14/24 | 6,851 | $ | 326,930 | ||||||||
| Restricted Stock Units(2) |
2/14/23 | 3,451 | $ | 164,682 | ||||||||
| Jose A. Fernandez |
||||||||||||
| Restricted Stock Units(2) |
3/13/26 | 7,152 | $ | 341,293 | ||||||||
| Restricted Stock Units(2) |
3/14/25 | 3,605 | $ | 172,031 | ||||||||
| Restricted Stock Units(2) |
2/14/24 | 4,579 | $ | 218,510 | ||||||||
| Michael I. McCabe |
||||||||||||
| Restricted Stock Units(2) |
3/13/26 | 7,152 | $ | 341,293 | ||||||||
| Restricted Stock Units(2) |
3/14/25 | 3,605 | $ | 172,031 | ||||||||
| Restricted Stock Units(2) |
2/14/24 | 4,579 | $ | 218,510 | ||||||||
| Restricted Stock Units(2) |
2/14/23 | 863 | $ | 41,182 | ||||||||
| (1) | The market value in this column is based on the closing trading price of $47.72 per share as of March 31, 2026 for our Class A common stock listed on the Nasdaq Global Select Market. |
| (2) | These RSUs vest in equal annual installments on February 14th of each of the first four years after the grant date, subject to continued employment through the applicable vesting date. |
Option Exercises and Stock Vested
The following table reflects RSUs held by our NEOs which vested during fiscal 2026. None of our NEOs hold any outstanding stock option awards.
| Stock Awards | ||||||||
| Name |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($)(1) |
||||||
| Scott W. Hart |
12,722 | $ | 722,101 | |||||
| David Y. Park |
6,640 | $ | 376,886 | |||||
| Jason P. Ment |
10,129 | $ | 574,922 | |||||
| Jose A. Fernandez |
3,492 | (2) | $ | 198,206 | ||||
| Michael I. McCabe |
5,081 | $ | 288,398 | |||||
| (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. |
| (2) | Includes 1,202 RSUs for which settlement was deferred until the earlier of June 1, 2030 or Mr. Fernandez’s separation from service. |
Pension Benefits
Our NEOs do not participate in any defined benefit pension plans.
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Nonqualified Deferred Compensation
Beginning with RSUs granted to our NEOs in calendar year 2025, each NEO was eligible to elect to defer settlement of such RSUs until a payment event elected by the NEO as either a single lump sum or two to 10 annual installments (the “RSU Deferral Program”). An NEO who elects to defer their RSUs will receive shares of Class A common stock on the NEO’s elected payment event or earlier death. None of our NEOs elected to defer settlement of their RSUs granted in fiscal 2026; however, Mr. Fernandez previously deferred RSUs originally granted during fiscal 2025.
Additionally, on December 10, 2025, we adopted the StepStone Group Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”), which is a nonqualified, unfunded plan under which our NEOs and other eligible members of a select group of management may elect to defer receipt of a portion of their base salary and annual cash bonuses, providing a supplemental retirement and tax-planning opportunity beyond our tax-qualified plans. Deferred amounts are credited with notional investment returns based on market-based investment funds selected by the participant, and the Deferred Compensation Plan does not provide for any above-market or preferential earnings. The Company may, in its discretion, make additional contributions on behalf of participants subject to vesting conditions, and account balances are paid out upon retirement, separation from service, a specified date, disability, death, or a change in control consistent with participant elections. For fiscal 2026, only Mr. Ment elected to participate in the Deferred Compensation Plan, as set forth in the table below.
| Name |
Executive Contributions in Last FY ($) |
Registrant Contributions in Last FY ($) |
Aggregate Earnings in Last FY ($) |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at Last FYE ($) |
|||||||||||||||
| Jason P. Ment |
||||||||||||||||||||
| Deferred Compensation Plan |
$ | 5,769 | (1) | $ | — | $ | (150 | ) | $ | — | $ | 5,619 | (2) | |||||||
| Jose A. Fernandez |
||||||||||||||||||||
| RSU Deferral Program |
$ | 68,226 | (3) | $ | — | $ | (10,867 | ) | $ | — | $ | 57,359 | (4) | |||||||
| (1) | Amounts shown for the Deferred Compensation Plan represent base salary or annual cash bonus deferred pursuant to a participant’s election under the Deferred Compensation Plan. These amounts are also reflected in the “Salary” and “Bonus” columns of the Summary Compensation Table above. |
| (2) | None of the reported aggregate balance was previously reported as compensation to the NEO in the Summary Compensation Table for prior fiscal years. |
| (3) | Reflects value, as of the vesting date, of RSUs which vested during fiscal 2026 but settlement has been deferred pursuant to the RSU Deferral Program. |
| (4) | Reflects value, as of March 31, 2026, of RSUs which have vested but settlement has been deferred pursuant to the RSU Deferral Program. |
Potential Payments Upon Termination or Change in Control
Change in Control Severance Agreement
Other than for Mr. Park, we do not have any employment, severance or change in control arrangements with our NEOs. On May 20, 2025, we entered into a Change in Control Severance Agreement with Mr. Park, pursuant to which Mr. Park is eligible to receive the following severance benefits in the event his employment is terminated without Cause or he resigns for Good Reason after we experience a Change in Control: (i) a lump sum cash severance payment equal to two times the sum of (A) Mr. Park’s base salary and (B) his annual bonus earned for the preceding fiscal year (including any portion paid in cash and any portion granted as equity awards), (ii) 24 months of company-paid group health plan continuation, and (iii) accelerated vesting of all unvested equity or equity-based awards, carried interest awards and awards under any incentive fee plan (with any performance-based vesting conditions determined in accordance with the applicable plan or award agreement). The severance benefits are subject to Mr. Park’s execution and non-revocation of a release of claims. For purposes of the Change in Control Severance Agreement, “Cause,” “Good Reason,” and “Change in Control” have the same meanings as described below for the RSUs.
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Carried Interest
Any carried interest awards made to our NEOs vest in full upon a termination due to death or permanent disability. In the event of a termination of employment due to Retirement, all carried interest awards will continue to vest as if the NEO continued to remain employed, subject to the NEO’s compliance with certain non-competition and non-solicitation conditions. In the event of an NEO’s termination for Cause, 50% of such NEO’s carried interest he or she would have retained upon their termination is deemed forfeited.
For purposes of the carried interest awards:
| • | “Cause” means the commission of any of the following by the NEO and the subsequent failure to cure such breach (if curable) within 30 days after notice from StepStone: (i) conviction of, or plea of guilty or nolo contendere to, any criminal act involving moral turpitude; (ii) material act of dishonesty or fraud or misrepresentation which would reasonably be expected to adversely and materially affect the assets, business or prospects of StepStone and its affiliates; or (iii) any other similar misconduct that would entitle StepStone clients of any investment product to remove StepStone as the general partner or manager or cause an early termination of the investment product or its investment period. |
| • | “Retirement” occurs upon a termination of employment other than for Cause on or after attaining age 50 with 15 years of service. |
Restricted Stock Units and Evergreen Fund Units
Pursuant to the terms of the award agreements for the RSUs and Evergreen Fund Units granted to our NEOs, in the event of a termination of employment due to death or disability, all outstanding RSUs and Evergreen Fund Units will vest in full. In the event of a termination of employment due to Retirement (as defined below), all outstanding RSUs and Evergreen Fund Units will continue to vest as though the NEO had remained employed. In addition, in the event of termination of the NEO’s employment without Cause (as defined below) or a resignation for Good Reason (as defined below), in each case, upon or within the 13-month period following a Change in Control (as defined below), all unvested RSUs and Evergreen Fund Units will vest in full.
For purposes of the RSU and Evergreen Fund Units award agreements:
| • | “Cause” means the occurrence of any of the following: (i) the NEO’s failure substantially to perform his or her duties and responsibilities to us or any of our affiliates or violation of any of our policies; (ii) the NEO’s commission of any act of fraud, embezzlement, dishonesty or any other misconduct that has caused or is reasonably expected to result in injury to us or any of our affiliates; (iii) unauthorized use or disclosure by the NEO of any of our proprietary information or trade secrets; or (iv) the NEO’s breach of any of his or her obligations under any written agreement or covenant with us or any of our affiliates. |
| • | “Change in Control” means the occurrence, in a single or series of related transactions of any of the following: (i) any person becomes the owner of 50% or more of the combined voting power of us other than by virtue of a merger, consolidation or similar transaction, (ii) consummation of a merger, consolidation or similar transaction where after such transaction our stockholders do not own 50% or more of the combined voting power of the surviving or parent entity in substantially the same proportions as prior to such transaction, (iii) consummation of sale, lease, license or other disposition of all or substantially all of our assets, or (iv) with respect to the RSUs only, members of the incumbent board of directors ceasing to constitute at least a majority of our board of directors. |
| • | “Good Reason” means the occurrence of any of the following, without the NEO’s consent: (i) we reduce the NEO’s annual base salary, unless such reduction is pursuant to a general reduction in annual base salaries applicable to all similarly situated employees, (ii) the NEO experiences a significant diminution of position, duties, responsibilities or status or (iii) the NEO is required to relocate to a location that exceeds a 50 mile radius from the NEO’s primary workplace prior to the Change in Control. |
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| • | “Retirement” occurs upon a termination of employment other than for Cause on or after attaining age 50 with 15 years of service. |
Quantification of Potential Payments
The table below sets forth the aggregate amounts that would have been payable to each NEO with respect to the RSUs and Evergreen Fund Units, as described above, assuming the applicable termination event or change in control occurred on March 31, 2026. The table below also sets forth the amount that would have been payable to Mr. Park pursuant to his Change in Control Severance Agreement, assuming that we had experienced a Change in Control on March 31, 2026 and his employment was terminated without Cause or he resigned for Good Reason on such date. Carried interest is paid based on the price at which the StepStone Funds can sell or otherwise realize value from their investments; it is inherently uncertain and any yet unrealized carried interest amounts may not be paid for several years after carried interest is fully vested, if at all. Because of this uncertainty, we do not provide a calculation of carried interest payment amounts that would be payable following the NEO’s retirement, death or disability on March 31, 2026. As of March 31, 2026, only Mr. Fernandez and Mr. McCabe were retirement-eligible for purposes of carried interest and outstanding RSUs and Evergreen Fund Units.
| Name |
Retirement ($)(1) |
Death or Disability ($) |
Qualifying Termination in Connection with a Change in Control ($) |
|||||||||
| Scott W. Hart |
||||||||||||
| Restricted Stock Units(2) |
— | $ | 2,251,190 | $ | 2,251,190 | |||||||
| Evergreen Fund Units(3) |
— | $ | 92,021 | $ | 92,021 | |||||||
| David Y. Park |
||||||||||||
| Severance Benefits(4) |
— | — | $ | 2,704,048 | ||||||||
| Restricted Stock Units(2) |
— | $ | 1,994,791 | $ | 1,994,791 | |||||||
| Evergreen Fund Units(3) |
— | $ | 60,601 | $ | 60,601 | |||||||
| Jason P. Ment |
||||||||||||
| Restricted Stock Units(2) |
— | $ | 1,489,867 | $ | 1,489,867 | |||||||
| Evergreen Fund Units(3) |
— | $ | 78,884 | $ | 78,884 | |||||||
| Jose A. Fernandez |
||||||||||||
| Restricted Stock Units(2) |
$ | 731,834 | $ | 731,834 | $ | 731,834 | ||||||
| Evergreen Fund Units(3) |
$ | 52,730 | $ | 52,730 | $ | 52,730 | ||||||
| Michael I. McCabe |
||||||||||||
| Restricted Stock Units(2) |
$ | 773,016 | $ | 773,016 | $ | 773,016 | ||||||
| Evergreen Fund Units(3) |
$ | 52,730 | $ | 52,730 | $ | 52,730 | ||||||
| (1) | Amounts in this column represent the value, as of March 31, 2026, of RSUs and Evergreen Fund Units that would continue to vest and settle following the NEO’s retirement. |
| (2) | Amounts in this row reflect RSUs that would become vested upon occurrence of the applicable event based on the closing trading price of $47.72 per share as of March 31, 2026, for our Class A common stock listed on the Nasdaq Global Select Market. |
| (3) | Amounts in this row reflect Evergreen Fund Units that would become vested upon occurrence of the applicable event based on the closing price per share of SPRIM of $60.54 as of March 31, 2026. |
| (4) | Amounts in this row for Mr. Park reflect the value of the severance benefits he would be eligible to receive pursuant to his Change in Control Severance Agreement in the event we had experienced a Change in Control on March 31, 2026 and his employment was terminated without Cause or he resigned for Good Reason on such date. The portion of the severance benefits associated with Mr. Park’s group health plan continuation is based on his elections and estimated COBRA premiums in effect as of March 31, 2026. |
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CEO PAY RATIO
The fiscal 2026 total compensation of the median compensated employee as of March 31, 2026, other than Mr. Hart, our Chief Executive Officer, was $170,000; Mr. Hart’s fiscal 2026 total compensation was $6,091,776; and the ratio of these amounts was approximately 1-to-36.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. We used the same median employee that we identified in our 2025 proxy statement, who was identified using each employee’s fiscal 2025 base salary, cash bonus earned for fiscal 2025 and the grant date fair value of RSUs granted in March 2025, which we annualized for any employee who did not work for the entire year unless designated as a temporary, seasonal or other non-permanent employee on our payroll records (including interns). We identified our employee population as of March 31, 2025 based on our payroll records or based on our treatment of employees for U.S. tax or local tax reporting purposes. We did not exclude any non-U.S. employees. There has been no significant change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure for fiscal 2026.
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
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Year |
Summary Compensation Table Total for Mr. Hart ($) (1) |
Summary Compensation Table Total for Mr. Brem ($) (1) |
Compensation Actually Paid to Mr. Hart ($) (2) |
Compensation Actually Paid to Mr. Brem ($) |
Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) |
Average Compensation Actually Paid to Non-PEO NEOs ($) (4) |
Value of Initial Fixed $100 Investment Based On: |
Net Income ($ in thousands) (7) |
Fee- Related Earnings ($ in thousands) (8) |
|||||||||||||||||||||||||||||||
TSR ($) (5) |
Peer Group TSR ($) (6) |
|||||||||||||||||||||||||||||||||||||||
2026 |
$ | $ | N/A | $ | $ | N/A | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||||
2025 |
$ | N/A | $ | N/A | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||||||
2024 |
$ | N/A | $ | N/A | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
2023 |
$ | N/A | $ | N/A | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||||||
2022 |
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| (1) | Messrs. Hart and Brem served as Co-Chief Executive Officers during fiscal 2022 until January 1, 2022, at which point Mr. Brem transitioned to Executive Chairman and |
| (2) | The dollar amounts reported in this column represent the “compensation actually paid” to Mr. Hart , as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Hart. In accordance with these rules, these amounts reflect total compensation as reported in the Summary Compensation Table for each fiscal year, adjusted as shown below for fiscal 2026. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
2026 |
||||
Summary Compensation Table Total |
$ | |||
Less, value of “Stock Awards” reported in Summary Compensation Table |
$ | ( |
) | |
Plus, year-end fair value of outstanding and unvested equity awards granted in the year |
$ | |||
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years |
$ | ( |
) | |
Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year |
$ | |||
Compensation Actually Paid to Mr. Hart |
$ | |||
| (3) | The dollar amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Messrs. Hart and Brem) as total compensation in our Summary Compensation Table for each of the corresponding fiscal years. |
| (4) | The dollar amounts reported in this column represent the “compensation actually paid” to the NEOs as a group (excluding Messrs. Hart and Brem), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect total compensation as reported in the Summary |
| Compensation Table for each fiscal year, adjusted as shown below for fiscal 2026. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
2026 |
||||
Average Summary Compensation Table Total |
$ | |||
Less, average value of “Stock Awards” reported in Summary Compensation Table |
$ | ( |
) | |
Plus, average year-end fair value of outstanding and unvested equity awards granted in the year |
$ | |||
Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years |
$ | ( |
) | |
Plus (less), average change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year |
$ | |||
Average Compensation Actually Paid to Non-PEO NEOs |
$ | |||
| (5) | Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is March 31, 2021, the last day of the Company’s fiscal year prior to fiscal year 2022. |
| (6) |
| (7) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
| (8) | The dollar amounts reported represent the amount of non-GAAP performance measure and is composed of fee revenues, less adjusted expenses which are operating expenses other than (a) performance fee-related compensation, (b) equity-based compensation for awards granted prior to and in connection with our initial public offering (“IPO”), profits interests issued by our non-wholly owned subsidiaries, and unrealized mark-to-market |
| • |
| • |
| • |
| • |
| • |
| • |
Table of Contents
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Principal Accountant Fees and Services
The following is a summary of Ernst & Young LLP’s fees for professional services rendered to us for the fiscal years ended March 31, 2026 and 2025.
| For the Year Ended March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| The Company | StepStone Funds (1) | The Company | StepStone Funds (1) | |||||||||||||
| Audit fees |
$ | 2,268,729 | (2) | $ | 19,315,438 | $ | 2,358,248 | (2) | $ | 15,668,001 | ||||||
| Audit-related fees |
380,000 | (3) | 55,203 | 238,000 | (3) | — | ||||||||||
| Tax fees |
||||||||||||||||
| Tax compliance |
4,158,658 | 15,127,800 | 2,392,132 | 14,250,460 | ||||||||||||
| Tax planning and advisory |
550,223 | 2,238,075 | 558,800 | 256,123 | ||||||||||||
| Total tax fees(4) |
$ | 4,708,881 | $ | 17,365,875 | $ | 2,950,932 | $ | 14,506,583 | ||||||||
| All other fees |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 7,357,610 | $ | 36,736,516 | $ | 5,547,180 | $ | 30,174,584 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Audit, Audit-related, Tax compliance and Tax advisory fees for StepStone fund entities consisted of services to investment funds managed by StepStone in its capacity as the general partner and/or manager of such entities. |
| (2) | Audit fees consisted of fees for (a) the audits of our consolidated financial statements included in our Annual Report on Form 10-K and services required by statute or regulation; (b) reviews of interim condensed consolidated financial statements included in our quarterly reports on Form 10-Q; and (c) comfort letters, consents, other services rendered in connection with our registration statements for our secondary offerings and services related to SEC and other regulatory filings. This also includes fees for accounting consultations billed as audit services. |
| (3) | Audit-related fees consisted of attest services not required by statute or regulation, and due diligence services pertaining to business acquisitions. |
| (4) | Tax fees consisted of fees for services rendered for tax compliance and tax planning and advisory services as shown in the table above. |
Pre-Approval of Audit and Non-Audit Services Policy
The Audit Committee adopted a policy for pre-approving all audit and permitted non-audit services provided by Ernst & Young LLP. The Audit Committee annually pre-approves a list of specific services and categories of services, subject to a specified cost level. Part of this approval process includes making a determination as to whether permitted non-audit services are consistent with the SEC’s rules on auditor independence. The Audit Committee has delegated authority to the chair of the Audit Committee to pre-approve audit and non-audit services in amounts up to $500,000 (1) per engagement, (2) per additional category of services, or (3) to the extent otherwise required under the policy, for services exceeding the pre-approved budgeted fee levels for the specified service. All of the services and fees identified in the table above were approved in accordance with SEC and Public Company Accounting Oversight Board requirements pursuant to the pre-approval policy described in this paragraph.
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AUDIT COMMITTEE REPORT*
The Audit Committee has reviewed and discussed the Company’s audited financial statements with management and Ernst & Young LLP, and has discussed with Ernst & Young LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities and Exchange Commission (“SEC”). Additionally, the Audit Committee has received the written disclosures and the letter from Ernst & Young LLP, as required by the applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence. Based upon such review and discussion, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 for filing with the SEC.
Audit Committee of the Board of Directors,
David F. Hoffmeister (Chair)
Valerie G. Brown
Anne L. Raymond
| * | This report of the Audit Committee is required by the SEC rules and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, as amended, except to the extent that the Company specifically incorporates this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act. |
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PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. In accordance with its charter, the Audit Committee evaluates the independent registered public accounting firm’s qualifications, performance and independence at least annually.
Our Audit Committee has selected Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027. Ernst & Young LLP has served as the Company’s independent registered public accounting firm since 2009. The members of the Audit Committee and our board of directors believe that the continued retention of Ernst & Young LLP as StepStone’s independent registered public accounting firm is in the best interests of StepStone and its stockholders. Our board of directors and Audit Committee value the opinions of our stockholders and consider the selection of such firm to be an important matter of stockholder concern. The selection of Ernst & Young LLP is accordingly being submitted for ratification of stockholders as a matter of good corporate practice. If the stockholders fail to ratify this selection, our board of directors and Audit Committee will consider the outcome of the vote in determining whether to retain this firm for the fiscal year ending March 31, 2027. Even if the selection is ratified, our Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of our Company and stockholders.
One or more representatives of Ernst & Young LLP are expected to be present at the Annual Meeting online and will have an opportunity to make a statement if they wish and be available to respond to appropriate questions.
| FOR | OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2027. | |
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PROPOSAL 3—NON-BINDING AND ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
In accordance with the Dodd-Frank Act and Section 14A of the Exchange Act, we are asking our stockholders to vote, on a non-binding and advisory basis, to approve the compensation of our NEOs for the fiscal year ended March 31, 2026, as disclosed pursuant to the SEC’s compensation disclosure rules. This proposal is commonly referred to as a “Say-on-Pay” vote.
As described in detail under the “Compensation Discussion and Analysis” above, our executive compensation program is rooted in our performance-based compensation culture. We rely heavily on equity ownership and carried interest awards, creating direct links between the compensation realized by our NEOs and the interests of our stockholders and our clients. The components of our executive compensation program are designed to attract, retain, reward and motivate talented executives while offering an effective mix of fixed and variable compensation that balances short-term and long-term compensation considerations that are closely tied to the growth of StepStone and enhanced stockholder value.
Please read the “Compensation Discussion and Analysis” beginning on page 15 and the “Executive Compensation Tables” beginning on page 21 for more information about the compensation of our NEOs during fiscal 2026.
We are asking stockholders to vote “For” the following resolution:
“RESOLVED, that the stockholders approve, on a non-binding, advisory basis, the compensation paid to the Company’s NEOs for the fiscal year ended March 31, 2026, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion disclosed in this Proxy Statement.”
This Say-on-Pay vote is not binding on our board of directors. However, our board of directors and the Compensation Committee will review and consider the results of this Say-on-Pay vote when making future compensation decisions for our NEOs. Our current policy is to hold Say-on-Pay votes on an annual basis, and thus, we expect that we will conduct our next Say-on-Pay vote at our 2027 annual meeting of stockholders.
| FOR | OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” APPROVAL, ON A NON-BINDING AND ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | |
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Procedures for Review, Approval, and Ratification of Related Person Transactions
Our board of directors has adopted a written policy regarding the review, approval, ratification or disapproval by our Audit Committee of transactions between us or any of our subsidiaries and any related person (defined in the policy to include our executive officers, directors or director nominees, any stockholder beneficially owning in excess of 5% of any class of our stock or securities exchangeable for our stock and any immediate family member of any of the foregoing persons) in which the amount involved since the beginning of our last completed fiscal year will or may be expected to exceed $120,000 and in which one or more of such related persons has a direct or indirect material interest. In approving or disapproving any such transaction, our Audit Committee considers the relevant facts and circumstances available and deemed relevant to the Audit Committee. Any member of the Audit Committee who is a related person with respect to a transaction under review will not be permitted to participate in the deliberations or vote on approval, ratification or disapproval of the transaction.
Other than the transactions described below under “—Related Person Transactions,” there have been no other “related person transactions” that require disclosure under the SEC rules since the beginning of our last completed fiscal year.
Related Person Transactions
Transactions with Management, our Directors and Certain Beneficial Owners
One of our directors, Steven R. Mitchell, is a controlling stockholder and serves on the investment committee of Argonaut Private Capital, LP, which manages several private equity investment funds. In connection with the formation of one of these funds, an affiliate of ARG Private Equity, LLC (formerly Argonaut Private Equity, LLC), directly and indirectly, sold investments represented by capital commitments of $400 million in the aggregate. The purchasers included accounts managed or advised by the Partnership. Since April 1, 2025 (i.e., the beginning of the last completed fiscal year) no additional capital commitments have been made by accounts managed or advised by the Partnership (including related investments by the Partnership), in the funds managed by Argonaut Private Capital, LP. Accounts advised by us (non-discretionary clients) have paid management fees to Argonaut Private Capital, LP aggregating to $211,495 since April 1, 2025. Mr. Mitchell benefitted from these payments in his capacity as controlling stockholder of Argonaut Private Capital, LP.
Additionally, each of Thomas Alcott Bradley, David T. Jeffrey and Mark T. Maruszewski, are non-executive officer partners of the Partnership who hold more than 5% of the Class B common stock of the Company. James Lim is a former non-executive partner of the Partnership (Mr. Lim retired as of December 31, 2025) who held more than 5% of the Class A common stock of the Company during fiscal 2026. Since April 1, 2025, each of Messrs. Bradley, Jeffrey, Maruszewski and Lim received compensation and partnership distributions from the Partnership in excess of $120,000. In addition, Mr. Lim is party to a Consulting Services Agreement, effective January 1, 2026, between the Partnership and Mr. Lim, pursuant to which Mr. Lim serves as Special Advisor to the Partnership, providing consulting services as reasonably requested by the Chief Executive Officer of the Partnership. Under the consulting agreement, Mr. Lim is entitled to receive cash consulting fees of $200,000 per annum. The consulting agreement has an initial term of 12 months and automatically renews for successive six-month periods unless terminated by either party.
In addition, certain persons, including our employees and partners of the Partnership, and directors of the Company, have the opportunity to invest their personal capital in StepStone Funds on the same terms and conditions as other unaffiliated clients and investors, except that these investments by employees and partners, and directors who were not independent at the time of investment, are generally not subject to management fees or carried interest and in some cases feature arrangements that result in a net effective reduced management fee. Investments by any such persons in StepStone Private Markets Fund, StepStone Private Venture and Growth Fund, StepStone Private Infrastructure Fund and StepStone Private Credit Income Fund,
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which are all funds for which the Partnership or one of its subsidiaries acts as sub-adviser, are subject to management fees and, as applicable, carried interest. We encourage these persons to invest in StepStone Funds because we believe that such investing further aligns their interests with those of our fund investors and our firm. The following table sets forth the Company’s executive officers, employees and partners who are stockholders beneficially owning more than 5% of a class of our stock (or, in the case of Mr. Lim, former partner who beneficially owned more than 5% of a class of our stock during fiscal 2026), and directors, and their respective family members and investment vehicles, that have made commitments to StepStone Funds between April 1, 2025 and April 30, 2026 and that have received distributions from StepStone Funds as a result of their invested capital during that period:
| Name of Related Party |
Commitments Made Between April 1, 2025 and April 30, 2026 |
Investment Distributions Received Between April 1, 2025 and April 30, 2026 |
||||||
| Executive Officers and Directors: |
||||||||
| Scott W. Hart |
$ | 6,151,998 | $ | 164,674 | ||||
| David Y. Park |
$ | 1,075,000 | $ | 906 | ||||
| Jason P. Ment |
$ | 2,017,071 | $ | 161,298 | ||||
| Jose A. Fernandez |
$ | 19,822,872 | $ | 109,783 | ||||
| Michael I. McCabe |
$ | 16,400,000 | $ | 2,366,656 | ||||
| Monte M. Brem |
$ | 5,750,000 | $ | 142,734 | ||||
| Thomas Keck |
$ | 8,250,000 | $ | 1,711,318 | ||||
| Steven R. Mitchell |
$ | 2,800,000 | $ | 155,347 | ||||
| Anne L. Raymond |
$ | 500,000 | $ | — | ||||
| Other 5% Beneficial Owners: |
||||||||
| Thomas Alcott Bradley |
$ | 3,600,000 | $ | 62,234 | ||||
| David T. Jeffrey |
$ | 20,000,000 | $ | 431,264 | ||||
| James Lim |
$ | 78,086,954 | $ | 10,818,352 | ||||
| Mark T. Maruszewski |
$ | 5,900,000 | $ | 144,715 | ||||
Transactions in Connection with our Reorganization and Initial Public Offering
The Reorganization
The following are summaries of certain provisions of our related party agreements, including agreements entered into in connection with our IPO, which summaries are qualified in their entirety by reference to all of the provisions of such agreements. Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful. We therefore encourage you to review the agreements in their entirety.
Tax Receivable Agreements
We entered into Tax Receivable Agreements in connection with our IPO in September 2020, the acquisition of Greenspring Associates in September 2021 and the Transaction Agreements dated February 7, 2024 as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2024. Certain members of the Company’s senior management are party to the Tax Receivable Agreement entered into in connection with our IPO.
The limited partners of the Partnership (not including the Company) may exchange their Class B, Class C or Class D units for shares of the Company’s Class A common stock on a one-for-one basis or, at the Company’s election, for cash. When a Class B unit is exchanged for a share of the Company’s Class A common stock or cash, a corresponding share of our Class B common stock will automatically be redeemed by us at par value and
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canceled. No shares of common stock are redeemed when a Class C or Class D unit is exchanged for a share of the Company’s Class A common stock or cash.
As a result of these purchases and any subsequent exchanges, we are entitled to a proportionate share of the existing tax basis of the assets of the Partnership. In addition, the Partnership and certain of its direct or indirect subsidiaries that are treated as partnerships for U.S. federal income tax purposes will have in effect an election under Section 754 of the Code for the taxable year of our IPO, any secondary offerings and any exchange, which is expected to result in increases to the tax basis of the tangible and intangible assets of the Partnership which will be allocated to the Company. These increases in tax basis are expected to increase the Company’s depreciation and amortization deductions for tax purposes and create other tax benefits and may also decrease gains (or increase losses) on future dispositions of certain assets and therefore may reduce the amount of tax that the Company would otherwise be required to pay.
The Tax Receivable Agreements generally provide for payment by the Company to certain partners of the Partnership (not including the Company) of 85% of the amount of the net cash tax savings, if any, that the Company realizes (or, under certain circumstances, is deemed to realize) as a result of increases in tax basis (and utilization of certain other tax benefits) resulting from (i) the Company’s acquisition of such partner’s Partnership units in connection with our IPO, any secondary offerings and any exchanges from Partnership units into Company Class A common stock and (ii) any payments the Company makes under the Tax Receivable Agreement (including tax benefits related to imputed interest).
The Company will retain the benefit of the remaining 15% of these net cash tax savings. The obligations under the Tax Receivable Agreements are the Company’s obligations and not obligations of the Partnership. For purposes of each Tax Receivable Agreement, the benefit deemed realized by the Company will be computed by comparing the Company’s U.S. federal, state and local income tax liability to the amount of such U.S. federal, state and local taxes that the Company would have been required to pay had it not been able to utilize any of the benefits subject to such Tax Receivable Agreement. The actual tax benefits realized by the Company may differ from tax benefits calculated under the Tax Receivable Agreements as a result of the use of certain assumptions in the Tax Receivable Agreements, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. In addition, the StepStone Limited Partnership Agreement (as defined below) provides that the Partnership may elect to apply an allocation method with respect to certain of the Partnership investment assets that were held at the time of the closing of our IPO that is expected to result in the future, solely for tax purposes, in certain items of loss being specially allocated to StepStone and corresponding items of gain being specially allocated to the other partners of the Partnership.
The term of each Tax Receivable Agreement will continue until all tax benefits that are subject to such Tax Receivable Agreement have been utilized or have expired, unless the Company exercises its right to terminate such Tax Receivable Agreement (or such Tax Receivable Agreement is terminated due to a change in control or our breach of a material obligation thereunder), in which case, the Company will be required to make the termination payment specified in such Tax Receivable Agreement, as specified below. We expect that all of the intangible assets, including goodwill, of the Partnership allocable to the Partnership units acquired or deemed acquired by the Company from existing partners of the Partnership at the time of our IPO, any secondary offerings and any exchanges from Partnership units into Class A common stock will be amortizable for tax purposes.
Estimating the amount and timing of payments that may be made under a Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors and future events. The actual increase in tax basis and utilization of tax attributes, as well as the amount and timing of any payments under the agreement, will vary depending upon a number of factors, some of which may only be applicable to one of the Tax Receivable Agreements, including:
| • | the timing of purchases or future exchanges; for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable or amortizable |
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| assets of the Partnership at the time of each purchase of units from the partners of the Partnership in each future exchange; |
| • | the price of shares of our Class A common stock at the time of the purchase or exchange; the tax basis increase in the assets of the Partnership is directly related to the price of shares of our Class A common stock at the time of the purchase or exchange; |
| • | the extent to which such purchases or exchanges are taxable; if the purchase of units from the partners of the Partnership in connection with any secondary offerings or any future exchange is not taxable for any reason, increased tax deductions will not be available; |
| • | the amount of the exchanging unitholder’s tax basis in its units at the time of the relevant exchange; |
| • | the amount and timing of the utilization of tax attributes; |
| • | the amount, timing and character of the Company’s income; we expect that the Tax Receivable Agreements will require the Company to pay 85% of the net cash tax savings as and when deemed realized. If the Company does not have taxable income during a taxable year, the Company generally will not be required (absent a change in control or other circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreements for that taxable year because no benefit will have been realized. However, any tax benefits that do not result in net cash tax savings in a given tax year may generate tax attributes that may be used to generate net cash tax savings in previous or future taxable years. The use of any such tax attributes will generate net cash tax savings that will result in payments under the Tax Receivable Agreements; and |
| • | U.S. federal, state and local tax rates in effect at the time that we realize the relevant tax benefits. |
In addition, the depreciation and amortization periods that apply to the increases in tax basis, the timing and amount of any earlier payments that the Company may have made under a Tax Receivable Agreement and the portion of the Company’s payments under such Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis are also relevant factors.
The Company has the right to terminate each Tax Receivable Agreement, in whole or in part, at any time. Each Tax Receivable Agreement provides that if (i) the Company exercises its right to early termination of the Tax Receivable Agreement in whole (that is, with respect to all benefits due to all beneficiaries under the Tax Receivable Agreement) or in part (that is, with respect to some benefits due to all beneficiaries under the Tax Receivable Agreement), (ii) the Company experiences certain changes in control, (iii) the Tax Receivable Agreement is rejected in certain bankruptcy proceedings, (iv) the Company fails (subject to certain exceptions) to make a payment under the Tax Receivable Agreement within 180 days after the due date or (v) the Company materially breaches its obligations under the Tax Receivable Agreement, the Company will be obligated to make an early termination payment to the beneficiaries under the Tax Receivable Agreement equal to the present value of all payments that would be required to be paid by the Company under the Tax Receivable Agreement. The amount of such payments will be determined on the basis of certain assumptions in each Tax Receivable Agreement, including (i) the assumption that the Company would have enough taxable income to fully utilize the tax benefit resulting from the tax assets which are the subject of such Tax Receivable Agreement; (ii) the assumption that any item of loss deduction or credit generated by a basis adjustment or imputed interest arising in a taxable year preceding the taxable year that includes an early termination will be used by the Company ratably from such taxable year through the earlier of (x) the scheduled expiration of such tax item or (y) 15 years; (iii) in the case of one of the Tax Receivable Agreements, the assumption that certain net operating losses (and similar items) inherited from the counterparties will be used by the Company as contemplated in such agreement; (iv) the assumption that any non-amortizable assets are deemed to be disposed of in a fully taxable transaction on the fifteenth anniversary of the earlier of the basis adjustment and the early termination date; (v) the assumption that U.S. federal, state and local tax rates will be the same as in effect on the early termination date, subject to exceptions; and (vi) the assumption that any units (other than those held by the Company) outstanding on the termination date are deemed to be exchanged for an amount equal to the market value of the corresponding
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number of shares of Class A common stock on the termination date. The amount of the early termination payment is determined by discounting the present value of all payments that would be required to be paid by the Company under the Tax Receivable Agreement at a rate specified in the applicable agreement.
The payments that we are required to make under each of the Tax Receivable Agreements are expected to be substantial. Based on certain assumptions, including no material changes in the relevant tax law and that the Company earns sufficient taxable income to realize the full tax benefits that are the subject of the Tax Receivable Agreements, as of March 31, 2026, we expect that future payments under the Tax Receivable Agreements will equal $344.2 million in the aggregate, although estimating the amount of payments that may be made under the Tax Receivable Agreements is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors and future events.
Decisions made in the course of running our business, such as with respect to mergers and other forms of business combinations that constitute changes in control, may influence the timing and amount of payments we make under the Tax Receivable Agreements in a manner that does not correspond to our use of the corresponding tax benefits. In these situations, our obligations under the Tax Receivable Agreements could have a substantial negative effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.
Payments are generally due under the Tax Receivable Agreements within a specified period of time following the filing of the Company’s tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate specified in the applicable agreement from the due date (without extensions) of such tax return. Because of our structure, our ability to make payments under the Tax Receivable Agreements is dependent on the ability of the Partnership to make distributions to us. The ability of the Partnership to make such distributions will be subject to, among other things, restrictions in the agreements governing our debt. If we are unable to make payments under the Tax Receivable Agreements for any reason, such payments will be deferred and will accrue interest until paid.
Payments under the Tax Receivable Agreements will be based on the tax reporting positions that we determine. Although we are not aware of any material issue that would cause the Internal Revenue Service (“IRS”) to challenge a tax basis increase or the inheritance of tax attributes from the blocker companies, the Company will not, in the event of a successful challenge, be reimbursed for any payments previously made under a Tax Receivable Agreement (although the Company would reduce future amounts otherwise payable to a holder of rights under such Tax Receivable Agreement to the extent such holder has received excess payments). No assurance can be given that the IRS will agree with our tax reporting positions, including the allocation of value among our assets. In addition, the required final and binding determination that a holder of rights under a Tax Receivable Agreement has received excess payments may not be made for a number of years following commencement of any challenge, and the Company will not be permitted to reduce its payments under a Tax Receivable Agreement until there has been a final and binding determination, by which time sufficient subsequent payments under the Tax Receivable Agreement may not be available to offset prior payments for disallowed benefits. As a result, in certain circumstances, payments could be made under a Tax Receivable Agreement significantly in excess of the benefit that the Company actually realizes in respect of the increases in tax basis (and utilization of certain other tax benefits). The Company may not be able to recoup those payments, which could adversely affect the Company’s financial condition and liquidity.
No holder of rights under the Tax Receivable Agreements may transfer its rights to another person without the written consent of the Company, except that all such rights may be transferred to another person to the extent that the corresponding Partnership units are transferred in accordance with the StepStone Limited Partnership Agreement (as defined below).
Certain of our directors, executive officers and beneficial owners of more than 5% of our Class A common stock or Class B common stock received payments pursuant to the Tax Receivable Agreement. Payments that
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require disclosure under Item 404 of Regulation S-K were as follows: (i) in fiscal 2026, Mr. Brem, directly and through MMAR HNL, LLC, received $2,468,851; Mr. Fernandez, through a family trust, received $630,922; Mr. Hart, through a family trust, received $65,131; Mr. McCabe, directly and through Benzy LLC, received $522,103; Mr. Keck, through a family trust, received $464,004; Mr. Maruszewski received $348,749; Mr. Bradley, directly and through Aftermath LLC and LetMeGo LLC, received $281,232; Mr. Jeffrey received $427,298; ARGO Holdings, LLC received $1,970,480; entities affiliated with T. Rowe Price Associates, Inc. received $246,216; and entities affiliated with FMR LLC received $640,164; and (ii) to date in fiscal 2027, Mr. Brem, directly and through MMAR HNL, LLC, has received $2,519,716; Mr. Fernandez, through a family trust, has received $737,353; Mr. Hart, through a family trust, has received $197,213; Mr. McCabe, directly and through Benzy LLC, has received $935,329; Mr. Keck, through a family trust, has received $438,662; Mr. Maruszewski has received $507,087; Mr. Bradley, directly and through Aftermath LLC and LetMeGo LLC, has received $472,313; Mr. Jeffrey has received $458,850; ARGO Holdings, LLC has received $1,857,700; and entities affiliated with T. Rowe Price Associates, Inc. have received $230,748. Based on publicly available filings as of July 14, 2026, FMR LLC has not been a beneficial owner of more than 5% of any class of our stock at any point during fiscal 2027, and accordingly, fiscal 2027 payment information for FMR LLC is not included above.
StepStone Limited Partnership Agreement
The Partnership is governed by a Tenth Amended and Restated Partnership Agreement, dated May 31, 2024 (as amended and restated from time to time, the “StepStone Limited Partnership Agreement”). StepStone Group Holdings LLC, a Delaware limited liability company (the “General Partner”) acts as the sole general partner of the Partnership, and the Company owns a 100% membership interest in the General Partner and is its sole managing member.
The Tenth Amended and Restated StepStone Group LP Limited Partnership Agreement (the “Tenth LPA”) was entered into on May 31, 2024 and established a new class of partnership units titled Class D units. On May 31, 2024, the Company and the Partnership completed the first annual exchange pursuant to the Transaction Agreements dated February 7, 2024 (the “2024 Exchange”). In the 2024 Exchange, the Company issued 513,394 shares of Class A common stock and the Partnership issued 2,239,185 Class D units and paid approximately $13 million in cash to acquire equity interests of StepStone Group Real Estate LP, a Delaware limited partnership, StepStone Group Real Assets LP, a Delaware limited partnership and StepStone Group Private Debt AG, a private company limited by shares incorporated in the canton of Zurich (together, the “Asset Class Entities”).
On May 30, 2025, the Company and the Partnership completed the second annual exchange pursuant to the Transaction Agreements dated February 7, 2024 (the “2025 Exchange”). Inclusive of adjustments under the Transaction Agreements related to the 2024 Exchange, in the 2025 Exchange the Company issued 756,105 shares of Class A common stock and the Partnership issued 2,438,403 Class D units and paid approximately $11 million in cash to acquire equity interests of the Asset Class Entities.
On May 29, 2026, the Company and the Partnership completed the third annual exchange pursuant to the Transaction Agreements dated February 7, 2024 (the “2026 Exchange”). Inclusive of adjustments under the Transaction Agreements related to the 2025 Exchange, in the 2026 Exchange the Company issued 972,685 shares of Class A common stock and the Partnership issued 2,438,273 Class D units and paid approximately $10 million in cash (or approximately $11 million before giving effect to adjustments) to acquire equity interests of the Asset Class Entities.
In its capacity as the sole managing member of the General Partner, the Company controls all of the Partnership’s business and affairs. The Company holds all of the Class A units of the Partnership. Holders of Class A units, Class B units, Class C units and Class D units are generally entitled to one vote per unit with respect to all matters as to which partners are entitled to vote under the StepStone Limited Partnership Agreement. Class A units, Class B units, Class C units and Class D units have the same economic rights per unit.
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At any time the Company issues a share of Class A common stock for cash, the net proceeds received by the Company will be promptly used to acquire a Class A unit unless used to settle an exchange of a Class B unit for cash. Any time the Company issues a share of Class A common stock upon an exchange of a Class B unit or settles such an exchange for cash, as described below under “—Exchange Agreements,” the Company will contribute the exchanged unit to the Partnership and the Partnership will issue to the Company a Class A unit. If the Company issues other classes or series of equity securities, the Partnership will issue to the Company an equal amount of equity securities of the Partnership with designations, preferences and other rights and terms that are substantially the same as the Company’s newly issued equity securities. Conversely, if the Company retires any shares of Class A common stock (or equity securities of other classes or series) for cash, the Partnership will, immediately prior to such retirement, redeem an equal number of Class A units (or its equity securities of the corresponding classes or series) held by the Company, upon the same terms and for the same price, as the shares of the Company’s Class A common stock (or equity securities of such other classes or series) are retired. In addition, membership units of the Partnership, as well as our common stock, will be subject to equivalent stock splits, dividends, reclassifications and other subdivisions.
The Company will have the right to determine when distributions will be made to holders of units and the amount of any such distributions, other than with respect to tax distributions as described below. If a distribution is authorized, except as described below, such distribution will be made to the holders of Class A units, Class B units, Class C units and Class D units on a pro rata basis in accordance with the number of units held by such holder.
The holders of units, including the Company, will incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of the Partnership. Net profits and net losses of the Partnership will generally be allocated to holders of units (including the Company) on a pro rata basis in accordance with the number of units held by such holder; however, under applicable tax rules, the Partnership will be required to allocate net taxable income disproportionately to its partners in certain circumstances. The StepStone Limited Partnership Agreement provides for quarterly cash distributions, which we refer to as “tax distributions,” to the holders of the units generally equal to the taxable income allocated to each holder of units (with certain adjustments) multiplied by an assumed tax rate. Generally, these tax distributions will be computed based on our estimate of the net taxable income of the Partnership allocable per unit (based on the partner which is allocated the largest amount of taxable income on a per unit basis) multiplied by an assumed tax rate equal to the highest combined U.S. federal and applicable state and local tax rate applicable to any natural person residing in, or corporation doing business in, New York City or San Francisco, California that is taxable on that income (taking into account the deductibility of state and local taxes for U.S. federal income tax purposes and certain other assumptions). The StepStone Limited Partnership Agreement generally requires tax distributions to be pro rata based on the ownership of Partnership units, however, if the amount of tax distributions to be made exceeds the amount of funds available for distribution, the Company shall receive a tax distribution calculated using the corporate tax rate, before the other partners receive any distribution and the balance, if any, of funds available for distribution shall be distributed first to the other partners pro rata in accordance with their assumed tax liabilities (also using the corporate tax rate), and then to all partners (including the Company) pro rata until each partner receives the full amount of its tax distribution using the individual tax rate. The Partnership will also make non-pro rata payments to the Company to reimburse it for corporate and other overhead expenses (which payments from the Partnership will not be treated as distributions under the StepStone Limited Partnership Agreement). Notwithstanding the foregoing, no distribution will be made pursuant to the StepStone Limited Partnership Agreement to any unit holder if such distribution would violate applicable law or result in the Partnership or any of its subsidiaries being in default under any material agreement governing indebtedness.
The StepStone Limited Partnership Agreement provides that the Partnership may elect to apply an allocation method with respect to certain Partnership investment assets that were held at the time of the closing of the Company’s secondary offerings that is expected to result in the future, solely for tax purposes, in certain items of loss being specially allocated to us and corresponding items of gain being specially allocated to the other partners of the Partnership.
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The StepStone Limited Partnership Agreement provides that it may generally be amended, supplemented, waived or modified by the Company in its sole discretion without the approval of any other holder of units, except that no amendment can adversely affect the rights of a holder of any class of units without the consent of holders of a majority of the units of such class.
Stockholders Agreement
Prior to its expiration on September 18, 2025, certain of the Class B stockholders, Class C unitholders and Class D unitholders were party to a Stockholders Agreement with respect to all shares of voting stock held by them. Pursuant to the Stockholders Agreement, these stockholders had agreed to vote all their shares of voting stock, including Class A common stock and Class B common stock, together and in accordance with the instructions of the Class B Committee (as described below) on any matter submitted to our common stockholders for a vote.
The Stockholders Agreement provided for a “Class B Committee” selected from time to time by the parties to that agreement. Prior to the expiration of the Stockholders Agreement on September 18, 2025, the Class B Committee was entitled to designate director nominees for election at our annual meetings of stockholders, and the parties to the Stockholders Agreement agreed to vote their voting stock, including their Class A common stock and Class B common stock, as directed by the Class B Committee.
The Stockholders Agreement expired on September 18, 2025. After that date, the Class B Committee dissolved, and we expect that no stockholder or group of stockholders will control the outcome of any matters submitted to the stockholders.
Exchange Agreements
We have entered into Exchange Agreements with the direct partners of the Partnership that entitles those partners (and certain permitted transferees thereof) to exchange their Class B units (together with an equal number of shares of Class B common stock), Class C units or Class D units, for shares of Class A common stock on a one-for-one basis or, at our election, for cash. The most recent such Exchange Agreement, which we refer to as the Class D Exchange Agreement, was entered into at the closing of the 2024 Exchange on May 31, 2024.
In addition, the Exchange Agreements provide that an owner does not have the right to exchange their Class B, Class C or Class D units if we determine that such exchange would be prohibited by law or regulation or would violate other agreements with the Company, the Partnership or any of their subsidiaries to which the Partnership unitholder is subject. We may impose additional restrictions on exchanges that we determine to be necessary or advisable so that the Partnership is not treated as a “publicly traded partnership” for U.S. federal income tax purposes.
The Exchange Agreements also provide for mandatory exchanges under certain circumstances set forth in the StepStone Limited Partnership Agreement, including upon any transfer of partnership units to a person other than in a qualified transfer (as defined therein) and upon failure to comply with or material breach of the Stockholders Agreement.
Any beneficial holder exchanging Class B units must ensure that the applicable corresponding number of shares of Class B common stock are delivered to us for redemption at par value and cancellation as a condition of exercising its right to exchange Class B units for shares of our Class A common stock.
The Class D Exchange Agreement restricts the transfer of the Class D Units of the Partnership, which restriction shall apply for a maximum of one year after each exchange event (or two years if a Transaction Agreement Exchange (as defined in the Class D Exchange Agreement) constitutes an Acceleration Exchange (as defined in the Class D Exchange Agreement)), subject to certain exceptions.
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Registration Rights Agreement
We have entered into a Registration Rights Agreement with certain former, current and future holders of our Class B, Class C and Class D units. This agreement provides these holders with certain registration rights, whereby they have the right to require us to register under the Securities Act the shares of Class A common stock issuable upon exchange of Class B, Class C or Class D units. The Registration Rights Agreement also provides for piggyback registration rights for the holders party thereto, subject to certain conditions and exceptions. The most recent amendment and restatement of the Registration Rights Agreement, which added Class D unitholders as parties, occurred in connection with the closing of the 2024 Exchange on May 31, 2024.
Indemnification Agreements
Our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”), subject to certain exceptions contained in our amended and restated bylaws. In addition, our restated certificate of incorporation provides that our directors and certain of our officers will not be liable for monetary damages for breach of fiduciary duty.
We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.
There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or officer.
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BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information as of July 14, 2026 (or as of the date otherwise indicated below) regarding beneficial ownership by:
| • | each person known to us to beneficially own more than 5% of any class of our outstanding common stock; |
| • | our directors and director nominees; |
| • | each of our named executive officers (as listed in the Summary Compensation Table above); and |
| • | all of our directors and executive officers as a group. |
Unless otherwise noted, the mailing address of each listed beneficial owner is c/o StepStone Group Inc., 277 Park Avenue, 45th Floor, New York, New York 10172.
The number of shares beneficially owned by each entity or individual is determined under the SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire as of September 12, 2026 (60 days after July 14, 2026) through the exercise of any stock options, through the vesting/settlement of RSUs payable in shares, or upon the exercise of other rights. Beneficial ownership excludes options or other rights vesting after September 12, 2026. Unless otherwise indicated, each person has sole voting and investment power (or shares such power with his or her spouse, as applicable) with respect to the shares set forth in the following table.
The number of shares of Class A common stock listed in the table below represents shares of Class A common stock directly owned, and assumes no exchange of Class B, Class C or Class D units for Class A common stock. As described in “Certain Relationships and Related Person Transactions—Related Person Transactions—Transactions in Connection with our Reorganization and Initial Public Offering—Exchange Agreements” above, each Class B unitholder, Class C unitholder and Class D unitholder is entitled to have its Class B units, Class C units or Class D units, as applicable, exchanged for Class A common stock on a one-for-one basis, or, at our option, for cash.
The number of shares of Class A common stock and Class B common stock outstanding and percentage of beneficial ownership set forth below is computed on the basis of 82,288,907 shares of our Class A common stock and 38,387,761 shares of our Class B common stock issued and outstanding as of July 14, 2026.
| Class A common stock owned |
Class B common stock owned |
Total voting power in Company |
||||||||||||||||||
| Name of Beneficial Owner |
Number | % | Number | % | % | |||||||||||||||
| Named Executive Officers and Directors: |
||||||||||||||||||||
| Scott W. Hart(1) |
31,430 | + | 3,061,782 | 8.0 | % | 2.6 | % | |||||||||||||
| David Y. Park |
8,903 | + | — | — | + | |||||||||||||||
| Jason P. Ment |
18,459 | + | 1,128,249 | 2.9 | % | 1.0 | % | |||||||||||||
| Jose A. Fernandez(2) |
— | — | 4,622,101 | 12 | % | 3.8 | % | |||||||||||||
| Michael I. McCabe(3) |
539,188 | + | 2,843,558 | 7.4 | % | 2.8 | % | |||||||||||||
| Monte M. Brem(4) |
— | — | 2,276,888 | 5.9 | % | 1.9 | % | |||||||||||||
| Valerie G. Brown(5) |
22,039 | + | — | — | + | |||||||||||||||
| David F. Hoffmeister(6) |
53,470 | + | — | — | + | |||||||||||||||
| Thomas Keck(7) |
106,532 | + | 4,196,498 | 10.9 | % | 3.6 | % | |||||||||||||
| Steven R. Mitchell |
12,793 | + | — | — | + | |||||||||||||||
| Anne L. Raymond |
27,237 | + | — | — | + | |||||||||||||||
| All executive officers and directors as a group (11 persons) |
820,051 | 1.0 | % | 18,129,076 | 47.2 | % | 15.6 | % | ||||||||||||
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| Class A common stock owned |
Class B common stock owned |
Total voting power in Company |
||||||||||||||||||
| Name of Beneficial Owner |
Number | % | Number | % | % | |||||||||||||||
| Other 5% Beneficial Owners: |
||||||||||||||||||||
| ARGO Holdings, LLC(8) |
— | — | 3,662,708 | 9.5 | % | 3.0 | % | |||||||||||||
| Sanford Energy, Inc.(8) |
259,152 | + | 3,330,328 | 8.7 | % | 3.0 | % | |||||||||||||
| Thomas Alcott Bradley(9) |
27,870 | + | 3,482,359 | 9.1 | % | 2.9 | % | |||||||||||||
| David T. Jeffrey |
361,610 | + | 2,752,899 | 7.2 | % | 2.6 | % | |||||||||||||
| Mark T. Maruszewski(10) |
47,449 | + | 3,372,538 | 8.8 | % | 2.8 | % | |||||||||||||
| BlackRock, Inc.(11) |
9,768,221 | 11.9 | % | — | — | 8.1 | % | |||||||||||||
| Millennium Management LLC(12) |
7,173,424 | 8.7 | % | — | — | 5.9 | % | |||||||||||||
| Wellington Management Group(13) |
5,723,073 | 7.0 | % | — | — | 4.7 | % | |||||||||||||
| Vanguard Portfolio Management(14) |
4,545,592 | 5.5 | % | — | — | 3.8 | % | |||||||||||||
| T. Rowe Price Associates, Inc.(15) |
4,378,465 | 5.3 | % | — | — | 3.6 | % | |||||||||||||
| Vanguard Capital Management(16) |
4,090,444 | 5.0 | % | — | — | 3.4 | % | |||||||||||||
| + | Represents less than one percent. |
| (1) | Includes 3,061,782 Class B shares beneficially owned by a family trust. |
| (2) | Includes 3,016,601 Class B shares beneficially owned by a family trust and 1,605,500 Class B shares owned by Santaluz Capital Partners, LLC. Mr. Fernandez is a manager of Santaluz Capital Partners, LLC. |
| (3) | Includes 416,979 Class A shares and 1,906,142 Class B shares owned directly by Mr. McCabe and 122,209 Class A Shares and 937,416 Class B shares owned by Benzy LLC. Family trusts controlled by Mr. McCabe’s spouse have sole voting power for the shares owned by Benzy LLC. |
| (4) | Shares owned by MMAR HNL, LLC. Mr. Brem is the manager of MMAR HNL, LLC. |
| (5) | Includes 15,322 shares beneficially owned by a trust. |
| (6) | Includes 39,536 Class A shares beneficially owned by Sentinel Point Partners, Inc., a corporation wholly owned by Mr. Hoffmeister. |
| (7) | Includes 100,750 Class A shares and 2,520,501 Class B shares beneficially owned by a family trust, in which Mr. Keck shares voting power with his spouse, 1,645,374 Class B shares owned by Cresta Capital, LLC, of which Mr. Keck is a manager, and 30,623 Class B shares owned by Croft & Company LLC, of which Mr. Keck is a manager. |
| (8) | Based in part on information included in a Schedule 13D/A filed with the SEC on January 8, 2026 jointly by ARG Private Equity, LLC (formerly Argonaut Private Equity, LLC), ARGO Holdings, LLC, Sanford Energy, Inc., George B. Kaiser and Robert A. Waldo. As reported, Mr. Waldo is the manager and Vice President of ARG Private Equity LLC, an affiliate of ARGO Holdings LLC, and an adviser to Sanford Energy, Inc. and may be deemed to have voting and/or dispositive power over the shares. In addition, because ARGO Holdings LLC and Sanford Energy, Inc. are both affiliates of ARG Private Equity LLC, Mr. Waldo may be deemed to control Sanford Energy, Inc. and, therefore, may be deemed to be the beneficial owner of the shares held by Sanford Energy, Inc. Mr. Kaiser is the sole member of ARG Private Equity, LLC. In connection with the closing of our IPO, we effected certain reorganization transactions and, as described in “Certain Relationships and Related Person Transactions” above, we entered into an Exchange Agreement with the direct partners of the Partnership, including ARGO Holdings, LLC and Sanford Energy, Inc., that entitles those partners (and certain permitted transferees thereof) to exchange their Class B units in the Partnership together with an equal number of shares of our Class B common stock for shares of our Class A common stock on a one-for-one basis or, at our election, for cash. As a result, as disclosed in the Schedule 13D/A described above, (i) ARG Private Equity, LLC and ARGO Holdings, LLC reported having sole voting and sole dispositive power over the 3,662,708 shares of our Class A common stock; (ii) Sanford Energy, Inc. reported having sole voting and sole dispositive power over 3,589,480 shares of our Class A common stock; (iii) each of Mr. Kaiser and Mr. Waldo reported having shared voting and shared dispositive power over 3,662,708 shares of our Class A common stock; and (iv) Mr. Waldo reported having sole voting and sole dispositive power over 25,000 shares of our Class A common stock. Mr. Waldo disclaimed beneficial ownership of such securities, except to the extent of his |
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| actual pecuniary interest therein. The address for the reporting persons is 6733 South Yale Avenue, Tulsa, Oklahoma 74136. |
| (9) | Consists of 19,162 Class A shares and 2,565,677 Class B shares owned directly by Mr. Bradley, 628,942 Class B shares owned by Aftermath LLC, 8,708 Class A shares and 87,740 Class B shares owned by LetMeGo LLC and 200,000 Class B shares owned by Beggars Banquet LLC. Mr. Bradley is the managing member of Aftermath LLC and sole general managing member of LetMeGo LLC. Mr. Bradley’s spouse is the general manager of Beggars Banquet LLC. |
| (10) | Consists of 47,449 Class A shares and 2,158,011 Class B shares owned directly by Mr. Maruszewski, 878,009 Class B shares owned by Sconset Union Capital, LLC and 336,518 Class B shares owned by Sconset Union Capital II, LLC. Mr. Maruszewski is the manager of Sconset Union Capital, LLC and Mr. Maruszewski’s spouse is manager of Sconset Union Capital II, LLC. |
| (11) | Based on information included in a Schedule 13G/A filed with the SEC on April 21, 2025 by BlackRock, Inc. As disclosed therein, as of March 31, 2025, BlackRock, Inc. reported having sole voting power over 9,693,263 shares of our Class A common stock and sole dispositive power over 9,768,221 shares of our Class A common stock. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. |
| (12) | Based on information included in a Schedule 13G/A filed with the SEC on April 27, 2026 by Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander (together, the “Millennium Entities”). As disclosed therein, as of March 31, 2026, Integrated Core Strategies (US) LLC reported having shared dispositive power over 6,831,317 shares of our Class A common stock and shared voting power over 6,831,317 shares of our Class A common stock, and each of the remaining Millennium Entities reported having shared dispositive power over 7,173,424 shares of our Class A common stock and shared voting power over 7,173,424 shares of our Class A common stock. The address for the Millennium Entities is 399 Park Avenue, New York, New York 10022. |
| (13) | Based on information included in a Schedule 13G filed with the SEC on November 12, 2025 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP (collectively, the “Wellington Entities”). As disclosed therein, as of September 30, 2025, Wellington Management Company LLP reported having shared dispositive power over 5,401,600 shares of our Class A common stock and shared voting power over 4,750,813 shares of our Class A common stock, and each of the remaining Wellington Entities reported having shared dispositive power over 5,723,073 shares of our Class A common stock and shared voting power over 4,761,795 shares of our Class A common stock. The address for the Wellington Entities is 280 Congress Street, Boston MA 02210. |
| (14) | Based on information included in a Schedule 13G filed with the SEC on April 29, 2026 by Vanguard Portfolio Management (“Vanguard Portfolio”). As disclosed therein, as of March 31, 2026, Vanguard Portfolio reported having sole dispositive power over 4,545,592 shares of our Class A common stock, and sole voting power over 60,657 shares of our Class A common stock. The address for Vanguard Portfolio is 100 Vanguard Blvd., Malvern, PA 19355. |
| (15) | Based on information included in a Schedule 13G/A filed with the SEC on November 14, 2025 by T. Rowe Price Associates, Inc. (“T. Rowe”). As disclosed therein, as of September 30, 2025, T. Rowe reported having sole dispositive power over 4,378,465 shares of our Class A common stock and sole voting power over 4,278,892 shares of our Class A common stock. The address for T. Rowe is 1307 Point Street, Baltimore, MD 21231. |
| (16) | Based on information included in a Schedule 13G filed with the SEC on April 30, 2026 by Vanguard Capital Management (“Vanguard Capital”). As disclosed therein, as of March 31, 2026, Vanguard Capital reported having sole dispositive power over 4,090,444 shares of our Class A common stock, and sole voting power over 564,488 shares of our Class A common stock. The address for Vanguard Capital is 100 Vanguard Blvd., Malvern, PA 19355. |
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QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING
This proxy statement is being provided to you in connection with the solicitation of proxies by our board of directors of the Company for use at the Annual Meeting to be held on Tuesday, September 8, 2026 at 1:00 p.m. Eastern Time, or at any adjournments or postponements thereof.
| 1. | Where is the Annual Meeting being held? |
Our board of directors has determined that the Annual Meeting should be held online via live audio webcast at www.proxydocs.com/STEP in order to permit stockholders from any location with access to the Internet to participate. See “—How can I attend, participate in and vote at the Annual Meeting online?” below for details.
| 2. | What proposals will be addressed at the Annual Meeting? |
Stockholders will be asked to consider the following proposals at the Annual Meeting:
| 1. | To elect the seven director nominees named in this proxy statement, each to serve for a one-year term and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification (Proposal 1); |
| 2. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027 (Proposal 2); and |
| 3. | To approve, on a non-binding and advisory basis, the compensation of our named executive officers (“Say-on-Pay”) (Proposal 3). |
Additionally, stockholders are entitled to vote on such other business as may properly be presented at the Annual Meeting or any adjournment or postponement thereof. We are not aware of any matters to be voted on by stockholders at the Annual Meeting other than those included in these proxy materials. If any matter is properly presented at the Annual Meeting, your executed proxy gives your proxy holder discretionary authority to vote your shares in accordance with their best judgment with respect to the matter.
| 3. | Who can vote at the Annual Meeting? |
Stockholders of record as of the close of business on July 14, 2026, the record date, are entitled to participate in and vote at the Annual Meeting. Pursuant to our restated certificate of incorporation, holders of our Class A common stock and holders of our Class B common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Holders of our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement.
As of the record date, there were 82,288,907 shares of our Class A common stock and 38,387,761 shares of our Class B common stock issued and outstanding. Pursuant to our certificate of incorporation, holders of Class A and Class B common stock are not entitled to cumulative voting.
| 4. | What is the difference between a stockholder of record and a beneficial owner of shares held in street name? |
| • | Stockholder of Record. If (i) your shares of Class A common stock are registered directly in your name with the Company’s transfer agent, Equiniti Trust Company, LLC (formerly, American Stock Transfer & Trust Company LLC), or (ii) you hold shares of Class B common stock, you are considered the stockholder of record with respect to those shares, and the proxy materials were sent directly to you by the Company. |
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| • | Beneficial Owner of Shares Held in Street Name. If your shares of Class A common stock are held in an account at a brokerage firm, bank, dealer, custodian or other similar organization acting as nominee (each referred to as a “broker”), then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account by following the instructions that the organization provides to you with the proxy materials. Those instructions are contained in a “voting instruction form.” |
| 5. | How can I attend, participate in and vote at the Annual Meeting online? |
Stockholders of record and beneficial owners of shares of our common stock as of the record date may attend and participate in the Annual Meeting, including voting and asking questions during the virtual Annual Meeting, by registering in advance of the Annual Meeting at www.proxydocs.com/STEP.
The Annual Meeting will begin at 1:00 p.m. Eastern Time on Tuesday, September 8, 2026. Access will begin at approximately 12:45 p.m. Eastern Time, and we encourage you to provide sufficient time before the Annual Meeting begins to check in. As mentioned above, in order to attend the Annual Meeting, you must register in advance of the meeting at www.proxydocs.com/STEP. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to enter your uniquely assigned control number at www.proxydocs.com/STEP as part of the registration process; alternatively, if you do not have a control number, please contact your broker, bank or other nominee as soon as possible and no later than September 1, 2026, so that you can be provided with a control number and gain access to the meeting.
If you were a stockholder as of the close of business on July 14, 2026, the record date, you may vote shares held in your name as the stockholder of record or shares for which you are the beneficial owner but not the stockholder of record electronically during the Annual Meeting through the online virtual annual meeting platform by following the instructions provided when you log onto the online virtual Annual Meeting platform.
Before the Annual Meeting beneficial owners may vote by following the instructions on their voting instruction form, and stockholders of record may vote:
| • | By mail, by completing, signing, and dating your proxy card (if applicable); |
| • | Online at www.proxypush.com/STEP; or |
| • | By telephone, at 1-866-307-0862. |
Stockholders may submit questions during the Annual Meeting at the meeting website. More information regarding the question and answer process, including the number and types of questions permitted, and how questions will be recognized and answered, will be available in the meeting rules of conduct, which will be posted on the Annual Meeting platform. Technicians will be ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instruction email that you will receive upon registration for the Annual Meeting.
Whether or not you plan to attend the Annual Meeting online, we encourage you to fill out and return the proxy card or vote by proxy over the telephone or on the Internet as described above to ensure your vote is counted.
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| 6. | How does the board of directors recommend that I vote? |
Our board of directors recommends that stockholders vote “FOR” each nominee for director named in Proposal 1; “FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027 (Proposal 2); and “FOR” the approval, on a non-binding and advisory basis, of the compensation of our named executive officers (Proposal 3).
| 7. | How many votes must be present to hold the Annual Meeting? |
In order for us to conduct the Annual Meeting, a quorum, consisting of a majority of the voting power of the stock outstanding and entitled to vote at the Annual Meeting, must be present or represented by proxy. Abstentions and withhold votes are counted as “shares present” at the Annual Meeting for purposes of determining whether a quorum exists. Proxies submitted by brokers or other holders of record holding shares for you as a beneficial owner that do not indicate a vote for some or all of the proposals because that holder does not have voting authority and has not received voting instructions from you (so-called “broker non-votes”) are also considered “shares present” for purposes of determining whether a quorum exists. If you are a beneficial owner, these holders may in some cases vote your shares in their discretion, but are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions.
| 8. | What is a proxy card? |
The proxy card enables you to appoint Jason P. Ment, Jose A. Fernandez and Jennifer Y. Ishiguro as your representatives at the Annual Meeting. By completing and returning the proxy card, you are authorizing such persons to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the date of the Annual Meeting in case your plans change. If a proposal comes up for vote at the Annual Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.
| 9. | Will my shares be voted if I do not provide my proxy? |
If you hold your Class A shares directly in your own name, they will not be voted if you do not provide a proxy.
Your Class A shares may be voted under certain circumstances if they are held in the name of a broker. Brokers generally have the authority, but are not required, to vote shares not voted/instructed by customers on certain “routine” matters, and are prohibited from exercising discretionary authority on non-routine matters. Whether a proposal is considered routine or non-routine, and thus whether brokers have discretion to vote on the proposal, is subject to stock exchange rules and final determination by the stock exchange on these matters. Additionally, even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. We expect that there will be no broker non-votes (as described above) with respect to Proposal 2. Broker non-votes, if any, will have no effect on the outcome of the vote on Proposals 1 and 3.
If you are a Class B holder, you may deliver a standing voting instruction to the Company, in which case your shares will be voted “FOR” each of the director nominees (Proposal 1); “FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027 (Proposal 2); and “FOR” the approval, on a non-binding and advisory basis, of the compensation of our named executive officers (Proposal 3), unless you cancel your voting instructions or revoke such instructions by delivering a proxy card with respect to your Class B shares. If you are a Class B holder who does not deliver a standing voting instruction to the Company, your Class B shares will not be voted unless you provide a proxy or other voting instruction to the Company.
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As mentioned above, in the case of broker non-votes, if any, those shares will still be counted for purposes of determining if a quorum is present.
| 10. | What vote is required to elect directors (Proposal 1)? |
Directors are elected by a plurality of the votes cast at the Annual Meeting. As a result, the seven nominees who receive the highest number of shares voted “For” his or her election will be elected.
“Withhold” votes against a director and broker non-votes, if any, will have no direct effect on his or her election. However, our board has adopted a director resignation policy, under which any director who receives a greater number of votes “withheld” for his or her election than “for” such election is expected to promptly tender his or her resignation offer to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will recommend to our board whether to accept or reject the resignation offer, or whether other action should be taken. In determining whether to recommend that our board accept any resignation offer, the Nominating and Corporate Governance Committee may consider all factors that the Committee’s members believe are relevant. Our board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following certification of the election results. Any director who tenders his or her resignation offer will not participate in the proceedings of either the Nominating and Corporate Governance Committee or our board with respect to his or her own resignation offer.
| 11. | What vote is required for Proposal 2? |
Approval of Proposal 2 requires the affirmative vote of at least a majority of the voting power of the stock present or represented by proxy and entitled to vote on the subject matter, voting as a single class.
Abstentions will have the same effect as a vote “Against” on the outcome of Proposal 2, and broker non-votes, if any, will have no effect on Proposal 2, although we expect there will be no broker non-votes with respect to Proposal 2.
| 12. | What vote is required for Proposal 3? |
Approval of Proposal 3 requires the affirmative vote of at least a majority of the voting power of the stock present or represented by proxy and entitled to vote on the subject matter, voting as a single class.
Abstentions will have the same effect as a vote “Against” on the outcome of Proposal 3, and broker non-votes, if any, will have no effect on Proposal 3.
| 13. | Can I change my vote after I have voted? |
You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may revoke your previously delivered proxy and vote again by signing and returning a new proxy card or voting instruction form with a later date or by attending the Annual Meeting online and voting. Your attendance at the Annual Meeting online will not automatically revoke your proxy unless you vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering to the Company’s Chief Legal Officer & Secretary at 277 Park Avenue, 45th Floor, New York, New York 10172 a written notice of revocation prior to the Annual Meeting.
Please note, however, that if your shares are held of record by a broker, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or other nominee.
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| 14. | What happens if I do not indicate how to vote my proxy? |
If you sign your proxy card without providing further instructions, your shares will be voted “FOR” each of the director nominees (Proposal 1); “FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027 (Proposal 2); and “FOR” the approval, on a non-binding and advisory basis, of the compensation of our named executive officers (Proposal 3).
| 15. | What if I am a Class B holder who delivers a standing voting instruction to the Company? |
If you are a Class B holder, you may deliver a standing voting instruction to the Company, in which case your Class B shares will be voted “FOR” each of the director nominees (Proposal 1); “FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027 (Proposal 2); and “FOR” the approval, on a non-binding and advisory basis, of the compensation of our named executive officers (Proposal 3). Please note, however, that your standing voting instructions will only apply to your Class B shares. Any Class A shares that you hold must be voted by following the procedures described above, depending on whether you hold your Class A shares of record or as a beneficial owner through a broker, bank or other nominee.
| 16. | What if I am a Class B holder who does not deliver a standing voting instruction to the Company and would like to vote? |
If you are a Class B holder who does not deliver a standing voting instruction to the Company, your Class B shares will not be voted unless you provide a proxy or other voting instruction to the Company by following the instructions provided to you by the Company regarding voting of your Class B shares. Please contact the Company if you have any questions with regard to voting your Class B shares.
| 17. | Where do I find the voting results of the Annual Meeting? |
The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company will file with the SEC within four business days following the Annual Meeting.
| 18. | Who bears the cost of soliciting proxies? |
The Company will bear the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through its directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts.
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OTHER MATTERS
Other Business
We are not currently aware of any business to be acted upon at the Annual Meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Annual Meeting and with respect to any other matters which may properly come before the Annual Meeting or any adjournment or postponement thereof. If other matters do properly come before the Annual Meeting, or at any such adjournment or postponement of the Annual Meeting, we expect that shares of our common stock represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our board.
Submission of Stockholder Proposals for the 2027 Annual Meeting
Rule 14a-8 Proposals. For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the stockholders at our 2027 Annual Meeting of Stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act. Such proposals must be received by the Company by email at [email protected] or in writing, c/o our Chief Legal Officer & Secretary, at StepStone Group Inc., 277 Park Avenue, 45th Floor, New York, New York 10172 no later than the close of business on March 23, 2027.
Advance Notice Proposals and Nominations. In addition, our bylaws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at an Annual Meeting of Stockholders (but not for inclusion in the proxy statement). Notice of a nomination or other proposal of business must be delivered to the Company by email at [email protected] or in writing, c/o our Chief Legal Officer & Secretary, at StepStone Group Inc., 277 Park Avenue, 45th Floor, New York, New York 10172 no later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 30 days after such anniversary date, to be timely notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which public announcement of the date of the annual meeting is first made by us. Accordingly, for our 2027 Annual Meeting of Stockholders, notice of a nomination or proposal must be delivered to us no earlier than the close of business on May 11, 2027 and no later than the close of business on June 10, 2027. Nominations and proposals also must satisfy other requirements set forth in the bylaws (which includes information required under Rule 14a-19 of the Exchange Act).
For purposes of these proposals, “close of business” shall mean 6:00 p.m. local time at the principal executive offices of the Company on any calendar day, whether or not the day is a business day.
Householding Information
Unless we have received contrary instructions, we may send a single copy of the Notice or this proxy statement to any household at which two or more stockholders reside. This process, known as “householding,” reduces the volume of duplicate information received at any one household, helps to reduce our expenses, and benefits the environment. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together, both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions: If the shares are registered in the name of the stockholder, the stockholder should notify us by email at [email protected], by phone at 212-351-6100 or in writing, c/o our Chief Legal Officer &
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Secretary, at StepStone Group Inc., 277 Park Avenue, 45th Floor, New York, New York 10172 to inform us of his or her request. If a broker holds the shares, the stockholder should contact such broker directly.
Where You Can Find More Information
We file annual and quarterly reports and other reports and information with the SEC. We distribute to our stockholders annual reports containing financial statements audited by our independent registered public accounting firm and, upon request, quarterly reports for the first three quarters of each fiscal year containing unaudited financial information. In addition, the reports and other information are filed through Electronic Data Gathering, Analysis and Retrieval (known as “EDGAR”) system and are publicly available on the SEC’s website, located at http://www.sec.gov.
We will provide without charge to you, upon written or oral request, a copy of the Annual Report on Form 10-K for the fiscal year ended March 31, 2026, including the financial statements and schedules. Any requests for copies of information, reports or other filings with the SEC should be directed to the Chief Legal Officer & Secretary, StepStone Group Inc., 277 Park Avenue, 45th Floor, New York, New York 10172. The Annual Report and this proxy statement are also available online at https://shareholders.stepstonegroup.com/financial-information/sec-filings.
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P.O. BOX 8016, CARY, NC 27512-9903 |
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| StepStone Group Inc.
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Internet: www.proxypush.com/STEP | |||
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Annual Meeting of Stockholders |
● Cast your vote online
● Have your Proxy Card ready
● Follow the simple instructions to record your vote | |||
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For Stockholders of Record as of July 14, 2026
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Phone: | |||
| Tuesday, September 8, 2026, 1:00 PM Eastern Time |
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1-866-307-0862
● Use any touch-tone telephone
● Have your Proxy Card ready
● Follow the simple recorded instructions | ||
| Annual Meeting to be held live via the Internet - please visit | ||||
| www.proxydocs.com/STEP for more details. | ||||
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Mail: | |||
● Mark, sign and date your Proxy Card
● Fold and return your Proxy Card in the postage-paid envelope provided | ||||
| YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 1:00 PM Eastern Time on September 8, 2026. | ||||
This proxy is being solicited on behalf of the Board of Directors
The undersigned hereby appoints Jason P. Ment, Jose A. Fernandez and Jennifer Y. Ishiguro (the “Named Proxies”) and each or any of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of StepStone Group Inc. which the undersigned is entitled to vote at the Annual Meeting and any adjournment or postponement thereof upon the matters specified and upon such other matters as may be properly brought before the Annual Meeting or any adjournment or postponement thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof and revoking any proxy heretofore given.
WHEN PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS’ RECOMMENDATION. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof (including, if applicable, on any matter which the Board of Directors did not know would be presented at the Annual Meeting by a reasonable time before the proxy solicitation was made or for the election of a person to the Board of Directors if any nominee named in Proposal No. 1 becomes unable to serve or for good cause will not serve).
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved
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StepStone Group Inc. Annual Meeting of Stockholders |
| Please make your marks like this: |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR EACH OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3
| PROPOSAL |
YOUR VOTE | BOARD OF DIRECTORS RECOMMENDS | ||||||
| 1. To elect the seven director nominees named in the proxy statement, each to serve for a one-year term and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification. |
FOR | WITHHOLD |
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| 1.01 Monte M. Brem |
☐ | ☐ | FOR | |||||
| 1.02 Valerie G. Brown |
☐ | ☐ | FOR | |||||
| 1.03 Scott W. Hart |
☐ | ☐ | FOR | |||||
| 1.04 David F. Hoffmeister |
☐ | ☐ | FOR | |||||
| 1.05 Thomas Keck |
☐ | ☐ | FOR | |||||
| 1.06 Steven R. Mitchell |
☐ | ☐ | FOR | |||||
| 1.07 Anne L. Raymond |
☐ | ☐ | FOR | |||||
| FOR | AGAINST | ABSTAIN | ||||||
| 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027 |
☐ | ☐ | ☐ | FOR | ||||
| 3. To approve, on a non-binding and advisory basis, the compensation of our named executive officers (“Say-on-Pay”). |
☐ | ☐ | ☐ | FOR | ||||
| NOTE: Includes authority for proxy holder to transact any other business that may be properly presented at the Annual Meeting or any adjournment or postponement thereof. |
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You must register to attend the Annual Meeting online and/or participate at www.proxydocs.com/STEP
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
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| Signature (and Title if applicable) | Date | Signature (if held jointly) |
Date | |||||||