VCTR 8-K
Victory Capital Holdings, Inc. (VCTR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Grant of Stock Performance Vested Restricted Stock Awards
On March 13, 2026, the Board of Directors of Victory Capital Holdings, Inc. (the “Company”) approved a one-time grant of performance-based shares of restricted stock (the “Performance Shares”) to key executives, including David C. Brown, Chairman and Chief Executive Officer, Michael D. Policarpo, President, Chief Financial Officer, and Chief Administrative Officer, Tom Sipp, Executive Vice President, Nina Gupta, Chief Legal Officer and Head of Human Resources Administration, and Mannik Dhillon, President, Investment Franchises and Solutions, under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan. Performance Shares are designed to incentivize long-term outperformance of the Company’s stock price, align the executives’ interests with those of the Company’s stockholders, and promote the retention of key executives.
The Compensation Committee recommended the Performance Shares to the Board of Directors for approval following a comprehensive review of the Company’s executive compensation program conducted with two independent compensation consultants retained by the Compensation Committee for this purpose, taking into account the Company’s long-term transformational objectives and retention goals. The Committee considered the executive leadership team’s track record of strong performance and the importance of their continued strategic execution as a key factor for the Company’s ongoing success and growth potential. The Performance Shares are designed to further align the interests of the Company’s executives with those of its stockholders by tying vesting to achievement of the stock performance outcomes, focusing executives directly on the market price of the Company’s common stock, increasing executive stock ownership overtime and promoting retention given the potential value of the awards. Commencing in 2026, the Compensation Committee anticipates that the size of annual grants of time-vested Company shares to key executives who have received a Performance Share grant will decrease to account for such one-time grant, with the amount of any such reduction to be determined by the Compensation Committee in its discretion.
The Performance Shares are eligible to be earned based on achievement of four significant stock price appreciation hurdles over a seven-year performance period (the “Measurement Period”) commencing on March 15, 2026 (the “Grant Date”). The average closing trading price of the Company’s common stock must equal or exceed the applicable stock price hurdle for five consecutive trading days at any point during the Measurement Period for the stock price hurdle to be considered achieved. The Performance Shares are also required to be held for one year following their vesting date.
The following table illustrates the amounts of Performance Shares that can vest on the achievement of the four stock price hurdles applicable to the Performance Shares, which hurdles were established by the Compensation Committee based on a percentage of appreciation in the value of the Company’s common stock over the closing price of the common stock on the Grant Date.
|
% of Performance Shares Earned
|
Stock Price Hurdle |
% Appreciation from the Grant Date |
Performance Shares Hurdle #1
|
25% |
$ 100.01 |
50% |
Performance Shares Hurdle #2
|
Additional 25% |
$ 110.01 |
65% |
Performance Shares Hurdle #3
|
Additional 25%
|
$ 120.01 |
80% |
Performance Shares Hurdle #4
|
Additional 25%
|
$ 133.34 |
100% |
The number of Performance Shares granted were based on the closing price of the Company’s common stock as of March 13, 2026. Mr. Brown received 590,115 Performance Shares, representing a grant value of $39,343,000, Mr. Policarpo received 295,050 Performance Shares, representing a grant value of $19,671,000, Mr. Sipp received a 163,926 Performance Shares, representing a grant value of $10,929,000, Ms. Gupta received 76,496 Performance Shares, representing a grant value of $5,100,000, and Mr. Dhillon received 65,561 Performance Shares, representing a grant value of $4,371,000. The number of Performance Shares described above assumes achievement of 100% of the stock price hurdles; however, Performance Shares will be forfeited if the applicable stock price hurdles are not achieved by the Measurement Period.
Other than for Mr. Brown, whose Performance Shares are subject to the terms of his employment agreement, under the terms of the Performance Shares, there is no acceleration or continued vesting of the Performance Shares in the event of a termination of employment for any reason.
The foregoing description of the Performance Shares does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Performance Restricted Stock Award Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
VICTORY CAPITAL HOLDINGS, INC. |
|
|
|
|
Date: |
March 16, 2026 |
By: |
/s/ MICHAEL D. POLICARPO |
|
|
|
Name: Michael D. Policarpo |
Exhibit 10.1
RESTRICTED STOCK GRANT NOTICE AND AGREEMENT
Victory Capital Holdings, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of shares of performance vested restricted stock (the “Performance Vested Restricted Stock”) set forth below. The Restricted Stock is subject to all the terms and conditions of this Restricted Stock Agreement (this “Award Agreement”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
Holder |
[●] |
Grant Date: |
[___], 2026 |
Number of Shares of |
[●] |
Vesting Schedule of Performance
Vested Restricted Stock:
From the period beginning on the Grant Date, and ending on the seventh anniversary of the Grant Date (the “Measurement Period”), subject to Holder’s continued employment with the Company through the applicable vesting date, (i) 25% of the Performance Vested Restricted Stock will vest as of the first date on which the average Fair Market Value of the Company’s common stock equals or exceeds $___ for five consecutive trading days, as determined by the Committee, (ii) an additional 25% of the Performance Vested Restricted Stock will vest as of the first date on which the average Fair Market Value of the Company’s common stock equals or exceeds $___ for five consecutive trading days, as determined by the Committee, (iii) an additional 25% of the Performance Vested Restricted Stock will vest as of the first date on which the average Fair Market Value of the Company’s common stock equals or exceeds $___ for five consecutive trading days, as determined by the Committee, and (iv) an additional 25% of the Performance Vested Restricted Stock will vest as of the first date on which the average Fair Market Value of the Company’s common stock equals or exceeds $___ for five consecutive trading days, as determined by the Committee. Any shares of Performance Vesting Restricted Stock that do not vest prior to the termination of Holder’s employment or service with the Company, or that do not vest based on the average Fair Market Value of the Company’s common stock during the Measurement Period, will be forfeited.
For this purpose, “Fair Market Value” will have the meaning ascribed to such term in the Plan
For the avoidance of doubt, the Fair Market Value thresholds set forth above may be equitably and proportionally adjusted by the Committee as the Committee determines in its discretion in accordance with Section 10(a) of the Plan in connection with any stock split or other corporate transaction or distribution which affects the Shares.
Termination: Section 6(c) of the Plan regarding Termination is incorporated herein by reference and made a part hereof. Following any such Termination, the provisions of Section 10 of the Plan shall apply to all shares of Restricted Stock that have vested on or prior to such Termination.
[Restrictive Covenants: Holder hereby acknowledges and recognizes the highly competitive nature of the business of the Company and its subsidiaries and Affiliates (collectively, the “Company Group”), and, accordingly agrees that, as a condition of the grant of Restricted Stock hereunder, Holder agrees that, during his or her employment with the Company Group and for one (1) year following Holder’s Termination, Holder shall not, to the extent permitted by applicable law or except as otherwise permitted in writing by the Board:
2
The restrictions under clauses (a), (b), (c) and (d) above shall be collectively referred to herein as the “Restrictive Covenants.”
In the event that Holder undergoes a Termination by the Company Group without Cause (other than on account of death or Disability), the restrictions under clauses (a), (b) and (c) above shall apply only for the length of time for which Holder receives severance payments in connection with such Termination, and if Holder receives no severance in connection with such Termination, the restrictions under clauses (a), (b) and (c) above will not apply.
If Holder breaches any terms of any of the Restrictive Covenants, or any restrictive covenant contained in an employment agreement or other agreement between Holder and a member of the Company Group, to the extent permitted by applicable law, Holder shall forfeit (i) any outstanding shares of Restricted Stock and (ii) any shares of Stock held as a result of vesting of shares of Restricted Stock.
It is expressly understood and agreed that, although Holder and the Company consider the Restrictive Covenants to be reasonable for the purpose of preserving for the Company Group’s good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction (without regard to any ability to appeal or whether an appeal is in fact taken, during the pendency of that appeal) that the time or territory restrictions or any other provision herein related to the Restrictive Covenants is an unreasonable or otherwise unenforceable restriction against Holder, the provisions herein related to the Restrictive Covenants shall not be rendered void, but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable.
Holder acknowledges and agrees that the provisions herein related to the Restrictive Covenants shall continue to apply following Holder’s Termination, regardless of the reason for such Termination. Notwithstanding anything herein to the contrary, if, at the time of Holder’s Termination, Holder is employed in or resides in [California]/[Massachusetts], Holder shall not be required to adjudicate the enforceability of the Restrictive Covenants outstanding of [California]/[Massachusetts], and the laws of
3
[California]/[Massachusetts] shall govern the enforceability of the Restrictive Covenants.]1
Employee Shareholders’
Agreement: From and after the date hereof, Holder hereby agrees to be bound by the terms and provisions of that certain Employee Stockholders Agreement by and between the Company, and certain employees of the Company Group, dated as of February 12, 2018, as the same may be amended, restated and/or otherwise modified from time to time (the “Employee Stockholders Agreement”) as if Holder were an original signatory thereto. As a condition to the issuance of any shares of Stock hereunder, Holder shall execute such additional documents as the Company may reasonably request to effectuate Holder’s joiner to the Employee Stockholders Agreement.
Additional Terms:
1 This language will be removed for CA and conformed for applicable law in MA.
4
5
* * *
6
The undersigned Holder acknowledges receipt of THIS AWARD AGREEMENT AND the plan, and, as an express condition to the grant of RESTRICTED STOCK HEREUNDER, agrees to be bound by the terms of BOTH THIS AWARD AGREEMENT and the Plan.
Victory Capital Holdings, inc. By: Signature Title: Date: |
Holder
Signature Print Name: __________________________ Date: |