Matthew R. Barger

About Matthew R. Barger

Matthew R. Barger, age 67, is an independent director of Artisan Partners Asset Management Inc. (APAM) serving since February 2013; he chairs the Governance and Sustainability Committee and sits on the Audit Committee . He is managing member of MRB Capital, LLC and a senior advisor at Hellman & Friedman LLC (H&F) since 2007; prior to 2007 he was H&F’s managing general partner and chairman of the investment committee, and earlier worked in corporate finance at Lehman Brothers Kuhn Loeb . The company classifies him as independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Governance & Sustainability Committee; Member, Audit Committee. All three standing committees (Audit, Compensation, Governance & Sustainability) are 100% independent .
• Independence: Board determined Mr. Barger is independent under NYSE standards; immediately post-2025 meeting, Board expected to be 5 of 7 independent .
• Attendance and engagement: In 2024, Board met 5 times; Audit 7; Governance & Sustainability 4; each director attended at least 75% of Board and committee meetings, and all seven directors attended the 2024 annual meeting .
• Stockholders agreement designation: The stockholders committee is required to vote its shares for Barger’s election; APAM must use best efforts to elect him (and Colson), including soliciting proxies and recommending in favor .

Fixed Compensation

• Program structure (non-employee directors, 2024): Standard equity grant of $125,000 in RSUs; cash retainer $75,000; committee chair retainers: Audit $50,000; Compensation $40,000; Governance & Sustainability $40,000; Independent Chair additional $125,000. Directors could elect to receive cash as additional RSUs (Barger elected RSUs; quarterly vesting for in-lieu RSUs) .
• 2024 paid amounts: Barger received $240,000 in stock awards and no cash (elected RSUs); RSUs outstanding at year-end: 62,689 .

Performance Compensation

• Director performance-based metrics: None disclosed for directors; equity is time/career-based RSUs without performance targets . | Performance Metric | Applies to Director Pay? | Detail | |---|---|---| | Financial/TSR/ESG goals | No | Director RSUs are not performance-conditioned; delivered on change in control or service termination |

Other Directorships & Interlocks

• Current public company boards: None disclosed for Barger .
• Network ties: Barger is senior advisor to H&F; another APAM director (Saloni Multani) previously worked at/consulted for H&F (2016; 2006–2012), indicating potential information-flow interlock with H&F alumni network .

Expertise & Qualifications

• Deep investment management expertise; broad experience in finance, corporate strategy, and business development; prior leadership of H&F investment committee .
• Skills: financial management & reporting; investment management industry; risk and governance experience consistent with Board’s skills matrix .

Equity Ownership

• Beneficial ownership (April 10, 2025): Class A common stock 68,135; Class C common stock 1,242,002 (13.8% of Class C); aggregate combined voting power 1.5%; includes RSUs (no voting rights) largely held via trusts of which Barger is trustee .
• RSU mechanics: dividend equivalent rights; delivery on change in control or board service termination .

Note: Footnote confirms trust holdings of Barger’s RSUs and Class C shares, with Barger as trustee and voting/investment authority over those trusts .

Governance Assessment

• Strengths

  • Independent director with long-tenured industry expertise; chairs Governance & Sustainability and serves on Audit, supporting board effectiveness and oversight .
  • Committees are fully independent; independent directors meet in executive session; robust codes and insider trading policy (hedging prohibited; pledging restricted) .
  • Director pay mix emphasizes equity alignment; election to take all cash in RSUs increases “skin in the game” .
  • 2024 say‑on‑pay support was ~96%, indicating broad shareholder confidence in compensation governance (executive program) .

• Watch items / potential conflicts

  • Stockholders agreement compels the stockholders committee to vote for Barger’s election and requires APAM to use best efforts to elect him; while classified independent, this designation mechanism can be viewed as entrenchment risk and a potential conflict with fully open nomination processes .
  • Related-party framework: Barger is a party to IPO-related agreements (exchange, registration rights, and tax receivable agreement (TRA) via his Class A/C interests). In 2024, APAM disclosed ~$0.8M in TRA payments to certain non‑employee directors or affiliated entities holding Class C; this underscores ongoing related‑party economic linkages requiring monitoring, even as these agreements apply broadly to unit holders .
  • Significant Class C holdings via trusts (13.8% of Class C) consolidate voting influence; RSUs lack voting rights, but trust-controlled equity amplifies governance footprint .

• Implications for investors

  • Barger’s expertise and committee leadership are positives for risk oversight and governance quality; however, the mandated nomination under the stockholders agreement and unit-holder economics (TRA) are structural conflicts to track for any signs of misalignment, especially during change-in-control, exchange, or registration activity .

Related Party & Agreements Summary

• Exchange Agreement: Right to exchange partnership units (with matching Class B/C shares cancelled) for Class A stock in specified circumstances; unit exchanges from Jan 2024–Apr 2025 totaled 1,225,167 .
• Resale & Registration Rights: Unrestricted shelf for certain holders (e.g., AIC) and Class A unit holders; Board can waive/modify restrictions .
• Tax Receivable Agreement: APAM recorded $337.3M liability (85% of realized tax savings); paid ~$36.0M in 2024, including ~$0.8M to certain non‑employee directors or associated entities with Class C .

RED FLAGS

• Mandated election by stockholders committee (entrenchment risk) .
• TRA cash flows to director-affiliated entities (ongoing related-party economics) .
• Concentrated trust-controlled Class C ownership (influence risk) .