Brandon Brown
COHEN & STEERSAbout Brandon Brown
Brandon Brown, age 42, is Executive Vice President and Chief Human Resources Officer at Cohen & Steers (CNS). He joined the firm in 2013 as a senior HR generalist and served as SVP, Human Resources from January 2020 to June 2023; he holds a BA from the State University of New York at Buffalo and previously worked in human capital roles at Goldman Sachs, including managing the Investment Banking Division’s Global Analyst Program . Company performance context: in 2024 revenues grew 5.7% to $517.4M with a 33.4% operating margin and diluted EPS of $2.97 . Cumulative TSR for 2024 (indexed to 2020=100) was 175.38, reflecting solid long-term shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cohen & Steers | SVP, Human Resources | Jan 2020 – Jun 2023 | Led HR function prior to elevation to CHRO |
| Cohen & Steers | Senior HR Generalist | Joined 2013 | Supported HR across functions prior to promotion |
| Goldman Sachs | Human capital management roles; managed IBD Global Analyst Program | Not disclosed (prior to 2013) | Early talent pipeline and generalist HR responsibilities |
External Roles
- No public company directorships or external board roles disclosed in the proxy .
Fixed Compensation
Individual base salary, target bonus %, and actual bonus for Brandon Brown are not disclosed (he is not a named executive officer in the proxy) .
Performance Compensation
- Annual incentives at CNS are primarily discretionary and based on company, departmental, and individual performance across financial, investment, and strategic objectives; awards are paid in cash and equity (RSUs) .
- Executive equity is delivered via mandatory deferred restricted stock units that generally vest ratably over four years; dividend equivalents accrue as additional RSUs and vest at the final tranche .
- CNS does not currently grant stock options or option-like awards .
| Metric Category | Illustrative Metrics | Weighting | Target Setting | Payout Determination | Vesting/Delivery |
|---|---|---|---|---|---|
| Financial | Revenue, operating income/margin, net income; organic growth, AUM (as-adjusted focus) | Discretionary (no formula) | Relative/absolute vs peers and prior years | Committee discretion based on performance and CEO input (ex-CEO’s own pay) | RSUs vest ratably over 4 years; dividend equivalents accrue and vest at final tranche |
| Investment | Relative strategy performance vs benchmarks (1-, 3-, 5-, 10-year) | Discretionary | Multi-period | Discretionary | As above |
| Strategic | Product launches (e.g., active ETFs), private RE initiatives, distribution progress, talent/succession | Discretionary | Annual priorities | Discretionary | As above |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Form 3, 6/21/2023) | 3,192 shares including 1,436 RSUs |
| Total beneficial ownership (as of 8/22/2025 Form 4) | 10,196 shares after 56 dividend-equivalent RSUs credited 8/21/2025 |
| Ownership as % of shares outstanding | ~0.02% (10,196 / 50,972,009 shares outstanding as of 3/6/2025) and [URLs above] |
| Vested vs unvested | Not broken out for Brown in proxy; Form 3 indicates portion as RSUs |
| Options | CNS does not currently grant options |
| Hedging/Pledging | Hedging, shorting, and derivatives transactions prohibited under Insider Trading Policy . No explicit pledging policy disclosed; proxy notes holders may keep shares in accounts with a margin feature; no pledging by Brown disclosed |
| Ownership guidelines | CNS believes executives should own meaningful stock but has not adopted formal stock ownership guidelines |
Employment Terms
- Employment agreement terms (contract length, auto-renewal, non-compete) for Brandon Brown are not disclosed .
- Change-in-control: For named executive officers, all unvested RSUs accelerate on a “double-trigger” (termination without cause or resignation for good reason within two years following a change in control); also accelerates upon death or disability; no cash severance multiples are disclosed in the proxy . Brown’s specific award agreements are not disclosed; the proxy details NEO terms.
- Clawback: CNS has a Dodd-Frank-compliant clawback policy mandating recovery of erroneously awarded incentive-based compensation following an accounting restatement, on a no-fault basis .
- Policies: Prohibition on hedging and short-sales; equity awards subject to reduction/forfeiture for misconduct or covenant breaches .
Insider Trading Activity (last 24 months)
| Date (filing) | Transaction summary | Shares/Units | Price | Post-transaction holding |
|---|---|---|---|---|
| 02/04/2025 (Form 4) | Insider filing by Brandon Brown (details in SEC index) | — | — | — |
| 03/14/2025 (Form 4 PDF) | Dividend-equivalent RSUs credited in connection with Q1 2025 dividend | — | $0 | — |
| 08/22/2025 (for 08/21/2025 trans.) (Form 4) | 56 dividend-equivalent RSUs credited; beneficial ownership increased to 10,196 | 56 | $0 | 10,196 |
Note: No open-market sales are indicated in the cited filings; activity reflects RSU accruals/administrative events. See SEC links above.
Company Performance Context (recent years)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 581,174,000* | 564,404,000* | 487,611,000* | 515,201,000* |
| EBITDA ($) | 266,093,000* | 221,605,000* | 169,619,000* | 184,046,000* |
Values retrieved from S&P Global.*
Additional disclosed 2024 performance highlights:
- Revenues $517.4M (up 5.7% y/y), operating margin 33.4% (35.4% as adjusted), diluted EPS $2.97 ($2.93 as adjusted) .
- Strategic execution: prepared three active ETFs, advanced private real estate platform (CNS Income Opportunities REIT) .
TSR benchmarking (indexed, initial $100 investment):
| Year | Company TSR Index | Peer Group TSR Index |
|---|---|---|
| 2021 | 159.26 | 189.36 |
| 2022 | 114.67 | 141.87 |
| 2023 | 139.71 | 186.46 |
| 2024 | 175.38 | 257.30 |
Compensation Committee & Say‑on‑Pay
- Compensation Committee members: Dasha Smith (chair), Reena Aggarwal, Frank T. Connor, Lisa Dolly, Karen Wilson Thissen, Edmond D. Villani .
- Independent consultant: McLagan; committee determined independence and no conflicts .
- Say‑on‑Pay support: 93.55% approval at the most recent vote (2024 proxy cycle) .
- Peer frameworks used: survey of public/private asset managers ($50–$400B AUM) and a mid-sized public peers set .
Investment Implications
- Alignment/retention: Brown’s incentives are predominantly equity via multi-year RSU vesting, creating alignment and typical quarterly vesting-related supply, but recent insider forms show administrative RSU accruals rather than discretionary sales—muted selling pressure signal .
- Governance quality: Robust clawback, anti-hedging, and double‑trigger equity acceleration (for NEOs) reduce risk of pay not tied to performance; however, absence of formal ownership guidelines and no explicit pledging ban are watch items (no pledging disclosed for Brown) .
- Performance backdrop: Improving financials and positive TSR trend underpin pay-for-performance philosophy; continued equity-heavy structure suggests retention focus in a talent-competitive sector .
- Data gaps: As a non-NEO, Brown’s precise salary/bonus/severance terms aren’t disclosed; continue monitoring Form 4s and any 8‑K 5.02 filings for changes to role or compensation .