Francis C. Poli
COHEN & STEERSAbout Francis C. Poli
Francis C. Poli (62) is Executive Vice President, General Counsel and Corporate Secretary of Cohen & Steers (CNS), overseeing global legal and compliance since joining in 2007; he holds a BA from Boston College and a JD from Pace University School of Law . Under his tenure, CNS reported 2024 revenues of $517.4M (+5.7% y/y), operating margin of 33.4% (35.4% as adjusted), and diluted EPS of $2.97 ($2.93 as adjusted) amid strong multi-year investment performance, while the company’s 2024 pay-versus-performance table shows a CNS TSR index value of 175.38 vs. peer group 257.30 (value of $100 investment) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Allianz Global Investors | Managing Director, Chief Legal Officer; Director of U.S. Compliance | Pre-2007 | Led legal and U.S. compliance for a global asset manager; built regulatory/compliance frameworks supporting distribution and product oversight |
| J.P. Morgan & Co. | Vice President, Assistant General Counsel | Pre-2007 | Advised on securities and corporate legal matters at a global financial institution |
| Kelley Drye & Warren | Associate, Securities Practice Group | Pre-2007 | Practiced securities law; foundational public company and markets experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cohen & Steers Capital Management, Inc. | EVP, General Counsel & Secretary | Ongoing | Oversees affiliate’s legal/governance, aligning firm- and adviser-level requirements |
| Cohen & Steers Income Opportunities REIT, Inc. | Chief Legal Officer | Ongoing | Supports private real estate platform governance and disclosure |
| Cohen & Steers Securities, LLC | Director and President | Ongoing | Broker-dealer oversight, regulatory and supervisory leadership |
| Cohen & Steers Asia Ltd; UK Ltd; Japan Ltd; Singapore Pte Ltd; SICAV | Director (various) | Ongoing | International governance across multi-jurisdictional entities and UCITS platform |
| U.S. registered open-end and closed-end funds | Assistant Secretary | Ongoing | Fund governance, compliance and disclosure support across fund complex |
Fixed Compensation
Note: Mr. Poli has not been a named executive officer (NEO) in recent proxies; latest detailed pay disclosures for him appear in earlier years.
| Year | Base Salary ($) |
|---|---|
| 2014 | 300,000 |
| 2015 | 325,000 |
| 2016 | 350,000 |
Performance Compensation
CNS uses discretionary, performance-based annual incentives (cash + equity deferral), assessed on company financials (revenue, operating income/margin, net income, organic growth/AUM), investment results vs. benchmarks (1-, 3-, 5-, 10-year), and strategic objectives (product development, client retention/expansion, talent, succession). The Compensation Committee does not use preset formulas or weighted factors and relies on competitive benchmarks from McLagan; a significant portion of executive pay is delivered in multi-year vesting RSUs via mandatory deferral to reinforce alignment and retention .
Historical structure for Mr. Poli (illustrative from years when he was an NEO):
| Performance Year | Cash Bonus ($) | Mandatory RSU Deferral ($) | RSU Award ($) | Total Compensation ($) |
|---|---|---|---|---|
| 2014 | 469,600 | 414,400 | 216,000 | 1,400,000 |
| 2015 | 525,850 | 458,150 | 216,000 | 1,525,000 |
| 2016 | 567,475 | 494,025 | 216,000 | 1,627,500 |
Performance metric linkage (historical examples):
- The committee capped maximum annual bonuses as a percentage of adjusted pre-tax profit for NEOs including Poli (e.g., 2015: Poli max 2.5% of adjusted pre-tax profit; 2016: Poli max 2.5%)—actual outcomes set below those caps after holistic performance review .
Vesting and award mechanics (current program):
- Mandatory deferral RSUs vest ratably over 4 years; dividend equivalents accrue in additional RSUs vesting on the final tranche; additional RSU grants (when used) also vest over ~4 years .
Equity Ownership & Alignment
- Latest individual beneficial ownership for Mr. Poli is not itemized in the 2025 proxy’s table (which lists directors and NEOs); he is disclosed as an executive officer but not a NEO in 2024 .
- Historical beneficial ownership (illustrative when listed individually):
- 2015: 12,352 shares; 50,836 RSUs
- 2016: 11,840 shares; 52,695 RSUs
- Company policies: executives prohibited from hedging (short sales, options/derivatives) in CNS stock; the proxy does not state a formal pledging prohibition, and broadly notes some insiders may hold shares in margin accounts; CNS has no formal stock ownership guidelines, citing already-meaningful insider ownership .
Employment Terms
- Contract/term: No individual employment agreement for Mr. Poli is disclosed; compensation and equity subject to standard executive programs .
- Change-in-control (CIC): “Double-trigger” RSU acceleration for executive officers—unvested RSUs vest in full if terminated without cause or resign for good reason within 2 years post-CIC; acceleration also on death/disability. Definitions of “cause,” “good reason,” and “change in control” are specified in the proxy .
- Severance multiples: No salary/bonus cash severance multiples are disclosed for Mr. Poli; historical termination tables for Poli showed RSU-acceleration value only (e.g., 2014: $2.802M; 2015: $1.471M), underscoring equity-centric protection rather than cash severance .
- Clawback: Company-wide clawback policy compliant with SEC/NYSE requires recovery of erroneously awarded incentive-based compensation after accounting restatements (no-fault basis) from current/former executive officers for the prior three fiscal years .
- Non-compete/solicit: CNS applies restrictive covenants in equity agreements (see detailed example in Stadler letter; exec equity generally includes non-interference/non-solicit/non-disparagement) .
Governance, Peer Practices, and Shareholder Feedback
- Compensation consultant: McLagan; Independence assessed and confirmed by the Compensation Committee .
- Peer benchmarking: Uses two peer constructs—(i) a broad survey of ~47 asset managers ($50–$400B AUM) and (ii) a mid-sized public asset manager peer set (e.g., Artisan, Victory, Virtus, Janus Henderson, WisdomTree, Federated Hermes, Westwood) .
- Say-on-pay: 2024 vote approval 93.55%, indicating broad investor support for the program design centered on variable, equity-heavy pay .
Risk Indicators & Red Flags
- Hedging prohibited; no explicit pledging policy stated; no disclosures of Poli pledging shares .
- Clawback in place (SEC/NYSE compliant) .
- No formal stock ownership guideline (board cites significant insider ownership as rationale) .
- No recent 8-Ks indicate changes to Poli’s role; he signed the June 24, 2024 CFO succession 8-K as General Counsel and Secretary, confirming his ongoing senior officer status .
Performance & Track Record
- CNS 2024 performance: revenues $517.4M (+5.7% y/y), operating margin 33.4% (35.4% as adjusted), diluted EPS $2.97 ($2.93 as adjusted); strong multi-horizon investment outperformance: 95% AUM beating benchmarks (1y), and 96/97/99% beating on 3/5/10-year bases as of 12/31/2024 .
- Pay vs performance TSR framing: CNS TSR value of $100 investment at 175.38 in 2024 vs. peer group at 257.30, contextualizing relative shareholder return dynamics during the period .
Investment Implications
- Alignment: Poli’s incentives are heavily equity-based with mandatory RSU deferral and 4-year vesting, aligning him with long-term shareholder outcomes; absence of cash severance multiples limits entrenchment and concentrates value in equity performance and continued service .
- Retention vs. selling pressure: Multi-year RSU schedules create recurring vest events that can lead to periodic liquidity needs; hedging is barred and clawback applies, tempering risk-taking; absence of formal ownership guidelines is a mild governance negative but offset by high insider ownership broadly at CNS .
- Change-in-control dynamics: Double-trigger RSU acceleration provides protection without single-trigger windfalls; no evidence of tax gross-ups or outsized CIC cash multiples for Poli, reducing parachute risk .
- Program quality signals: High say-on-pay support (93.55%) and robust use of external benchmarking (McLagan) suggest low near-term pay controversy risk; continued focus on firm-wide financial/investment objectives ties leadership incentives to value drivers that matter for CNS (AUM, margins, investment alpha) .
Monitoring recommendations for traders/PMs: Track Form 4s around quarterly RSU vesting windows for potential supply overhang; monitor any changes to insider trading/pledging policies; watch for any governance updates introducing ownership guidelines; and assess CNS operating leverage and flows vs. incentive outcomes each year to evaluate pay-for-performance efficacy .