Joseph M. Harvey
COHEN & STEERSAbout Joseph M. Harvey
Joseph M. Harvey (age 61) is Chief Executive Officer of Cohen & Steers, Inc. (CNS) and Cohen & Steers Capital Management, Inc., director since August 2019, and joined the firm in 1992; he previously served as President (2003–2024), CIO (2003–2019), and Acting CEO (Feb–Jun 2021). He holds a BSE from Princeton University . CNS’s 2024 operating performance improved: revenues $517.4M (+5.7% y/y), operating margin 33.4% (35.4% as adjusted), and diluted EPS $2.97 ($2.93 as adjusted) . Investment results were strong with 95% of portfolios outperforming benchmarks on 1-year and 96%/97%/99% on 3/5/10-year bases, and 94% of U.S. open-end AUM with 4- or 5-star Overall Morningstar Ratings as of 12/31/24 . CNS’s Pay-Versus-Performance disclosure shows TSR value of 175.38 for 2024 (value of initial $100 investment in designated peer comparison), up from 139.71 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cohen & Steers, Inc. | Chief Executive Officer | 2022–present | Led succession (President transition to Jon Cheigh), expanded product lineup (ETFs), advanced private real estate initiatives (CNS Income Opportunities REIT), and strengthened investment/distribution capabilities . |
| Cohen & Steers, Inc. | Acting Chief Executive Officer | Feb–Jun 2021 | Ensured leadership continuity during transition . |
| Cohen & Steers, Inc. | President | 2003–2024 | Oversaw firm-wide strategy and execution alongside CIO responsibilities until 2019 . |
| Cohen & Steers, Inc. | Chief Investment Officer | 2003–2019 | Drove investment process and performance across strategies . |
| Cohen & Steers, Inc. | Portfolio Manager | 1998–2016 | Managed listed real estate strategies; contributed to long-term outperformance . |
| Cohen & Steers, Inc. | REIT Analyst | 1992–1998 | Built domain expertise and research coverage foundational to the firm’s real assets focus . |
| Robert A. Stanger Co. | Vice President/Analyst (real estate, O&G) | Five years prior to 1992 | Sector-specialist analysis supporting research/consulting; formative experience for real assets strategy . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cohen & Steers Income Opportunities REIT, Inc. | Director | N/A | Oversees private real estate investment vehicle launched/acquiring assets in 2024 . |
| Cohen & Steers Capital Management, Inc. | Director | N/A | Governance of CNS’s primary investment adviser subsidiary . |
| CNS U.S. open-end funds, closed-end funds, ETFs | Director and Chairman | N/A | Chairs boards of the firm’s U.S. registered products, aligning corporate and fund governance . |
Fixed Compensation
| Year | Base Salary ($) | Other Fixed/Recurring Items |
|---|---|---|
| 2024 | 600,000 | 401(k) match $15,250; dividend-equivalent RSUs accrued $325,886; total “All Other Compensation” $341,136 . |
| 2023 | 600,000 | 401(k) match $15,000; dividend-equivalent RSUs $322,094; total $337,094 . |
| 2022 | 600,000 | 401(k) match $13,500; dividend-equivalent RSUs $284,692; total $292,795 . |
- Benefits/perqs: eligible for standard employee benefits (ESPP with 15% discount; 401(k) with 50% match vesting over 5 years) .
- Hedging prohibited under Insider Trading Policy; clawback policy compliant with SEC/NYSE rules adopted (mandatory recovery after restatement on a no-fault basis) .
Performance Compensation
- Philosophy: Largest component of total pay; cash bonus plus equity via mandatory deferral into RSUs; Compensation Committee uses holistic, discretionary assessment of financial (revenue, operating/net income, margin, organic growth, AUM), investment (benchmark-relative over multi-period), and strategic objectives (product launches, client retention, human capital, succession) with peer context; no preset formulas/weights .
- CEO 2024 outcome: Total compensation increased 30% vs 2023, returning to 2022 level; 90.8% performance incentives; 72.6% delivered as deferred RSUs .
| Performance Year | Base Salary ($) | Cash Bonus ($) | Mandatory RSU Deferral ($) | RSU Grants ($) | Total Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 600,000 | 1,180,000 | 4,720,000 | — | 6,500,000 |
| 2023 | 600,000 | 880,000 | 3,520,000 | — | 5,000,000 |
| 2022 | 600,000 | 1,180,000 | 4,720,000 | — | 6,500,000 |
Detailed incentive framework (metrics, targets, vesting):
| Metric Category | Weighting | Target | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Financial (revenue, operating margin, EPS; relative/absolute vs peers; organic growth/AUM) | Not formulaic; committee discretion | Not pre-set; assessed annually | Revenue $517.4M; margin 33.4% (35.4% adj.); diluted EPS $2.97 ($2.93 adj.) | Cash $1.18M; RSU deferral $4.72M | RSUs vest ratably over 4 years; dividends accrue as RSU equivalents vesting on final tranche . |
| Investment (benchmark-relative multi-period) | Not formulaic | Not pre-set | 95%/96%/97%/99% outperformance for 1/3/5/10-year; 94% Morningstar 4/5-star AUM | Included in above | As above . |
| Strategic (products, distribution, private real estate, talent/succession) | Not formulaic | Not pre-set | ETF preparations; private REIT build-out; infra/talent investments | Included in above | As above . |
Notes:
- CNS does not currently grant options; equity is RSUs via mandatory deferral and grants; RSUs generally vest ratably over four years; dividend equivalents accrue in RSUs and vest on final tranche .
- 2024 stock vested for Harvey: 55,845 shares; value realized $4,044,295 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,442,232 shares; 2.9% of outstanding . |
| RSUs held (unvested at 12/31/24) | 152,039 units (incl. 13,627 dividend equivalents); market value $14,039,281 at $92.34 . |
| Ownership footnote details | Includes 305,000 shares owned by an LLC where Harvey is investment manager; interests held by a family trust . |
| Options | None outstanding . |
| Pledging/Hedging | Hedging prohibited; ownership guidelines not formally adopted; note that individuals “may, from time to time, hold shares in accounts that have a margin feature” (potential pledging risk not explicitly disclosed) . |
| Ownership guidelines | None (rationale: executives/directors collectively own a meaningful percentage) . |
Vesting schedule detail (as of 12/31/24):
- 11,956 RSUs granted 1/29/21 vested on last business day of Jan 2025 .
- 28,600 RSUs granted 1/31/22 vest ratably on last business day of Jan 2025 and Jan 2026 .
- 48,760 RSUs granted 1/31/23 vest ratably on last business day of Jan 2025, Jan 2026, Jan 2027 .
- 49,096 RSUs granted 1/31/24 vest ratably on last business day of Jan 2025, Jan 2026, Jan 2027, Jan 2028 .
- Dividend-equivalent RSUs (13,627) vest on the final vesting date of the original grant(s) .
Insider-selling/pressure indicators:
- Regular January vesting cadence (2025–2028) and significant unvested RSU balance may create periodic supply as awards deliver and taxes are settled .
- No hedging permitted; potential margin features noted in ownership table could indicate, but do not confirm, any pledging .
Employment Terms
| Provision | Harvey (CEO) |
|---|---|
| Employment agreement | Not disclosed; compensation set annually by Compensation Committee . |
| Term/auto-renewal | Not disclosed. |
| Severance multiple (salary/bonus) | Not disclosed; no cash severance multiple reported -. |
| Change-in-control treatment | Double-trigger RSU acceleration: if terminated without cause or resigns for good reason within 2 years post-CIC, all unvested RSUs vest; also accelerates upon death/disability . |
| Potential payout (as of 12/31/24) | Unvested RSUs value $14,039,281 upon CIC+Qualifying termination or death/disability (at $92.34) . |
| “Cause” / “Good Reason” | Defined in RSU award agreements; includes nonperformance/misconduct for cause; pay failure/sustained diminution for good reason (with cure periods) . |
| Restrictive covenants | Equity awards subject to forfeiture/clawback and restrictive covenants; firm-wide insider trading/hedging prohibitions; SEC/NYSE-compliant clawback policy . |
| Non-compete/Non-solicit | Not specifically disclosed for Harvey beyond equity-related restrictions and policy framework . |
Board Governance
- Board service: Director since August 2019; not independent (executive officer) .
- Board/committee structure: Chairman (Martin Cohen, non-executive) and Executive Chairman (Robert Steers) roles separate from CEO since 2014; no Lead Independent Director; Audit, Compensation, and Nominating committees composed entirely of independent directors; Harvey does not serve on Board committees .
- Meetings/attendance: Board met 6x in 2024; all directors attended ≥75% of Board/committee meetings; directors generally attend the annual shareholder meeting .
- Executive sessions: Non-management directors hold executive sessions each quarterly meeting; independent-only sessions at least annually .
- Ownership concentration: Founders Robert Steers (~23.3%) and Martin Cohen (~17.8%) beneficially own/control shares, enabling meaningful influence over director elections and other shareholder actions .
- Director pay: Executive directors (including Harvey) receive no additional pay for Board service .
Director Compensation (Harvey as Director)
- Compensation for director role: None; as an executive officer, Harvey does not receive additional director compensation .
- Non-management director program (context): $210,000 total annual retainer ($100k cash; $110k RSUs) plus committee/Chair retainers; RSUs are 100% vested on grant and delivered in 3 years .
Compensation Peer Group and Say‑on‑Pay
- Benchmarking: Compensation Committee uses McLagan; reviews a survey of ~47 public/private asset managers ($50–$400B AUM) and a set of mid-sized public asset managers (e.g., Artisan, Victory, Virtus, Federated Hermes, Janus Henderson, WisdomTree, Westwood) .
- Consultant independence: McLagan deemed independent, no conflicts .
- Say-on-Pay: 93.55% approval in 2024; frequency vote supports annual say-on-pay (98.21% in 2023); next say-on-pay in 2026, next frequency vote expected in 2029 .
Related Party Transactions and Policies
- Policy: Audit Committee reviews/approves related party transactions >$120,000; governance includes recusal of interested directors; ordinary-course investment services at market terms are excluded .
- Registration rights: Founders (Cohen/Steers and related trusts) have IPO-era registration rights; company bears expenses for first 10 demand registrations and “piggyback” rights subject to underwriter limits .
- No Harvey-specific related party transactions disclosed in 2024 proxy beyond standard ownership .
Performance & Track Record
- Operating/financial execution: 2024 revenues up 5.7%, margin 33.4% (35.4% adjusted), EPS $2.97; open-end funds experienced organic growth .
- Investment alpha: Broad-based multi-period benchmark outperformance (95% 1-year; 96%/97%/99% over longer periods), strong Morningstar ratings coverage .
- Strategic initiatives: Prepared three active ETFs; built private real estate platform (CNS Income Opportunities REIT began acquiring assets); strengthened infrastructure and talent pipelines .
- TSR trend (PVP disclosure): TSR value 175.38 in 2024 vs 139.71 in 2023 (peer group TSR value 257.30 in 2024) .
Compensation Structure Analysis (Signals)
- High at-risk mix: 2024 CEO total pay 90.8% variable; 72.6% in deferred RSUs, aligning with long-term equity performance and creating retention via 4-year vesting .
- No options; RSU-centric: Reduces leverage vs options but provides steadier value; consistent with current industry practice .
- Discretionary framework: No rigid formulas/weights; Committee references peer context and multi-dimensional performance, allowing judgment but limiting transparency of explicit targets .
- Clawback and hedging ban: Strengthens alignment and mitigates excessive risk-taking .
- Ownership guidelines: None; while insiders collectively own significant equity, absence of formal guidelines is a governance gap relative to many peers .
Risk Indicators & Red Flags
- Ownership concentration: Founders hold ~41% combined, enabling significant influence; Harvey also holds ~2.9%—positive alignment, but concentration could limit external oversight .
- No formal ownership guidelines: Potential governance shortfall vs peers .
- Potential margin features: Proxy notes holdings may be in accounts with margin features; no explicit pledging disclosure; monitor for any future pledge disclosures (risk of forced selling) .
- Strong controls: Hedging prohibited; clawback adopted; Compensation Committee independence and consultant independence affirmed .
- Say-on-Pay support: High approval (93.55%) indicates low current shareholder concern on pay .
Equity Ownership & Vesting Detail (Additional Tables)
Harvey Beneficial Ownership and RSUs (as of 3/6/25 and 12/31/24)
| Metric | Amount |
|---|---|
| Common shares beneficially owned | 1,442,232 |
| Percent of shares outstanding | 2.9% |
| RSUs held (unvested) | 152,039; market value $14,039,281 at $92.34 |
| Notable footnote | Includes 305,000 shares via LLC managed by Harvey; all LLC interests held by a family trust |
Unvested RSUs by Grant (as of 12/31/24)
| Grant Date | Unvested Units | Vesting Schedule |
|---|---|---|
| 1/29/2021 | 11,956 | Vested on last business day of Jan 2025 . |
| 1/31/2022 | 28,600 | Ratable on last business day of Jan 2025 and Jan 2026 . |
| 1/31/2023 | 48,760 | Ratable on last business day of Jan 2025, Jan 2026, Jan 2027 . |
| 1/31/2024 | 49,096 | Ratable on last business day of Jan 2025, Jan 2026, Jan 2027, Jan 2028 . |
| Dividend-equivalent RSUs | 13,627 | Vest on final vesting date of original grant(s) . |
2024 Shares Vested and Value Realized
| Metric | Amount |
|---|---|
| Shares vested | 55,845 |
| Value realized on vesting | $4,044,295 |
Board Service, Independence, and Dual-Role Considerations
- Harvey is CEO and a director (since 2019), and is not independent under NYSE standards; Board Chair (Cohen) and Executive Chair (Steers) roles are separate from CEO, which mitigates CEO/Chair dual-role concerns, but the Board has no Lead Independent Director .
- Strong independent committee structure and regular executive sessions support oversight; however, founder ownership concentration can meaningfully influence Board composition and votes .
- As an executive director, Harvey receives no director compensation, avoiding double-dipping concerns .
Employment Terms (Change-in-Control Economics)
| Scenario (as of 12/31/24) | Estimated Value |
|---|---|
| CIC + (termination without cause or resignation for good reason) | $14,039,281 (unvested RSUs accelerate) . |
| Death or Disability | $14,039,281 (unvested RSUs accelerate) . |
Definitions and policy mechanics summarized in Employment Terms section above .
Investment Implications
- Alignment/retention: High equity deferral (72.6% of CEO 2024 pay as RSUs) and multi-year vesting create strong retention and alignment; watch January vesting windows (2025–2028) for potential trading/liquidity events as awards deliver .
- Pay-for-performance: Discretionary but multi-dimensional framework tied to financial, investment, and strategic outcomes; 2024 cash/RSU payouts rise with improved financials and strong investment performance; continued outperformance supports sustainability of variable pay .
- Governance risk offsets: No hedging, robust clawback, independent committees, and separated Chair/CEO roles are positives; gaps include no formal stock ownership guidelines and absence of a Lead Independent Director; founder control can influence outcomes .
- Trading signals: Significant unvested RSU inventory and January vest cadence could create periodic supply; monitor Form 4s around late January and dividend RSU accrual patterns; note margin-account language in ownership footnotes for potential pledging risk, though none is disclosed .
- Succession/execution: 2025 President transition (Cheigh) under Harvey’s leadership, ETF launches, and private real estate platform scale-up are key execution levers; sustained investment outperformance remains the central driver of fee resilience and organic growth .