Martin Cohen

About Martin Cohen

Martin Cohen (age 76) is Chairman of the Board and a director of Cohen & Steers, Inc.; he has served as a director since August 2004 and was co-CEO/co-chairman until 2014, then Executive Chairman until retiring from the company in February 2016. He co-founded Cohen & Steers in 1986 and previously led pioneering real estate securities funds at National Securities and Research Corporation (1985) and Citibank (1980). Cohen holds a BS from City College of New York and an MBA from New York University .

Past Roles

External Roles

Board Governance

• Independence status: The Board determined Martin Cohen is not independent under NYSE standards; Messrs. Cohen, Steers, and Harvey were classified as non-independent directors as of Feb 20, 2025 .
• Committee assignments: Cohen is not listed as a member of the Audit, Compensation, or Nominating Committees; these committees are composed entirely of independent directors .
• Chair roles: He serves as non-executive Chairman of the Board and chairs executive sessions of non-management directors; executive sessions of only independent directors are chaired on a rotational basis by an independent director .
• Board leadership structure: CNS separates the Chairman and CEO roles (since 2014) and does not have a lead independent director; the Board and Nominating Committee believe a lead independent is unnecessary given the majority-independent composition and governance processes .
• Attendance and engagement:
  • Meetings held in 2024: Board (6), Audit (8), Compensation (3), Nominating (3) .
  • Attendance: Each director attended at least 75% of meetings of the Board and committees on which they served; all directors serving at the time attended the 2024 annual meeting .

Fixed Compensation

• Structure for non-management directors: Annual retainer $210,000 ($100,000 cash; $110,000 RSUs, granted quarterly, 100% vested at grant, delivered in three years; dividends paid in cash); additional retainers: Chairman of the Board $180,000 cash; Audit Chair $15,000; Compensation Chair $7,500; Nominating Chair $5,000; Audit Committee members $15,000; Compensation Committee members $7,500; Nominating Committee members $5,000 (quarterly in arrears) .
• Co-investment opportunity: Directors/officers may co-invest in certain company-advised vehicles without management fees or carried interest .

Performance Compensation

• Non-management director compensation is not performance-based; RSUs are fully vested at grant and delivered after three years; dividends on common stock are paid in cash to non-management directors .
• Quarterly RSU grant detail for 2024 (Cohen):

Other Directorships & Interlocks

• Current public company boards: None disclosed for Martin Cohen beyond CNS .
• Interlocks/related roles: Not disclosed; Board independence determination noted some directors are or are considering becoming investors in company-managed funds; Board did not deem this material .

Expertise & Qualifications

• Real assets and listed real estate pioneer; co-founded specialized asset manager in 1986 .
• Track record launching first real estate securities mutual fund (1985) and Citibank Real Estate Stock Fund (1980) .
• Education: BS (City College of New York), MBA (NYU) .
• Industry governance: Former NAREIT Board of Governors .

Equity Ownership

• Cohen is a significant shareholder and 10% beneficial owner; his ownership provides strong alignment but also concentrated influence over outcomes requiring shareholder approval .

• Company policy: Directors and employees are prohibited from hedging company securities; the proxy notes individuals may hold shares in accounts with a margin feature, but no pledging is disclosed; the company does not maintain formal director/executive stock ownership guidelines, citing meaningful collective ownership .

Insider Trades (recent)

Governance Assessment

• Strengths

  • Founder with deep domain expertise and long-tenured leadership in real assets; valuable strategic and historical knowledge for Board oversight .
  • Clear separation of Chair and CEO roles; structured committee system with fully independent membership; regular executive sessions of independent directors .
  • Robust insider trading and hedging prohibitions; formal clawback policy adopted for incentive compensation (executives) per SEC/NYSE rules .

• Concerns and potential red flags

  • Concentrated ownership and control: Cohen beneficially owns 17.8% of outstanding shares; combined founder holdings (Cohen and Steers) confer meaningful influence over director elections and shareholder approvals, potentially reducing minority shareholder power .
  • Independence optics: Chairman is not independent; Board lacks a lead independent director; Cohen chairs non-management executive sessions, which may limit purely independent oversight dynamics .
  • Related-party/perquisite exposure: Continued employer-paid portion of medical/dental coverage under a prior employment agreement is unusual for non-management directors; modest in size but notable for governance optics .
  • Co-investment arrangements: Directors/officers may co-invest in company-managed vehicles without fees/carry; while customary in asset management, it warrants monitoring for potential conflicts in fund oversight decisions .
  • Ownership guidelines: Absence of formal stock ownership guidelines for directors/executives (despite high insider ownership) may reduce codified alignment standards, though practical alignment is strong .

• Attendance/Engagement: 2024 attendance exceeded 75% for all directors; Cohen’s role includes chairing executive sessions and Board leadership, indicating active engagement .

Other Notes and Policies

• Related party transactions policy requires Audit Committee or disinterested independent approval for Item 404(a) transactions over $120,000; routine client/product transactions at market terms are exempt .
• Board diversity disclosure and ongoing governance guideline review suggest attention to board composition and oversight processes .

Overall, Cohen’s founder experience and significant ownership provide alignment and continuity but present independence and concentration risks. The lack of a lead independent director and ongoing perquisite coverage are governance signals to monitor, alongside any future related-party transactions or changes in committee structures .