Michael Donohue
COHEN & STEERSAbout Michael Donohue
Michael T. Donohue is Interim Chief Financial Officer (CFO) of Cohen & Steers, Inc. (CNS) effective October 17, 2025; he continues to serve as Senior Vice President and Controller (joined May 2023). He is 50 years old, holds a BS in Accounting from Pennsylvania State University and an MBA from Villanova University, and previously served as Managing Director and Corporate Controller at Hamilton Lane, with earlier roles at PQ Corporation and KPMG LLP . He signed the CFO Sarbanes–Oxley 302/906 certifications and the company’s Q3 2025 Form 10-Q, evidencing functional control over disclosure and financial reporting as of October 31, 2025 . Context on company performance: 2024 revenues were $517.4 million (+5.7% YoY), operating margin 33.4% (35.4% as adjusted), and diluted EPS $2.97 ($2.93 as adjusted); the 2024 pay-versus-performance TSR “value of $100” was 175.38 versus a peer index at 257.30 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hamilton Lane | Managing Director & Corporate Controller | 2008–2023 | Helped lead the firm’s 2017 IPO and transitioned Finance/Reporting functions . |
| PQ Corporation | Assistant Controller | n/d | Corporate finance and accounting roles (pre-Hamilton Lane) . |
| KPMG LLP | Manager | n/d | Public accounting foundation; audit/controls experience . |
Fixed Compensation
| Component | Amount | Timing | Notes |
|---|---|---|---|
| Appointment bonus – Cash | $150,000 | Payable Q1 2026 | Approved upon appointment as Interim CFO . |
| Appointment equity – RSUs | $150,000 (grant-date $ value) | Granted Oct 17, 2025 | Number of RSUs = $150,000 ÷ CNS closing price on 10/17/2025; vests ratably over 4 years on each annual anniversary of grant; terms align with executive RSU program and include customary restrictive covenants (non‑interference, non‑solicit, non‑disparagement) . |
No base salary for Mr. Donohue has been disclosed in SEC filings to date; only the interim appointment bonus elements above are specified .
Performance Compensation
| Metric/Plan element | Weighting | Target | Actual/Payout | Vesting/Delivery |
|---|---|---|---|---|
| Interim appointment bonus (cash) | n/a | n/a | $150,000 | Cash in Q1 2026 . |
| Interim appointment RSUs | n/a | n/a | $150,000 grant-date fair value (shares per 10/17/2025 close) | 25% per year over 4 years from 10/17/2025 . |
The 8‑K did not tie Mr. Donohue’s interim bonus/RSUs to specific financial or investment metrics. Company-wide, the Compensation Committee evaluates executives against financial (revenue, operating income/margin, organic growth), investment performance vs benchmarks, and strategic goals, with no preset formulaic weights .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 23,864 shares, including 17,604 RSUs “previously granted” (as of Form 3 filing) . |
| Ownership as % of shares outstanding | ~0.05% (23,864 / 50,972,009 shares outstanding at 3/6/2025; author calculation) . |
| Vested vs unvested | Not broken out in Form 3; footnote identifies inclusion of 17,604 RSUs; vesting status not specified in Form 3 . |
| Options (exercisable/unexercisable) | None disclosed for Mr. Donohue; Form 3 lists no options . |
| Pledging/Hedging | Hedging prohibited by Insider Trading Policy. Pledging policy not explicitly stated; proxy notes directors/executives “may, from time to time, hold shares in accounts that have a margin feature.” No pledges disclosed for Mr. Donohue . |
| Ownership guidelines | Company does not maintain formal stock ownership guidelines for executives/directors, citing substantial existing insider ownership; thus no individual compliance target applies to Mr. Donohue . |
| New grant vesting cadence | Appointment RSUs vest in 4 equal annual tranches on each Oct 17 from 2026–2029, creating periodic settlement windows (potential supply) . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Interim CFO effective October 17, 2025; retains SVP & Controller roles . |
| One-time award economics | $300,000 total: $150,000 cash (Q1’26) + $150,000 in RSUs granted 10/17/2025; RSUs vest over 4 years; terms aligned with executive RSUs and include restrictive covenants . |
| Clawback | Company maintains an incentive compensation recoupment policy compliant with Exchange Act §10D/Rule 10D‑1/NYSE §303A.14; mandatory recovery of erroneously awarded incentive‑based compensation after accounting restatements on a no‑fault basis, covering executives . |
| Hedging/shorting | Prohibited (puts, calls, derivatives, short sales, “sell against the box”) under Insider Trading Policy . |
| Change‑of‑control (CoC) | For named executive officers, RSUs accelerate on a double‑trigger (termination without cause or resignation for good reason within two years following a CoC); also accelerate on death/disability. Mr. Donohue’s 8‑K says his RSUs are on terms “the same as… executive officers generally,” but CoC terms specific to him are not separately enumerated in the 8‑K . |
| Non‑compete/other covenants | The 8‑K cites customary non‑interference, non‑solicitation and non‑disparagement covenants for the RSUs . |
| Contract term/severance | No individual employment agreement or severance/change‑in‑control cash multiples disclosed for Mr. Donohue in available filings . |
Track Record & Signals
- SEC officer certifications: As Interim CFO, Donohue executed the SOX 302 and 906 certifications for Q3 2025 and signed the 10‑Q, indicating responsibility over disclosure controls and financial reporting at quarter‑end .
- Section 16 filings: Initial Form 3 filed October 20, 2025; it reports 23,864 shares including 17,604 RSUs. No Form 4 transactions are present in the available filings to date, implying no reported open‑market sales/purchases since appointment as of those filings .
Say‑on‑Pay & Committee Context (Company‑level)
- Say‑on‑pay support: 93.55% approval on the most recent annual vote (2024 proxy), indicating strong investor acceptance of the executive pay framework .
- Compensation Committee: Independent directors oversee executive pay; McLagan advises; pay emphasizes variable incentives and equity deferral with multi‑year vesting .
Investment Implications
- Alignment and overhang: The interim award is modest ($300k), with 50% in multi‑year RSUs; first vest on Oct 17, 2026 creates a small, periodic settlement cadence. Given his sub‑0.1% ownership, insider‑selling pressure from Donohue specifically should be limited absent additional grants or promotions .
- Governance safeguards: Prohibitions on hedging and a robust, no‑fault clawback reduce misalignment and restatement risk associated with incentive pay .
- Transition risk vs continuity: Appointment from the Controller role supports continuity of controls and reporting; Q3 2025 certifications and timely filings mitigate near‑term execution risk during the CFO transition .
- Pay‑for‑performance backdrop: While Donohue’s interim award lacks explicit metrics in the 8‑K, CNS’s broader incentive design ties senior pay to financial performance, investment results vs benchmarks, and strategic goals; shareholder support (93.55%) suggests limited near‑term controversy around pay practices .
Sources: Appointment and award terms ; Form 3 ownership ; Q3 2025 signatures/certifications ; performance context (revenues, margin, EPS, TSR table) ; hedging/clawback/ownership‑guideline policies ; shares outstanding for ownership % calculation .