Robert H. Steers
COHEN & STEERSAbout Robert H. Steers
Robert H. Steers (age 72) is Executive Chairman and a director of Cohen & Steers, Inc. (CNS). He co‑founded the firm in 1986 and served as co‑CEO until 2014 and as CEO until 2022; he has been a director since August 2004. He holds a BS from Georgetown University and an MBA from George Washington University. Company performance context: in 2024, CNS revenues were $517.4 million (+5.7% YoY), operating margin was 33.4% (35.4% as adjusted), and diluted EPS was $2.97 ($2.93 as adjusted). Total shareholder return (SEC “value of $100” approach) stood at 175.38 for 2024 (vs. 139.71 for 2023 and 114.67 for 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cohen & Steers, Inc. | Executive Chairman; previously CEO; Co‑CEO/Co‑Chairman | Director since 2004; Co‑CEO to 2014; CEO to 2022; Executive Chairman thereafter | Founder leadership; scaled real assets franchise; led succession to non‑founder CEO in 2022 . |
| Cohen & Steers Capital Management, Inc. | Executive Chairman | Current | Oversight of operating subsidiary and firm strategy . |
| National Securities & Research Corp. | SVP & Chief Investment Officer | 1982–1986 | Launched nation’s first real estate securities mutual fund (1985) with co‑founder Martin Cohen . |
| Citibank | Vice President; Analyst/PM (Emerging Growth Stock Fund) | 1977–1982 | Public equities investment management experience . |
External Roles
| Organization | Role | Years | Relevance |
|---|---|---|---|
| Cohen & Steers Income Opportunities REIT, Inc. | Chairman of the Board | Current | Expands firm’s private real estate footprint . |
| Georgetown University | Chairman, Executive Committee of the Steers Center for Global Real Estate; Member, Endowment Investment Committee | Current | Real estate academic sponsorship and endowment oversight . |
Fixed Compensation
- Employment agreement base salary framework for Mr. Steers is $500,000 (adjusted to $500,000 effective March 1, 2022; prior $650,000), with annual bonus at the Compensation Committee’s discretion .
- He does not receive additional director fees as an executive director .
Performance Compensation
- Incentive design: No preset formulas; awards reflect qualitative/quantitative judgment across financial (revenue, operating income/margin, net income, organic growth/AUM), investment (benchmark-relative results over multi‑year horizons), and strategic objectives (products, distribution, human capital, succession) .
- Equity deferral: A portion of annual incentives is mandatorily deferred into RSUs that generally vest ratably over four years; dividend equivalents accrue in additional RSUs and vest with the final tranche .
- Retirement modification: Under a November 4, 2021 letter agreement, upon his retirement as Executive Chairman, all then‑unvested RSUs immediately vest with shares delivered on the original schedules, subject to ongoing compliance (effectively converting to vested/undelivered status) .
2022 Compensation (committee-evaluated, ascribed to 2022 performance)
| Metric | 2020 | 2021 | 2022 |
|---|---|---|---|
| Base Salary ($) | 684,872 | 650,000 | 525,000 |
| Cash Bonus ($) | 915,032 | 1,220,000 | 395,000 |
| Mandatory RSU Deferral ($) | 2,745,096 | 4,880,000 | 1,580,000 |
| RSU Grants ($) | 405,000 | — | — |
| Total Compensation ($) | 4,750,000 | 6,750,000 | 2,500,000 |
Notes:
- 2022 compensation down 63% YoY reflecting transition to Executive Chairman and committee’s assessment; 79% of 2022 total was variable, with 63.2% in deferred RSUs .
- In SEC Summary Compensation Table (SCT), his 2022 total was $6,098,150 due to ASC 718 grant-date values and prior award accounting; the committee’s “performance‑year” view above shows pay actually tied to 2022 outcomes .
Vesting specifics and sizes (as of 12/31/2022)
| Award Detail | Amount |
|---|---|
| Unvested RSUs (12/31/2022) | 144,812 units; includes 59,138 units (1/31/2022 grant) vesting ratably through 2026; 35,445 units (1/29/2021 grant) vesting through 2025; 19,569 units (1/31/2020 grant) vesting through 2024; plus 14,926 dividend-equivalent RSUs . |
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Shares) | % Outstanding | RSUs Held (Non‑voting) | Structure / Notes |
|---|---|---|---|---|
| Mar 9, 2023 | 11,781,717 | 23.99% | 107,284 | Includes 6,928,457 shares via 2018 Revocable Trust; 950,920 via Sunnyridge GST Exempt Family Trust; 3,838,897 via Hilltop GST Non‑Exempt Descendants’ Trust; plus 334 in Hamilton‑Steers 2017 Trust; disclaims beneficial ownership for certain family trusts . |
| Mar 6, 2025 | 11,792,485 | 23.3% | 31,770 | Updated trust attributions disclosed; similar structure . |
Additional alignment and policies:
- No formal stock ownership guidelines (company cites concentrated insider ownership as alignment mechanism) .
- Anti‑hedging policy prohibits hedging and short sales by directors and employees .
- Pledging: proxy footnotes state directors may hold shares in accounts that “have a margin feature,” but no specific pledges are disclosed .
- Founders’ influence: As of Mar 6, 2025, Mr. Steers (23.3%) and Chairman Martin Cohen (17.8%) together control ~41.1% of shares, enabling meaningful influence on director elections and corporate actions .
Employment Terms
| Term | Key Economics / Terms |
|---|---|
| Agreement / Term | Employment agreement (initial 3‑year term; auto‑renewal unless 60‑day non‑renewal notice) . |
| Base / Bonus | Base $500,000 (effective Mar 1, 2022; previously $650k); bonus at committee discretion . |
| Severance (non‑CoC) | 2x (base + target bonus) lump sum upon qualifying termination (without cause or for good reason) plus accrued benefits . |
| Severance (CoC) | 3x (base + target bonus) upon qualifying termination within two years post‑CoC; “double trigger” . |
| RSU treatment | For NEO plans generally: double‑trigger vesting upon CoC termination; for Mr. Steers, 11/4/2021 letter provides immediate vesting at retirement with scheduled deliveries subject to compliance . |
| Medical | Lifetime continued medical coverage for Mr. Steers and eligible dependents if employment terminates for any reason other than for cause (he pays active-employee premiums); actuarial disclosed value $510,154 used in potential payments table . |
| Excise Tax Gross‑up | 280G parachute excise tax gross‑up provided under his employment agreement for CoC qualifying terminations . |
| Restrictive Covenants | Post‑termination non‑compete and non‑solicit (generally one year for certain terminations) and additional non‑compete/non‑interference restrictions through final RSU delivery under the 2021 letter agreement . |
| Clawback | Company adopted Dodd‑Frank compliant incentive compensation recoupment policy (Rule 10D‑1) . |
Board Governance
- Role and independence: Executive Chairman and director; not independent under NYSE standards .
- Board structure: CEO and Chair roles separated since 2014; no Lead Independent Director given size/independence of board; independent director executive sessions occur; non‑management sessions chaired by the non‑executive Chair (Martin Cohen) .
- Committees: Audit, Compensation, and Nominating committees are fully independent; Mr. Steers does not serve on these committees .
- Service history: Director since 2004; biography notes extensive investment leadership and fund board roles (he previously chaired CNS U.S. funds through 2021) .
- Attendance: The Board met 6 times in 2024; each director attended ≥75% of meetings and their committees .
- Director pay: Executive officers (including Mr. Steers) receive no additional director compensation .
Director Compensation (for context; excludes Mr. Steers)
- Non‑management directors receive $210k annual retainer ($100k cash, $110k RSUs; RSUs 100% vested at grant with delivery at the 3‑year anniversary), plus chair and committee retainers as applicable .
- 2024 director compensation is detailed in the proxy; Mr. Steers did not receive director fees .
Compensation Structure Analysis
- Mix shift and magnitude: Mr. Steers’ total “performance‑year” compensation fell 63% YoY in 2022 as he moved from CEO to Executive Chairman, with a heavy equity‑deferral component maintained (63.2% in deferred RSUs) .
- Equity design: No options; RSUs vest over four years with dividend‑equivalent RSUs vesting at the final tranche; company has not timed MNPI/awards for value effects .
- Policy enhancements: Formal clawback adopted; anti‑hedging policy in place .
- Red flags: Legacy 280G gross‑up in employment agreement; modified RSU treatment at retirement via 2021 letter agreement (accelerated vesting with scheduled deliveries) .
Say‑on‑Pay & Shareholder Feedback
| Year | Proposal | Result |
|---|---|---|
| 2024 | Advisory vote on executive compensation | 93.55% “For” . |
| 2023 | Frequency of say‑on‑pay | 98.21% voted for annual frequency . |
| 2022 (reported in 2023 proxy) | Advisory vote on executive compensation | 90.5% “For” . |
Compensation Peer Group (for program governance)
- Committee uses McLagan data from two cohorts: (1) a large survey of public/private asset managers (~$50–$400B AUM in 2024 set), and (2) a mid‑cap public asset manager peer set (Artisan, Federated Hermes, Janus Henderson, Victory, Virtus, WisdomTree, Westwood) .
- McLagan was assessed independent; no conflicts found .
Performance & Track Record
- 2024 business performance highlights: 5.7% YoY revenue growth to $517.4m; operating margin 33.4% (35.4% as adjusted); diluted EPS $2.97 ($2.93 as adjusted); strong investment outperformance across strategies (e.g., 95% of portfolios > benchmarks on 1‑yr; 96–99% on 3–10 yrs by AUM) .
- Strategic initiatives under Mr. Steers’ leadership and advisory role included developing private real estate platforms (Cohen & Steers Income Opportunities REIT) and expanding product set (including active ETFs) .
- TSR progression (SEC “$100” methodology): 2022 = 114.67; 2023 = 139.71; 2024 = 175.38 .
Equity Ownership & Trading Pressure Signals
- Large insider ownership (Mr. Steers at 23.3%) aligns long‑term horizons but concentrates voting power; together with Martin Cohen (17.8%), founders can significantly influence outcomes .
- RSU deliveries occur on scheduled dates; Mr. Steers’ 2021 retirement letter converts unvested RSUs to vested/undelivered (subject to covenants), smoothing delivery but not implying selling; no Form 4‑based selling pressure is disclosed in the proxy .
- Anti‑hedging policy in force; pledging not specifically disclosed (margin feature may exist in certain accounts per footnote) .
Related Party Transactions
- Policy requires Audit Committee (or independent body) approval/ratification of related‑party transactions; members with interests must recuse. No specific related‑party transactions involving Mr. Steers are disclosed in the latest proxy .
Board Governance – Dual‑Role Implications
- Executive Chairman + significant ownership + non‑independent status can raise checks‑and‑balances concerns; mitigants include a majority‑independent board, fully independent key committees, separated CEO/Chair roles, and regular independent director executive sessions. The board does not maintain a Lead Independent Director, citing size and effectiveness of current structures .
Investment Implications
- Alignment: Extraordinary founder ownership (23.3%) tightly aligns Mr. Steers with long‑term TSR; anti‑hedging policy and multi‑year RSU schedules reinforce alignment .
- Governance risks: Legacy 280G gross‑up and retirement RSU modification are shareholder‑unfriendly features by current standards; absence of a Lead Independent Director and concentrated voting control merit monitoring, though committees are independent and say‑on‑pay support remains strong (93.6%) .
- Retention/transition: The 2021 letter agreement reduces forfeiture risk of equity on retirement (good for succession continuity but a softer retention lever); restrictive covenants protect the franchise during and after transition .
- Trading signals: No specific pledge or systematic selling disclosures; RSU delivery calendars plus very large long‑term holdings suggest limited near‑term selling pressure from the Executive Chairman absent separate filings; monitor Form 4s and 8‑Ks for changes.
- Performance linkage: Pay design is heavily variable and equity‑deferred, with committee judgment tied to investment, financial, and strategic objectives; continued investment outperformance and revenue growth support alignment, but macro sensitivity (real assets) remains a fundamental driver .
Sources: 2025 DEF 14A (filed Mar 21, 2025) and 2023 DEF 14A (filed Mar 24, 2023), as cited throughout.