Jonathan R. Levin
About Jonathan R. Levin
Jonathan R. Levin is President of GCM Grosvenor, joined the firm in 2011, became President in 2017, and has served as a Director since November 2020; age 43, Harvard A.B. in Economics; prior roles include Treasurer and Head of Investor Relations at KKR and an analyst at Bear Stearns, and he serves on multiple firm Investment Committees . Company performance during his board tenure shows total shareholder return values (initial $100) of $81 (2021), $62 (2022), $77 (2023), and $110 (2024), while Fee-Related Earnings rose from $120.4m (2021) to $166.4m (2024) and Net Income was $21.5m (2021), $19.8m (2022), $12.8m (2023), and $18.7m (2024) . GCMG is a controlled company with unified CEO-Chairman leadership, lead independent director oversight, and an audit committee of independent directors; executive compensation decisions occur at the full board, with Mr. Levin participating alongside management under controlled-company exemptions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KKR | Treasurer & Head of Investor Relations; earlier Private Equity | 2004–2011 | Managed balance sheet investments; investor/analyst engagement; led strategic projects; financial services deal experience |
| Bear Stearns | Analyst, Private Equity Group | Early career | Foundational buy-side analytical experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ann & Robert H. Lurie Children’s Hospital of Chicago | Board Director | N/A | Community and healthcare governance |
| Museum of Contemporary Art Chicago | Board Director | N/A | Cultural institution governance |
| Francis W. Parker School | Board Director | N/A | Education sector governance |
Board Service & Governance
- Board Service: Director since Nov 2020; attended the 2024 Annual Meeting; directors met five times and the audit committee met four times in 2024; each director attended at least 75% of meetings .
- Committee Roles: Employee director; not on the Audit Committee (members are Blanton, Cornelli, Helfand, Scott; Helfand is Chair; three are audit committee financial experts) .
- Independence: Non-independent; company is a “controlled company” under Nasdaq rules and does not maintain compensation or nominating committees; board-level compensation decisions include participation by the CEO and President (Levin) .
- Dual-role implications: As President and Director within a controlled-company structure with CEO-Chairman, there is reduced formal committee independence on compensation and nominations; mitigants include a Lead Independent Director (Samuel C. Scott III) and an independent Audit Committee .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 500,000 |
| Discretionary Bonus ($) | 232,382 | 321,741 | 1,082,936 (includes $992,000 cash bonus and vesting from deferred comp awards) |
| Perquisites & Other ($) | 7,156,839 | 3,601,077 | 2,223,089 (carried interest $1,805,608; Holdings distribution $54,892; 401(k) $5,750; personal air travel $356,838) |
| Total ($) | 8,166,421 | 34,721,756 | 5,915,291 |
Notes:
- Employment agreement: $500,000 salary; discretionary annual bonus; personal non-commercial air travel allowance up to $300,000 (inflation escalator); benefits eligibility .
- Say-on-Pay: 91% approval in 2024; no significant design changes enacted post-vote .
Performance Compensation
| Incentive Type | Metric/Terms | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Determined by operating results and executive performance; bonus pool size tied to operating results and incentive fee revenue | Not disclosed | Not disclosed | $992,000 cash for 2024; plus $60,936 (2019 DC award tranche) and $30,000 (2020 DC award tranche) vested in 2024 | N/A (cash); DC plan vests 20%/yr over 5 yrs with staged payouts |
| RSUs (Mar 1, 2024) | 154,545 RSUs (fully vested 8/15/2024) | N/A | N/A | Grant-date fair value $1,486,723 | Vested 8/15/2024 |
| RSUs (Mar 1, 2024) | 72,727 RSUs | N/A | N/A | Grant-date fair value $622,543 | 1/3 each on May 31, 2025/2026/2027 |
| RSUs (Mar 1, 2023) | 50,000 unvested at 12/31/2024 | N/A | N/A | Market value $613,500 at $12.27/share | 1/3 on May 31, 2024/2025/2026 |
| Carried Interest | Participation across programs; payouts depend on fund performance; 2024 cash distributions $1,805,608 | N/A | N/A | Paid $1,805,608 in 2024 | Multi-year service-based vesting; forfeiture upon certain terminations |
| Opportunistic Credit Bonus Rights | Bonus contingent on performance fees from specified funds; none paid in 2024 | N/A | N/A | $0 in 2024 | Must be employed on bonus payment date |
Most important financial performance measures considered for 2024 bonuses: Fee-Related Earnings, Adjusted EBITDA, Adjusted Net Income, Fee-Paying AUM, and Fund Performance .
Equity Ownership & Alignment
| Ownership Metric | Value | As-of | Notes |
|---|---|---|---|
| Class A Shares Beneficially Owned | 566,933 (1.2%) | 4/9/2025 | Includes 49,242 RSUs vesting 5/31/2025 |
| Unvested RSUs Outstanding | 122,727 | 12/31/2024 | 50,000 (3/1/2023 grant) and 72,727 (3/1/2024 grant); market values $613,500 and $594,911 at $12.27/share |
| Shares Acquired on Vesting (2024) | 188,712; Value $2,012,715 | 2024 | RSUs vesting; value based on close price at vest dates |
| Personal Investments in GCM Funds | ~$7.6 million (aggregate) | 2024 | Eligible at no-fee/no-carry; alignment with clients |
| Hedging/Pledging | Prohibited by policy for officers/directors and controlled entities | Policy | Insider Trading and Anti-Hedging Policy; no pledging allowed |
| Insider Trading Policy | Adopted; filed as Exhibit 19.1 to 2024 10‑K | 2024 | Compliance framework |
Note: The proxy states that, except as specifically disclosed, to the company’s knowledge executive officer/director shares are not pledged; Mr. Sacks’ affiliated entities have pledged certain units under a Senior Loan (not applicable to Levin) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement & Term | Employment agreement (initial term 2 years, thereafter at-will with 90 days’ notice by either party) |
| Severance | If terminated other than for cause/death/disability: $375,000 paid over one year; plus $200/hour for work exceeding 40 hours in a month; payments cease upon material covenant breach |
| Change-of-Control | No CIC payments; none of the NEOs have change-in-control benefits |
| Restrictive Covenants | 1-year non-compete; 2-year non-solicit/non-interference; confidentiality, IP assignment, and perpetual non-disparagement in favor of GCMLP |
| RSU Treatment on Termination | Death/disability: unvested RSUs vest and pay within ~30 days; cause: all RSUs forfeited; other terminations: unvested RSUs forfeited |
| Carried Interest Treatment | Without cause/resignation: unvested carried interest forfeited; cause: all future carried interest forfeited; death/disability: continued participation |
| Clawback Policy | Adopted in 2023, amended 2024; compliant with Nasdaq Listing Rule 5608 and Exchange Act Rule 10D-1 |
| Perquisites | Non-commercial air travel personal use ($356,838 in 2024); standard benefits including 401(k) |
| Deferred Compensation | Vests 20% per year over five years; 2024 aggregate balance $280,654; 2024 withdrawals $43,923; earnings $9,917 |
Compensation Structure Analysis
- Mix & Trend: 2023 includes a large stock award impact tied to Holdings participation modifications (Amended Holdings Award Interests accounting) for non-PEO NEOs; Levin’s 2023 stock awards were $30.3m, normalizing to $2.1m in 2024, indicating reduced equity grant intensity versus 2023 anomaly .
- At-risk Pay: Discretionary bonus tied to operating results and incentive fee revenue, RSUs with multi-year vesting, and carried interest distributions directly linked to fund performance align compensation with business outcomes and shareholder economics .
- Governance: No compensation committee under controlled-company exemption; CEO and President participated in compensation deliberations—potential independence concern offset by lead independent director and independent audit committee oversight .
Vesting Schedules and Potential Insider Selling Pressure
| Award | Vest Dates (Oldest → Newest) | Amount |
|---|---|---|
| RSUs granted 3/1/2023 | 5/31/2024; 5/31/2025; 5/31/2026 | 50,000 unvested at 12/31/2024 |
| RSUs granted 3/1/2024 | 8/15/2024 (fully vested); 5/31/2025; 5/31/2026; 5/31/2027 | 154,545 vested 8/15/2024; 72,727 unvested (1/3 per year) |
- 2024 RSU vesting resulted in 188,712 shares acquired and $2,012,715 value realized; upcoming tranches in 2025–2027 could create mechanical supply for tax withholding or portfolio diversification, but the company uses net share settlement for tax obligations and prohibits hedging/pledging, tempering speculative pressures .
Equity Ownership & Beneficial Holders Context
- Levin beneficially owns 566,933 Class A shares (1.2% of Class A outstanding) and has additional unvested RSUs; he also invested ~$7.6m personally across GCM funds in 2024, further aligning interests .
- Employees/directors can invest in firm funds at no-fee/no-carry to align incentives; total employee/executive capital invested ~$683m firm-wide (including leveraged vehicles) as of 12/31/2024 .
Related Party and Alignment Items
- Holdings distributions: Discretionary profits distributions from Holdings to Levin totaled $54,892 in 2024 (alongside carried interest distributions), reflecting internal profit-sharing arrangements governed by partnership interests .
- Non-commercial aircraft: Firm charters aircraft from a services company and, in some instances, leases from Holdings; total firm expenses ~$2.1m in 2024; Levin’s personal air travel cost allocation was $356,838 in 2024 .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 91% “for” in 2024; program continued substantially unchanged following shareholder support .
- Benchmarking: No formal compensation benchmarking or consultant used in 2024 .
Investment Implications
- Pay-for-performance alignment: Levin’s compensation is heavily variable via discretionary bonus, RSUs with multi-year vesting, and carried interest distributions—directly exposed to operating outcomes, incentive fee generation, and fund performance; 2024 measures emphasized Fee-Related Earnings and Adjusted EBITDA, both increasing year-over-year .
- Near-term supply considerations: RSU tranches vesting on May 31, 2025/2026/2027 (total 72,727) and remaining 3/1/2023 grant tranches may lead to periodic share deliveries and net share settlements; 2024 realized vesting value was ~$2.0m, suggesting ongoing settlement flows around vest dates .
- Governance risk mitigants: Controlled-company structure and management involvement in compensation decisions raise independence concerns, but presence of a Lead Independent Director and an independent Audit Committee, plus a compliant clawback policy and anti-hedging/pledging rules, provide guardrails .
- Retention risk: Employment terms include standard severance ($375,000 over one year) and restrictive covenants (1-year non-compete, 2-year non-solicit), with RSU forfeiture for certain terminations—implying moderate retention protection but no change-in-control economics .
- Alignment signals: Personal capital invested (~$7.6m) in firm funds and carried interest participation support long-term alignment with investors; prohibitions on hedging/pledging strengthen incentive integrity .