Stephen Malkin
About Stephen Malkin
Stephen Malkin, 63, has served on GCM Grosvenor’s Board since November 2020. He is President of Ranger Capital Corporation (since 2005), and previously served as a senior executive at GCM Grosvenor (1992–2005) where he sat on the Management Committee and the Absolute Return Strategies Investment Committee; earlier roles include JMB Realty (1988–1991) and Salomon Brothers (1983–1986). He holds a B.B.A. from the University of Michigan and an M.B.A. in Finance from The Wharton School of the University of Pennsylvania. These credentials reflect >35 years of investment and managerial experience relevant to alternative asset management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GCM Grosvenor | Senior executive; Management Committee member; Absolute Return Strategies Investment Committee member | 1992–2005 | Shared portfolio management and selection/monitoring across Absolute Return Strategies |
| JMB Realty Corporation | Management roles focusing on non-real-estate corporate acquisitions | 1988–1991 | Corporate acquisition work |
| Salomon Brothers Inc. | Analyst (Chicago and Tokyo) | 1983–1986 | Sell-side analytical experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ranger Capital Corporation | President | 2005–present | Leading investment activities; held continuously since leaving GCM Grosvenor |
Board Governance
- Board status: GCMG is a Nasdaq “controlled company,” exempt from fully independent compensation and nominating committees; the Board maintains only an Audit Committee. Lead Independent Director is Samuel C. Scott III .
- Independence: The Board determined Blanton, Cornelli, Helfand, and Scott are independent; Malkin is not listed as independent under Nasdaq rules .
- Committees: Audit Committee members are Blanton, Cornelli, Helfand (Chair), and Scott; Malkin is not on the Audit Committee .
- Attendance and engagement: In 2024, each director attended ≥75% of Board (5) and Audit Committee (4) meetings; Malkin attended the 2024 Annual Meeting of Stockholders .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual director fee | $200,000 | Non-employee director fee per policy; directors can elect equity/DSUs in lieu of cash |
| Committee membership/chair fees | $0 | No Audit membership; no other committees exist |
| Cash fees paid | $0 | Malkin elected to receive equity; “Fees Earned or Paid in Cash” reported as zero |
| Stock awards (fully vested RSUs at grant) | $200,001 | Aggregate grant-date fair value (US GAAP) |
| Policy change (effective Apr 1, 2025) | N/A (prospective) | Annual director fee increases to $250,000; Audit chair/member fees increased |
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Performance-based director pay | Not disclosed/applicable | GCMG’s non-employee director compensation is cash/equity retainers; no performance metrics for directors |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Malkin in the proxy .
- Interlocks/related ties:
- Insurance broker: Malkin and immediate family own ~35% of the broker procuring GCMG insurance; broker received ~$0.5 million commissions in 2024. Sacks’ brother is an executive officer of the broker; an immediate family member of Helfand’s wife owns ~20% .
- Headquarters landlord: Malkin and immediate family own ~36% of the landlord of GCMG’s Chicago HQ; GCMG paid ~$5.8 million in rent in 2024. An immediate family member of Helfand’s wife owns ~25% .
- Holdings ties: Malkin (and/or family vehicles) hold membership interests in Holdings alongside Sacks, Levin, Pollock, and Buchanan .
Expertise & Qualifications
- Domain expertise: Absolute return strategies, portfolio management, manager selection, long-tenor investment leadership; >35 years in investments and corporate acquisitions .
- Education: B.B.A. (University of Michigan); M.B.A. (Wharton) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A/C) | 0 shares; 0% voting power | Not a 5% holder; no voting shares beneficially owned |
| RSUs outstanding (12/31/2024) | 76,039 units | Director elected deferred RSUs; fully vested at grant under policy |
| RSUs fully vested but deferred (not in beneficial ownership table) | 79,819 units | Will be delivered later pursuant to elections |
| Pledging/Hedging | Prohibited by policy | Hedging/pledging prohibited for directors/officers/employees |
Related-Party Exposure (Conflict Analysis)
| Transaction | 2024 Amount | Exposure Detail |
|---|---|---|
| Insurance broker commissions | ~$0.5 million | Malkin ~35% economic interest; broker procures D&O and other coverage for GCMG |
| HQ lease payments (900 North Michigan) | ~$5.8 million | Landlord ~36% owned by Malkin and immediate family; triple-net lease to Sep 30, 2037 |
| Private aircraft | ~$2.1 million total expenses | Aircraft owned by Holdings and managed by aviation company; GCMG personnel charter/use; Holdings-related |
| Office sublease & services to Holdings | ~$0.2 million (sublease); >$120k services (est.) | GCMG subleases space to Holdings; provides support services without charge (value estimated) |
| Personal investments in GCM funds | ~$298.3 million | Malkin/family vehicles invest (incl. non-recourse feeder leverage); aligns interests but deep related exposure |
- Oversight: GCMG has a formal related-person transactions policy; Audit Committee reviews/approves/ratifies such transactions and monitors changes. Directors do not vote on transactions in which they are related persons .
- RED FLAGS:
- Material economic interests in key vendors (broker and landlord) could impair perceived independence and create pricing/terms conflicts .
- Extensive interlocks across multiple insiders (Sacks’ brother at broker; Helfand family interests in broker/landlord) increase conflict complexity .
- Services provided to Holdings without charge (> $120k estimated) raise arms-length concerns .
Governance Assessment
- Independence and committees: Malkin is not classified as independent; he holds no Audit Committee seat. In a controlled company where the board (and CEO/President) set compensation without an independent committee, governance relies heavily on Audit Committee rigor and the Lead Independent Director to balance influence .
- Engagement: Attendance thresholds met and Annual Meeting participation suggest baseline engagement .
- Alignment: Director compensation taken entirely in equity in 2024 ($200,001 RSUs) and substantial personal capital committed to GCMG-managed funds (~$298.3 million) signal economic alignment; however, zero beneficial voting ownership and deferred RSUs mean formal voting alignment is limited .
- Conflicts: Ownership interests in broker/landlord and Holdings-related ties, alongside other insiders’ family interests, are notable conflict risks requiring continuous Audit Committee oversight and transparent arm’s-length documentation .
- Net signal: Mixed—strong experience and engagement with meaningful economic exposure to firm strategies, but independence and related-party entanglements present governance risk that investors should discount via higher required oversight and monitoring of transaction terms, audits, and board processes .
Notes on Missing Items
- Insider trades: No Form 4 transactions for Malkin are disclosed in the proxy; none available in the cited materials. If needed, we can retrieve Form 4 data separately. (no Form 4 content in proxy)
- Director ownership guidelines: Not disclosed for directors in this proxy; directors may elect cash/stock/DSUs for fees; initial RSU grant policy described .