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Richard Steinmeier

Richard Steinmeier

Chief Executive Officer at LPL Financial HoldingsLPL Financial Holdings
CEO
Executive
Board

About Richard Steinmeier

Richard Steinmeier (age 51) is Chief Executive Officer of LPL Financial Holdings Inc. and has served as a director since October 2024; he joined LPL in 2018 after senior roles at UBS, Merrill Lynch, and McKinsey, and holds a B.S. in economics from Wharton and an MBA from Stanford . In 2024, LPL’s share price rose 43%, advisory/brokerage assets grew 29% to $1.7T, and Adjusted EBITDA increased 7% to $2.2B, underpinning incentive outcomes during his first months as CEO . LPL reported 2024 revenue of $12.4B and highlighted outperformance in organic growth and recruiting (recruited assets $149B), while acknowledging vertical integration and technology stability challenges; 3‑year TSR over the 2022 PSU cycle was 105%, paying out at the 200% maximum on 2/25/2025 .

Past Roles

OrganizationRoleYearsStrategic Impact
LPL FinancialChief Executive Officer; DirectorCEO since Oct 2024; Director since Oct 2024Led succession transition; continued focus on growth strategy; board-level oversight .
LPL FinancialManaging Director, Chief Growth OfficerMay 2024 – Oct 2024Led strategy, advisor/institution recruiting, employee advisor field management, capital solutions, marketing/communications .
LPL FinancialManaging Director & Divisional President, Business Strategy & GrowthNov 2023 – May 2024Drove corporate and business-line strategy and growth initiatives .
LPL FinancialManaging Director & Divisional President, Business DevelopmentAug 2018 – Nov 2023Scaled advisor/institution recruiting; company states organic growth rate more than doubled since 2018 .
UBS Wealth Management AmericasManaging Director, Head of Digital Strategy & PlatformsSep 2017 – Aug 2018Led digital strategy/platforms in US wealth business .
UBS Wealth Management AmericasManaging Director, Head of Emerging Affluent Segment & Wealth Advice CenterAug 2012 – Sep 2017Ran mass‑affluent segment and centralized advice center .
Merrill LynchManaging Director, Merrill Edge Advisory Center (prior roles at Merrill)Feb 2009 – Aug 2012Managed retail advice center scaling digital/phone advisory .
McKinsey & CompanyEngagement Manager2002 – 2006Strategy/operations projects for financial services .

External Roles

CategoryDetails
Other public company boards (current/past 5 yrs)None disclosed .
Non‑profit/academic boardsNot disclosed in proxy .

Fixed Compensation

Element2024 (reported/approved)Notes
Base salary$900,000 effective Oct 21, 2024; salary paid in 2024: $663,461CEO package set Oct 17, 2024; salary paid reflects partial year .
Target annual bonus300% of base post‑CEO (target $2,700,000); 245% pre‑CEO (prorated target $1,751,548)Targets and proration disclosed; CEO target 300% .
Target LTI (annual)$8,400,000 (70% PSUs/30% RSUs)Approved with CEO package; granted Feb 25, 2025 under revised LTI approach .

Performance Compensation

2024 Annual Bonus – Framework, Metrics, and Payouts

Metric (Baseline Weight)Target/DefinitionActual 2024Payout vs Baseline
Incentive EBITDA (30%)$2,340M$2,305M (99% of target)96% payout for this component .
Relative TSR (10%)Percentile vs S&P1500 Capital Markets sub‑industries peer cohort44th percentile88% payout for this component .
Business Goals (40% total): Horizontal (15%), Vertical (15%), Enablers (10%)Board‑approved strategic execution goalsRatings: Horizontal Exceeds; Vertical Meets/Partially; Enablers MeetsComponent funded at 46% (vs 40% baseline) .
Committee Discretion (20%)± up to 20% adjustmentNo adjustment0% adjustment .
Bonus pool funding; scaleTarget pool $122M; Actual $126M (5.5% of Incentive EBITDA)$126M; bonuses for MD+ scaled above pool %Funding methodology and outcomes .
ExecutiveTarget Bonus ($)Actual Bonus ($)% of TargetPay Date
Richard Steinmeier1,751,5482,000,000114%Mar 7, 2025 .

Long‑Term Incentives (Design and Grants)

Grant/PolicyDetailsVesting/Performance
2024 RSU grant2,603 RSUs ($678,516 grant‑date fair value) on 2/25/20243 equal annual installments starting 2/25/2025 .
2024 PSU grantTarget 3,905 PSUs; Max 7,810 ($1,344,101 fair value); performance period 2/15/2024–2/14/2027Relative TSR vs S&P1500 Capital Markets cohort; 0–200% payout; capped at 100% if negative TSR .
2025 CEO LTI award$8,400,000 (70% PSUs/30% RSUs), granted 2/25/2025PSUs 3‑yr relative TSR (2/15/2025–2/14/2028); RSUs vest 3 equal annual installments .
2022 PSU payoutCompany TSR 105% and >80th percentile; PSUs paid at 200% and vested 2/25/2025Reflects strong 3‑year TSR cycle performance .
Options policy (2024)No stock options granted to NEOs in 2024Governance note (no re‑pricings) .

Equity Ownership & Alignment

ItemData
Beneficial ownership (3/24/2025)22,113 shares; <1% of outstanding .
Outstanding RSUs (12/31/2024)871; 1,238; 2,603 unvested RSUs (market values $284,390; $404,219; $849,906 at $326.51) .
Outstanding PSUs (12/31/2024)5,568 earned PSUs from 2022 cycle (vested 2/25/2025); future-cycle PSUs shown at maximum 7,810 for disclosure .
OptionsNone outstanding for Steinmeier; no option exercises in 2024 .
10b5‑1, hedging/pledging10b5‑1 policy in place; hedging and pledging prohibited .
Ownership guidelinesCEO required to hold 6× base salary; all NEOs (incl. Steinmeier) in compliance as of 3/24/2025 .

Vesting schedules and potential supply:

  • RSUs vest in 3 equal annual tranches from each grant date (e.g., 2024 RSUs vesting on 2/25/2025, 2026, 2027), which can create periodic tax‑withholding‑related sales and modest supply near vest dates .

Employment Terms

Scenario (as of 12/31/2024)Cash SeveranceBonusEquity TreatmentCOBRATotal
Termination without cause / for good reason$900,000$2,000,000 (most recent bonus)RSUs scheduled within 12 months accelerated ($769,584); PSUs vest pro‑rata at target ($2,169,659)$17,444$5,856,687 .
Death/Disability/RetirementRSUs generally accelerate/continue per grant; PSUs pro‑rata at target ($2,169,659)$3,708,175 .
Double‑trigger Change‑in‑Control$1,350,000 (18 months base)$4,050,000 (150% of target bonus)RSUs accelerate ($1,538,516); PSUs pro‑rata at target ($2,169,659)$26,166$9,134,341 .

Additional terms and governance:

  • Executive Severance Plan covers MD+ executives; no individual employment agreements; non‑compete 12 months (18 months after CoC) as a condition to benefits; modified parachute cutback; no excise tax gross‑ups .
  • Clawbacks: SEC‑aligned restatement clawback plus supplemental clawback for willful misconduct; anti‑hedging/anti‑pledging policy enforced across officers and directors .

Board Governance (Director Service, Roles, and Dual-Role Implications)

AttributeDetails
Board serviceDirector since 2024; one of 10 directors .
IndependenceNot independent (as CEO); all committees composed solely of independent directors .
Committee rolesNone (CEO not on Audit/Risk, Compensation, or Nominating) .
Board leadershipSeparate independent Chair (James S. Putnam); board states separate Chair/CEO enhances oversight .
AttendanceIn 2024, each director attended ≥75% of Board/committee meetings during their service period; Board held 12 meetings .
Director compensationEmployee directors (incl. Steinmeier) receive no additional director pay .
Director compensation policy (context)Non‑employee directors: $285k total retainer (cash/equity mix), plus committee chair/member retainers; ownership guidelines apply .

Implications: Dual CEO/director role is mitigated by an independent Chair and fully independent committees; only one non‑independent director (Steinmeier) serves on the board, addressing typical independence concerns .

Performance & Track Record

  • 2024 outcomes: share price +43%; advisory/brokerage assets +29% to $1.7T; Adjusted EBITDA +7% to $2.2B; gross profit +12% to $4.5B; organic net new assets $140.7B (10% growth) and total net new assets $235.6B including M&A .
  • Strategic execution: Horizontal Expansion scored “Exceeds” (recruited assets $149B; above‑target organic growth 11%); Vertical Integration “Meets/Partially” (higher attrition from separation of misaligned enterprises; NPS below target due partly to tech stability); Enablers “Meets” (solid engagement, top‑talent retention) .
  • Incentive alignment: 2024 bonus pool funded $126M (5.5% of Incentive EBITDA) with Steinmeier at 114% of his prorated target, reflecting corporate and individual leadership through the transition .
  • Multi‑year alignment: 2022 PSU cycle paid 200% at 3‑yr TSR 105% (vested 2/25/2025), signaling strong relative performance through the lookback period .

Compensation Committee Analysis (Pay Governance)

  • Committee composition and independence: Compensation Committee comprised solely of independent directors; chaired by Allison H. Mnookin .
  • Consultant: Frederic W. Cook & Co. engaged as independent advisor; no conflicts identified .
  • Peer groups: 2024 peer group updated to include BK, FIS, STT, TROW and remove BFH, SEIC, WU; used for 2025 target setting .
  • Say‑on‑Pay: ~97% approval at 2024 annual meeting .
  • Governance features: stock ownership guidelines; clawbacks; no hedging/pledging; no employment agreements for executives .

Director & Executive Perquisites, Deferred Comp, Related Parties

  • Perquisites: Executive financial services reimbursement (up to $15k); Steinmeier received $11,105 in 2024; 401(k) match $20,700; no relocation benefits reported for him in 2024 .
  • Deferred compensation: Steinmeier did not participate in 2024; plan available to select executives .
  • Related party transactions: Review governed by Audit & Risk Committee policy; 2024 transactions disclosed with large shareholders Vanguard and BlackRock; no Steinmeier‑specific related‑party dealings disclosed .

Compensation Structure Risk Signals

  • Mix skews to at‑risk pay (93% variable for CEO at target) with multi‑year PSUs tied to relative TSR; reduced option usage lowers risk of repricing; no hedging/pledging allowed .
  • Bonus framework uses Incentive EBITDA and business goals plus relative TSR; pool discretion constrained; quantified payout curves reduce subjectivity .
  • Clawback coverage for restatements and willful misconduct enhances recourse; double‑trigger CIC benefits exist but moderated by cutback provisions and equity proration .

Investment Implications

  • Pay‑for‑performance alignment is robust: 70%–80% of LTI in PSUs (CEO at 70%), multi‑year relative TSR, and strong 2022 PSU max payout support linkage of realized pay to shareholder outcomes .
  • Retention risk appears moderate: substantial unvested RSUs/PSUs, CEO 6× salary ownership requirement (met), and no pledging reduce flight risk; periodic RSU/PSU vesting may create modest selling pressure near vest dates for tax withholding .
  • Change‑in‑control economics are material but not excessive for a company of LPL’s scale (CEO ~$9.1M double‑trigger package as of 12/31/2024), with proration on PSUs and clawback policies limiting windfalls and misconduct risk .
  • Execution watch‑items: 2024 vertical integration scorecard flagged attrition and technology stability; monitoring client experience metrics and platform resiliency under Steinmeier’s leadership is warranted despite strong recruiting/organic growth momentum .
  • Governance mitigants to dual CEO/director role—independent Chair and fully independent committees—reduce independence concerns; continued strong Say‑on‑Pay support (97% in 2024) suggests investor alignment with compensation design .