J. Allen Gray
About J. Allen Gray
J. Allen Gray, 64, is Managing Director – Institutional Business at Silvercrest Asset Management Group LLC (SAMG LLC) and a current Class III director of Silvercrest Asset Management Group Inc.; he was appointed to the Board in 2025 with a term running to 2028. He leads Silvercrest’s institutional business, including consultant and client relations, and has served as Managing Director since 2008; he holds a B.A. in Political Science from Randolph‑Macon College . Employee directors do not receive additional director fees, and the Board maintains a combined Chairman/CEO leadership structure without a lead independent director, which independent directors mitigate via committee leadership and executive sessions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Osprey Partners Investment Management, LLC | Managing Partner; Management Committee member; President, Osprey Concentrated Large Cap Value Equity Fund | 1998–2008 | Led sales, marketing, and client relations for institutional asset management strategy |
| Radnor Capital Management | Managing Director | 1989–1998 | Built sales, marketing, and client relations capabilities at a start-up investment firm |
| Wheat, First Securities, Inc. | Vice President, institutional equity sales; financial advisor | 1986–1989 | Drove institutional equity sales while advising families and individuals |
| Kidder, Peabody & Co. | Financial advisor | 1983–1986 | Early career client advisory experience |
External Roles
- No external public company directorships or committee roles disclosed for Gray in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $466,667 | $500,000 | $500,000 |
| All Other Compensation ($) | $31,038 | $33,237 | $42,808 |
Notes:
- No pension benefits or nonqualified deferred compensation plans are sponsored for employees .
- Employee directors do not receive additional compensation for Board service .
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash Bonus ($) | $1,961,522 | $1,850,900 | $1,678,696 |
| RSU Grant Fair Value ($) | $100,000 | $50,000 | $0 |
| Option Awards ($) | $0 | $0 | $0 |
2024 Plan-Based Equity Awards (Grant Date 5/1/2024):
| Award Type | Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| RSUs | 3,413 | $50,000 | 25% on each of the first, second, third, and fourth anniversaries of grant |
Performance metrics and payout structure (cash incentive plan):
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Revenue (client-facing principal plan) | Predominant variable (Compensation Committee discretion with CEO/Executive Committee input) | Not disclosed | Not disclosed | $1,678,696 (FY2024 cash bonus) | Cash, paid after year-end |
Equity Ownership & Alignment
Beneficial ownership (as of April 4, 2025):
| Class | Shares Beneficially Owned | Percentage of Class |
|---|---|---|
| Class A | 134,412 | 1.4% |
| Class B | 113,302 | 2.8% |
| Total Voting Power | — | <1% (“*”) |
LP interests, profits participation, and account balance (as of Dec 31, 2024):
| Profits Percentage | 2024 Earned Profits ($) | Equity Balance ($) |
|---|---|---|
| 0.13% | $22,381 | $342,321 |
Outstanding unvested RSUs and vesting schedule (as of Dec 31, 2024; effective value $18.39 per unit):
| Unvested Units | Vesting Dates | Market Value ($) |
|---|---|---|
| 3,413 | May 1, 2025–2028 (annual 25%) | $62,765 |
| 4,126 | Nov 1, 2025 and 2026 | $75,873 |
| 6,583 | May 3, 2025 | $121,052 |
| 4,493 | Apr 3, 2025–2027 | $82,631 |
Equity vesting in FY2024:
| Units Vested in 2024 | Realized Value ($) |
|---|---|
| 9,160 | $145,638 |
Ownership and trading policies:
- Principals must retain at least 25% of Class B units held at IPO; no mandated multiple-of-salary ownership guidelines beyond this .
- Hedging/short sales: prohibited for directors and officers; no explicit pledging policy disclosed in the proxy .
- Plan features: no tax gross-ups; no dividends on unearned awards; anti-repricing; awards subject to clawback policy .
Employment Terms
Employment Agreement:
- The Company entered into employment agreements with Mr. Gray (2020) to enhance retention for key leaders .
Potential payments upon termination/change in control (assumed event at Dec 31, 2024):
| Scenario | Cash Severance/Benefits | Equity Treatment |
|---|---|---|
| Involuntary termination without Cause or for Good Reason | Two times salary ($1,000,000) and two times Average Bonus ($3,660,745) paid over 24 months; higher-of current-year bonus vs Average Bonus ($1,830,373); COBRA reimbursement for 18 months ($53,452); $50,000 outplacement | Full vesting of time-based awards; performance awards vest based on actual performance |
| Death or Disability | Average Bonus ($1,830,373) | Full vesting of time-based awards ($342,321) |
| Retirement | — | Full and immediate RSU vesting; RSU value accelerated to $342,321 |
| Change in Control (RSUs) | — | RSUs automatically vest in full upon consummation of change in control; value for Gray $342,321 |
Trigger mechanics:
- Severance cash paid over 24 months, with potential acceleration if termination occurs 180 days prior to or two years following a change in control (double-trigger context for severance timing) .
- RSUs have single-trigger full vesting upon change in control per unit award agreement .
Board Governance
Board service:
| Item | Detail |
|---|---|
| Appointment year | 2025 (nominee and current member) |
| Director class/term | Class III; term to 2028 |
| Independence status | Not independent (independent directors are Burns, Dunn, Romfo) |
| Committee memberships | None; all standing committees comprised of independent directors (Audit: Burns/Dunn/Romfo; Compensation: Dunn/ Burns/ Romfo; Nominating & Corporate Governance: Romfo/ Burns/ Dunn) |
| Board meeting attendance | In 2024, all directors serving during the year attended 100% of Board and committee meetings; independent directors held six executive sessions |
| Director fees | Employee directors receive no additional compensation for Board service |
| Board leadership | CEO also serves as Chairman; no lead independent director designated |
Related Party Transactions
- Principals, including Gray, are party to a registration rights agreement (S‑3 effective in 2014) for Class B exchanges and a tax receivable agreement under which principals receive 85% of actual cash tax savings realized by the Company from basis step‑ups; the TRA terminates for a principal if terminated for cause, breaches non‑solicit, or competes within 12 months after resignation/retirement .
- The Company manages personal funds of many employees/families at discounted advisory fees; specific discount values disclosed for certain executives, with other executives’ amounts not significant .
Investment Implications
- Incentive alignment: Gray’s pay is heavily cash-bonus driven and tied predominantly to revenue under a client-facing plan, with Compensation Committee discretion—favorable for near-term growth signals but less transparent on targets/weights; RSUs are modest and vesting is spread across 2025–2028 .
- Vesting/selling pressure: Multiple RSU tranches vest in 2025–2028, and 9,160 units vested in 2024; monitor periodic RSU settlements and any Form 4 activity for potential supply overhang during vest windows .
- Change-in-control economics: Single-trigger RSU acceleration on change in control and substantial double-trigger severance constructs (2x salary + 2x average bonus, plus higher-of current-year bonus) could increase transaction costs; severance acceleration windows around change in control are notable .
- Governance: Gray is a non-independent director while CEO also chairs the Board and no lead independent director is designated; however, committees are fully independent and hold regular executive sessions—balanced but warrants monitoring for independence concerns and compensation oversight rigor .
- Ownership alignment: Gray holds 1.4% of Class A and 2.8% of Class B; principals must retain at least 25% of Class B units from IPO, with hedging/short sales prohibited and awards subject to clawback, but no explicit pledging policy is disclosed—watch for potential pledging risks not covered by policy .