Michael N. Peterson
SEI INVESTMENTSAbout Michael N. Peterson
Michael N. Peterson, 58, is Executive Vice President and General Counsel of SEI, serving since June 2018; prior to joining SEI, he was a partner at Morgan, Lewis & Bockius LLP and briefly at Reed Smith LLP in 2018 . In 2024, SEI reported diluted EPS of $4.41 and Adjusted Pre-Tax EPS of $5.98; cumulative TSR measured from a $100 base reached 134.70 in 2024, with net income of $581,191K, benchmarks the compensation program’s emphasis on earnings and shareholder value . Peterson also serves as corporate Secretary, evidencing his governance role across board processes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morgan, Lewis & Bockius LLP | Partner | Prior to Feb 2018 | Not disclosed |
| Reed Smith LLP | Partner | Feb–May 2018 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public external directorships disclosed in filings |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 568,846 | 650,000 | 650,000 |
| Target Bonus ($) | — | — | 1,000,000 |
| All Other Compensation ($) | 34,903 | 6,742 | 20,542 |
Performance Compensation
Annual Bonus (Non-Equity Incentive)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Target Bonus ($) | — | — | 1,000,000 |
| Actual Bonus Paid ($) | 765,000 | 765,000 | 1,100,000 |
| Payout vs Target (%) | — | — | 110% |
| Key Metrics Considered | EPS, sales, qualitative objectives | EPS, sales, qualitative objectives | EPS, sales, qualitative objectives |
Performance Compensation – 2024 Equity Awards (Grants)
| Award Type | Grant Date | Quantity | Exercise/Grant Price ($) | Grant-date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| RSUs | 12/12/2024 | 7,000 | — | 606,060 | Cliff vest on 3rd anniversary of grant |
| Options | 12/12/2024 | 36,000 | 86.58 | 859,680 | Vest on Dec 31 of the year SEI attains adjusted pre-tax EPS ≥ $7.48 and not earlier than 2nd anniversary |
Option Vesting Thresholds (Unexercisable Awards)
| Option Expiration Date | 50% Vesting Threshold (Adj. Pre-Tax EPS) | 100% Vesting Threshold (Adj. Pre-Tax EPS) |
|---|---|---|
| 12/10/2031 | — | $7.00 |
| 12/05/2032 | — | $6.25 |
| 12/15/2033 | $5.25 | $7.10 |
| 12/12/2034 (12/12/2024 grant) | — | $7.48 and ≥ 2-year anniversary |
RSU Vesting Schedule (Unvested as of 12/31/2024)
| Vesting Date | Shares | Market Value at 12/31/2024 ($82.48) |
|---|---|---|
| 12/05/2025 | 2,500 | 206,200 |
| 12/15/2026 | 4,000 | 329,920 |
| 12/12/2027 | 7,000 | 577,360 |
2024 Option Exercises and Vested Awards
| Name | Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) |
|---|---|---|---|---|
| Michael N. Peterson | 35,000 | 618,627 | — | — |
Equity Ownership & Alignment
- Beneficial ownership: 350,000 shares; less than 1% of outstanding shares (125,744,605) .
- Shares exercisable within 60 days (component of beneficial ownership): 350,000 .
- Hedging prohibition: SEI’s Insider Trading Policy prohibits hedging and similar transactions by insiders .
- Stock ownership guidelines: SEI policy requires threshold shareholdings by senior executives; specific multiples not disclosed .
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|
| 06/18/2018 | 200,000 | — | 65.98 | 06/18/2028 | — | — |
| 12/11/2018 | — | 10,000 | 48.47 | 12/11/2028 | — | — |
| 06/18/2019 | 25,000 | — | 54.34 | 06/18/2029 | — | — |
| 12/09/2019 | — | 10,000 | 64.43 | 12/09/2029 | — | — |
| 06/18/2020 | 25,000 | — | 55.73 | 06/18/2030 | — | — |
| 12/08/2020 | 75,000 | — | 56.54 | 12/08/2030 | — | — |
| 12/10/2021 | 12,500 | 12,500 | 60.46 | 12/10/2031 | — | — |
| 12/05/2022 | 12,500 | 12,500 | 61.81 | 12/05/2032 | 2,500 | 206,200 |
| 12/15/2023 | — | 25,000 | 62.00 | 12/15/2033 | 4,000 | 329,920 |
| 12/12/2024 | — | 36,000 | 86.58 | 12/12/2034 | 7,000 | 577,360 |
- Pledging: No pledging disclosed for Peterson; pledging disclosures in proxy pertain to other individuals (e.g., West, Doran) .
Employment Terms
- Severance Plan participation: Peterson participates in the Executive Severance and Change of Control Plan adopted May 2024 .
- Benefits and payments (as of 12/31/2024 assumptions):
- Termination without cause or resignation for Good Reason: Salary severance $975,000 (1.5× 2024 salary); bonus $2,000,000 (target plus pro-rata); RSUs accelerated $278,370 .
- Disability: Bonus $1,000,000; RSUs accelerated $1,113,480 .
- Death: Bonus $1,000,000; RSUs accelerated $1,113,480 .
- Qualifying termination following Change of Control: Salary severance $975,000; bonus $2,000,000; RSUs accelerated $1,113,480 .
- Additional Plan terms: 18 months of employer-paid health/dental premiums (COBRA) and 12-month post-termination option exercise window; payments conditioned on release; plan cannot be terminated or materially amended within 24 months following a Change of Control .
- Clawbacks and hedging: Compensation Recoupment Policy (clawback) and Insider Trading Policy (hedging prohibition) apply to executives .
Severance Economics – Peterson (as of 12/31/2024)
| Scenario | Salary Severance ($) | Bonus Severance ($) | RSUs Accelerated ($) |
|---|---|---|---|
| Termination without Cause / Resignation for Good Reason | 975,000 | 2,000,000 | 278,370 |
| Disability | — | 1,000,000 | 1,113,480 |
| Death | — | 1,000,000 | 1,113,480 |
| Qualifying Termination Following Change of Control | 975,000 | 2,000,000 | 1,113,480 |
Compensation Structure Analysis
- Mix and trend: From 2023 to 2024, Peterson’s non-equity incentive rose from $765,000 to $1,100,000; option awards rose from $389,000 to $859,680; stock awards rose from $248,000 to $606,060; salary remained at $650,000, indicating increased variable/equity-linked pay aligned to performance and retention .
- Equity design: Since 2017, options carry performance vesting tied to adjusted pre-tax EPS and time-based minimums; RSUs generally cliff-vest at 3 years, standardizing retention incentives across executives .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote on NEO compensation received 61.8% support; management engaged with proxy firms and shareholders, leading to adoption of the Executive Severance and Change of Control Plan to standardize severance and vesting terms for senior executives .
Performance & Track Record
- Company performance context: 2024 diluted EPS $4.41, Adjusted Pre-Tax EPS $5.98, cumulative TSR value of 134.70, and net income of $581,191K align with incentive frameworks emphasizing EPS and shareholder returns .
- Trading activity: Peterson exercised 35,000 options in 2024, realizing $618,627; no RSUs vested for him in 2024 .
Expertise & Qualifications
- Role and tenure: Executive Vice President and General Counsel since June 2018; corporate Secretary of SEI .
- Legal background: Former partner at Morgan, Lewis & Bockius LLP and Reed Smith LLP .
Risk Indicators & Red Flags
- Section 16 reporting: One late Form 4 for Peterson covering three transactions was noted in prior-year compliance reviews (2022/2023 cycles), alongside other insiders .
- Hedging/pledging: Hedging prohibited by policy; no pledging disclosed for Peterson .
- Severance/change-of-control: Cash severance of 1.5× salary and significant bonus target under CoC, plus accelerated RSU vesting; plan protections include a 24-month anti-amendment window post-CoC .
Compensation Peer Group
- Benchmarking: Committee used the same peer cohort referenced in the 2023 Compensation Analysis Project; did not re-evaluate peer composition in 2024 and 2025 discussions . Target percentile details not disclosed .
Equity Ownership & Alignment – Additional Details
| Ownership Aspect | Detail |
|---|---|
| Beneficial ownership | 350,000 shares; <1% of class |
| Exercisable within 60 days | 350,000 shares |
| Ownership guidelines | Threshold shareholding policy for senior executives (specific multiple not disclosed) |
| Hedging policy | Hedging prohibited for insiders |
Investment Implications
- Alignment: Heavy use of performance-vested options tied to adjusted pre-tax EPS ($7.48 threshold on 2024 grant) plus 3-year RSU cliff vesting indicates strong linkage of pay to earnings and retention, with near-term RSU vesting of 13,500 shares through 2027 likely modest in selling pressure relative to total ownership .
- Retention risk: Standardized severance plan provides 1.5× salary and target bonus plus RSU acceleration under specified scenarios, and benefits continuity; this reduces departure frictions but elevates CoC economics, balanced by required release and post-CoC amendment constraints .
- Governance signal: 61.8% Say-on-Pay support and subsequent adjustments (Severance Plan adoption) reflect active investor feedback loops; monitoring future pay mix and performance hurdles remains prudent for trading signals around grant/vesting cycles .
- Ownership: Beneficial ownership including sizable near-term exercisable options (350,000) demonstrates meaningful skin-in-the-game, without pledging red flags; hedging prohibited, supporting alignment with shareholders .