Sean J. Denham
SEI INVESTMENTSAbout Sean J. Denham
Executive Vice President at SEI since March 18, 2024; appointed Chief Financial Officer on April 30, 2024 and expanded to Chief Financial and Chief Operating Officer on February 25, 2025. Denham is a Certified Public Accountant with a bachelor’s degree in accounting from Lehigh University; prior to SEI he spent 20 years at Grant Thornton leading regional, national audit growth, and SPAC practices . SEI’s performance context during his tenure includes record 2024 revenue and EPS, robust capital returns, and stronger momentum; the company reported diluted EPS of $4.41, highlighted record revenue and operating income, and returned ~$620–$633M to shareholders in 2024 . Most recent 3-year fundamentals for context are below.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $1,991,037,000 | $1,919,793,000 | $2,125,151,000 |
| EBITDA (USD) | $577,009,000* | $477,516,000* | $597,321,000* |
*Values retrieved from S&P Global.
SEI 5-year cumulative TSR through 2024 was 134.70 vs an industry blend of 247.25; net income was $581,191,000 and adjusted pre-tax EPS (non-GAAP, used for option vesting) was $5.98 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Grant Thornton | Regional Managing Partner (Atlantic Coast); National Audit Growth Leader; National SPAC Leader | 20 years (through 2024) | Led regional and national growth, capital markets/SPAC leadership supporting audit and growth initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $591,346 | Partial year salary in 2024 following March 18 start; employment agreement sets annual base salary at $750,000 beginning 2024 |
| Target Bonus % / Amount | $1,700,000 | Target set in employment agreement |
| Actual Bonus Paid | $1,480,417 | Award equals 110% of pro-rated target per Committee decision |
| All Other Compensation | $18,132 | Primarily CAP matching and insurance premiums |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting / Terms |
|---|---|---|---|---|---|
| Annual Non-Equity Incentive (2024) | Committee discretion across quantitative (EPS range, sales) and qualitative (strategic/tactical objectives) | $1,700,000 | Corporate diluted EPS $4.41; capital returns ~$632.8M; strategic execution | 110% of pro-rated target ($1,480,417) | Paid following FY2024 per plan |
| Equity Award | Grant Date | Shares / Options | Fair Value | Exercise Price | Vesting / Performance Terms |
|---|---|---|---|---|---|
| RSUs (Onboarding “Staking Grant”) | 3/18/2024 | 45,000 | $3,093,300 | n/a | Time-vest ratably on 3/18/2025, 3/18/2026, 3/18/2027, subject to continued employment |
| Options (Onboarding) | 3/18/2024 | 22,500 | $398,813 | $68.74 | 50% vests when adjusted pre-tax EPS ≥ $5.25 (not earlier than 2-year anniversary); remaining 50% when ≥ $7.10 (not earlier than 4-year anniversary), subject to adjustments |
| RSUs (Year-end) | 12/12/2024 | 15,000 | $1,298,700 | n/a | Cliff vest on 12/12/2027 |
| Options (Year-end) | 12/12/2024 | 22,500 | $529,875 | $86.58 | Vests when adjusted pre-tax EPS ≥ $7.48, not earlier than 2-year anniversary |
Option performance thresholds (company-wide schedule):
| Option Expiration | 50% Vest Threshold | 100% Vest Threshold |
|---|---|---|
| 12/15/2033; 3/18/2034; 9/16/2034 | $5.25 adjusted pre-tax EPS | $7.10 adjusted pre-tax EPS |
| 12/12/2034 (Dec 2024 grants) | — | $7.48 adjusted pre-tax EPS (≥2-year minimum) |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 15,000 shares; <1% of class as of March 20, 2025 |
| Vested vs Unvested RSUs | Unvested: 45,000 (Staking Grant) valued $3,711,600 at $82.48; 15,000 (Dec 2024 grant) valued $1,237,200 |
| Options (Exercisable vs Unexercisable) | Unexercisable: 22,500 (3/18/2034), 22,500 (12/12/2034); no options listed as exercisable within 60 days for Denham |
| Shares Pledged as Collateral | None disclosed for Denham; company policy prohibits hedging transactions for insiders |
| Ownership Guidelines | Executives must hold equity equal to 4× base salary; compliance required within 5 years of appointment; all directors/executives other than one are in compliance as of 2025 |
| Compliance Status | Newly appointed 2024; subject to 5-year compliance timeline |
RSU vesting dates (Denham):
| Vesting Date | Shares |
|---|---|
| 3/18/2025 | 15,000 |
| 3/18/2026 | 15,000 |
| 3/18/2027 | 15,000 |
| 12/12/2027 | 15,000 |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | March 18, 2024 – March 18, 2028 |
| Base Salary & Target Bonus | $750,000 base; $1,700,000 target bonus (guaranteed pro rata for 2024) |
| Severance (without cause or Good Reason) | Cash equal to base salary + target bonus; accelerated full vesting of the 45,000 RSU Staking Grant; extended exercise period for vested options to remaining term; 18-month payroll installments; non-compete/non-solicit 12 months |
| Death/Disability | Accrued obligations; accelerated Staking Grant vesting; extended exercise period for vested options |
| Executive Severance & Change-of-Control Plan (May 2024) | Denham participates; Qualifying Termination following Change of Control: cash severance 1.5× salary ($1,125,000) and bonus (target + pro-rata, $3,046,027), full vesting of unvested RSUs (estimated $4,948,800 at $82.48), health/dental premiums paid for 18 months; exercisability window per plan |
| Clawback | Company-wide recoupment policy aligned with NASDAQ, requires recovery of incentive-based compensation upon accounting restatement |
| Insider Trading Policy | Prohibits hedging and certain derivative transactions by insiders |
Performance & Track Record
- 2024 outcomes: SEI highlighted record revenue, operating income, EPS and net sales events; returned approximately $620 million to shareholders (dividends and buybacks) . Diluted EPS was $4.41; adjusted pre-tax EPS used for option vesting was $5.98 .
- Shareholder engagement response: Adoption of a standardized Executive Severance & Change-of-Control Plan in 2024 following lower say-on-pay support, and enhanced sales disclosures by segment .
- Operational scope: As CFO/COO since Feb 25, 2025, Denham leads finance, technology strategy and execution, investment operations, HR, procurement, marketing, and global daily operations .
Compensation Committee Analysis
- Committee composition: Independent directors Carl A. Guarino (Chair), Jonathan A. Brassington, Kathryn M. McCarthy .
- Consultant: Semler Brossy engaged for executive compensation and plan design (severance/CoC plan; equity vesting hurdles); Committee determined no conflicts of interest .
- Plan features: 2024 Omnibus Equity Compensation Plan includes minimum 1-year vesting, no option repricing without shareholder approval, non-liberal change-in-control, independent administration, fungible share reserve .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval % |
|---|---|
| 2023 | 74.5% |
| 2024 | 61.8% |
Investment Implications
- Alignment and retention: Large unvested RSU balance (60,000 units) and performance-vested options with multi-year time and EPS hurdles anchor retention; ownership guideline requires 4× salary within 5 years .
- Selling pressure timing: RSU vesting dates cluster on March 18 (2025–2027) and December 12, 2027; while hedging is prohibited, these dates are potential liquidity windows subject to blackout policies .
- Severance and CoC economics: Individual agreement provides base+target bonus severance and Staking Grant acceleration; CoC plan adds 1.5× salary and bonus, full equity acceleration, and benefits continuation—supportive of continuity but could be viewed as shareholder-costly in a change-of-control scenario .
- Performance linkage: Option vesting keyed to adjusted pre-tax EPS thresholds ($5.25/$7.10 for 2023–2024 onboarding grants; $7.48 for 2024 year-end grants), reinforcing earnings-quality growth focus over time .
Source notes: Press release announcing Denham’s CFO/COO role and biography . All compensation, ownership, plan, and governance data from SEI’s 2025 and 2024 DEF 14A proxies . Financial values (Revenues, EBITDA) from S&P Global via GetFinancials; EBITDA marked with asterisk.