Jose Fernandez
About Jose Fernandez
Co-Chief Operating Officer and Director at StepStone Group Inc. since November 2019; director since September 2020. Age 53; BA, University of Michigan; JD, Stanford Law School . StepStone’s pay program references performance measures including Total Shareholder Return (TSR), Fee-Related Earnings (FRE), FRE margin, Fee-Earning AUM (FEAUM) and adjusted net income per share for annual incentives . Company TSR since IPO: $231.39 in 2025 vs $155.14 in 2024; Net Income: $(172,827)k in 2025 vs $167,820k in 2024; FRE: $312,204k in 2025 vs $189,793k in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| StepStone Group LP | Co-COO (Nov 2019–present); COO (Mar 2017–Jul 2018); Co-founder, Partner, GC & CCO (2007–2010) | 2007–present | Co-founded firm; scaled operations; led ESG and investment activities |
| Pacific Corporate Group LLC | Managing Director & General Counsel | 2004–2006 | Led legal/compliance; research on emerging managers |
| Latham & Watkins LLP | Associate, Private Equity/Investment Fund Practice | 2001–2004 | Organized and represented PE, VC, buyout funds |
| Curtis, Mallet-Prevost, Colt & Mosle LLP | Associate | 1997–2001 | Corporate legal experience |
External Roles
No additional public company directorships disclosed in the proxy biography .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 294,231 | 450,000 | 500,000 |
| Perquisites: Insurance Premiums ($) | — | 7,943 | 7,943 |
| Perquisites: 401(k) Company Contributions ($) | — | 8,643 | 8,698 |
Notes:
- FY2025 base salary maintained at $500,000 per Compensation Committee determination .
Performance Compensation
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Bonus ($) | 900,000 | 677,500 | 377,500 |
| Stock Awards (RSUs) ($) | — | 322,488 | 257,992 |
| All Other Compensation ($) | 2,206,008 | 630,449 | 2,791,271 |
| Total Compensation ($) | 3,400,239 | 2,080,437 | 3,926,763 |
FY2025 bonus breakdown and equity grants:
| Category | Cash ($) | RSUs ($) | Evergreen Fund Units ($) | Total ($) |
|---|---|---|---|---|
| Fiscal 2025 Bonus | 377,500 | 258,000 | 64,500 | 700,000 |
Long-term incentives and vesting:
| Grant Type | Grant Date | Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs | Mar 14, 2025 | 4,807 | 25% annually on Feb 14, 2026–2029 | 2020 LTIP grants; grant-date price $53.67 |
| Evergreen Fund Units (SPRIM) | Mar 14, 2025 | 1,162 | 25% annually on Feb 14, 2026–2029 | Value reported upon vesting (not ASC 718) |
Performance metrics used for annual incentive:
| Metric | Weighting | Target | Actual | Payout Linkage | Vesting |
|---|---|---|---|---|---|
| FEAUM; Management & Advisory Fees; FRE; FRE Margin; Adjusted Net Income/Share; Client Relationship Management; Team/Culture; Strategic priorities (fundraising, tech/data, BD) | Not disclosed | Not disclosed | Holistic assessment | Cash + equity allocation per pre-determined formula | RSUs/Evergreen vest per schedule |
Other variable pay:
| Component | FY 2025 Amount ($) | Notes |
|---|---|---|
| Carried Interest & Incentive Fee Cash Payments | 2,774,630 | Long-term alignment; vesting conditions; accelerated in certain events |
Equity Ownership & Alignment
Beneficial ownership:
| As-Of Date | Class A Owned (Shares) | Class B Owned (Shares) | Total Voting Power (%) |
|---|---|---|---|
| Jun 30, 2025 | 11,210 | 5,022,101 | 9.1% |
Footnotes: Includes 3,416,602 Class B shares via a family trust and 1,605,500 Class B shares via Santaluz Capital Partners, LLC (Fernandez is a manager) .
Schedule 13D beneficial ownership (Class A):
| As-Of Date | Class A Beneficially Owned (Shares) | Percent of Class A (%) |
|---|---|---|
| Sep 12, 2025 | 5,033,311 | 6.0% |
Outstanding unvested equity (as of Mar 31, 2025):
| Award | Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| RSUs | Mar 14, 2025 | 4,807 | 251,070 (at $52.23) |
| RSUs | Feb 14, 2024 | 6,869 | 358,768 |
Trading arrangements and potential insider selling pressure:
| Arrangement | Adoption Date | Termination | Shares Planned | Conditions |
|---|---|---|---|---|
| Rule 10b5-1 Plan | Aug 11, 2025 | Dec 31, 2025 | 211,210 | Minimum price conditions on sales |
Alignment policies:
- Hedging and pledging of StepStone securities prohibited for directors/officers and certain employees .
- Clawback policy compliant with Nasdaq Rule 5608; restatement-triggered recovery over prior three fiscal years .
- Deferred compensation: Fernandez elected to defer settlement of all 2025 RSUs to a lump sum upon the earlier of June 1, 2030 or separation .
Employment Terms
| Provision | Term |
|---|---|
| Employment/severance agreement | No employment, severance, or change-in-control agreement for Fernandez (only CFO has CIC agreement) |
| RSU/Evergreen vesting on events | Death/disability: full vest; Retirement (age ≥50 and ≥15 years): continue vesting; Double-trigger CIC: full vest if terminated without Cause or resigns for Good Reason within 13 months after CIC |
| Definitions | Cause/Good Reason/Change in Control defined in award agreements |
| Carried interest vesting | Death/disability: full vest; Retirement: continue vesting subject to non-compete/non-solicit; For Cause: 50% forfeiture of retained carried interest |
| Quantified vesting value (as of Mar 31, 2025) | RSUs: $609,837 in each of Retirement, Death/Disability, or CIC termination; Evergreen Units: $64,526 in each case |
Board Governance
Role and service history:
- Director since 2020; executive officer (Co-COO) since 2019 . Not independent (as an executive) .
- Board leadership separated: CEO (Scott Hart) and Chair (Monte Brem) roles are distinct .
Committee structure and independence:
- FY2025 Compensation Committee: Brem (Chair), Hart (CEO member); transitioning to majority independent composition from Sep 18, 2025 and fully independent by Sep 18, 2026 .
- FY2025 Audit Committee: Brown, Hoffmeister (Chair), Raymond—all independent and financial experts .
Meetings and attendance (FY2025):
| Body | Meetings Held | Attendance Threshold |
|---|---|---|
| Board | 7 | All incumbent directors ≥75% |
| Audit Committee | 4 | — |
| Compensation Committee | 4 | — |
| Nominating & Corporate Governance | 3 | — |
| Executive sessions of independent directors | At least quarterly |
Director compensation program:
| Item | Amount |
|---|---|
| Annual retainer (independent directors) | $175,000 (FY2025); increases to $200,000 after 2025 Annual Meeting |
| Audit Chair retainer | $25,000 |
| Form of pay | 50% RSUs; remaining 50% cash or RSUs at director election |
| Jose Fernandez | No separate director pay while serving as an executive |
Related Party Transactions and Other Disclosures
- Investments in StepStone funds (4/1/2024–4/30/2025): Commitments $14,544,972; Distributions $8,860,473 .
- Tax Receivable Agreements (TRA) payments to Fernandez (through family trust): FY2024 $587,535; to date FY2026 $577,450 .
- Schedule 13D disclosures: Fernandez is Co-COO and Director; no criminal or civil proceedings in last five years; U.S. citizen .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: ~99% approval at 2024 annual meeting; no specific program changes made in response .
Compensation Committee Practices
- Consultant: Johnson Associates engaged in FY2025 and FY2024 to provide market data; no disclosed target percentile or fixed peer group for executive pay benchmarking .
- Equity grant timing shifted to March in FY2025; grants made during open trading windows; no options granted to NEOs in FY2025 .
Investment Implications
- Strong ownership alignment: significant Class B holdings (family trust and entity-managed interests) and unvested RSUs; hedging/pledging prohibited; clawback in place .
- Near-term selling pressure: Rule 10b5-1 plan for up to 211,210 Class A shares through Dec 31, 2025 with minimum price conditions .
- Pay-for-performance linkage is judgmental rather than formulaic; FY2025 payouts reflect holistic assessment against FRE, FEAUM, margins and strategic goals . Large carried interest distributions create variable “All Other Compensation” that can be high in strong fund realization periods .
- Governance transition: loss of controlled company status on Sep 18, 2025 leads to increased board/committee independence—reducing dual-role concerns where CEO sat on Compensation Committee; full independence targeted by Sep 18, 2026 .
- Change-in-control protection: double-trigger vesting on RSUs/Evergreen with quantified exposure ($674k total) suggests modest CIC acceleration economics relative to total holdings; no severance agreement for Fernandez .
Appendix: Additional Detail Tables
Summary Compensation (Jose A. Fernandez)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 294,231 | 450,000 | 500,000 |
| Bonus ($) | 900,000 | 677,500 | 377,500 |
| Stock Awards ($) | — | 322,488 | 257,992 |
| All Other Compensation ($) | 2,206,008 | 630,449 | 2,791,271 |
| Total ($) | 3,400,239 | 2,080,437 | 3,926,763 |
Pay Versus Performance (Company Metrics reference)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| TSR (Initial $100) ($) | 155.14 | 231.39 |
| Peer Group TSR (DJ US Asset Managers) ($) | 182.85 | 206.80 |
| Net Income ($000s) | 167,820 | (172,827) |
| Fee-Related Earnings (FRE) ($000s) | 189,793 | 312,204 |
Potential Payments on Termination (Jose Fernandez as of Mar 31, 2025)
| Scenario | RSUs ($) | Evergreen Fund Units ($) |
|---|---|---|
| Retirement | 609,837 | 64,526 |
| Death/Disability | 609,837 | 64,526 |
| Qualifying Termination in Connection with CIC | 609,837 | 64,526 |
Director Compensation Program Summary (for governance context)
| Item | FY 2025 | Post-2025 Annual Meeting |
|---|---|---|
| Independent Director Annual Retainer ($) | 175,000 | 200,000 |
| Audit Chair Retainer ($) | 25,000 | 25,000 |
| Form | 50% RSUs; 50% cash/RSUs | 50% RSUs; 50% cash/RSUs |
10b5-1 Trading Arrangement (Jose A. Fernandez)
| Date Adopted | Plan Termination | Aggregate Shares to be Sold |
|---|---|---|
| Aug 11, 2025 | Dec 31, 2025 | 211,210 |
Minimum price conditions apply to sales under the plan .
Equity Ownership Details (as-of June 30, 2025)
| Holder | Class A (Number) | Class B (Number) | Total Voting Power (%) |
|---|---|---|---|
| Jose A. Fernandez | 11,210 | 5,022,101 | 9.1% |
Footnotes: Includes 3,416,602 Class B via family trust and 1,605,500 Class B via Santaluz Capital Partners, LLC (Fernandez is manager) .
Investment Implications
- Alignment is supported by sizable retained equity, long vesting horizons for RSUs/Evergreen, and hedging/pledging prohibitions—reducing misalignment risk .
- Expect potential incremental stock supply through year-end 2025 from the 10b5-1 plan; monitor execution pace and price thresholds .
- Variable carried interest inflows can inflate “All Other Compensation,” reflecting fund performance cycles rather than guaranteed cash pay—considering as a positive alignment lever but a potential optical risk for pay magnitude .
- Governance is improving post-controlled status sunset with increasing committee independence, mitigating prior dual-role concerns (e.g., CEO on Compensation Committee) and strengthening oversight .