Monte Brem

About Monte M. Brem

Monte M. Brem (age 56) is Chairperson of StepStone Group Inc.’s board (since November 2019). A StepStone co‑founder, he was CEO from January 2007 to August 2019, then Co‑CEO through December 2021, Executive Chairman from January 2022 to July 2023, and has served as Executive Advisor to the Company since August 1, 2023. He previously was Managing Director/Principal and then President at Pacific Corporate Group (2002–2005) and an associate at Gibson, Dunn & Crutcher; he holds a B.A. (San Diego State University), J.D. and MBA (University of San Diego) and is a member of the California bar (inactive) .

Past Roles

Board Governance

• Board leadership: Chairperson of the Board; board size 9 directors; all directors now stand for annual elections .
• Committee assignments (current): Compensation Committee member and Chair; Nominating & Corporate Governance Committee member (Hart chairs NCGC) .
• Director independence: Board determined Valerie G. Brown, David F. Hoffmeister, and Anne L. Raymond are “independent” under Nasdaq/Rule 10A‑3; executive sessions of independent directors held at least quarterly and chaired by an independent director .
• Attendance and engagement: Between April 1, 2024 and March 31, 2025 the board met 7 times; CC met 4; NCGC met 3; each incumbent director attended at least 75% of respective meetings; 8 of 9 directors attended the 2024 annual meeting .
• Controlled company transition: STEP was a “controlled company” with Class B holders controlling ~61.8% of voting power as of June 30, 2025; a “Sunset” will occur on September 18, 2025, after which STEP will no longer be controlled. The Company plans to transition to majority‑independent board by Sept 18, 2026; CC and NCGC to majority‑independent as of Sept 18, 2025 and entirely independent by Sept 18, 2026 .
• Class B Committee/nomination control: Under the Stockholders Agreement (expiring Sept 18, 2025), a Class B Committee (including Brem) designates director nominees, and parties agree to vote accordingly .

Fixed Compensation

Notes on director pay program (context): Independent directors received a $175,000 annual retainer in FY2025 (50% RSUs; 50% cash or RSUs at director election). Effective after the 2025 Annual Meeting, the retainer increases to $200,000; Audit Chair receives an additional $25,000 (50% RSUs; 50% cash or RSUs) .

Performance Compensation

Breakout of FY2025 total reported compensation: $250,000 consulting fees plus $2,494,268 carried interest cash (total $2,744,268) .

Equity Ownership

• Footnote: Shares owned by MMAR HNL, LLC; Mr. Brem is manager of MMAR HNL, LLC .
• Hedging/pledging: STEP’s Insider Trading Policy prohibits directors and officers (and certain others) from hedging and pledging StepStone securities, subject to limited exemptions; policy is filed as exhibit to the FY2025 10‑K .

Insider Trades

Other Directorships & Interlocks

• Class B Committee membership: As of the proxy date, members included Monte Brem, Scott Hart, Jason Ment, Jose Fernandez, Michael McCabe, and Thomas Keck; the committee designated director nominees and coordinated voting pursuant to the Stockholders Agreement (expires Sept 18, 2025) .
• Compensation Committee interlocks: The Compensation Committee consisted of Brem (Chair) and CEO Scott W. Hart during FY2025; the Company relied on Nasdaq controlled company exemptions for committee independence .

Expertise & Qualifications

• Private markets investor/operator with founding/operator experience at StepStone and prior senior role at Pacific Corporate Group .
• Legal training and corporate governance experience (Gibson, Dunn & Crutcher; J.D./MBA) .

Related‑Party Transactions and Potential Conflicts

Additional context: The Company explains the controlled company structure and Class B Committee’s control of nominations through Sept 18, 2025 . The Compensation Committee also oversees related person transactions policy via Audit Committee review processes (policy context).

Say‑on‑Pay & Shareholder Feedback

• At the 2024 Annual Meeting (Sept 10, 2024), Say‑on‑Pay received 289,861,949 For; 2,453,032 Against; 61,165 Abstain; broker non‑votes 3,175,681 .
• Director election results included Brem’s re‑election (257,079,747 For; 35,296,399 Withheld; 3,175,681 broker non‑votes) .

Governance Assessment

• Committee leadership and independence: Brem chairs the Compensation Committee while the CEO serves on the committee under controlled company exemptions—this weakens perceived independence of executive pay oversight until the post‑Sunset transition (majority‑independent committees as of Sept 18, 2025; fully independent by Sept 18, 2026) .
• Controlled company/nomination control: Until Sept 18, 2025, the Class B Committee (including Brem) designated director nominees and coordinated voting under the Stockholders Agreement—this concentrates control and may constrain refreshment; the agreement expires at the Sunset .
• Attendance/engagement: All incumbent directors met the 75% attendance threshold in FY2025; independent director executive sessions held at least quarterly—positive for board process .
• Compensation and alignment: Brem is not in the independent director pay program; his compensation comprises a fixed consulting fee and substantial carried interest cash allocations. While carried interest can align with long‑term investment performance, its magnitude ($2.49M in FY2025) versus fixed consulting ($250k) and ongoing TRA receipts could present perceived conflicts given his roles on compensation and governance committees .
• Policies: Prohibitions on hedging and pledging of Company securities by directors/officers mitigate alignment risks .

RED FLAGS

• Compensation Committee comprised of Chair (Brem) plus the CEO under controlled company exemptions (independence risk until transition) .
• Class B Committee nomination control through Sept 18, 2025 (entrenchment risk), with Brem as a member .
• Significant related‑party payments (TRA) to Brem (FY2025 $2.21M; FY2026‑to‑date $2.25M) alongside consulting fees and carried interest allocations (FY2025 $2.49M) while holding governance roles (Compensation, NCGC) .