Scott Hart
About Scott Hart
Scott W. Hart is 44 and serves as Chief Executive Officer of StepStone Group Inc. since January 2022; he has been a director since September 2020 and holds a BBA from the University of Notre Dame . Under his tenure, the value of a $100 initial investment at IPO reached $231.39 by FY2025, while FY2025 net income was $(172.8) million and fee-related earnings (FRE) were $312.2 million, reflecting the firm’s focus on fee-based performance metrics used in executive pay decisions . Hart’s annual incentive plan is tied to FEAUM, management and advisory fees, FRE, FRE margin, adjusted net income per share, client relationship management, team/culture management, and strategic priorities including fundraising, evergreen funds, and data/technology utilization .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| StepStone Group LP | Co-CEO (Company/Partnership) | Aug 2019–Dec 2021 | Led firmwide strategy and growth; member of multiple investment and risk committees . |
| StepStone Group LP | CEO (Company/Partnership) | Jan 2022–present | Drives corporate strategy and operations as sole CEO . |
| StepStone Group LP | Co-Head, PE Co-Investments | Jan 2013–Oct 2019 | Built co-investment platform; managed key client relationships; helped open London office . |
| TPG Capital, LP | Associate | 2005–2007 | Executed and monitored PE investments; developed theses, valuation, financing and exit strategies . |
| Morgan Stanley (Consumer & Retail) | Analyst | 2003–2005 | Conducted financial and strategic analyses on M&A, LBOs, divestitures, and capital markets transactions . |
External Roles
No current external public company directorships are disclosed for Mr. Hart in the proxy statements reviewed .
Board Service, Committee Roles, and Governance
- Board service: Director since 2020; current nine-member board, chaired by Monte M. Brem .
- Committee roles: Member of the Compensation Committee (chair: Brem) and chair of the Nominating and Corporate Governance Committee (with Brem) under controlled company exemptions .
- Independence context: StepStone was a “controlled company” as of June 30, 2025 and relied on Nasdaq exemptions (majority independent board, independent-only comp and nominating committees not required). Sunset will occur September 18, 2025; by September 18, 2026 the board will be majority independent and the Compensation and Nominating committees will be fully independent after phase-in periods (majority independent by September 18, 2025) .
- Executive sessions and attendance: Independent director executive sessions are held at least quarterly. Between April 1, 2024 and March 31, 2025, the board met seven times; each incumbent director attended at least 75% of board and committee meetings .
Dual-role implications: As CEO and committee member (compensation and nominating), Hart’s involvement in oversight of executive pay and director nominations poses independence concerns mitigated by controlled company exemptions; the company plans to transition to majority-independent committees post-sunset .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 294,231 | 450,000 | 500,000 (maintained in FY2025) |
Performance Compensation
| Component (FY2025) | Cash ($) | RSUs ($) | Evergreen Fund Units ($) | Total ($) |
|---|---|---|---|---|
| Annual Incentive Bonus | 737,500 | 450,000 | 112,500 | 1,300,000 |
| Equity Award (Grant date) | Instrument | Units/RSUs | Vesting Schedule |
|---|---|---|---|
| Mar 14, 2025 | RSUs | 8,385 | 4 equal annual installments on Feb 14 of 2026, 2027, 2028, 2029 . |
| Mar 14, 2025 | Evergreen Fund Units (SPRIM) | 2,027 | Same 4-year schedule (Feb 14 of 2026–2029) . |
Notes:
- No stock options were granted; none outstanding for NEOs .
- Equity award timing practices shifted to align grants with fiscal year; awards were granted during an open window and without timing around MNPI .
Multi-Year Compensation Summary (Hart)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 294,231 | 450,000 | 500,000 |
| Cash Bonus ($) | 900,000 | 1,187,500 (CY2023 + stub) | 737,500 |
| Stock Awards ($) | 599,998 | 562,515 | 450,023 |
| All Other Compensation ($) | 1,801,027 | 520,508 | 3,017,889 (incl. carried interest/incentive fees) |
| Total ($) | 3,595,256 | 2,720,523 | 4,705,412 |
Equity Ownership & Alignment
| Holder | Class A Shares | Class B Shares | % of Class B | Total Voting Power (%) |
|---|---|---|---|---|
| Scott W. Hart | 98,708 (incl. 80,000 via family trust) | 3,061,782 (via family trust) | 7.8% | 5.6% |
| Unvested RSUs (as of Mar 31, 2025) | Grant Date | Units (#) | Market Value ($) |
|---|---|---|---|
| Scott W. Hart | 3/14/2025 | 8,385 | 437,949 (at $52.23) |
| 2/14/2024 | 11,982 | 625,820 | |
| 2/14/2023 | 10,355 | 540,842 | |
| 2/14/2022 | 1,453 | 75,890 |
| Vested in FY2025 | Units (#) | Value Realized ($) |
|---|---|---|
| RSUs (Hart) | 10,624 | 554,892 |
| Class B2 Units (Hart) → Class B Units | 17,297 | 742,733 |
Policies and guidelines:
- Hedging and pledging of StepStone securities are prohibited for directors, officers and designated employees (limited exemptions process exists for certain roles) .
- Clawback policy compliant with Nasdaq Listing Rule 5608 and SEC Rule 10D-1 to recover excess incentive-based compensation after material restatements over prior three fiscal years .
- Director compensation is paid only to independent directors; Hart receives no additional director fees as an executive officer .
Employment Terms
- No employment, severance, or change-in-control agreement disclosed for Mr. Hart; equity and carried interest awards have specified vesting/acceleration terms .
- RSUs/Evergreen Units: Full acceleration upon death/disability; continued vesting upon “Retirement” (age ≥50 and ≥15 years of service); double-trigger acceleration for termination without Cause or resignation for Good Reason within 13 months post Change in Control; detailed definitions provided in award agreements .
- Carried interest: Vests fully upon death/disability; continues vesting upon Retirement subject to non-compete and non-solicit compliance; 50% forfeiture upon termination for Cause .
| Potential Equity Payouts (as of Mar 31, 2025) | Retirement ($) | Death/Disability ($) | Qualifying Termination post-CIC ($) |
|---|---|---|---|
| Scott W. Hart – RSUs | — | 1,680,500 | 1,680,500 |
| Scott W. Hart – Evergreen Fund Units | — | 112,559 | 112,559 |
Pay vs Performance and Execution Indicators
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | Avg Non-PEO SCT ($) | Avg Non-PEO CAP ($) | Company TSR ($100 basis) | Peer Index TSR ($100 basis) | Net Income ($000s) | FRE ($000s) |
|---|---|---|---|---|---|---|---|---|
| FY2021 | 1,640,876 | 8,816,974 | 2,586,942 | 7,349,794 | 141.36 | 140.46 | 314,593 | 89,484 |
| FY2022 | 6,210,738 | 5,884,459 | 5,994,832 | 5,911,642 | 134.05 | 153.12 | 484,281 | 122,242 |
| FY2023 | 3,595,256 | 2,353,504 | 3,202,157 | 2,688,046 | 101.29 | 138.32 | (45,275) | 156,158 |
| FY2024 | 2,720,523 | 3,523,650 | 1,967,272 | 2,247,099 | 155.14 | 182.85 | 167,820 | 189,793 |
| FY2025 | 4,705,412 | 5,528,770 | 3,581,133 | 4,079,119 | 231.39 | 206.80 | (172,827) | 312,204 |
Say-on-Pay and shareholder feedback:
- Approximately 99% approval in the 2024 Say-on-Pay advisory vote; the program was not changed in specific response .
Related Party Transactions (context)
- Tax Receivable Agreements (TRA) result in cash payments to certain insiders; Hart received $36,538 in FY2025 and $60,512 to date in FY2026 under TRA distributions through family trust entities .
- Personal capital investments by executives in StepStone Funds are encouraged for alignment; Hart committed $1,501,681 between Apr 1, 2024 and Apr 30, 2025 and received $346,889 in investment distributions in that period .
Compensation Structure Analysis
- Mix shift: FY2025 saw lower cash bonus and RSU grant versus FY2024, but materially higher carried interest/incentive fee distributions in “All Other Compensation,” highlighting alignment to fund performance economics and potentially higher variability/volatility in realized pay .
- Equity program evolution: Introduction of Evergreen Fund Units in FY2025 diversified long-term incentives toward platform-linked instruments; all vest over four years, supporting retention .
- Governance transition: CEO participation in compensation and nominating committees under controlled company status will be phased out as committees become majority and then fully independent post-sunset .
- Risk controls: Prohibitions on hedging/pledging and adoption of a clawback mitigate misalignment and restatement risk .
Investment Implications
- Alignment and retention: Four-year vesting cadence for RSUs/Evergreen Units and continued carried interest vesting underpin retention; anticipate incremental share settlements mid-February annually, which can create modest insider selling pressure around vest dates absent blackout constraints .
- Governance risk and transition: CEO’s current role on compensation and nominating committees (permitted under controlled company rules) raises independence concerns; the planned shift to majority-independent committees by Sept 18, 2025 and full independence by Sept 18, 2026 reduces this risk over the next 12–24 months .
- Pay-for-performance signaling: FY2025 bonus tied to FRE, FRE margin, FEAUM, and adjusted EPS suggests continued emphasis on scalable fee economics; notable increase in “compensation actually paid” alongside stronger TSR in FY2025 may reflect equity valuation and vesting dynamics rather than solely cash pay growth .
- Trading signals: TRA cash flows to insiders and predictable vest schedules imply periodic liquidity events; however, strict anti-hedging/pledging and an enforced clawback policy mitigate adverse alignment optics .
- Ownership: Hart’s voting power of 5.6% with substantial Class B holdings indicates meaningful skin-in-the-game; absence of options and prohibition on pledging reduce leverage-related governance red flags .