Thomas Keck

About Thomas Keck

Independent director since 2020; age 59 as of the record date. Co‑founder and Partner of StepStone Group LP (the “Partnership”), leading global research and portfolio management and the development of StepStone Private Market Intelligence; involved in responsible investment and risk management initiatives. Education: BA, George Washington University; MBA, University of Chicago Booth; prior U.S. Navy Naval Flight Officer (EA‑6B, USS Nimitz) with multiple decorations (1988‑1995). Board biography emphasizes extensive private markets investing experience .

Past Roles

External Roles

Board Governance

• Committee assignments: No Audit, Compensation, or Nominating & Corporate Governance committee membership disclosed for Keck; current Audit Committee is Brown (member), Hoffmeister (chair), Raymond (member) .
• Independence: Not eligible for independent director compensation as a Partner of the Partnership, indicating non‑independent status; independent directors flagged in the proxy are Brown, Hoffmeister, Raymond .
• Attendance: Board held 7 meetings; Audit 4; Compensation 4; NCGC 3 in FY2025; each incumbent director attended at least 75% of applicable meetings; 8 of 9 directors attended the 2024 Annual Meeting .
• Control dynamics and nomination influence: Member of the Class B Committee under the Stockholders Agreement, which controlled director nominations and outcomes until its September 18, 2025 expiry; Class B Committee members included Brem, Hart, Ment, Fernandez, McCabe, and Keck .
• Controlled company status: Prior to the Sunset date, Class B stockholders held ~61.8% of voting power due to 5‑vote Class B shares; company elected controlled‑company exemptions (non‑majority independent board, non‑independent compensation/nomination processes) until September 18, 2025 .

Fixed Compensation

Note: Keck is not eligible for compensation under the director compensation program because he is a Partner; values shown are employee compensation paid by the Partnership .

Performance Compensation

RSU vesting for independent directors: annual retainer RSUs vest at the earlier of 12 months from grant or the next annual meeting; Keck does not participate in this program .

Other Directorships & Interlocks

No current public company directorships disclosed for Keck .

Expertise & Qualifications

• Private markets investing, research, and portfolio management leadership; development of market intelligence capabilities .
• Risk management and responsible investment participation .
• Operational and strategy background (PCG, Blue Capital, McKinsey); MBA Booth; BA GWU; decorated military service .

Equity Ownership

Breakdown:

• Family trust: 100,750 Class A; 2,551,124 Class B (shared voting power with spouse) .
• Cresta Capital, LLC: 1,645,374 Class B; Keck is a manager of Cresta Capital .

Stockholders Agreement deemed ownership:

• Each Class B Committee member may be deemed to have beneficial ownership of 8,915,432 Class A and 32,331,035 Class B shares held by parties to the agreement (omitted from the main table totals) .

Hedging/pledging policy:

• Insider Trading Policy prohibits hedging and pledging of StepStone securities by directors and specified personnel .

Related Party Exposure

Policy framework for related person transactions administered by the Audit Committee; no other related person transactions requiring disclosure beyond those listed .

Governance Assessment

• Strengths:

  • Significant firm‑specific expertise in private markets, research, and risk management; substantial ownership aligning interests with shareholders .
  • Board‑level attendance threshold met; participates in controlled company governance transition to non‑controlled status post‑Sunset .

• Concerns/RED FLAGS:

  • Not independent (Partner of the Partnership); receives salary, bonus, carried interest, and employee equity, which can create potential conflicts between shareholder oversight and Partnership economics .
  • Member of the Class B Committee that controlled nominations and stockholder vote outcomes until September 18, 2025; concentrated influence may dampen minority shareholder confidence .
  • Personal investments in StepStone Funds and related distributions—aligned with firm policy but represent related‑party exposure that requires robust Audit Committee oversight .
  • Director compensation program excludes him; equity exposure is primarily via employee grants and multi‑class ownership, not standardized independent director equity retainer—complicates pay‑for‑performance benchmarking .

• Mitigants:

  • Prohibitions on hedging and pledging reduce misalignment risks .
  • Beneficial ownership transparently disclosed, including trust and LLC holdings .

Notes on director compensation program (context):

• Independent director annual retainer was $175,000 in FY2025, increasing to $200,000 after the 2025 Annual Meeting; 50% payable as RSUs, remainder cash or RSUs; Audit Chair additional $25,000 (same 50/50 mix). Keck is not eligible under this program due to Partnership status .

FOR reference—Board and committees activity FY2025:

• Board: 7 meetings; Audit: 4; Compensation: 4; NCGC: 3; each director met ≥75% attendance; 8/9 directors attended 2024 Annual Meeting .