Valerie Brown
About Valerie G. Brown
Valerie G. Brown, age 69, has served as an independent director of StepStone Group Inc. (STEP) since April 2021. She brings extensive leadership experience in financial services and wealth management, and holds a B.S. in Chemical Engineering from Oregon State University and an MBA from Stanford University . The board has affirmatively determined Ms. Brown is independent under Nasdaq rules and SEC Rule 10A‑3, and she is designated an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advisor Group, Inc. (now Osaic Inc.) | Executive Chairman | 2016–2019 | Led network of independent investment advisors |
| Cetera Financial Group | Chief Executive Officer | 2010–2014 | CEO of retail investment advisor network |
| ING Group / ING North America | Senior leadership roles | Not specified | Financial services leadership |
| Taco Bell Worldwide | Senior leadership roles | Not specified | Consumer operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Osaic Inc. | Director | Current | Former Executive Chairman |
| AmWINS Group, Inc. | Director | Current | Specialty insurance distributor |
| Jackson Hole Airport | Director | Current | Public sector/non‑profit governance |
| Protect Our Water Jackson Hole | Director | Current | Non‑profit governance |
Board Governance
- Committee assignments: Currently a member of the Audit Committee; the Audit Committee comprises Brown, Hoffmeister (Chair), and Raymond; all are independent and audit committee financial experts .
- Approved changes effective September 18, 2025: Brown will remain on Audit and join the Nominating & Corporate Governance Committee as STEP transitions from controlled company status to Nasdaq‑compliant majority‑independent committees .
- Independence: The board affirmatively determined Brown is independent under Nasdaq and SEC 10A‑3 .
- Attendance: In fiscal 2025, the board met 7 times; Audit 4; Compensation 4; Nominating & Corporate Governance 3; each incumbent director attended at least 75% of applicable meetings; eight of nine directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors hold executive sessions at least quarterly .
- Governance context and RED FLAG: Until Sept 18, 2025, STEP relied on controlled company exemptions—its Compensation Committee and Nominating & Corporate Governance Committee consisted of Brem and Hart (CEO), not entirely independent; majority‑independent composition will be adopted post‑transition .
Fixed Compensation
- Independent director retainer: $175,000 for fiscal 2025; increased to $200,000 after the Sept 9, 2025 Annual Meeting; 50% paid in RSUs; remaining 50% paid in cash or RSUs at the director’s election; prorated for partial service .
- Audit Committee Chair retainer: $25,000; 50% RSUs; 50% cash or RSUs .
- Brown elected to receive 100% of annual retainer in RSUs; grant date September 10, 2024; RSU pricing at $50.93 .
| Component | Amount | Structure | Notes |
|---|---|---|---|
| Annual retainer (FY2025) | $175,000 | 50% RSUs; 50% cash or RSUs | Brown elected 100% RSUs |
| Annual retainer (post‑Annual Meeting) | $200,000 | Same mix | Effective after Sept 9, 2025 |
| Audit Chair retainer | $25,000 | 50% RSUs; 50% cash or RSUs | Hoffmeister is current Audit Chair |
| FY2025 director stock awards (Brown) | $174,995 | RSUs | Granted 9/10/2024 at $50.93 |
| Unvested RSUs at 3/31/2025 (Brown) | 3,436 | RSUs vest in full by earlier of 12 months or next annual meeting | Time‑based vesting |
Performance Compensation
- No performance‑based pay disclosed for non‑employee directors; director RSUs are time‑based with full vesting by the earlier of 12 months post‑grant or the next annual meeting .
- No cash bonus, options, or performance metrics tied to director compensation were disclosed for Brown .
Other Directorships & Interlocks
| Company/Entity | Relationship to STEP | Potential Interlock/Conflict |
|---|---|---|
| Osaic Inc. | No disclosed transactions with STEP | None disclosed |
| AmWINS Group, Inc. | No disclosed transactions with STEP | None disclosed |
| Jackson Hole Airport | Public/non‑profit | None disclosed |
| Protect Our Water Jackson Hole | Non‑profit | None disclosed |
Related party transactions in FY2025 were disclosed for other STEP directors and >5% holders (e.g., Argonaut/ARG affiliates and Tax Receivable Agreement payments), but none identified for Brown .
Expertise & Qualifications
- Designated audit committee financial expert; financial acumen relevant to oversight of internal controls, risk management, and auditor independence .
- Deep leadership background in wealth management and financial services (Osaic, Cetera, ING) and prior consumer operations exposure (Taco Bell) .
- STEM and MBA credentials: B.S. Chemical Engineering (Oregon State) and MBA (Stanford) .
Equity Ownership
| Item | Detail |
|---|---|
| Class A shares owned (6/30/2025) | 15,322 shares |
| Class B shares owned | None disclosed |
| Ownership as % of Class A outstanding | ~0.02% (15,322 ÷ 78,552,912) |
| Unvested RSUs (as of 3/31/2025) | 3,436 |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Stock ownership guidelines | Not disclosed in proxy; no director‑specific guideline multiple cited |
Governance Assessment
- Strengths: Independent director with audit committee financial expert designation and service on a fully independent Audit Committee; RSU election for 100% of retainer increases equity alignment; attendance met board standard (≥75%) in fiscal 2025; independent executive sessions at least quarterly .
- Transition/Remediation: STEP will cease controlled company status effective Sept 18, 2025, moving Compensation and Nominating & Corporate Governance Committees to majority‑independent compositions; Brown will serve on Audit and join Nominating & Corporate Governance post‑transition, improving oversight balance .
- RED FLAGS (structural, not Brown‑specific): Pre‑transition committees included the CEO (Hart) and Chair (Brem) on Compensation and Nominating, relying on Nasdaq controlled company exemptions; this reduced perceived independence until the September 2025 change .
- Policy Safeguards: Company prohibits hedging and pledging by directors, supporting alignment and risk management .
Note: No Form 4 insider trading transactions for Brown were disclosed in the proxy; beneficial ownership and RSU holdings are as stated above .