Jon Winkelried
TPGAbout Jon Winkelried
Jon Winkelried (age 65) is Chief Executive Officer of TPG since 2021, having served as Co‑CEO since 2015 and as a director since TPG Inc.’s inception; he holds a BA and MBA from the University of Chicago and previously spent 27 years at Goldman Sachs, including President and Co‑COO and board member (2006–2009) . Firm performance during his tenure shows strong momentum: TPG’s AUM reached $286.4B in Q3 2025 (+20% YoY), FRR was $509M and FRE $225M, with After‑tax DE of $214M and an operating profit margin of 16.3% for 3Q’25 . Pay‑versus‑performance disclosures show TSR rose to 239.23 in 2024 (from 158.86 in 2023), with net income and FRE detailed below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs Group, Inc. | Partner; President & Co‑COO; Director | 1982–2009 | Senior operating leadership; management committee, partnership and capital committees; founded business practices committee |
| JW Capital Partners | Manager | 2010–2013 | Private investments across technology, real estate, healthcare, natural resources |
| Thrive Capital | Strategic Advisor & Partner | 2013–2015 | Venture capital advisory focused on technology investing |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McAfee Corp | Director | Within last five years | Public board experience in cybersecurity |
| Delos Living LLC | Director | — | Private company governance |
| MX Technologies | Director | — | Fintech governance |
| Creative Planning, LLC | Director | — | Wealth management governance |
| Vanderbilt University | Trustee | Current | Higher‑education governance |
| University of Chicago | Trustee | Prior | Higher‑education governance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $512,308 | $509,615 | $500,000 |
Performance Compensation
| Component | 2024 Amount ($) | Source/Structure | Notes |
|---|---|---|---|
| Pool Program – Annual Incentive Process | $2,000,000 | Performance allocations (pool) | Part of year‑end partner compensation |
| Pool Program – Compensation Committee Process | $7,000,000 | Performance allocations (pool) | Determined per employment agreement |
| Platform‑level Program – Discretionary Allocation | $2,000,000 | Non‑pro rata discretionary allocation | Added by Compensation Committee |
| RSUs – Annual Incentive Process | $3,000,000 | Omnibus Plan | Granted in 2025; three‑year ratable vesting |
| RSUs – Compensation Committee Process | $4,831,284 | Omnibus Plan | Granted in 2025; three‑year ratable vesting |
| Total Annual Incentive (Committee determination) | 115% of Baseline TAIC | Formulaic band 85%–115% | Baseline constructed from top partner incentives and DAWPY metrics |
CEO PRSU award (long‑term performance equity):
- Market price hurdles: 150%, 167%, 183%, 200% of grant‑date close; first three hurdles were achieved on Sep 26, 2024; Oct 21, 2024; and Nov 12, 2024 .
- Service vesting: 20% each on Jan 13, 2025–2029; settlement of PRSUs vesting before Jan 13, 2029 occurs promptly after Jan 13, 2029; PRSUs vesting after that settle after Jan 13, 2030 .
- If qualified termination at 12/31/2024: service credit to next vest date; 648,689 RSUs and 583,821 PRSUs earned (remaining 194,606 PRSUs eligible upon future hurdle achievement) .
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Class A shares beneficially owned | 682,757 shares (less than 1%) |
| Control Group voting | GP LLC (controlled by entities owned by Coulter and Winkelried) controls 245,970,148 Class B shares (10 votes/share), conferring ~94.4% total voting power prior to Sunset |
| Unvested RSUs (selected) | 196,503 (1/13/2023 grant); 143,104 (1/13/2024 grant) |
| Special RSUs (CEO LT award) | 2,594,755 unvested RSUs; 25% service‑vest each on Jan 13, 2025–2028 |
| PRSUs (CEO LT award) | 2,919,103 unearned shares with market goals already achieved; 973,030 unearned shares tied to remaining hurdle |
| TPG Partner Units (pre‑IPO grants) | 505,040 unvested units; vest 238,373 (12/31/2025), 133,334 (12/31/2026), 133,333 (12/31/2027) |
| TPG Partner Units (reallocated 2024) | 323,055 unvested units; vest 37,416 (1/13/2025), 113,739 (1/13/2026), 95,610 (1/13/2027), 76,290 (1/13/2028) |
| Hedging/Pledging policy | Hedging and pledging of Company securities prohibited without prior approval; policy on website; applicable to directors and officers |
| Ownership guidelines (executives) | Not disclosed; Compensation Committee reviews stock ownership policies |
Upcoming vest/settlement schedule (selected):
| Award Type | 2025 | 2026 | 2027 | 2028 | Settlement |
|---|---|---|---|---|---|
| RSUs (2023 grants) | 33% tranche | 33% tranche | 33% tranche | — | — |
| RSUs (CEO special RSUs) | 25% service‑vest (Jan 13, 2025) | 25% (Jan 13, 2026) | 25% (Jan 13, 2027) | 25% (Jan 13, 2028) | After each vest |
| PRSUs (CEO LT award) | 20% service tranche; 3 hurdles achieved | 20% service tranche | 20% | 20% | PRSUs achieved before Jan 13, 2029 settle after Jan 13, 2029; later settle after Jan 13, 2030 |
| TPG Partner Units (pre‑IPO) | 238,373 vest 12/31/2025 | 133,334 vest 12/31/2026 | 133,333 vest 12/31/2027 | — | Exchange rights per agreements |
| TPG Partner Units (reallocated 2024) | 37,416 vest 1/13/2025 | 113,739 vest 1/13/2026 | 95,610 vest 1/13/2027 | 76,290 vest 1/13/2028 | Exchange rights per agreements |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Dated Dec 15, 2021; approved Dec 14, 2021; includes benefits, side‑by‑side investment rights, travel, indemnification |
| Severance – cash | For qualified termination: 4× average total annual incentive + base salary (prior two years) and prior‑year discretionary pool allocation; values at 12/31/2024 were $97,086,392 and $4,906,132 respectively; 2× after Sunset; 1× for orderly retirement; lump sum if within one year of change‑in‑control |
| Severance – equity | Continued vesting of TPG Partner Units, platform awards, and Omnibus equity (incl. pool program equity); value estimates at 12/31/2024: $50,604,532 (qualified termination); if resign w/o good reason: $21,340,904; forfeiture for cause/material covenant breach |
| Special CEO LT award treatment | On qualified termination at 12/31/2024, credit to next service date and vest into 648,689 RSUs and 583,821 PRSUs; change‑in‑control accelerates if not assumed and assesses market conditions at closing |
| Health/transition benefits | Lifetime health for employee/spouse ($1,537,000) and 5‑year financial planning, personal assistant, office/IT ($1,689,775) |
| Restrictive covenants | Governed by GP LLC LLCA; “Type 1 Leaver” status implies shorter covenant periods; violations trigger forfeiture and repurchase rights on certain units |
| Clawbacks | Dodd‑Frank‑compliant recoupment policy and broader discretionary clawback for detrimental conduct and supervision failures |
Board Governance
- Roles and committees: Winkelried is a management director and Chair of TPG’s Executive Committee; he is not a member of the Audit or Compensation Committees, which are fully independent .
- Controlled company status: TPG is a controlled company under Nasdaq with four independent directors and independent Audit and Compensation Committees; transition to a majority‑independent board (“Sunset”) is targeted by 2027 .
- Pre‑Sunset rights: Founders and CEO have certain governance rights; CEO compensation is determined by independent directors, while other senior partner compensation involves joint approval by CEO and Executive Chair .
- Attendance: The board met 8 times in 2024; most directors attended at least 75% of meetings; executive sessions of independent directors are held at least twice per year .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Index $100 at baseline) | 97.80 | 158.86 | 239.23 |
| Net Income ($ thousands) | 92,426 | 80,090 | 23,483 |
| Fee‑Related Earnings (FRE) ($ thousands) | 453,850 | 606,331 | 764,228 |
Q3 2025 highlights under Winkelried’s leadership: AUM $286.4B (+20% YoY), FAUM $163.0B (+15% YoY), FRR $509M (+11% YoY), FRE $225M (+18% YoY), After‑tax DE $214M; capital raised $18.1B and invested $14.9B in 3Q’25; dividend declared $0.45 per share .
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprised of independent directors; determines CEO and Executive Chair annual incentives within defined bands; approves Section 16 equity awards .
- Consultant engagement: Semler Brossy advised on CEO/Executive Chair compensation; Korn Ferry conducted compensation risk review (no material adverse effect) .
- Peer group benchmarking: TPG did not benchmark NEO pay to a peer group in 2024 .
Related Party & Other
- Side‑by‑side investments: Executives (including Winkelried) may invest alongside TPG funds, generally on “no management fee, no performance allocation” terms, subject to caps and legal limitations .
- Hedging/pledging: Prohibited absent prior approval; no pledging disclosed for Winkelried .
Multi‑Year Compensation Summary (CEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $512,308 | $509,615 | $500,000 |
| Stock Awards ($) | $1,444,436 | $184,999,271 | $17,052,695 |
| All Other Compensation ($) | $32,167,200 | $13,177,040 | $15,202,021 |
| Total Compensation ($) | $34,123,944 | $198,685,926 | $32,754,716 |
Notes:
- 2024 “All Other Compensation” includes $6,082,925 platform‑level performance allocations (incl. $2,000,000 discretionary allocation), $9,000,000 pool program allocations (incl. $7,000,000 by Compensation Committee), perquisites and benefits detailed therein .
Investment Implications
- Pay‑for‑performance alignment: CEO’s large PRSU grant is directly tied to multi‑year market price hurdles with settlement deferred to 2029/2030, reinforcing long‑term alignment and reducing near‑term selling pressure . Annual incentives combine performance allocations (pool/platform) and RSUs, with the Committee setting CEO awards within a formulaic band linked to firmwide top partner incentives and DAWPY metrics .
- Retention and risk: Significant unvested RSUs/PRSUs and Partner Units vesting through 2028, plus substantial severance and lifetime benefits, lower departure risk but create potential overhang and payout sensitivity in change‑in‑control scenarios .
- Governance and independence: Controlled‑company status and pre‑Sunset CEO/Founder rights concentrate influence; planned transition to a majority‑independent board by 2027 mitigates medium‑term governance risk . Independent Compensation and Audit Committees and enhanced clawback policies provide guardrails .
- Trading signals: Upcoming vesting dates (RSUs/Partner Units) and deferred PRSU settlement suggest staggered potential supply; however, hedging/pledging restrictions and executive policies limit opportunistic disposals; strong AUM/FRR/FRE momentum under Winkelried supports positive sentiment into 2026 with dividend capacity tied to After‑tax DE .