Todd Sisitsky
TPGAbout Todd Sisitsky
Todd Sisitsky is President of TPG and a management director on TPG’s board; he has served in both roles since TPG Inc.’s inception following the 2022 IPO. Age 53, Sisitsky graduated summa cum laude from Dartmouth College (BA) and earned an MBA from Stanford GSB as an Arjay Miller Scholar. He has been Managing Partner of TPG Capital in the U.S. and Europe since 2015, co-leading investments across healthcare services, pharma and devices, including roles in Allogene Therapeutics, IQVIA, Biomet, Par Pharmaceutical and others. Firm-wide performance metrics used in executive pay decisions include AUM, after-tax distributable EPS, fee-related earnings (FRE), FRE margin, and fund performance; specific TSR/revenue/EBITDA growth figures are not disclosed for him .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TPG Inc. | President and Director | Since inception (2022–present) | Executive leadership; member of Executive Committee shaping strategy and compensation processes |
| TPG Capital (U.S. & Europe) | Managing Partner | 2015–present | Co-leads healthcare investments across services, pharma, devices; leadership on major deals (IQVIA, Allogene, Biomet, Par) |
| TPG | Control Group member | 2024–present | Governance influence pre-“Sunset” transition; expanded control group to include Sisitsky in phase two |
External Roles
| Organization | Role | Years |
|---|---|---|
| IQVIA Holdings, Inc. | Director | Current |
| Allogene Therapeutics, Inc. | Director | Current |
| Convey Health Solutions, Inc. | Director | Within last 5 years |
| Endo International plc | Director | Within last 5 years |
| Confluent Medical Technologies | Director (private) | Current |
| Monogram Health | Director (private) | Current |
| Grassroot Soccer (non-profit) | Director | Current |
| Dartmouth College | Board of Trustees | Current |
Fixed Compensation
Multi-year NEO compensation (as reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 509,615 | 500,000 |
| Stock Awards ($, ASC 718) | 16,552,758 | 2,576,733 | 11,953,165 |
| All Other Compensation ($) | 46,858,533 | 13,251,351 | 9,028,332 |
| Total Compensation ($) | 63,911,291 | 16,337,699 | 21,481,497 |
Breakdown of 2024 stock awards and components:
| Component | Amount ($) |
|---|---|
| RSUs for 2023 annual incentive (granted 1/13/2024) | 1,165,397 |
| Additional RSUs for 2023 (granted 1/13/2024) | 3,399,006 |
| Reallocated TPG Partner Units (various dates in 2024) | 7,388,762 |
Perquisites and benefits (2024):
- Umbrella liability insurance premium: $2,164; 401(k) employer contribution: $27,600 .
Performance Compensation
Incentive components for 2024 (determined by CEO):
| Incentive Type | Metric/Structure | Payout ($) | Vesting |
|---|---|---|---|
| Pool Program performance allocations | Discretionary allocations tied to fund performance and service | 2,000,000 | Distributions; generally not subject to clawback; service conditions apply on distribution timing |
| RSUs (Omnibus Plan) for 2024 incentive (granted in 2025) | Service-based equity aligned to long-term performance | 3,000,000 (dollar value converted to RSUs at grant) | Vests in three equal annual installments beginning on 1st anniversary |
| Platform-Level Program allocations | Vintage shares, investment-specific awards, discretionary allocations | Included in “All Other Compensation” (2024 platform distributions: $6,998,568) | Subject to clawback; senior partner vesting schedule for vintage shares starting Jun 30, 2024 |
IPO PRSU market-price performance metrics (applies to Sisitsky):
| Award | Performance Hurdle | Status | Service Vesting |
|---|---|---|---|
| IPO PRSUs | 30-day VWAP ≥ 1.5× IPO price | Achieved Mar 22, 2024 | 25% annually on 2nd–5th anniversaries of grant; vest upon both service and performance |
| IPO PRSUs | 30-day VWAP ≥ 2.0× IPO price | Achieved Oct 22, 2024 | Same as above |
2024 grant detail (shares and ASC 718 values):
| Grant Date | Type | Shares (#) | Fair Value ($) |
|---|---|---|---|
| 1/13/2024 | RSUs (annual incentive for 2023) | 29,859 | 1,165,397 |
| 1/13/2024 | RSUs (additional for 2023) | 87,087 | 3,399,006 |
| 1/15/2024 | TPG Partner Units (reallocation) | 48,119 | 1,726,526 |
| 4/01/2024 | TPG Partner Units (reallocation) | 5,441 | 225,169 |
| 4/10/2024 | TPG Partner Units (reallocation) | 24,823 | 1,022,769 |
| 10/31/2024 | TPG Partner Units (reallocation) | 14,713 | 946,046 |
| 11/12/2024 | TPG Partner Units (reallocation) | 54,408 | 3,468,252 |
Vesting schedules:
- RSUs (annual incentive): 33% annually over 3 years .
- RSUs (additional 2023 services): 25% annually over 4 years .
- Vintage share awards (platform-level): senior partner schedule beginning Jun 30, 2024 (40% year of issuance; 15% annually thereafter) .
- TPG Partner Units (specific reallocation tranches): vesting dates in 2025–2028 per tranche .
Clawbacks and recoupment:
- Dodd-Frank-compliant clawback policy plus broader discretionary recoupment for accounting restatements and detrimental conduct; performance allocations under platform-level program generally subject to fund-level clawback .
Equity Ownership & Alignment
Beneficial ownership and outstanding unvested awards (as of Dec 31, 2024):
| Category | Quantity | Market/Value Basis |
|---|---|---|
| Class A Common Stock beneficially owned | 521,908 shares (<1% of Class A) | |
| Unvested TPG Partner Units (pre-IPO grants) | 867,499 units; market value $52,844,386 | |
| Unvested TPG Partner Units (reallocations) | 208,157 units; market value $12,708,309 | |
| Unvested RemainCo interests | 8,381 interests; market value $3,944,099 | |
| Unvested RSUs (IPO grants) | 254,237; market value $15,976,253 | |
| Unvested RSUs (2022 annual incentive) | 25,799; market value $1,621,209 | |
| Unvested PRSUs (IPO) | 254,237; market value $15,976,253 (full performance assumed) | |
| Unvested RSUs (2023 annual incentive) | 29,859; market value $1,876,340 | |
| Unvested RSUs (additional 2023 services) | 87,087; market value $5,472,547 |
Alignment and restrictions:
- Hedging/pledging of Company securities prohibited without prior approval; separate transfer/hedging restrictions apply to TPG Partner Units until exchanged for Class A stock .
- Investor Rights Agreement imposes staged transfer/exchange limits for TPG partners: up to two-thirds between third and fourth IPO anniversaries; up to 100% after fourth anniversary (post-Jan 2026), subject to Exchange Agreement; GP LLC can block certain exchanges pre-“Sunset” .
- Side-by-side investments demonstrate skin-in-the-game; Sisitsky invested $7,673,496 alongside TPG funds in 2024 and received $2,106,692 in distributions .
Employment Terms
| Element | Description |
|---|---|
| Contract/Offer Letter | NEOs other than CEO/Executive Chair are on offer letters: title, base salary, eligibility for discretionary incentives, benefits; confidentiality and standard covenants . |
| Base Salary | $500,000 for 2024 . |
| Incentive Vehicles | Pool program distributions; platform-level program (vintage shares, investment-specific awards, discretionary allocations); RSUs/PRSUs under Omnibus Plan . |
| Severance/Change-in-Control | Specific severance and CIC economics are detailed for CEO; for NEOs generally, unvested TPG Partner Units/RemainCo interests forfeit on termination; death/disability receive two years of accelerated forward vesting . |
| Clawbacks | Dodd-Frank compliant plus enhanced discretionary recoupment for misconduct and restatements . |
| Non-compete/Restrictive Covenants | Breach can trigger forfeiture of partnership interests and termination of distributions; certain repurchase rights on cause/breach . |
| Perquisites | Health & welfare benefits; 401(k) matching and additional contribution; umbrella liability program; occasional tickets; aircraft/car services at personal cost; financial planning services available to partners . |
Board Governance
- Service: Management director (non-independent); member of Executive Committee (with CEO as Chair) .
- Committee roles: Executive Committee; independent committees (Audit, Compensation, Conflicts) are exclusively independent; Sisitsky does not serve on these .
- Attendance: In 2024, each incumbent director except Messrs. Rhodes and Sarvananthan attended ≥75% of meetings; Sisitsky met attendance expectations .
- Controlled company status: TPG is a controlled company until the “Sunset” (expected 2027), transitioning to a majority independent board; control group expanded in 2024 to include Sisitsky and Kelvin Davis .
- Dual-role implications: As President and director in a controlled company structure, governance influence is high via the Executive Committee and Control Group, but key compensation decisions for CEO/Executive Chair are overseen by a fully independent Compensation Committee; Audit and Conflicts Committees are fully independent .
Related Party Transactions
- Side-by-side investment platform administered via GP Services; 2024 personal capital invested and distributions for Sisitsky as noted above .
- Secondary offering: Feb 26, 2024 underwritten secondary of 15,526,915 Class A shares by selling stockholders, including certain executives/directors (names not individually listed) .
- Exchange activity: Feb 27, 2024, 17,704,987 Class A shares issued upon exchange of Common Units by holders including certain directors/partners; Class B shares cancelled one-for-one .
Compensation Structure Analysis
- Cash vs equity mix: Significant at-risk pay via performance allocations and equity awards; no discretionary cash bonuses; 2024 “All Other Compensation” for Sisitsky comprised performance allocations (platform-level $6,998,568; pool $2,000,000) and minimal perquisites .
- Shift in instruments: Use of RSUs/PRSUs post-IPO under Omnibus Plan; PRSUs with market-price hurdles achieved in 2024 (1.5× and 2.0× IPO price), reinforcing market alignment .
- Benchmarking: Compensation not benchmarked to a peer group; consultant engaged for CEO/Executive Chair only .
- Clawbacks and risk: Platform-level allocations subject to clawback; comprehensive recoupment policies mitigate risk-taking .
Equity Ownership & Alignment Details (Vesting/Unvested)
Key unvested award vesting schedules for Sisitsky:
| Award | Vesting Detail |
|---|---|
| TPG Partner Units (pre-IPO) | 469,342 on 12/31/2025; 177,164 on 12/31/2026; 177,163 on 12/31/2027; 43,830 on 12/31/2028 . |
| TPG Partner Units (reallocation) | 24,110 on 1/13/2025; 73,292 on 1/13/2026; 61,604 on 1/13/2027; 49,151 on 1/13/2028 . |
| RemainCo interests | 6,024 on 12/31/2025; 786 on 12/31/2026; 785 on 12/31/2027; 786 on 12/31/2028 . |
| RSUs (IPO grants) | 25% annually on 2nd–5th anniversaries of 1/13/2022 . |
| RSUs (2022 annual incentive) | 33% annually over 3 years from 1/13/2023 . |
| PRSUs (IPO) | Service: 25% annually on 2nd–5th anniversaries; Performance: 1.5× and 2.0× IPO price hurdles achieved in 2024; forfeiture if hurdles not met within windows . |
| RSUs (2023 annual incentive) | 33% annually over 3 years from 1/13/2024 . |
| RSUs (additional 2023 services) | 25% annually over 4 years from 1/13/2024 . |
Investment Implications
- Alignment: Sisitsky’s compensation is heavily tied to fund performance allocations (platform and pool) and multi-year equity vesting with market-based PRSU hurdles achieved in 2024, indicating strong linkage to shareholder value creation and market performance .
- Retention: Large balances of unvested TPG Partner Units/RSUs/PRSUs and continued vesting schedules through 2028 imply high retention incentives; death/disability provisions add two years forward vesting, reducing sudden departure risk but enhancing long-term lock-in .
- Selling Pressure: Under the Investor Rights Agreement’s staged unlocks, TPG partners can transfer/exchange up to two-thirds of original holdings between the third and fourth IPO anniversaries and up to 100% after the fourth anniversary (post-Jan 2026), potentially elevating insider supply windows; GP LLC retains pre-Sunset blocking rights on exchanges .
- Governance: As a Control Group member and Executive Committee participant, Sisitsky has substantial governance influence in a controlled company structure until the 2027 “Sunset” transition; independent committees mitigate dual-role risks for compensation and audit oversight .
- Benchmarking risk: Absence of formal peer benchmarking may reduce pay inflation risk but places greater emphasis on internal performance judgments; independent consultant involvement focused on CEO/Executive Chair .
Note: All figures and descriptions reflect disclosures in TPG’s 2025 DEF 14A.