David C. Brown
Victory Capital HoldingsAbout David C. Brown
David C. Brown, age 52, is Chairman and Chief Executive Officer of Victory Capital Holdings, Inc. (VCTR). He has served as CEO since August 2013 and Chairman since April 2014; he joined Victory in 2004 after senior roles at Gartmore and Ernst & Young, and holds a BA in political science with an emphasis on accounting from Ursinus College and an MBA from Case Western Reserve University; he is a CPA (inactive) . Under his leadership in 2024, VCTR delivered 96.0% total shareholder return and record performance: revenue $893M (+9% YoY), Adjusted EBITDA $475.6M (+14% YoY), Adjusted EBITDA margin 53.2% (+230 bps), and Adjusted EPS with tax benefit of $5.36 (+19% YoY) . VCTR’s four-year pay-versus-performance panel shows cumulative TSR scaling a $100 investment to $298.07 by 2024, while Net Income reached $288.9M and Adjusted EBITDA $475.6M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Victory Capital Holdings, Inc. | Chairman & CEO | Chairman since Apr-2014; CEO since Aug-2013 | Led inorganic growth and integration; oversaw strategy and record financial performance; chair of VCM investment committee . |
| Victory Capital Holdings, Inc. | President & COO | Prior to CEO; joined 2004 | Built integrated operating platform; managed boutiques post-acquisition . |
| Gartmore Global Investments, Inc. | CFO & COO, Emerging Managers | ~5 years prior to Victory | Senior operating leadership across finance and operations . |
| Ernst & Young LLP | Manager, Assurance & Advisory | Prior to Gartmore | Focus on investment management clients; foundational audit/controls expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Victory Capital Management Inc. | Chairman, VCM Investment Committee | Ongoing | Oversees investment governance; aligns franchises with platform . |
| Victory Portfolios I–IV | Trustee | Ongoing | Mutual fund governance, oversight of fund operations . |
| Alderwood Partners LLP | Director (prior) | — | Industry network, strategic perspective . |
| Cerebellum Capital | Director (prior) | — | Alternative investment insights . |
| Summa Health Systems of Ohio | Investment Committee (prior) | — | Institutional investment oversight . |
| San Antonio Life Academy; JumpStart of Ohio | Board/Member (prior) | — | Community engagement . |
| Xavier University of Louisiana | President’s Advisory Council (prior) | — | Academic advisory . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) |
|---|---|---|
| 2024 | 600,000 | 114,450 |
| 2023 | 600,000 | 295,863 |
| 2022 | 600,000 | 303,418 |
Notes:
- Employment agreement fixes base salary at $600,000 and contemplates an annual incentive payable partly in cash ($600,000 payable quarterly) and partly in equity based on performance criteria .
Performance Compensation
| Year | Cash Bonus ($) | Stock Awards – Grant-Date Fair Value ($) | Key Performance Linkages | Payout Determination | Vesting |
|---|---|---|---|---|---|
| 2024 | 3,180,000 | 7,699,997 | Holistic assessment across Investment, Financial, and Strategic objectives; Adjusted EBITDA identified as the most important financial performance measure in 2024 . | Committee judgement (no rigid formulas) balancing performance and market context . | 2024 restricted shares vest pro rata over 4 years (1/4 annually) . |
| 2023 | 1,620,000 | 3,384,977 | Same framework; multi-year equity alignment . | Committee judgement . | 2023 restricted shares vest pro rata over 3 years (1/3 annually) . |
| 2022 | 4,865,000 | 3,914,992 | Same framework . | Committee judgement . | Per award terms (time-based) . |
Grant specifics (2024 awards made Mar 15, 2024):
- Shares granted: 191,733 restricted shares (Brown) .
- Unvested share inventory at FY-end 2024: 191,733 (2024 grant), 75,880 (2023 grant) with market values $12,550,842 and $4,967,105, respectively (based on 12/31/2024 close) .
- Shares vested in 2024: 108,125, with value realized $4,342,300 (pre-tax) .
Performance evidence used in pay decisions:
- 2024 results: Revenue $893M (+9% YoY); Adjusted EBITDA $475.6M (+14% YoY); margin 53.2% (+230 bps); Adjusted EPS with tax benefit $5.36 (+19% YoY) .
- Strategic highlights: Amundi US combination agreement; shareholder total return 96.0%; product launches; reduced leverage; talent retention .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,076,222 shares (3.2% of common stock) . |
| Breakdown | 1,808,609 common shares; 267,613 unvested restricted shares (record-date view) . |
| Unvested inventory at 12/31/2024 | 191,733 (2024 grant); 75,880 (2023 grant) . |
| Ownership guidelines | CEO must hold ≥6x base salary; all NEOs in compliance as of 12/31/2024 . |
| Hedging/pledging | Prohibited for NEOs and directors; no short sales . |
| Options | Committee did not grant options in 2024; Brown shows no outstanding options at FY-end 2024 . |
| Employee Shareholders’ Agreement | Brown serves on Employee Shareholders Committee (with Policarpo and Dhillon) holding irrevocable voting proxies for a substantial majority of employee-held shares; aggregate employee shares subject to the agreement represent ~11.6% of total voting power; ESC opted not to exercise this proxy for the 2025 meeting . |
Potential vesting-related supply:
- Scheduled pro-rata vesting from 2024 and 2023 grants (quarterly/anniversary-based), increasing tradable float upon each vest, subject to company insider trading windows .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement dates | Employment agreement dated Mar 20, 2017; effective Feb 12, 2018; indefinite term . |
| Severance (without cause or for good reason) | Cash severance equal to 2× the average of base salary + annual cash bonus + total incentive (cash+equity) for the preceding two years, payable in eight quarterly installments; 18 months medical benefits; payout of accrued unused vacation/sick days; modified 280G cutback to maximize after-tax amount if CIC-related . |
| Example computed amounts | If terminated involuntarily within 90 days before a change in control (as of 12/31/2024): cash severance $18,769,974; equity awards acceleration $17,517,947; benefits $46,672; total $36,334,593 . |
| Change-in-control (CIC) equity vesting | If terminated without cause within 90 days prior to CIC, accelerated vesting of awards that would have vested as of the CIC date (or equivalent economic value) . |
| Non-compete | During employment and 1 year after termination . |
| Non-solicit | During employment and 2 years after termination (customers and employees) . |
| Clawback | SEC/Nasdaq-compliant clawback for restatements; recovery of erroneously awarded incentives over prior 3 years . |
| Excise tax gross-ups | None; no tax gross-ups . |
| Trigger structure | No single-trigger CIC benefits; double-trigger only . |
Board Governance
- Role and tenure: Brown is Chairman of the Board and CEO; board determined all directors other than Brown are independent .
- Dual-role safeguards: The Board appoints a Lead Independent Director when the Chairman is not independent; Richard M. DeMartini was appointed Lead Independent Director in January 2025 with defined duties (executive sessions, agenda oversight, succession planning, stockholder communication, crisis management) .
- Committees: Audit (Chair: Karin Hirtler-Garvey), Compensation (Chair: Alan H. Rappaport), Nominating, Governance and Sustainability (Chair: Richard M. DeMartini); Brown is not listed as a committee member; all committee members are independent .
- Board/committee activity: 2024 meetings—Board 14; Audit 10; Compensation 6; Nominating 3; all directors ≥75% attendance of meetings of Board and their committees .
Performance & Track Record
| Year | Company TSR – $100 Initial Value ($) | Peer Group TSR – $100 Initial Value ($) | Net Income ($M) | Adjusted EBITDA ($M) |
|---|---|---|---|---|
| 2024 | 298.07 | 134.31 | 288.9 | 475.6 |
| 2023 | 152.09 | 117.90 | 213.2 | 418.0 |
| 2022 | 113.93 | 102.51 | 275.5 | 424.2 |
| 2021 | 149.74 | 132.06 | 278.4 | 449.0 |
Additional 2024 highlights:
- Revenue $893M (+9% YoY) and Adjusted EBITDA margin 53.2% (+230 bps) .
- Strategic milestones: Amundi US combination agreement; product launches; leverage ratio reduced to 1.7x from 2.1x; cash on hand $127M .
Compensation Structure Analysis
- Equity-heavy incentives: Approximately three quarters of CEO/CFO total incentives delivered in restricted stock for 2024; equity vesting periods extended to four years to reinforce long-term alignment .
- Governance features: Independent compensation consultant (Aon McLagan), stock ownership guidelines, clawback policy, compensation risk assessment, and anti-hedging/anti-pledging policies .
- No option grants in 2024; committee avoids timing awards based on MNPI .
Related Party / Voting Influence
- Employee Shareholders’ Agreement gives an irrevocable voting proxy over employee-acquired shares to a three-member Employee Shareholders Committee (Brown, Policarpo, Dhillon), representing ~11.6% of total voting power (including unvested restricted shares); the Committee chose not to exercise this proxy for the 2025 meeting .
Investment Implications
- Alignment: High equity mix with extended vesting and strict ownership guidelines materially align Brown with long-term shareholder value, reinforced by anti-hedging/anti-pledging policies and a robust clawback mechanism .
- Retention and supply: Significant unvested inventory (191,733 from 2024 grant; 75,880 from 2023) and four-year pro-rata vesting create ongoing retention hooks while introducing predictable periodic vesting-related share supply; 108,125 shares vested in 2024 with $4.34M value realized .
- Change-in-control economics: Double-trigger framework and sizable severance calculations (illustrative $36.3M total in pre-CIC termination scenario) mitigate distraction risk but create meaningful costs under adverse scenarios; no excise tax gross-ups .
- Governance checks on dual role: CEO/Chairman structure offset by Lead Independent Director responsibilities and fully independent committees; Brown is the only non-independent director .
- Performance momentum: 2024 operational and strategic outperformance supports pay-for-performance claims; Adjusted EBITDA designated as the most important pay linkage in 2024, with TSR markedly ahead of peers over the four-year horizon .