Lawrence Davanzo

About Lawrence Davanzo

Independent director of Victory Capital Holdings, Inc. since October 2014; age 72. Former President and Vice Chairman of Wilshire Associates, where he founded the Pension Consulting business and built the Funds Management Group; earlier founded Asset Strategy Consulting. He holds a B.B.A. and an M.S. in Finance from the University of Wisconsin–Madison. The Board has affirmatively determined he is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Class I director nominee in 2025; nominated for re-election to a term ending in 2028 .
• Independence: Board determined all directors other than the CEO are independent (includes Davanzo) .
• Lead Independent Director: Richard M. DeMartini appointed January 2025 (not Davanzo) .
• Committee memberships (current): Audit Committee member; Compensation Committee member; not a committee chair .
• Meeting attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024 .

Fixed Compensation (Director)

Program structure: Non-employee directors receive $185,000 retainer; committee chair fees $15,000–$25,000; committee member fees $7,500–$10,000; each director receives $100,000 of total compensation in fully-vested restricted stock; remaining may be taken in cash, fully-vested stock, or deferred via the Directors Deferred Compensation Plan .

Performance Compensation

Other Directorships & Interlocks

• Current public-company boards: None disclosed for Davanzo in the proxy .
• Compensation Committee interlocks: None; no member is/was an officer or employee, and no executive officer serves on another company’s board or comp committee with a VCTR executive (applies to the committee including Davanzo) .

Expertise & Qualifications

• 40+ years in asset management with deep operating and client-service orientation; founder/operator experience (Asset Strategy Consulting) .
• Financial statement literacy; serves on Audit Committee; Audit Committee “financial expert” designation is held by the chair (Hirtler-Garvey), not Davanzo .

Equity Ownership

Related-Party/Conflict Considerations

• No Davanzo-specific related-party transactions are disclosed in the Relationships and Related Party Transactions section; the section addresses company-level agreements (e.g., Shareholders’ Agreements, fund service agreements) and the approval policy administered via the Audit Committee .
• Board composition rights exist for Crestview and, prospectively, Amundi; such rights ensure designees on the Board and committees subject to law and exchange rules. Davanzo is not identified as a Crestview or Amundi designee in the proxy .

Say-on-Pay & Shareholder Feedback (Context)

Governance Assessment

• Strengths

  • Independent director with deep asset-management operating pedigree; sits on Audit and Compensation Committees—key oversight functions critical for investor confidence .
  • Attendance threshold met (≥75%); Board/committee cadence reflects active oversight (Board 14; Audit 10; Compensation 6 meetings in 2024) .
  • Director equity paid in stock (albeit fully vested), modest total comp; no hedging/pledging permitted—alignment safeguards .
  • No related-party transactions involving Davanzo disclosed; Compensation Committee interlocks absent .

• Watch items

  • Committee fee footnote indicates Nominating Committee service stipend for Davanzo in 2024, while current roster shows he is not a member—suggests intra-year changes; monitor committee assignments for clarity and continuity. Not a red flag but worth tracking for governance consistency .
  • Beneficial ownership is <1%; while common for outside directors, low “skin-in-the-game” may be scrutinized by some investors; however, directors can elect equity in lieu of cash and the firm prohibits hedging/pledging .

• Signals

  • Strong shareholder support in 2025 elections (Davanzo received 36.9M “For” votes) and say-on-pay support, indicating broad investor confidence in governance and compensation practices .