Brian O. Casey
About Brian O. Casey
Brian O. Casey, age 61, has served as Chief Executive Officer of Westwood Holdings Group since 2005, after joining Westwood in 1992 and progressing through leadership roles including CEO of Westwood Trust (1996), President and COO of Westwood Management (2001), and leading the spin-off to form Westwood Holdings Group in 2002. He led strategic acquisitions of Woodway Financial Advisors (2015) and assets of Salient Partners (2022), and currently serves as a director on WHG’s board (not independent) . Pay-versus-performance disclosure shows improving TSR: a fixed $100 investment measured from Dec 31, 2021 had values of $68.61 in 2022, $81.53 in 2023, and $98.49 in 2024; reported net income was $(4.6) million, $10.6 million, and $2.2 million, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Westwood Holdings Group (parent) | Chief Executive Officer | 2005–present | Led corporate strategy, product development, marketing; executed acquisitions and managed spin-off formation . |
| Westwood Management Corp. | President & Chief Operating Officer | 2001–2002 | Operational leadership pre-spin; positioned business for public company formation . |
| Westwood Trust | President & Chief Executive Officer | 1996–2001 | Built trust platform and client base . |
| Westwood Holdings Group/Westwood entities | Vice President | 1992–1996 | Early executive roles; foundation for later leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tartan Board of Directors (Texas Scottish Rite Hospital for Children) | Director | 2002–present | Philanthropic fundraising leadership for pediatric healthcare . |
| Baylor Health Care System Foundation | Director | 2008–2017; rejoined 2020–present | Fundraising governance supporting health system mission; continuity of community engagement . |
| Cooper Institute (preventative medicine and public health) | Director | Appointed 2011 | Support for scientific research and public health initiatives . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 750,000 | 750,000 | 750,000 |
| All Other Compensation ($) | 18,300 | 19,800 | 24,150 |
| Total Compensation ($) | 1,362,050 | 2,067,532 | 2,101,369 |
Notes:
- All Other Compensation includes 401(k) company match ($20,700 in 2024; $19,800 in 2023; $18,300 in 2022) and 2024 profit sharing $3,450 .
Performance Compensation
Annual Cash Incentive (2024)
| Component | Weight | Target ($) | Actual Results | Payout Multiplier | Actual Payout ($) |
|---|---|---|---|---|---|
| Financial Objectives (Economic earnings, Sales execution, Relative TSR) | 60.0% | 450,000 | Slightly below | 66% | 298,469 |
| Strategic Objectives (MIS, ETFs, Wealth transition, Client-first culture, Branding/Web, IR) | 40.0% | 300,000 | Far exceeded | 150% | 450,000 |
| Total | 100.0% | 750,000 | — | 99.8% of target | 748,469 |
Program design highlights:
- Variable pay represents the majority; in 2024 approximately 36% of Casey’s total compensation was performance-based and 28% was long-term equity .
- Incentives are capped; CHC retains discretion to reduce payouts; hedging and short sales prohibited; clawback policy in place .
Long-Term Equity Incentives (Scorecard-driven)
| Fiscal Year Performance | Approval Date | Grant Date | Component | Weight | Target ($) | Actual vs Expectations | Payout Multiplier | Actual ($) |
|---|---|---|---|---|---|---|---|---|
| 2024 | Feb 4, 2025 | Feb 21, 2025 | Financial Objectives | 25.0% | 125,000 | Far exceeded | 150% | 187,500 |
| 2024 | Feb 4, 2025 | Feb 21, 2025 | Strategic Objectives | 75.0% | 375,000 | Far exceeded | 150% | 562,500 |
| 2024 Total | — | — | — | 100.0% | 500,000 | — | — | 750,000 |
| 2023 | Feb 7 & 13, 2024 | Feb 23, 2024 | Financial Objectives (AUM, expense, ROI) | 25.0% | 125,000 | Met | 100% | 125,000 |
| 2023 | Feb 7 & 13, 2024 | Feb 23, 2024 | Strategic Objectives (products, distribution, infrastructure, Salient integration) | 75.0% | 375,000 | Far exceeded | 121% | 453,750 |
| 2023 Total | — | — | — | 100.0% | 500,000 | — | — | 578,750 |
Restricted stock awards:
- Based on fiscal 2023 performance: 48,230 shares granted to Casey in Feb 2024 .
- Based on fiscal 2024 performance: 45,621 shares approved Feb 2025 (to be reported in 2026 proxy) .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Brian O. Casey | 480,214 | 5.1% |
- Shares outstanding as of record date: 9,379,675 .
- Executives/directors as a group: 770,007 shares, 8.2% .
- Stock ownership guidelines apply; Casey was in compliance with holding requirements as of Dec 31, 2024 .
- Hedging and short sales are prohibited; dividends on unvested restricted stock accrue and pay only upon vesting; restricted shares may not be sold, transferred, or pledged before vesting .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Year | Unvested RS (#) | Market Value ($ at $14.51/sh) |
|---|---|---|
| 2024 | 48,230 | 699,817 |
| 2023 | 33,428 | 485,040 |
| 2022 | 6,156 | 89,324 |
Vesting schedule: 34% at 1st anniversary, 33% at 2nd, 33% at 3rd; vesting occurs in late February each year, subject to continued employment; dividends accrue and are paid only upon vesting .
Employment Terms
- Agreement: Employment agreement signed Dec 2015; auto-renewed Jan 1, 2024 for one year; ongoing annual auto-renewals .
- Restrictive covenants: Non-compete and non-solicitation covenants apply for one year post-termination in specified circumstances .
- Change-in-control cash severance: Double-trigger—cash severance requires qualifying termination within 24 months after a qualifying change-in-control event; consistent with market practice .
- Severance (without cause/good reason/non-renewal, non-compete enforced): 1.5 times the sum of one year’s salary plus the annual bonus paid for the most recently completed year, paid monthly over 18 months; plus earned bonus/incentive, unused vacation, 18 months medical benefits; full vesting of unvested stock options and restricted shares, with performance-based awards vesting per prior performance goals or those for other senior executives if more favorable .
- Severance (with cause/without good reason/non-renewal by Casey, non-compete enforced): One year’s salary in monthly installments less medical premiums; earned bonus/incentive; unused vacation; 12 months medical benefits; unvested equity forfeited .
- Equity plan change-in-control: Plan provides that all outstanding awards become 100% vested and exercisable 10 days prior to the change-in-control; dividends paid only if awards vest; repricing prohibited; no excise tax gross-ups; clawback applies .
Board Governance
- Board structure: Roles of CEO and Chairman are separated; in 2024 the independent Chairman was Richard M. Frank; an independent board member will be appointed as Chairman at the 2025 Annual Meeting .
- Independence: Supermajority independent; Audit, Compensation and Human Capital (CHC), and Governance/Nominating Committees are entirely independent; Casey (CEO) is not independent .
- Committee membership and chairs (2024): Audit—Chair Ellen H. Masterson; CHC—Chair Geoffrey R. Norman; Governance/Nominating—Chair Randy A. Bowman; Richard M. Frank served as Board Chairman and chaired executive sessions .
- Meetings/attendance: Board held five meetings in 2024; all director nominees who served during 2024 attended all meetings .
- Risk oversight: Board receives regular ERM reports; Audit oversees accounting/financial reporting/cybersecurity; CHC oversees compensation risk and DEI; Governance/Nominating oversees corporate governance and succession; CEO-director Casey supports risk oversight with industry knowledge .
Director Compensation (Context for dual-role)
- Non-employee directors received $70,000 retainer; Chairman +$20,000; Audit and CHC Chairs +$15,000; Governance/Nominating Chair +$10,000; no meeting fees; annual restricted stock equal to $95,000 (including $5,000 for Westwood Trust board) vesting after 12 months; directors have stock ownership guidelines .
- Casey receives no director compensation as an employee .
Performance & Track Record
| Year | TSR Value of $100 Investment ($) | Net Income (Loss) ($mm) |
|---|---|---|
| 2022 | 68.61 | (4.6) |
| 2023 | 81.53 | 10.6 |
| 2024 | 98.49 | 2.2 |
Major initiatives:
- Led acquisitions of Woodway Financial Advisors (2015) and assets of Salient Partners (2022) .
- Long-term incentives and annual cash tied to financial and strategic outcomes through structured scorecards .
Compensation Structure Analysis
- Mix shifted toward “at-risk”: In 2024, Casey’s pay was 36% performance-based and 28% long-term equity; CHC caps incentive payouts, prohibits hedging/short sales, applies clawbacks, and does not gross-up CIC excise taxes .
- Equity vehicle: Committee limits equity awards to restricted stock; RSUs vest 34/33/33, accrue dividends payable on vest; options authorized under plan but none outstanding for Casey .
- Payout rigor: 2024 annual cash incentive paid at 99.8% of target, reflecting mixed financial and strong strategic outcomes; long-term equity scorecard for 2024 paid at 150% of target .
Equity Ownership & Alignment (Expanded)
- Ownership concentration: Casey owns 5.1% of outstanding shares, providing strong alignment; directors and officers collectively own 8.2% .
- Guidelines/compliance: Executives must hold net shares until guideline met; Casey was compliant at year-end 2024 .
- Pledging/hedging: Restricted shares cannot be pledged prior to vest; hedging and short sales prohibited for executives/directors .
- Unvested RS overhang: 87,814 shares unvested across 2022–2024 grants (market value $1.27 million at $14.51/share), vesting in late-February tranches—potential calendar-linked selling pressure when shares vest and settle .
Employment & Contracts
- Term: Auto-renewing one-year employment agreement; non-compete/non-solicit for one year post-termination in specified scenarios .
- CIC economics: Double-trigger cash severance tied to termination following CIC; equity vests under plan on CIC; no excise tax gross-ups; clawback applies .
Board Service History and Dual-Role Implications
- Board director (non-independent) with independent Chair and fully independent committees mitigates CEO-director independence concerns; independent directors meet in executive session regularly .
- Committee roles: Casey is not listed as a member of Audit, CHC, or Governance/Nominating; Richard M. Frank chaired executive sessions as Board Chair; committee chairs are independent directors with financial expertise where applicable .
Investment Implications
- Alignment: 5.1% personal stake, strict ownership holding requirements, and majority variable pay suggest strong alignment; hedging banned and no gross-ups reduce governance risk .
- Retention risk: Auto-renewing contract with one-year non-compete and meaningful severance formula (1.5× salary+most recent bonus, benefits, equity acceleration per terms) lowers abrupt departure risk but could elevate cost in turnover scenarios; double-trigger CIC cash severance and plan-level equity acceleration are standard in asset management but increase transaction-related payout sensitivity .
- Trading signals: RS vesting tranches in late-February each year may create periodic supply as awards settle; no options outstanding reduces forced exercises; beneficial stake size suggests limited routine selling unless for tax or diversification needs; monitor Form 4s around vest dates for potential selling pressure timing .
- Performance linkage: 2024 payouts reflect mixed financial scorecard and strong strategic execution; improving TSR and positive net income in 2023–2024 support pay outcomes; continue to track scorecard criteria (economic earnings, sales, TSR; strategic objectives) as leading indicators of incentive payouts and potential equity grant magnitude .