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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )
Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý

Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material under §240.14a-12
 
BRIGHTSPHERE INVESTMENT GROUP INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1
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Title of each class of securities to which transaction applies:
         
 
(2
)
Aggregate number of securities to which transaction applies:
         
 
(3
)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
         
 
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Proposed maximum aggregate value of transaction:
         
 
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Total fee paid:
         
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1
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Amount Previously Paid:
         
 
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Form, Schedule or Registration Statement No.:
         
 
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Filing Party:
         
 
(4
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Date Filed:
         


BSIGONLYLOGOA01.JPG
 
BRIGHTSPHERE
Investment Group Inc.

200 Clarendon Street, 53rd Floor


Boston, Massachusetts 02116

 
NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
 

To the Holders of Common Stock of BrightSphere Investment Group Inc.:

Notice is hereby given that the 2020 annual meeting of stockholders (the “Annual Meeting”) of BrightSphere Investment Group Inc. (the “Company”) will be held at 10:00 a.m. Eastern Time on Wednesday, June 24, 2020 at 200 Clarendon Street, 53rd Floor, Boston, Massachusetts 02116.*

Details regarding the Annual Meeting, the business to be conducted at the Annual Meeting, and information about the Company that you should consider when you vote your shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), are described in the accompanying proxy statement.

At the Annual Meeting, you will be asked to consider and vote on the following proposals:

1.
Proposal 1—Vote to elect directors of the Company:
To elect five directors to serve on the Company’s Board of Directors (the “Board”) until, subject to the provisions of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Company’s Amended and Restated Bylaws (the “Bylaws”), the Company’s 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, on the following basis:
1.01—To re-elect Mr. Robert J. Chersi as a director of the Company;
1.02—To re-elect Mr. Andrew Kim as a director of the Company;
1.03—To re-elect Mr. John Paulson as a director of the Company;
1.04—To re-elect Ms. Barbara Trebbi as a director of the Company; and
1.05—To re-elect Mr. Suren Rana as a director of the Company.
*Special COVID-19 Note: We are monitoring the public health impact of the coronavirus outbreak (COVID-19). The health and well-being of our employees and stockholders are paramount. If public health developments warrant, we may need to change the location of the Annual Meeting or switch to a virtual meeting format. Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange Commission.


2.
Proposal 2—Vote regarding ratification of independent registered public accounting firm:
To ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the year ending December 31, 2020.
3.
Proposal 3—Advisory vote on executive compensation:
To approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the accompanying proxy statement under the section titled Compensation Discussion and Analysis and the tabular and narrative disclosure contained in the accompanying proxy statement.
Other business.
To transact such other business that is properly presented at the Annual Meeting and any adjournments or postponements thereof.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES REFERENCED ABOVE AND THE APPROVAL OF EACH OF THE ABOVE PROPOSALS.
The Company is a corporation incorporated under the laws of Delaware. In accordance with the Certificate of Incorporation and the Bylaws, the election of directors shall be decided by a majority of the votes cast and all other matters shall be decided by the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote thereon.
You may vote if you were the record owner of Common Stock at the close of business on April 27, 2020.
We are pleased to take advantage of the Securities and Exchange Commission rules that allow us to furnish proxy materials to our stockholders on the internet instead of mailing paper copies. We believe these rules allow us to provide you with the information that you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, we urge you to vote in accordance with the instructions set forth in the proxy statement and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the Annual Meeting.
 
BY ORDER OF THE BOARD OF DIRECTORS

 
/s/ RICHARD J. HART
 
Richard J. Hart
Chief Legal Officer and Secretary
200 Clarendon Street, 53rd Floor
Boston, Massachusetts 02116
April 29, 2020


TABLE OF CONTENTS



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BRIGHTSPHERE
Investment Group Inc.

200 Clarendon Street, 53rd Floor
Boston, Massachusetts 02116

PROXY STATEMENT FOR BRIGHTSPHERE INVESTMENT GROUP INC.

2020 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 24, 2020

This proxy statement, along with the accompanying notice of the 2020 annual meeting of stockholders (the “Annual Meeting”), contains information about the Annual Meeting, including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting at 10:00 a.m. Eastern Time on Wednesday, June 24, 2020 at 200 Clarendon Street, 53rd Floor, Boston, MA 02116.*
*Special COVID-19 Note: We are monitoring the public health impact of the coronavirus outbreak (COVID-19). The health and well-being of our employees and stockholders are paramount. If public health developments warrant, we may need to change the location of the Annual Meeting or switch to a virtual meeting format. Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange Commission.

In this proxy statement, we refer to BrightSphere Investment Group Inc. as “BrightSphere,” “the Company,” “we” and “us.” Unless we state otherwise or the context otherwise requires, references in this proxy statement to “Affiliates” or an “Affiliate” refer to the asset management firms in which we have an ownership interest.
This proxy statement relates to the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting.
On or about May 6, 2020, we will commence delivery to our stockholders of record as of April 27, 2020 a notice of internet availability of proxy materials (the “Notice of Internet Availability”) instead of paper copies of this proxy statement, the Notice of Annual Meeting and our Annual Report to Stockholders on Form 10-K. The Notice of Internet Availability includes instructions on how to access our proxy materials and how to vote your shares, as well as instructions on how to receive a paper copy of the proxy materials, if you prefer. We are also making our proxy materials available to all stockholders electronically via the Internet.

On July 12, 2019, the BrightSphere corporate group, which consisted of BrightSphere Investment Group plc, a public company limited by shares incorporated under the laws of England and Wales and its operating subsidiaries (such operating subsidiaries and the holding company collectively, the “BrightSphere Group”), completed a redomestication, resulting in BrightSphere Investment Group Inc., a Delaware corporation, becoming the publicly traded parent company of the BrightSphere Group (the “Redomestication”). As part of the Redomestication, which was approved by the shareholders of

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BrightSphere Investment Group plc, existing shares of BrightSphere Investment Group plc were exchanged on a one-for-one basis for newly issued shares of common stock of BrightSphere Investment Group Inc. immediately prior to the effective time of the Redomestication. As a result, all outstanding shareholders of BrightSphere Investment Group plc became common stockholders of BrightSphere Investment Group Inc. Throughout this proxy statement, references to “BrightSphere,” “the Company,” “we” and “us” (i) for periods until the completion of the Redomestication, refer to BrightSphere Investment Group plc and (ii) for periods after the completion of the Redomestication, refer to BrightSphere Investment Group Inc. Also throughout this proxy statement, we refer to our shares (i) for periods until the completion of the Redomestication, as Ordinary Shares and (ii) for periods after the completion of the Redomestication, as shares of Common Stock.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING TO BE HELD ON JUNE 24, 2020
This proxy statement is available for viewing, printing and downloading at www.bsig.com. Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31, 2019 on the website of the Securities and Exchange Commission at www.sec.gov, or in the “Public Filings” section of the “Investor Relations” section of our website at www.bsig.com.

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why is the Company soliciting my proxy?
The Board is soliciting your proxy to vote at the Annual Meeting to be held at 10:00 a.m. Eastern Time on Wednesday, June 24, 2020 at 200 Clarendon Street, 53rd Floor, Boston, MA 02116 and any adjournments or postponement of the Annual Meeting. The proxy statement along with the accompanying Notice of Annual Meeting summarizes the purposes of the Annual Meeting and the information you need to know to vote at the Annual Meeting.
Why did I receive a “Notice of Internet Availability of Proxy Materials” but no proxy materials?
We are distributing our proxy materials to stockholders via the Internet under the “Notice and Access” approach permitted by rules of the SEC. This approach benefits the environment, while providing a timely and convenient method of accessing the materials and voting. On May 6, 2020, we will begin mailing the Notice of Internet Availability to all stockholders of record as of April 27, 2020 (the “Record Date”). The Notice of Internet Availability includes instructions on how to access our proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and how to vote your shares. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials, if you prefer.

Who can vote?
Only stockholders who owned Common Stock of the Company, par value $0.001 per share (“Common Stock”), at the close of business on the Record Date are entitled to attend and vote at the Annual Meeting. On the Record Date, there were 80,957,038 shares of Common Stock outstanding and entitled to vote. The shares of Common Stock are our only class of voting shares outstanding.

If your shares of Common Stock are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares of Common Stock to be voted. Telephone and Internet voting also will be offered to stockholders owning shares of Common Stock through certain banks and brokers. If your shares of Common Stock are not registered in your own name and you plan to vote your shares of Common Stock in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting in order to vote.

If you are a stockholder who is entitled to attend and vote at the Annual Meeting, you are entitled to appoint a proxy to exercise all of your rights to attend, speak and vote at the Annual Meeting. You can only appoint a proxy using the procedures set out in this proxy statement.

A proxy does not need to be a stockholder of the Company but must attend the Annual Meeting to represent you. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share.


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Appointment of a proxy does not preclude you from attending the Annual Meeting and voting in person. Attending the Annual Meeting in person will not in and of itself revoke a previously submitted proxy. To terminate your proxy appointment you must deliver a notice of termination to us at least 24 hours before the start of the Annual Meeting. The notice of termination may be (i) delivered by post or by hand in hard copy form to BrightSphere, 200 Clarendon Street, 53rd Floor, Boston, MA 02116, Attention: Secretary or (ii) received in electronic form at info@bsig.com with a subject title “Revocation of Previous Proxy Appointment-Attention: Secretary.”

A corporate entity which is a stockholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a stockholder, provided that no more than one corporate representative exercises powers over the same share.

You do not need to attend the Annual Meeting to vote your shares of Common Stock. Shares of Common Stock represented by valid proxies, received in time for the Annual Meeting and not revoked prior to the Annual Meeting, will be voted at the Annual Meeting. For instructions on how to change or revoke your proxy, see “May I change or revoke my proxy?” below.

How many votes do I have?
Each share of Common Stock that you own entitles you to one vote.
How do I vote?
Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. All shares of Common Stock represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares of Common Stock should be voted for, against or abstain with respect to each of the proposals. If you properly submit a proxy without giving specific voting instructions, your shares of Common Stock will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the Annual Meeting. If your shares of Common Stock are registered directly in your name through our share transfer agent, Computershare Trust Company, N.A., or you have stock certificates registered in your name, you may vote:
•
By Internet.  Follow the instructions included in the Notice of Internet Availability or proxy card to vote by Internet.
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By telephone.  If you received a proxy card by mail, follow the instructions included in the proxy card to vote by telephone.
•
By mail.  If you received a proxy card by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares of Common Stock voted, they will be voted in accordance with the Board’s recommendations as noted below.
•
In person at the Annual Meeting.  If you attend the Annual Meeting, you may deliver a completed proxy card in person or you may vote by completing a ballot, which will be available at the Annual Meeting.

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Telephone and Internet voting for stockholders of record will be available 24 hours a day. If you give instructions as to your proxy appointment by telephone or through the Internet, such instructions must be received by 8:00 a.m. U.S. Eastern Time, on Monday, June 22, 2020. If you properly give instructions as to your proxy appointment by telephone, through the Internet or by executing and returning a paper proxy card, and your proxy appointment is not subsequently revoked, your shares of Common Stock will be voted in accordance with your instructions. If you are a stockholder of record and you execute and return a proxy card but do not give instructions, your proxy will be voted in accordance with the Board’s recommendations as noted below.
If you hold your shares in “street name” (i.e. your shares are held of record by a broker, bank, trustee or other nominee), your broker, bank, trustee or other nominee will provide you with instructions for voting your shares, including a voting instruction form.
How does the Board recommend that I vote on the proposals?
The affirmative vote of a majority of the shares of Common Stock cast at the Annual Meeting is required to approve the election of directors and each other proposal requires the affirmative vote of a majority of shares present in person or represented by proxy at such meeting and entitled to vote thereon. The Board recommends that you vote as follows:
•
“FOR” the election of all nominees for director named in this proxy statement;
•
“FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm for the 2020 fiscal year; and
•
“FOR” advisory approval of the compensation of our named executive officers.
If any other matter is presented at the Annual Meeting, your proxy provides that your shares of Common Stock will be voted by the proxy holder listed in the proxy in accordance with his best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this proxy statement.
May I change or revoke my proxy?
If you give us your proxy, you may change or revoke it at any time before the Annual Meeting. You may change or revoke your proxy in any one of the following ways:
•
if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;
•
by re-voting by Internet or by telephone as instructed above;
•
by attending the meeting and voting in person; or
•
by notifying the Secretary in writing before the Annual Meeting that you have revoked your proxy in accordance with the procedures in the following paragraph.
Attending the Annual Meeting in person will not in and of itself revoke a previously submitted proxy. To terminate your proxy appointment you may also deliver a notice of termination to the Company at least 24 hours before the start of the Annual Meeting. The notice of termination may be (i) delivered by post or by hand in hard copy form to BrightSphere, 200 Clarendon Street, 53rd Floor, Boston, MA 02116, Attention: Secretary or (ii) received in electronic form at info@bsig.com with a subject title “Revocation of Previous Proxy Appointment—Attention: Secretary.”

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If your shares are held in the name of a broker, bank, trustee or other nominee, that institution will instruct you as to how your vote may be changed.
Your most current vote, whether by telephone, Internet, proxy card or in-person is the one that will be counted.
What if I receive more than one Notice of Internet Availability, proxy card or voting instruction form?
You may receive more than one Notice of Internet Availability, proxy card or voting instruction form if you hold shares of Common Stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How do I vote?” for each account to ensure that all of your shares of Common Stock are voted.
Will my shares be voted if I do not vote?
If your shares of Common Stock are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under “How do I vote?” If your shares of Common Stock are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares of Common Stock as described above, the bank, broker or other nominee that holds your shares of Common Stock has the authority to vote your unvoted shares of Common Stock only on routine matters without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares of Common Stock will be voted at the Annual Meeting on all matters and in the manner you desire. A “broker non-vote” will occur if your broker cannot vote your shares of Common Stock on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority.
Your bank, broker or other nominee is prohibited from voting your uninstructed shares of Common Stock on non-routine matters. Thus, if you hold your shares of Common Stock in street name and you do not instruct your bank, broker or other nominee how to vote with respect to the non-routine matters, votes will not be cast on such proposals on your behalf.
Broker non-votes and abstentions have different effects on the outcomes of the proposals. Broker non-votes are not considered votes cast or counted as votes present and entitled to vote and have no impact on the election of directors or other non-routine proposals. Abstentions are counted in the number of shares present and entitled to vote and, accordingly, have the same effect as votes against each of the proposals except the election of directors. Abstentions are not counted as votes cast and have no effect on the election of directors.

What proposals are considered “routine” or “non-routine”?
Proposal 2 (ratification of the appointment of KPMG as our independent registered public accounting firm for 2020) is considered a routine matter under the rules of the New York Stock Exchange (the “NYSE”). A broker, bank or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to occur in connection with Proposal 2.
Proposals 1 and 3 (the election of directors and the advisory vote on executive compensation) are matters considered non-routine under the rules of the NYSE (the “NYSE Rules”). A broker, bank or other nominee may not vote on these non-routine matters without specific voting instructions from the beneficial owner. As a result, there may be broker non-votes with respect to Proposals 1 and 3.

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Is voting confidential?
We will keep all the proxies, ballots and voting tabulations private. We only let our Inspectors of Election, Computershare Trust Company, N.A., examine these documents.
Where Can I Find the Voting Results of the Annual Meeting?
The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary, or final if available, results in a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K/A to disclose the final voting results within four business days after the final voting results are known.
What are the costs of soliciting these proxies?
We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward the Notice of Internet Availability or other proxy materials to their beneficial owners and to obtain authority to execute proxies. We will then reimburse them for their expenses.
What constitutes a quorum for the Annual Meeting?
The quorum for the Annual Meeting is the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting, present in person or represented by proxy.
Attending the Annual Meeting
The Annual Meeting will be held at 10:00 a.m. Eastern Time on Wednesday, June 24, 2020 at 200 Clarendon Street, 53rd Floor, Boston, MA 02116.* When you arrive at the address, signs will direct you to the appropriate meeting rooms. You need not attend the Annual Meeting in order to vote.
*Special COVID-19 Note: BSIG is monitoring the public health impact of the coronavirus outbreak (COVID-19). The health and well-being of our employees and stockholders are paramount. If public health developments warrant, we may need to change the location of the Annual Meeting or switch to a virtual meeting format. Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange Commission.
Householding of annual disclosure documents
SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our notices of internet availability, notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

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If your household received a single set of proxy materials this year, but you would prefer to receive your own copy, please contact our transfer agent, Computershare Trust Company, N.A., by calling their toll free number: 1-866-281-0717.
If you do not wish to participate in householding and would like to receive your own notice of internet availability in future years, follow the instructions described below. Conversely, if you share an address with another BrightSphere stockholder and together both of you would like to receive only a single set of proxy materials, follow these instructions:
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If your shares of Common Stock are registered in your own name, please contact our transfer agent, Computershare Trust Company, N.A., and inform them of your request by calling them at 1-866-281-0717 or writing them at Computershare Trust Company, N.A., P.O. BOX 30170, College Station, TX, 77842.
•
If a broker or other nominee holds your shares of Common Stock, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.


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PROPOSAL 1—ELECTION OF DIRECTORS
Our business and affairs are managed under the direction of our Board. On April 15, 2020, our Board accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate Robert J. Chersi, Andrew Kim, John Paulson, Barbara Trebbi and Suren Rana for re-election at the Annual Meeting to serve as directors, until their respective successors have been elected and qualified. Each of the nominees is currently serving as a director of our Company. As of the date of this proxy statement, each of Mary Elizabeth Beams and Reginald Love are a Director of the Company. Ms. Beams is a member of the Audit Committee and Compensation Committee and Mr. Love is a member of the Compensation Committee and the Nominating and Corporate Governance Committee.*
Set forth below are the names of the nominees, their ages, their offices in the Company, if any, their principal past occupations or past employment, the length of their tenure as directors and the names of other companies in which such persons hold or have held directorships. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board’s conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below. The biographical and other background information set forth below concerning each nominee for re-election as a director is as of April 15, 2020.
On May 17, 2019, in connection with the Redomestication, the Company entered into a Stockholder Agreement with Paulson & Co. Inc. (“Paulson”) containing substantially similar rights to the rights provided to Paulson under its shareholder agreement with the Company prior to the Redomestication (the “Stockholder Agreement”). Each of Messrs. Kim and Paulson have been appointed to the Board pursuant to the rights provided to Paulson under the Stockholder Agreement. For additional information regarding the Stockholder Agreement, see “Certain Relationships and Related Party Transactions—Stockholder Agreement.”

The Directors currently determined to be independent by the Board are: Mses. Beams and Trebbi and Messrs. Chersi, Kim, Love and Paulson.
Name
 
Age
 
Position with the Company
Mr. John Paulson
 
64

 
Chairman
Mr. Robert J. Chersi
 
58

 
Lead Independent Director
Mr. Andrew Kim
 
38

 
Director
Ms. Barbara Trebbi
 
53

 
Director
Mr. Suren Rana
 
40

 
President, Chief Executive Officer and Director
_________________
*In anticipation of future time commitments, each of Ms. Mary Elizabeth Beams and Mr. Reginald Love will not stand for re-election at the Annual Meeting. Ms. Beams and Mr. Love are expected to serve on the Board until the conclusion of the Annual Meeting on June 24, 2020. Ms. Beams is also expected to continue to serve on each of the Company's Audit Committee and Compensation Committee until the conclusion of the Annual Meeting. Mr. Love is expected to continue to serve on the Company's Compensation Committee and the Company’s Nominating and Corporate Governance Committee until the conclusion of the Annual Meeting. The Board wishes to thank Ms. Beams and Mr. Love for their service as Directors, including for their roles on various Board committees and wishes each of them well in their future endeavors.


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A stockholder may (i) vote for the election of a nominee for director, (ii) vote against the election of a nominee for director or (iii) abstain from voting for a nominee for director.

Unless a proxy contains instructions to the contrary, it is intended that the proxies will be voted FOR each of the five nominees for director named above, to hold office until the 2021 annual meeting of stockholders or until their respective successors are duly elected and qualified. We have no reason to believe that any of the nominees will not be available to serve as a director. However, if any nominee should become unavailable to serve for any reason, the proxies will be voted for such substitute nominees as may be designated by the Board.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RE-ELECTION OF ALL NOMINEES, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH RE-ELECTION UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.
John A. Paulson has been a member of our Board since November 2018 and Chairman of our Board since April 2020. Mr. Paulson currently serves as President of Paulson & Co. Inc., an SEC registered investment management company, and has served in this role since the firm was founded in 1994. Prior to founding Paulson & Co., Mr. Paulson was a general partner of Gruss Partners and a managing director in mergers and acquisitions at Bear Stearns. Mr. Paulson received his Masters of Business Administration from Harvard Business School and his undergraduate degree from New York University.

Mr. Paulson’s qualifications to serve on the Board include his deep knowledge of financial transactions and investments as well as his leadership abilities in founding and leading Paulson & Co. This knowledge and these qualifications will allow Mr. Paulson to provide valuable insight to the Board, especially in the area of Company strategy.

Robert J. Chersi has been a member of our Board since March 2016 and our Lead Independent Director since November 2018. Mr. Chersi has been with Pace University since 2013, currently serving as the Executive Director for its Center for Global Governance, Reporting & Regulation, as well as an adjunct professor in its Department of Finance & Economics. In addition, since 2013, Mr. Chersi has served as the Helpful Executive in Reach (HEIR) in the Department of Accounting and Information Systems at Rutgers University, and has acted in an advisory capacity to financial services industry clients as an individual as well as through Chersi Services LLC, which he founded in 2014. Prior to joining Pace, Mr. Chersi was a member of the Executive Committee and Chief Financial Officer of Financial Services at Fidelity Investments in Boston, from 2008 to 2012. While at Fidelity, as CFO, Mr. Chersi led the finance, compliance, risk management, business consulting and strategic new business development functional organizations. From 1988 to 2008, Mr. Chersi served in numerous positions at UBS AG, including CFO of U.S. Wealth Management and Deputy CFO of Global Wealth Management and Business Banking. Mr. Chersi had several executive leadership positions while at UBS, including service on the UBS AG Group Managing Board from 2004 to 2008, which played an important role in developing and implementing the firm’s direction, values and principles and in promoting its global culture. He began his career as an audit manager in the Financial Service Practice of KPMG LLP in 1983. Mr. Chersi currently serves as a member of the Advisory Board of the Pace University Lubin School of Business, and has previously been a member of the Board, Audit Committee and Risk Committee of UBS Bank USA, a member of the Board of PW Partners R&D III, Chairman of the Board of Trustees of the UBS USA Foundation, a member of the Board of Bon Secours New Jersey/St. Mary’s Hospital Foundation, and a Trustee of Fidelity Investments’ Political Action Committee. Mr. Chersi also currently serves as a member of the Board of Trustees of Thrivent Funds. Mr. Chersi is also a Director of E*TRADE Financial Corporation, as well as member of the E*TRADE Bank board, the E*TRADE Audit Committee and the E*TRADE Risk Oversight Committee. He

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has held the Certified Public Accountant designation, and is a 1983 graduate of Pace University, where he earned a BBA in Accounting, summa cum laude.
Mr. Chersi’s qualifications to serve on our Board include his extensive experience in the financial services industry and deep knowledge of corporate governance, financial reporting and regulatory compliance.  In addition, his background in risk management, business consulting and strategic business development will be valuable to our Board.
Andrew Kim has been a member of our Board since July 2019. Mr. Kim is currently a Senior Vice President at Paulson & Co. Inc., an SEC registered investment management company, which he joined in July 2009. Prior to working at Paulson, Mr. Kim was an analyst at Perry Capital from September 2005 to July 2007 and at Goldman Sachs from July 2004 to September 2005. Mr. Kim received his Masters of Business Administration from Harvard Business School and his undergraduate degree from the University of Michigan.
Mr. Kim’s qualifications to serve on our Board include his deep knowledge of financial transactions and investments gained through his career in the financial services industry. This knowledge will allow Mr. Kim to provide valuable insight to the Board.

Barbara Trebbi has been a member of our Board since January 2018. Ms. Trebbi was a General Partner and co-managing partner at Mercator Asset Management, L.P. (“Mercator”) until October 2017. At Mercator, which she joined in 2000, she was a senior member of the investment team, with a focus on international equities, in particular, continental European investments, as well as Asia and other emerging markets. Her clients included a wide range of institutional investors and sub-advisory accounts. Ms. Trebbi started her career in 1988 as an international equity research analyst at Mackenzie Investment Management Inc., and progressed over 12 years to become head of international equities. She has over 30 years of international investment experience. Ms. Trebbi is a Chartered Financial Analyst, a member of the CFA Institute, and also is a member of the CFA Society of South Florida, where she served as President from 1994 to 1995. She also serves on a number of non-profit boards related to primary, secondary and higher education. She has a Graduate Diploma from the London School of Economics and Political Science and a B.S. degree from the University of Florida.
Ms. Trebbi’s qualifications to serve on our Board include her deep investment experience, with a particular emphasis on international investments. This experience, combined with extensive knowledge of the institutional and sub-advisory markets will allow her to provide valuable insight to our Board.
Suren Rana has been our President and Chief Executive Officer and member of our Board since April 2020. Before being appointed as the Company’s President, Chief Executive Officer and a Director of the Company, Mr. Rana, age 40, was the Company’s Chief Financial Officer, a position he has held since January 2019. Prior to joining the Company, Mr. Rana was a partner at H Plus Capital, a private market investment management firm, from August 2018 to January 2019. Mr. Rana has been involved in the financial services sector for more than fifteen years. Mr. Rana was a member of the Company's Board from November 2017 to August 2018. He served as the Chief Investment Officer at HNA Capital International from September 2016 to August 2018. He served as an investment banker at UBS from November 2015 to August 2016, Royal Bank of Canada from September 2011 to November 2014 and Merrill Lynch from 2005 to 2008 where he advised clients on M&A, IPOs, financings and other strategic matters. He also served as a Principal at Equifin Capital Partners from September 2008 to September 2011 where he led control investments in the financial services sector. Mr. Rana began his career at GE Capital with responsibilities in credit risk management and audit. Mr. Rana holds an MBA from Harvard Business School, a graduate degree from the Indian Institute of Management Ahmedabad and a bachelor’s degree from the University of Delhi.

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Mr. Rana’s qualifications to serve on our Board include his extensive investment and financial knowledge, particularly relating to financial services companies. His experience with regard to M&A, financing and other strategic matters provides valuable insight to the Board.

13

INFORMATION CONCERNING EXECUTIVE OFFICERS
Executive Officers
The following table sets forth certain information regarding our executive officers as of April 22, 2020.
Name
 
Age
 
Position
Suren Rana
 
40

 
President, Chief Executive Officer and Director
Richard J. Hart
 
43

 
Chief Legal Officer and Secretary
Christina Wiater
 
38

 
Principal Financial Officer and Principal Accounting Officer
For the biographical information of Mr. Rana, see “Proposal 1—Election of Directors” above.
Mr. Hart, age 43,  is the Company’s Chief Legal Officer, a position he has held since 2018, and he is responsible for all legal and compliance matters at the Company. Previously, Mr. Hart was the Company’s Corporate General Counsel and has held various other roles in the Company’s legal department since 2010. Prior to joining the Company, Mr. Hart was a Senior Associate in the corporate department of Goodwin Procter LLP. Mr. Hart received a B.A. from the University of Richmond and a Juris doctor from Boston University School of Law.

Ms. Wiater, age 38, has been the Company's Controller since 2018 and was the Company's Assistant Controller from 2013 to 2018, where she was responsible for all accounting and control processes. Prior to joining the Company, Ms. Wiater was previously a Manager at PricewaterhouseCoopers LLP in their audit practice where she focused on private equity and asset management companies. Ms. Wiater received a B.S. in Business Administration and a M.S. in Accounting from Babson College. She is also a certified public accountant.




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CORPORATE GOVERNANCE
Director Independence
Our business and affairs are managed under the direction of our Board. Our Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. A majority of the directors serving on our Board must qualify as independent directors and each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee must consist solely of independent directors. Our Board annually (or otherwise as necessary) makes an affirmative determination regarding the independence of each director. An “independent” director meets the NYSE’s definition of independence as well as the Board’s independence standards, as determined by the Board in its business judgment. In determining Director independence, the Board confirms that none of the independent Directors has a material relationship with the Company which would impair his or her independence from management or otherwise compromise his or her ability to act as an independent director. Among other things, Board takes into consideration that Messrs. Paulson and Kim have been appointed to the Board by Paulson (as discussed under “Certain Relationships and Related Party Transactions—Relationship with OM plc, OMGUK, HNA and Paulson—Stockholder Agreement,”), and that Paulson currently owns over twenty percent (20%) of the outstanding shares of our Common Stock. The Board has determined, however, that a significant ownership stake, rather than create a material relationship with management of the Company that may impair the ability to exercise independent judgment, instead creates a strong alignment of interest among Messrs. Paulson and Kim and Company’s shareholders. The Board further believes that Messrs. Paulson and Kim provide valuable, independent minded insight and judgment to the Board.

The Board has affirmatively determined that Ms. Beams, Ms. Trebbi and Messrs. Chersi, Kim, Love and Paulson are independent under the NYSE Rules.

Committees of the Board and Meetings
Meeting Attendance
During the fiscal year ended December 31, 2019, there were 9 formal meetings of the Board, and the various committees of the Board met a total of 19 times (10 Audit Committee meetings, 2 Nominating and Corporate Governance Committee meetings and 7 Compensation Committee meetings). In addition, during the fiscal year ended December 31, 2019, the Board acted by written consent 6 times. No director attended fewer than 75% of the total number of meetings of the Board and of committees of the Board on which he or she served during fiscal year 2019. The Board has adopted a policy under which each member of the Board is expected to attend, in person or telephonically, each annual meeting of our stockholders absent exigent circumstances that prevent their attendance. All directors were in attendance, either in person or telephonically, at our 2019 Annual General Meeting.
Audit Committee
Our Audit Committee met 10 times during fiscal year 2019. The Audit Committee currently consists of Ms. Beams, Ms. Trebbi and Mr. Chersi and Mr. Chersi is the Chair. Mr. Chersi has been a member of our Audit Committee since March 1, 2016. Ms. Beams has been a member of our Audit Committee since December 15, 2018. Ms. Trebbi has been a member of our Audit Committee since September 12, 2018. The Board determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the NYSE Rules and is “financially literate” as such term is defined in the NYSE Rules. In addition, the Board

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determined that each member of the Audit Committee is an “audit committee financial expert” within the meaning of SEC regulations and the NYSE Rules.

The Audit Committee has a charter that sets forth the Audit Committee’s purpose and responsibilities, which include (i) assisting the Board in fulfilling its oversight responsibilities over the financial reports and other financial information filed with the SEC, (ii) recommending to the Board the appointment of our independent auditors and evaluating their independence, (iii) reviewing our audit procedures and controls, and (iv) overseeing our internal audit function and risk and compliance function. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.

A copy of the Audit Committee’s written charter is publicly available on our website at www.bsig.com.
Compensation Committee
Our Compensation Committee met 7 times during fiscal year 2019. The Compensation Committee is currently composed of Ms. Trebbi, Ms. Beams, Mr. Chersi, Mr. Love and Mr. Kim. Ms. Trebbi is the Chair of our Compensation Committee. Mary Elizabeth Beams was appointed as a member of our Compensation Committee effective November 30, 2018. Reginald Love was appointed as a member of our Compensation Committee effective November 30, 2018. Andrew Kim was appointed as a member of our Compensation Committee effective September 9, 2019. John Paulson served as a member of the Compensation Committee from January 9, 2019 to September 9, 2019. Our Board has determined that each member of the Compensation Committee is independent under NYSE Rules. The Compensation Committee of our Board has consisted entirely of independent directors since May 19, 2017.
The Compensation Committee has a charter that sets forth the Compensation Committee’s purpose and responsibilities, which include annually reviewing and approving the compensation of our executive officers and reviewing and making recommendations with respect to our equity incentive plans.
The Compensation Committee’s processes and procedures for the consideration and determination of executive compensation as well as disclosure regarding the role of the Company’s compensation consultant are set forth below in “Compensation Discussion and Analysis.”
A copy of the Compensation Committee’s written charter is publicly available on our website at www.bsig.com.
Please also see the report of the Compensation Committee set forth elsewhere in this proxy statement.

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Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee met 2 times during fiscal year 2019. The Nominating and Corporate Governance Committee is currently composed of Ms. Trebbi and Messrs. Chersi, Love and Paulson. Mr. Paulson is the Chair of our Nominating and Corporate Governance Committee. Our Board has determined that Ms. Trebbi and Messrs. Chersi, Love and Paulson are independent under the NYSE Rules. Ms. Trebbi was appointed as a member of our Nominating and Corporate Governance Committee effective April 18, 2018. Mr. Love was appointed as a member of our Nominating and Corporate Governance Committee effective November 30, 2018. Mr. Paulson was appointed as a member of our Nominating and Corporate Governance Committee effective November 30, 2018. The Nominating and Corporate Governance Committee has a charter that sets forth the Nominating and Corporate Governance Committee’s purpose and responsibilities, which include reviewing and recommending nominees for election as directors, assessing the performance of our directors, reviewing Corporate Governance Guidelines for our Company and reviewing and recommending for approval to the non-interested directors of the Board, the directors’ compensation on a biennial basis.
Under our current corporate governance policies, the Nominating and Corporate Governance Committee may consider director candidates recommended by stockholders as well as from other sources, such as other directors or officers, third party search firms or other appropriate sources. For all potential candidates, the Nominating and Corporate Governance Committee may consider all factors it deems relevant, such as a candidate’s integrity, personal and professional reputation, experience and expertise, business judgment, ability to devote time, possible conflicts of interest, concern for the long-term interests of the stockholders, independence, range of backgrounds and experience and the extent to which the candidate would fill a present need on the Board. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder wishes to nominate a candidate for director who is not to be included in our proxy statement, it must follow the procedures described in our Bylaws and in “Stockholder Proposals and Nominations For Director” at the end of this proxy statement.
Although the Nominating and Corporate Governance Committee does not have a formal policy with regard to diversity, the Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences as well as gender, ethnic and other forms of diversity when selecting potential nominees for membership on the Board.
A copy of the Nominating and Corporate Governance Committee’s charter is publicly available on the Company’s website at www.bsig.com.
Executive Sessions of Independent Directors
In accordance with the NYSE Rules and our Corporate Governance Guidelines, our independent Directors meet in regularly scheduled executive sessions without management present. If the Chairman of our Board is an independent Director, the Chairman of our Board will preside at these non-management sessions. If the Chairman of our Board is unavailable or is a management director, the Lead Independent Director or another independent Director is chosen by the independent Directors to preside at these meetings.
Board Leadership Structure and Role in Risk Oversight
Mr. Paulson serves as the Chairman of our Board and Mr. Rana serves as our President and Chief Executive Officer and a member of our Board. Mr. Paulson was appointed Chairman of our Board,

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effective April 1, 2020. The Board has no set policy with respect to the separation of the offices of Chairman and the Chief Executive Officer and believes it is in the best interest of the Company to retain flexibility based on the current business needs of the Company. Pursuant to the Company’s corporate governance guidelines, the independent directors elected Mr. Chersi as the Lead Independent Director in November 2018 when Guang Yang was appointed as Executive Chairman. When Mr. Paulson assumed the role of Chairman, it was determined that the Board would benefit from the continuation of Mr. Chersi as Lead Independent Director, despite the fact that Mr. Paulson is also an independent Director. Among other duties as determined by the Board from time to time, the Lead Independent Director may function as the Chairman in the event the existing Chairman is unable to for any reason.

The Board oversees the business and affairs of our Company including all aspects of risk, which includes risk assessment, risk appetite and risk management, focusing on, among other things, major strategic risks (e.g. acquisitions and dispositions, Affiliate investment performance and Affiliate relationships). In executing its risk oversight function, the Board has delegated to the Audit Committee the direct oversight over risk functions. However, the Audit Committee is not responsible for day to day management of risk. The Audit Committee reviews and subsequently reports to the Board any issues which arise with respect to the performance of our risk function including operational risks and risks relating to the quality or integrity of our financial statements. The Audit Committee also, at least annually, reviews our policies with respect to risk assessment, risk appetite and risk management.
Website Availability of our Corporate Governance Guidelines
A copy of our Corporate Governance Guidelines is publicly available on the Company’s website at www.bsig.com.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee during fiscal year 2019 are set forth above under “—Compensation Committee.” No member of the Compensation Committee was, during fiscal year 2019, or previously, an officer or employee of BrightSphere. No executive officer of the Company serves on the compensation committee or board of directors of another company that has an executive officer that serves on our Compensation Committee or Board.
Stockholder and Other Interested Party Communications to the Board
Generally, stockholders and other interested parties who have questions or concerns should contact our Investor Relations department at (617) 369-7300. However, any stockholders or other interested parties who wish to address questions regarding our business directly with the Board, or any individual director, should direct his or her questions in writing to the Board of BrightSphere at 200 Clarendon Street, 53rd Floor, Boston, MA 02116. Communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Stockholders and other interested parties may communicate directly with the Company’s independent Directors by sending a letter addressed to the attention of the independent Directors of BrightSphere, 200 Clarendon Street, 53rd Floor, Boston, MA 02116.
Items that are unrelated to the duties and responsibilities of the Board may be excluded, such as:
•
junk mail and mass mailings;
•
resumes and other forms of job inquiries;
•
surveys; and

18

•
solicitations or advertisements.
In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to any independent director upon request.

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PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed KPMG as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2020. The Board proposes that the stockholders ratify this appointment. KPMG audited our financial statements for the fiscal year ended December 31, 2019. We expect that representatives of KPMG will be present at the Annual Meeting, will be able to make a statement if they so desire, and will be available to respond to appropriate questions.
In deciding to appoint KPMG, the Audit Committee reviewed auditor independence issues and existing commercial relationships with KPMG and concluded that KPMG has no commercial relationship with the Company that would impair its independence for the fiscal year ending December 31, 2020.
The following table presents fees for professional audit services rendered by KPMG for the audit of our annual financial statements for the years ended December 31, 2019, and December 31, 2018, and fees billed for other services rendered by KPMG during those periods.
Type of Fee
 
2019
 
2018
Audit fees(1)
 
$
2,164,772

 
$
3,225,489

Audit related fees(2)
 
256,250

 
357,226

Tax fees(3)
 
5,000

 
87,987

All other fees
 
—

 
—

Total
 
$
2,426,022

 
$
3,670,702

 
(1)
Audit fees consisted of audit work performed in the preparation of financial statements, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as statutory audits.
(2)
Audit related fees consisted principally of the audit of an employee benefit plan, internal control related services and procedures related to registration filings.
(3)
Tax fees consisted principally of assistance with matters related to domestic and international tax compliance and reporting.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee has the sole authority to approve the scope, fees and terms of all audit engagements, as well as all permissible non-audit engagements of the independent registered public accounting firm (the “External Auditor”). Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the External Auditor. The Audit Committee pre-approves all audit and permissible non-audit services to be performed for us by the External Auditor. These services may include audit services, audit-related services, tax services and other services. On an annual basis, the Audit Committee considers whether the provision of non-audit services by our External Auditor, on an overall basis, is compatible with maintaining the External Auditor’s independence from management.
In addition to the pre-approval procedures described immediately above, the Audit Committee has adopted a written Pre-Approval Policy for Non-Audit Services Provided by External Accounting Firms (the “Non-Audit Services Policy”). Under the Non-Audit Services Policy, the Audit Committee must pre-

20

approve the provision of non-audit services to be performed for us by any external accounting firm, subject to a de minimis threshold. Requests for non-audit services to be performed for us by an external accounting firm are submitted to the Chair of the Audit Committee via written request. The Chair of the Audit Committee reviews the request with the other members of the Audit Committee and the Audit Committee determines whether to approve the request. The Non-Audit Services Policy sets forth certain non-audit services prohibited to be performed by external accounting firms.
In the event the stockholders do not ratify the appointment of KPMG as our independent registered public accounting firm, the Audit Committee will reconsider its appointment.
The affirmative vote of a majority of the votes present or represented by proxy and entitled to vote at the Annual Meeting is required to ratify the appointment of the independent registered public accounting firm.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE TO RATIFY THE APPOINTMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2020, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.



21

REPORT OF AUDIT COMMITTEE

The Audit Committee currently consists of Ms. Beams, Ms. Trebbi and Mr. Chersi and Mr. Chersi is the Chair. Mr. Chersi has been a member of our Audit Committee since March 1, 2016. Ms. Beams has been a member of our Audit Committee since December 15, 2018. Ms. Trebbi has been a member of our Audit Committee since September 12, 2018. The Board determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the NYSE Rules and is “financially literate” as such term is defined in the NYSE Rules. In addition, the Board determined that each member of the Audit Committee is an “audit committee financial expert” within the meaning of SEC regulations and the NYSE Rules. The Audit Committee held 10 meetings during the fiscal year ended December 31, 2019.

The Audit Committee assists the Board in fulfilling its oversight responsibilities of the financial reports and other financial information filed with the SEC, recommends to the Board the appointment of BrightSphere’s independent auditors and evaluates their independence, reviews BrightSphere’s financial reporting procedures and controls, and oversees BrightSphere’s internal audit, risk and compliance functions. Prior to the effectiveness of the Redomestication, the Audit Committee assisted the Board in fulfilling its oversight responsibilities of the financial reports and other financial information filed with Companies House. The Audit Committee’s role and responsibilities are set forth in the Audit Committee Charter adopted by the Board, which is available on BrightSphere’s website at www.bsig.com. The Audit Committee reviews and reassesses its charter annually and recommends any changes to the Board for approval. The Audit Committee is responsible for overseeing BrightSphere’s overall financial reporting process, and for the appointment, compensation, retention, and oversight of the work of the Company’s external auditor. In fulfilling its responsibilities for the financial statements for fiscal year 2019, the Audit Committee took the following actions:

•
Reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2019 with management and KPMG, our independent registered public accounting firm;

•
Discussed with KPMG the matters required to be discussed in accordance with Auditing Standard No. 16-Communications with Audit Committees;

•
Received written disclosures and a letter from KPMG regarding its independence as required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding KPMG communications with the Audit Committee and the Audit Committee further discussed with KPMG its independence. The Audit Committee also considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and the audit process that the Audit Committee determined appropriate;

•
Discussed with KPMG the independence of KPMG from BrightSphere and its management and concluded that KPMG is independent; and

•
Reviewed and discussed with management and KPMG the critical audit matters and the significant accounting policies applied by BrightSphere in its financial statements.

Management also reports to the Audit Committee and the Board regarding enhancements made to our risk management processes and controls in light of evolving market, business, regulatory and other conditions, including those related to privacy and cyber security.


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BrightSphere’s management is responsible for the financial reporting process, for the preparation, presentation and integrity of financial statements in accordance with generally accepted accounting principles in the United States and for the establishment and effectiveness of BrightSphere’s internal controls and procedures designed to assure compliance with accounting standards and laws and regulations. BrightSphere’s independent auditors are responsible for auditing those financial statements in accordance with generally accepted auditing standards, attesting to the effectiveness of BrightSphere’s internal control over financial reporting and expressing an opinion as to whether those audited financial statements fairly present, in all material respects, the financial position, results of operation and cash flows of BrightSphere in conformity with generally accepted accounting principles in the United States. The Audit Committee monitors and reviews these processes. Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and BrightSphere’s independent auditors. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s review and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with the standards of the PCAOB, that the financial statements are presented in accordance with generally accepted accounting principles in the United States or that KPMG is in fact “independent.”

The Audit Committee evaluates the independent auditor’s qualifications, performance and independence, including the performance of the independent auditor’s lead partner, taking into consideration the opinions of management and the Company’s internal auditors. The Audit Committee and its Chair ensure the rotation of the lead partner and the audit partner responsible for reviewing the audit to the extent required by law, are directly involved in the selection of the new lead partner and the audit partner responsible for reviewing the audit and consider whether regular rotation of the audit firm is necessary or appropriate to ensure continuing auditor independence. The Audit Committee reports on its evaluation and conclusions, and any actions taken pursuant thereto, to the Board. The Audit Committee and the Board believe that the retention of KPMG as the Company’s independent auditor for the year ending December 31, 2020 is in the best interests of the Company and its stockholders. Based on this evaluation, the Audit Committee decided to retain KPMG to serve as independent auditors for the year ending December 31, 2020. In considering the retention of KPMG, the Audit Committee considers, among other things, the quality of the services provided, KPMG’s capability and knowledge in the industry, tenure as the Company’s auditor and knowledge of the Company and its operations. Under the Audit Committee Charter, the Audit Committee has the authority to appoint the independent auditor.

KPMG has acted as the Company’s independent registered public accounting firm continuously since the Company became a public company in 2014.

Based on the Audit Committee’s review of the audited financial statements and discussions with management and KPMG, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for filing with the SEC.
 
Members of the BrightSphere Audit Committee
Robert J. Chersi (Chair)
Mary Elizabeth Beams
Barbara Trebbi

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REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of our Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which appears elsewhere in this proxy statement, with our management. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in our proxy statement and in BrightSphere Investment Group Inc.’s Form 10-K filed with the SEC on March 2, 2020.
 
Members of the BrightSphere Investment Group Inc. Compensation Committee
Barbara Trebbi (Chair)
Mary Elizabeth Beams
Robert J. Chersi
Reginald Love
Andrew Kim


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Compensation Discussion and Analysis
Introduction
The following compensation discussion and analysis (“CD&A”) provides information on the compensation arrangements of our named executive officers (“NEOs’) for 2019 and should be read together with the compensation tables and related disclosures set forth below.
Our CD&A is presented in the following sections:
•
Our NEOs
•
Summary of Governance Practices
•
Executive Compensation Program Structure
◦
Base Salary
◦
Time-Vested Stock Option Grants
◦
Employee Benefit Programs
•
2019 Compensation
•
Aligning CEO Pay and Performance
•
Other Compensation Committee Policies and Practices
◦
Comparator Group
◦
Compensation Committee
◦
Our Compensation Consultant
◦
Risk Considerations in our Compensation Programs
•
Impact of Tax and Accounting Policies
Our NEOs
In December 2018, the Company appointed Guang Yang as President and Chief Executive Officer (“CEO”). In January 2019, Suren Rana was named Chief Financial Officer (“CFO”) and Principal Financial Officer. Upon Mr. Rana joining the Company, Daniel Mahoney stepped down as Principal Financial Officer. Two other executive officers, Aidan Riordan and Christopher Hadley, separated in early 2019 as a result of the strategic repositioning. Mr. Hadley and Riordan were paid severance consistent with their Transition Severance agreements.

After the strategic repositioning we only had two executives for the remainder of 2019 as our Board resolved that our CEO and CFO are the only employees with significant company-wide policy-making responsibilities.

On April 15, 2020, Mr. Yang and the Company agreed on a mutual separation from his position as President and CEO and as a member of the Board. In consideration of a general waiver and release of claims, Mr. Yang will receive severance consistent with the terms of his employment agreement. The Board appointed Mr. Rana, to serve as the Company’s President and Chief Executive Officer, and as a Director of the Company effective April 15, 2020. Concurrent with Mr. Rana’s appointment, Christina Wiater will serve as the Company’s Principal Financial Officer and Principal Accounting Officer.

In connection with the appointments of Messrs. Yang and Rana, the Compensation Committee enhanced our executive compensation program to support our new strategic direction by introducing nonqualified stock options into the Company’s compensation framework to align our CEO’s and CFO’s compensation with our stock price performance and shareholder returns. As an inducement to join the Company as senior executive officers, the Compensation Committee granted Messrs. Yang and Rana options with a five-year term and with exercise prices above the trading price at the time of grant as the sole component of their incentive-based compensation. Specifically, in the case of our CEO, Mr. Yang received premium-priced options with an exercise price approximately 14% above

25

the closing price of our shares at the date of grant. In the case of our CFO, Mr. Rana, he received premium-priced options with an exercise price approximately 1% above the closing price of our shares at the time of grant. These options vested 20% at grant and with the remaining 80% vesting in four equal annual installments following the grant date. This enhancement to our executive compensation program, while not structured like our competitors, strengthens the alignment of interests between our executive officers and our shareholders as Messrs. Yang and Rana will only receive value from their stock option grants if value is created for our shareholders. Furthermore, it is expected that Messrs. Yang and Rana will not receive additional cash or equity compensation pursuant to our incentive program over the five-year term of their stock options, absent extraordinary achievement.


Summary of Governance Practices
Our Compensation Committee regularly reviews industry best practices in executive compensation. We have implemented many best-practice features intended to enhance the alignment of executive compensation with the interests of our shareholders.
WHATWEA01.JPG

Executive Compensation Program Structure
Our compensation program is based on clear and consistent objectives. With respect to our NEOs, our compensation program is intended to provide a total rewards program that is competitive with our peers, supports our values, rewards individual efforts, and correlates with our financial and strategic success.
Our compensation program is designed to contribute to our ability to:
•
support our business drivers, company vision, and strategy;
•
attract, motivate and retain top-caliber executive talent
•
align our NEO’s compensation with long-term increases in value for shareholders
The specific elements of our compensation program for NEOs includes:
(i)
Base Salary Our NEOs’ base salaries are intended to provide a degree of financial certainty and stability to our executive pay program. While base salaries are reviewed annually versus market peers, we do not expect that our NEOs’ base salaries will be adjusted during the terms of their employment agreements.

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(ii)
Time-Vested Stock Option Grants As previously mentioned, our CEO and CFO received premium-priced five-year stock option awards at the time that they joined our Company as full-time employees. We deem these grants to be performance-based and our CEO and CFO’s sole form of incentive compensation. They have not and are not expected to receive additional incentive compensation in the form of either cash bonuses or additional equity grants, over the five-year term of their current employment agreements period, absent extraordinary achievement. Their options vested 20% at grant and will vest 20% annually over four years thereafter and, to the extent vested, the options may only be exercised within 5 years of the date of grant. These awards create strong alignment with our shareholders as value is received only if our stock price increases above the premium-to-market exercise prices.

(iii)
Employee Benefit Programs Including participation in a Profit Sharing and 401(k) Plan as well as health and welfare benefits. We provide a Profit Sharing and 401(k) Plan for all employees and contribute a percentage of compensation to this plan, subject to regulatory limits. In addition, we maintain two non-qualified deferred compensation plans, the Deferred Compensation Plan and the Voluntary Deferral Plan, for select employees including our NEOs to provide additional retirement planning flexibility. The Deferred Compensation Plan allows the Company to make contributions to eligible employees’ accounts above statutory limits up to a maximum contribution between the qualified Profit Sharing and 401(k) Plan and the Deferred Compensation Plan of $50,000 per person annually. The Voluntary Deferral Plan allows eligible employees to defer a portion of their compensation on a tax-deferred basis and does not include any employer contributions. Our NEOs are eligible for limited perquisites, including executive parking, which represent a de minimis portion of total compensation. In addition, a temporary housing allowance was provided to our CEO and CFO for a 12-month period.

2019 Compensation
As previously mentioned, at hire our CEO and CFO received stock option grants with five-year terms. The following table shows the CEO and CFO’s 2019 annualized base salary and 20% of the options’ grant value (i.e. representing the annualized value of the grants over the five-year term of the employment agreement). The base salary for Mr. Rana represents his annualized base salary and is not the amount that he was actually paid in 2019. This table differs from the Summary Compensation Table as it reflects the annualized value of options awarded. By comparison, the Summary Compensation Table reflects equity awards granted in 2019.

27

 
Guang Yang1
Suren Rana2
Base salary
$
1,000,000

$
650,000

Options Awarded
2,332,200

1,026,720

2019 Total Compensation
$
3,332,200

$
1,676,720

2018 Total Compensation
$
3,332,200

NA

2019 Variance to 2018
—

NA

 
 
(1)
Guang Yang assumed the role of CEO on December 15, 2018. Mr. Yang was offered a nonqualified stock option to purchase 6,900,000 shares of the Company at an exercise price of $12.00 per ordinary share which represented a premium of approximately 14% to the closing price of the Company’s ordinary shares immediately prior to the date of grant on December 28, 2018 of $10.52. 20% of the award vested on the date of grant with the remaining 80% vesting in equal 20% annual installments over a four-year period beginning on the first anniversary of the initial vesting date subject to continued employment with the Company on each vesting date. The Options Awarded above reflects an annualized 20% of the fair value on the date of grant of $1.69 per share.
(2)
Suren Rana assumed the role of CFO on January 20, 2019. Mr. Rana was offered a nonqualified stock option to purchase 2,070,000 shares of the Company at an exercise price of $12.00 per ordinary share which represented a premium of approximately 1% to the closing price of the Company’s ordinary shares immediately prior to the date of grant on January 22, 2019 of $11.89. 20% of the award vested on the date of grant with the remaining 80% vesting in equal 20% annual installments over a four-year period beginning on the first anniversary of the initial vesting date subject to continued employment with the Company on each vesting date. The Options Awarded above reflects an annualized 20% of the fair value on the date of grant of $2.48 per share.
Details of the split between our CEO’s1 and CFO’s2 base salary and annualized incentive compensation for 2019 are shown in the chart below:

CEOTARGETANNUALPAY.JPG CFOTARGETANNUALPAY.JPG

(1)Mr. Yang’s compensation was comprised of a base salary and a front loaded five-year premium-priced stock option to purchase shares as the sole component of his incentive compensation. This mix is based on his annualized salary and the fair value of his stock options annualized over the five-year term as shown in the table on the previous page.

(2)Mr. Rana’s compensation is comprised of a base salary and a front loaded five-year premium-priced stock option to purchase shares as the sole component of his incentive compensation. This mix is based on his annualized salary and the fair value of his stock options annualized over the five-year term as shown in the table on the previous page.


Aligning CEO Pay and Performance
As noted earlier, the Committee believes that our incentive structure - though atypical amongst our peers - is a well-designed vehicle to incentivize our executives to create shareholder value over a long-term performance horizon.

28


The front-loaded option grants are consistent with our long-term business strategy and align our executives’ interests with those of shareholders. We view these awards as inherently performance-based, as these awards incentivize our executives to increase shareholder value over the term of the options.
Because a significant amount of our executive compensation includes long-term equity incentive awards, the amount of compensation that an executive can “realize”, or take-home, can fluctuate substantially over time based on our stock price. If our share price performance is strong, these options will deliver value to both our executives (and shareholders); if our stock price stagnates or underperforms, these options will not deliver any value to our executives.
One way to examine this pay and performance alignment is through a “realizable” pay analysis, comparing reported pay values (as disclosed annually on the Summary Compensation Table) with the actual realizable pay value that may be received by the executive team at a point in time. As can be seen in the graph, our TSR has declined, and Mr. Yang’s realizable pay - that which he could theoretically take home on a given date - is much lower than his reported pay. The following sets forth Mr. Yang’s realizable pay as of December 31, 2019, prior to the separation of Mr. Yang from the Company on April 15, 2020.
PICTURE1.JPG
“2018-2019 As Reported” pay includes compensation as disclosed in the Summary Compensation Table for fiscal years 2018 and 2019 for Mr. Yang, including actual salary received and grant date fair value of equity awards.
“Realizable” pay is defined as the compensation earned or deliverable for each year calculated as of 12/31/19. This includes actual salary received and the intrinsic value of his equity awards. Options are valued based on spread value as of December 31, 2019 of $10.12/share.

Other Compensation Committee Policies and Practices

Comparator Group
We believe that ensuring that our compensation levels are competitive with the market for high-caliber talent in our industry is an important attraction and retention tool. The compensation levels of companies in our peer group are an input in assessing both our total compensation levels and the form and mix of cash and equity incentives awarded to the NEOs. We use our comparator group as a reference and guide in making total compensation decisions. In selecting the companies in our comparator group we consider, with input from McLagan, part of Aon plc, our independent compensation consultant, the following factors: business structure, assets under management, revenue, and public company status. The comparator group is evaluated on an annual basis and may change over time based

29

upon the availability of peer data and the future characteristics of our business compared to peer companies, which includes both publicly traded and privately held asset management companies.
The comparator group included the following 16 public and private companies:
American Century Investments
Loomis, Sayles & Company
Artisan Partners Limited Partnership
MFS Investment Management
Barings LLC
Neuberger Berman Group
Eaton Vance Investment Managers
OppenheimerFunds
Janus Henderson Investors
Principal Financial Group
Jennison Associates
Putnam Investments
Lazard Asset Management
Victory Capital Management
Legg Mason & Co.
Virtus Investment Partners, Inc.
The Compensation Committee
Our Compensation Committee is responsible for overseeing our general compensation policies and equity plans and making compensation decisions for the NEOs and certain other senior management. Other members of the Board regularly attend and participate in Compensation Committee meetings and members of the Compensation Committee regularly meet in executive session without management present.
In making compensation decisions, the Compensation Committee considers the Company’s financial performance compared to plan targets and the prior year, the financial needs of the business, achievement of strategic objectives, the success of long-term initiatives over a multi-year period, and financial results against industry peers and the compensation levels of our peer group, and the future outlook for the Company and the industry.
Compensation Consultant
FW Cook served as the independent compensation consultant to the Compensation Committee through May 22, 2019 at which time the Committee retained McLagan to serve as the independent compensation consultant to the Compensation Committee. McLagan advised the Compensation Committee on a number of compensation matters, including market data and analysis, comparator group review, and governance. A representative from McLagan attended Compensation Committee meetings, including executive sessions, as well as informal meetings, and may communicate with the Chair between meetings to prepare for Compensation Committee meetings. At the time of appointment, the Compensation Committee assessed the independence of McLagan and concluded that McLagan did not have any conflicts of interest with respect to its engagement by the Compensation Committee. In assessing McLagan’s independence, the Compensation Committee considered the following factors:
•
Other services provided by McLagan to the Company
•
Aggregate fees paid by the Company to McLagan and fees as a percentage of the total revenue of the consultant providing the services;
•
McLagan’s policies and procedures designed to prevent conflicts of interest;
•
Any business or personal relationship between the consultant and any member of the Compensation Committee or any executive officer of the Company;
•
Whether the consultant holds any shares of the Company’s stock
Risk Considerations in our Compensation Programs
Our executive and non-executive compensation structure is designed with the goal of mitigating risk and protecting shareholder returns without diminishing the effectiveness of the incentives. The Compensation Committee does not believe that our compensation programs promote excessive risk-taking. In addition, the Compensation Committee considers the impact of the Company’s compensation practices on the Company’s broad risk management program.

30

We seek to keep our compensation programs simple and straight-forward and tied to our operating and stock price performance. The addition of stock options to our compensation program changes the risk profile, but we believe the increased risk is mitigated by a vesting period of four years, and the stock ownership guidelines discussed below.
During the year, the Risk and the Human Resources Departments conducted an assessment of risks arising from the Company’s compensation programs and policies based on guidance from McLagan. The assessment covered each material element of executive and non-executive employee compensation. Based on the assessment, the Company concluded, and the Compensation Committee concurred that our compensation policies and practices are not reasonably likely to encourage behaviors that are reasonably likely to have a material adverse effect on the Company.
Risk Mitigators
BrightSphere has the following policies which are positive from a corporate governance perspective and are risk mitigators:
•
Clawback policy
•
Stock ownership guidelines
•
Prohibitions on hedging and pledging
Clawback Policy
The Compensation Committee instituted a clawback policy for all NEOs for incentives awarded beginning in 2017. The clawback policy has four prongs that can cause the Compensation Committee to consider a clawback of compensation paid, granted or vested in the prior three years which include:
•
Financial statement restatement due to material noncompliance with financial reporting requirements of the SEC;
•
Improper conduct resulting in significant adverse reputational or economic impact;
•
Conduct constituting cause under the Company’s equity plan; or
•
Violation of risk policies that result in a material impact.
Stock Ownership Guidelines
Our CEO and CFO are subject to shareholding requirements of at least 500% of base salary and 300% of base salary, respectively. Unvested awards are excluded for purposes of this calculation. Until this shareholding requirement is met, they are each required to retain 50% of their net gain shares (i.e., shares remaining after shares sold to pay taxes) received at vesting. However, there is no requirement to hold shares once employment has ceased, and there is no requirement to continue to hold additional net gain shares once the shareholding requirement is met.
 
In 2019, to account for the grants of front-loaded stock options to the CEO and CFO, the Compensation Committee expanded the shareholding requirement to include the imputed after-tax value of vested, unexercised in-the-money stock options. Given the requirement to retain 50% of net gain shares at vesting until the shareholding requirement is met, the Committee also eliminated the five-year time period for attaining the applicable shareholding requirement for all NEOs.

Prohibitions on Hedging and Pledging
Our policies prohibit hedging and pledging of shares by our executive officers. In addition, the Company’s insider Trading Policy prohibits all Company employees, including spouses and immediate family members from engaging in short sales or any other transaction which would result in short exposure to our stock.     

Shareholder Vote on Named Executive Officer Compensation


31

At our 2019 Annual General Meeting, our shareholders voted overwhelmingly in support of our executive compensation framework. As a result of the 2019 shareholder advisory vote, the Compensation Committee decided that it was not necessary to implement specific changes to our executive compensation programs in 2019.

Impact of Tax and Accounting Policies
When the Compensation Committee determines NEO compensation, it considers all factors that may have an impact on our financial performance, including accounting rules and the tax consequences of the compensation awarded to the NEOs. While the Compensation Committee considers the accounting treatment and tax deductibility of awards, it is not a material factor of our executive compensation program, and the Compensation Committee retains the flexibility to award compensation that it believes to be in the best long-term interest of our shareholders.


Compensation Tables
2019 Summary Compensation Table
Name and Principal Position
 
Year
 
Salary
 
Stock Awards (1)
 
Option Awards (2)
 
Non-Equity Incentive Plan Compensation (3)
 
All Other Compensation (4)
 
Total
Guang Yang (5)
 
2019
 
$
1,000,000

 
$
—

 
$
—

 
$
—

 
$
290,750

 
$
1,290,750

Executive Director, President & CEO
 
2018
 
$
42,308

 
$
—

 
$
11,661,000

 
$
—

 
$
—

 
$
11,703,308

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Suren Rana (6)
 
2019
 
$
600,000

 
$
—

 
$
5,133,600

 
$
—

 
$
243,000

 
$
5,976,600

Executive Vice President and Chief Financial Officer
 
2018
 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Daniel K. Mahoney (7)
 
2019
 
$
250,000

 
$
95,010

 
$
—

 
$
345,000

 
$
50,000

 
$
740,010

Former Senior Vice President, Head of Finance and Former Principal Financial Officer
 
2018
 
$
240,385

 
$
46,013

 
$
—

 
$
255,000

 
$
47,275

 
$
588,673

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aidan J. Riordan (8)
 
2019
 
$
79,327

 
$
250,020

 
$
—

 
$
—

 
$
1,052,419

 
$
1,381,766

Former Executive Vice President, Head of Affiliate Management and Global Distribution
 
2018
 
$
367,308

 
$
702,519

 
$
—

 
$
250,000

 
$
50,000

 
$
1,369,827

 
2017
 
$
321,154

 
$
540,005

 
$
—

 
$
972,500

 
$
50,000

 
$
1,883,659

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Christopher Hadley (9)
 
2019
 
$
34,615

 
$
—

 
$
—

 
$
—

 
$
511,250

 
$
545,865

Former Executive Vice President, Chief Talent Officer
 
2018
 
$
296,154

 
$
200,029

 
$
—

 
$
195,000

 
$
50,000

 
$
741,183

 
2017
 
$
271,154

 
$
175,614

 
$
—

 
$
450,000

 
$
50,000

 
$
946,768

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

(1)
The amounts in the Stock Awards column is the grant date fair value of awards of shares determined pursuant to FASB ASC Topic 718, Compensation - Stock Compensation (“ASC 718”). All of the awards of shares reported in the Stock Awards column were granted as restricted awards under the Company’s Equity Incentive Plan. The grants were made on February 15, 2019 with respect to awards earned pursuant to our Annual Incentive Plan for the 2018 performance year. The awards were time-based grants that vest ratably over three-years, one-third on the first anniversary of the grant, one-third on the second anniversary of the grant and one-third on the third anniversary of the grant.

32

The award for Mr. Riordan was comprised a of a time-based grant valued at $125,010 as discussed above, and grant of performance shares valued at $125,010 that vest at the end of three years, subject to relative total shareholder return against a defined peer group. Dividend equivalents are paid at the end of the vesting period on earned shares. See Note 2, “Significant Accounting Policies - Share Based Compensation Plans” and Note 19, “Equity-based Compensation” in the notes to our Consolidated Financial Statements in our Annual Report on Form 10-K for further discussion of the valuation methodology. To see the value actually received by in 2019 upon vesting of shares, refer to the 2019 Option Exercises and Stock Vested table. Additional information on all outstanding shares is reflected in the 2019 Outstanding Equity Awards Table.

(2)
The option award for Mr. Yang, made on December 30, 2018, is a five-year option grant with an exercise price equal to $12.00 per share, which represented a premium of approximately 14% to the closing price of the Company’s ordinary shares immediately prior to the date of grant on December 28, 2018 of $10.52 as the sole component of his incentive-based compensation for the five years following his commencement date (absent extraordinary circumstances) and as an inducement to join the Company.
The option award for Mr. Rana, made on January 22, 2019, is a five-year option grant with an exercise price equal to $12.00 per share, which represented a premium of approximately 1% to the closing price of the Company’s ordinary shares immediately prior to the date of grant on January 21, 2019 of $11.89 as the sole component of his incentive-based compensation for the five years following his commencement date (absent extraordinary circumstances).
(3)
The amounts reported in the Non-Equity Incentive Plan Compensation Column reflects the cash portion of the amount earned under the Company’s Annual Incentive Plan in 2019 and paid to employees on February 14, 2020.
(4)
The amounts reported in the “Total All Other Compensation” column reflect, for Mr. Yang and Mr. Rana represent their housing allowances and the sum of contributions by the Company under its Profit Sharing & 401(k) Plan and its non-qualified deferred compensation plan. Also included for Mr. Rana is $28,000 in consulting fees for the period of January 1, 2019 - January 19, 2019 prior to his hire. The amount reported for Mr. Mahoney represents the sum of contributions by the Company under its Profit Sharing & 401(k) Plan and its non-qualified deferred compensation plan. The amounts for Mr. Riordan and Mr. Hadley represent their severance paid upon termination from employment.
(5)
Mr. Yang was named Executive Chairman, President and CEO as of December 15, 2018.
(6)
Mr. Rana was named Executive Vice President, Chief Financial Officer as of January 20, 2019.
(7)
Mr. Mahoney held the position of Principal Financial Officer from March 2, 2018 through January 19, 2019. From January 20, 2019 through his resignation on March 25, 2020 he held the position of Head of Finance, Principal Accounting Officer.
(8)
Mr. Riordan and the Company agreed on a separation from his employment as Executive Vice President and Head of Affiliate Management and Global Distribution effective March 8, 2019.
(9)
Mr. Hadley and the Company agreed on a separation from his position as Executive Vice President and Chief Talent Officer effective February 1, 2019.


33

2019 All Other Compensation Detail
The following table outlines those perquisites and other personal benefits and additional all other compensation.
Name
 
Year
 
Total
Perquisites
 
Severance
 
Consulting Fees
 
Defined Contribution Savings Plan Company Contributions
 
Total All
Other
Compensation
Guang Yang (1)
 
2019
 
$
240,750

 
 
 
$
—

 
$
50,000

 
$
290,750

 
 
2018
 
$
—

 
 
 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Suren Rana (1)(2)
 
2019
 
$
165,000

 
 
 
$
28,000

 
$
50,000

 
$
243,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Daniel K. Mahoney
 
2019
 
$
—

 
 
 
$
—

 
$
50,000

 
$
50,000

 
 
2018
 
$
—

 
 
 
$
—

 
$
47,275

 
$
47,275

 
 
 
 
 
 
 
 
 
 
 
 
 
Aidan J. Riordan (3)
 
2019
 
$
—

 
$
1,052,419

 
$
—

 
$
—

 
$
1,052,419

 
 
2018
 
—

 
$
—

 
$
—

 
$
50,000

 
$
50,000

 
 
2017
 
$
—

 
$
—

 
$
—

 
$
50,000

 
$
50,000

 
 
 
 
 
 
 
 
 
 
 
 
 
Christopher Hadley (3)
 
2019
 
$
—

 
$
511,250

 
$
—

 
$
—

 
$
511,250

 
2018
 
$
—

 
$
—

 
$
—

 
$
50,000

 
$
50,000

 
 
2017
 
$
—

 
$
—

 
$
—

 
$
50,000

 
$
50,000

 
 
(1)
2019 perquisites for Mr. Yang and Mr. Rana include a monthly housing allowance for a period of twelve months per the terms of each executive’s employment agreement and parking.
(2)
2019 perquisites for Mr. Rana includes $28,000 in consulting fees for the period January 1, 2019 - January 19, 2019. The consulting agreement was entered into on December 1, 2018. Under the agreement Mr. Rana was paid $10,000 a week.
(3)
Severance payments for Mr. Riordan and Mr. Hadley were paid in accordance with the terms of their Transition Severance Agreements described under Employment Contracts and Change of Control Arrangements.


34

2019 Grants of Plan-Based Awards
Name
 
Grant Date
 
Approval or
Action Date,
if different
 
Estimated Future Payouts Under Equity Incentive Plan Awards
 
All Other Stock Awards: Number of Shares of Stock or Units
(#)
 
All Other Option Awards: Number of Securities Underlying Options
(#)
 
Grant Date Fair Value of Stock and Option Awards
($)
 
 
Threshold
 
Target
 
Maximum
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Suren Rana
 
1/22/2019
 
1/21/2019
(1)
—

 
—

 
—

 
—

 
2,070,000

 
$
5,133,600

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Daniel K. Mahoney
 
2/15/2019
 
1/9/2019
(2)
—

 
—

 
—

 
6,850

 
—

 
$
95,010

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aidan J. Riordan
 
2/15/2019
 
1/9/2019
(2)
—

 
—

 
—

 
9,013

 
—

 
$
125,010

 
2/15/2019
 
1/9/2019
(3)
 
 
9,013

 
13,520

 
—

 
—

 
$
128,255

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Christopher Hadley
 
N/A
 
N/A
 
—

 
—

 
—

 
N/A

 
N/A

 
N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The grant for Mr. Rana represents a nonqualified stock option to purchase shares of the Company.
(2)
The amount represents the time-based awards of restricted shares under the Company’s Equity Incentive Plan relating to performance in fiscal 2018. Market Value was determined by multiplying the number of shares by the grant date fair value based on ASC 718 which is $13.87, the closing price of the Company’s shares on February 14, 2019 the day prior to the date of grant.
(3)
The amounts represent the number of performance-based awards of restricted shares under the Company’s Equity Incentive Plan relating to performance in fiscal 2018 at target and maximum. Grants vest between 0% to 150% of target at the end of three years subject to our relative total shareholder return performance against a defined peer group. Market Value was determined by multiplying the number of shares at the target level by the grant date fair value based on ASC 718 of $14.23. See Note 2, “Significant Accounting Policies - Share Based Compensation Plans” and Note 19, “Equity-based Compensation” in the notes to our Consolidated Financial Statements in our Annual Report on Form 10-K for further discussion of the valuation methodology.
Our defined peer group of 13 public companies includes: Affiliated Managers Group, Inc., AllianceBernstein Holding L.P., Artisan Partners Asset Management Inc., Cohen & Steers, Inc., Eaton Vance Corp., Federated Investors, Inc., Franklin Resources, Inc., Invesco Ltd., Janus Henderson Group plc, Legg Mason, Inc., T. Rowe Price Group, Inc., Victory Capital Management and Virtus Investment Partners, Inc. The payout of 0-150% of target is determined based upon performance within a range of plus or minus 25% of the peer median.
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

35

2019 Outstanding Equity Awards at Fiscal Year-End

 
 
 
 
Option Awards
 
Stock Awards
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have not Vested
(#)
 
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
($) (9)
Name
 
Grant Date
 
Number of Securities Underlying Unexercised Options: Exercisable
(#)
Number of Securities Underlying Unexercised Option: Unexercisable
(#)
Option Exercise Price ($)
Option Expiration Date
 
Number of Shares or Units of Stock that Have Not Vested
(#)
 
Market Value of Shares or Units of Stock that Have Not Vested
($) (9)
 
 
Guang Yang
 
12/30/2018
(1)
2,760,000

4,140,000

$
12.00

12/30/2023
 
N/A

 
N/A

 
N/A

 
N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Suren Rana
 
1/22/2019
(2)
414,000

$
1,656,000

$
12.00

1/22/2024
 
N/A

 
N/A

 
N/A

 
N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Daniel K. Mahoney
 
2/15/2019
(3)
N/A

N/A

N/A

N/A
 
6,850

 
$
70,007

 
N/A

 
N/A

 
2/15/2018
(4)
N/A

N/A

N/A

N/A
 
1,916

 
$
19,582

 
N/A

 
N/A

 
 
2/15/2017
(5)
N/A

N/A

N/A

N/A
 
815

 
$
8,329

 
N/A

 
N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aidan J. Riordan
 
2/15/2019
(3)
N/A
N/A
N/A
N/A
 
9,013

 
$
92,113

 
 
 
 
 
2/15/2019
(6)
N/A
N/A
N/A
N/A
 
 
 
 
 
—

 
$
—

 
 
2/15/2018
(4)
N/A
N/A
N/A
N/A
 
19,502

 
$
199,310

 
 
 
 
 
2/15/2018
(7)
N/A
N/A
N/A
N/A
 
 
 
 
 
—

 
$
—

 
 
2/15/2017
(5)
N/A
N/A
N/A
N/A
 
7,931

 
$
81,055

 
 
 
 
 
2/15/2017
(8)
N/A
N/A
N/A
N/A
 
 
 
 
 
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Christopher Hadley
 
2/15/2018
(4)
N/A

N/A

N/A

N/A
 
5,553

 
$
56,752

 
 
 
 
 
2/15/2018
(7)
N/A

N/A

N/A

N/A
 
 
 
 
 
—

 
$
—

 
 
2/15/2017
(5)
N/A

N/A

N/A

N/A
 
2,579

 
$
26,357

 
 
 
 
 
 
2/15/2017
(8)
N/A

N/A

N/A

N/A
 
 
 
 
 
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The option to purchase shares of the Company was granted as an employment inducement award on December 30, 2018. The option vested 20% on December 30, 2018, and vests 20% on December 30, 2019, 20% on December 30, 2020, 20% on December 30, 2021, and 20% on December 30, 2022. In connection with Mr. Yang’s separation from the Company in April 2020 this option ceased vesting and will not vest in 2020 or thereafter.
(2)
The option to purchase shares of the Company was granted on January 22, 2019. The option vested 20% on January 22, 2019, and vests 20% on January 22, 2020, 20% on January 22, 2021, 20% on January 22, 2022, and 20% on January 22, 2023.
(3)
The grant of restricted shares of the Company were made under the Company’s Equity Incentive Plan on February 15, 2019. The restricted shares vest in one-third increments on each of February 15, 2020, February 15, 2021 and February 15, 2022. The award for Mr. Riordan vested for tax purposes as of his separation date and remains restricted until the original vesting date per the terms of his separation agreement. The unvested portion of the award for Mr. Mahoney was forfeited in connection with his resignation on May 25, 2020.
(4)
The grant of restricted shares of the Company were made under the Company’s Equity Incentive Plan on February 15, 2018. The restricted shares vest one-third on each of February 15, 2019, February 15, 2020 and February 15, 2021. The awards for Mr. Riordan and Mr. Hadley vested for tax purposes as of their separation dates and remain restricted until the original vesting dates per the terms of their separation agreements. The unvested portion of the award for Mr. Mahoney was forfeited in connection with his resignation on May 25, 2020.

36

(5)
The grant of restricted shares of the Company were made under the Company’s Equity Incentive Plan on February 15, 2017. The restricted shares vest in one-third increments on each of February 15, 2018, February 15, 2019 and February 15, 2020. The awards for Mr. Riordan and Mr. Hadley vested for tax purposes as of their separation dates and remain restricted until the original vesting dates per the terms of their separation agreements.
(6)
The grants of performance-based restricted shares of the Company were made under the Company’s Equity Incentive Plan on February 15, 2019. Subject to the performance conditions, the shares vest three years following the grant date between 0% and 150% of target. The shares reported reflect cumulative performance at December 31, 2019 of 0% of target.
(7)
The grants of performance-based restricted shares of the Company were made under the Company’s Equity Incentive Plan on February 15, 2018. Subject to the performance conditions, the shares vest three years following the grant date between 0% and 150% of target. The shares reported reflect cumulative performance at December 31, 2019 of 0% of target.
(8)
The grants of performance-based restricted shares of the Company were made under the Company’s Equity Incentive Plan on February 15, 2017. Subject to the performance conditions, the shares vest three years following the grant date between 0% and 150% of target. The shares reported reflect cumulative performance at December 31, 2019 of 0% of target.
(9)
Market value was determined by multiplying the number of the Company’s shares by $10.22, the closing price of the Company’s shares in U.S. Dollars on December 31, 2019.

 
 
2019 Options Exercised and Stock Vested
 
 
Option Awards
Stock Awards
 
Name
 
Number of Shares acquired on Exercise
(#)
 
Value Realized on
Exercise
($)
 
Number of Shares Acquired on Vesting
 
Value Realized on Vesting (1) ($)
 
Guang Yang
 
—

 
$
—

 
—

 
 
 
Suren Rana
 
—

 
$
—

 
—

 
 
 
Daniel K. Mahoney
 
—

 
$
—

 
2,844

 
$
38,882

 
Aidan J. Riordan (2)
 
—

 
$
—

 
85,880

 
$
1,179,617

 
Christopher Hadley (3)
 
—

 
$
—

 
23,194

 
$
289,120

 

(1)
The value realized upon vesting of restricted shares is calculated by multiplying the fair market value of a share on the vesting date (the closing price on the business day prior to the vesting date) by the number of shares vested.
(2)
This amount includes 36,446 time-based restricted shares that vested for tax purposes at the time of Mr. Riordan’s separation of employment. These shares remain restricted through the original vesting dates per the terms of Mr. Riordan’s separation agreement.
(3)
This amount includes 8,132 time-based restricted shares that vested for tax purposes at the time of Mr. Hadley’s separation of employment. These shares remain restricted through the original vesting dates per the terms of Mr. Hadley’s separation agreement.
 
 


37

2019 Nonqualified Deferred Compensation
The following table provides information on the NEOs’ participation in the Voluntary Deferral Plan and the Deferred Compensation Plan. These plans either allow eligible employees to defer part of their salary and annual incentive on a voluntary basis or provide additional pre-tax company contributions to employees whose profit sharing contributions were limited under the tax-qualified plan. The Company contribution under the Deferred Compensation Plan is at the same rate of contribution as the contribution to the Profit Sharing & 401(k) Plan.
Name
 
Plan
 
Executive
Contributions
in Last FY
($)
 
Registrant
Contribution
in Last FY
($)(1)
 
Aggregate
Earnings
in Last FY
($)
 
Aggregate
Withdrawals/
Distributions
in Last FY
($)
 
Aggregate
Balance at end of
Last FYE
($)
Guang Yang
 
Voluntary Deferral Plan
 
N/A
 
N/A

 
N/A

 
N/A

 
N/A

 
Deferred Compensation Plan
 
N/A
 
$
22,000

 
N/A

 
N/A

 
N/A

Suren Rana
 
Voluntary Deferral Plan
 
N/A
 
N/A

 
N/A

 
N/A

 
N/A

 
Deferred Compensation Plan
 
N/A
 
$
22,000

 
N/A

 
N/A

 
N/A

Daniel K. Mahoney
 
Voluntary Deferral Plan
 
N/A
 
N/A

 
N/A

 
N/A

 
N/A

 
Deferred Compensation Plan
 
N/A
 
$
22,000

 
$
3,995

 
$
—

 
$
48,744

Aidan J. Riordan
 
Voluntary Deferral Plan
 
N/A
 
N/A

 
$
49,422

 
$
336,276

 
$
—

 
Deferred Compensation Plan
 
N/A
 
N/A

 
$
18,139

 
$
208,617

 
$
—

Christopher Hadley
 
Voluntary Deferral Plan
 
N/A
 
N/A

 
 
 
 
 
 
 
Deferred Compensation Plan
 
N/A
 
N/A

 
$
25,913

 
$
315,529

 
$
—

 
 
(1)
All Company contributions are included in the “All Other Compensation” column of the 2019 Summary Compensation Tables.

Employment Contracts and Change of Control Arrangements
Change of Control
Under the Company’s Equity Incentive Plan, if we experience a change of control or a corporate transaction, in the discretion of the Compensation Committee, (i) outstanding awards, including any vesting provisions, may be assumed or substituted by the successor company; (ii) outstanding and unexercised options and share appreciation rights may expire upon the closing of the change of control or other transaction, whether or not in conjunction with a payment equal to any positive difference between the value of the underlying shares and the exercise price; and/or (iii) the vesting of outstanding awards may be accelerated, in whole or in part.
Pursuant to Messrs. Yang’s and Rana’s Option Award Agreements, upon termination of employment within two years following a change of control, the portion of the Option Award that would have vested at the next annual vesting date (i.e. 20%), will vest upon termination of employment.
Transition Severance and Retention Agreements
On August 14, 2017, the Compensation Committee approved Transition Severance Agreements (each a "TSA" and collectively, the "TSAs") for Aidan J. Riordan, and Christopher Hadley.

38

Pursuant to the TSAs, upon a termination of the Executive's employment by the Company without cause or termination by the Executive for good reason, and in consideration for and subject to the Executive signing a general waiver and release of claims provided by the Company and ongoing compliance with certain restrictive covenants, the Executive would be entitled to receive (i) continuation of salary and bonus for twelve (12) months, payable in cash, (ii) continuation of health benefits for twelve (12) months, (iii) a pro-rated bonus for the year in which the termination of employment occurs and (iv) continued vesting of the Executive’s time- and performance-based restricted share and restricted share unit awards pursuant to their existing vesting schedules.
The Company entered into separation agreements with Mr. Riordan and Mr. Hadley effective March 8, 2019 and February 1, 2019 respectively and were paid benefits consistent with the TSAs. Any short-term or long-term cash or equity-based incentive award paid to the Executives will be subject to the Clawback Policy adopted by the Company's Board of Directors, as in effect from time to time. The TSAs and TRA contain customary restrictive covenants, including, non-disclosure, non-disparagement, non-interference and a twelve (12) month non-solicitation obligation.
On November 30, 2017 the Company entered into a Transition Retention Agreement (“TRA”) with Daniel K. Mahoney.
Pursuant to the TRA, upon a termination of Mr. Mahoney’s employment by the Company without cause, and in consideration for and subject to Mr. Mahoney signing a general waiver and release of claims provided by the Company and ongoing compliance with certain restrictive covenants, Mr. Mahoney would be entitled to receive (i) continuation of salary and bonus for three (3) months plus one-half month’s base salary and bonus for each year or partial year of service with the Company, for a minimum of six (6) month’s and a maximum of twelve (12) month’s base salary and bonus, payable in cash, (ii) continuation of health benefits for the length of the salary and bonus continuation period, (iii) a pro-rated bonus for the year in which the termination of employment occurs and (iv) accelerated vesting of all restricted share and restricted share unit awards. The TRA expired March 2, 2020.

Mr. Mahoney resigned from the Company on March 25, 2020 and the TRA was not applicable to his resignation. All unvested equity awards were forfeited as of his termination date.

Employment Agreements
Guang Yang Agreement
On December 30, 2018, the Company entered into an Employment Agreement with Guang Yang in connection with his appointment as the Company’s President and Chief Executive Officer. Pursuant to the Employment Agreement, Mr. Yang’s compensation consists of an annual base salary of $1,000,000. In addition, Mr. Yang was offered a nonqualified stock option to purchase 6,900,000 shares of the Company at an exercise price per share of $12.00. 20% of the award vested on the date of grant with the remaining 80% vesting in equal 20% annual installments over a four-year period beginning on the first anniversary of the initial vesting date subject to continued employment with the Company on each vesting date. The option has a five-year term, and the vested portion of the option remains exercisable for the five-year term regardless of whether Mr. Yang is employed by the Company at the time of exercise. The option was granted at an exercise price above the trading price at the time of grant as the sole component of his incentive-based compensation and as an inducement to join the Company. In addition, if Mr. Yang’s employment is terminated by the Company without cause or Mr. Yang terminates his employment for good reason within two years following a change of control of the Company (as defined in the Option Agreement granting the option), the portion of the option that would have vested at the next annual vesting date (i.e. 20%) would become vested on the date of termination of employment. Mr. Yang is eligible to participate in certain employee benefit programs available to all employees, including the Company’s Profit Sharing and 401(k) Plan as well as health and welfare benefits. In addition, during the first 12 months of employment, the Company provided a monthly housing and travel allowance of $25,000.

In the event of a termination of Mr. Yang’s employment by the Company without Cause (as defined in the Employment Agreement) or termination by Mr. Yang for Good Reason (as defined in the Employment Agreement) (in either case a “Good Leaver Termination”), Mr. Yang would be entitled to receive (a) separation payment equal to twelve (12) months of base salary, (b) continuation of health benefits for twelve (12) months and (c) continued vesting of Mr. Yang’s Option Award during the 60-day period following notice of termination pursuant to its existing vesting schedule (all vested options would remain exercisable for the entire 5-year term referenced above).

On April 15, 2020, Mr. Yang and the Company agreed on a mutual separation from his position as President and CEO and as a member of the Board. In consideration of a general waiver and release of claims, Mr. Yang will receive severance as set forth in the above paragraph.

39

Suren Rana Agreement
On January 22, 2019, the Company entered into an Employment Agreement with Suren Rana in connection with the appointment of Mr. Rana as the Company’s Chief Financial Officer. Pursuant to the Employment Agreement, Mr. Rana’s compensation consists of an annual base salary of $650,000. In addition, Mr. Rana was offered a nonqualified stock option to purchase 2,070,000 shares of the Company at an exercise price per share of $12.00. 20% of the award vested on the date of grant with the remaining 80% vesting in equal 20% annual installments over a four-year period beginning on the first anniversary of the initial vesting date subject to continued employment with the Company on each vesting date. The option has a five-year term, and the vested portion of the option remains exercisable for the five-year term regardless of whether Mr. Rana is employed by the Company at the time of exercise. The option was granted at an exercise price above the trading price at the time of grant as the sole component of his incentive-based compensation. In addition, if Mr. Rana’s employment is terminated by the Company without cause or Mr. Rana terminates his employment for good reason within two years following a change of control of the Company (as defined in the Option Agreement granting the option), then the portion of option that would have vested at the next annual vesting date (i.e. 20%) would become vested on the date of termination of employment. Mr. Rana is eligible to participate in certain employee benefit programs available to all employees, including the Company’s Profit Sharing and 401(k) Plan as well as health and welfare benefits. In addition, during the first 18 months of employment, the Company provided a monthly housing and travel allowance of $15,000 a month for 12 months.

In the event of a termination of Mr. Rana’s employment by the Company without Cause (as defined in the Employment Agreement) or termination by Mr. Rana for Good Reason (as defined in the Employment Agreement) (in either case a “Good Leaver Termination”), Mr. Rana would be entitled to receive (a) separation payment equal to twelve (12) months of base salary, (b) continuation of health benefits for twelve (12) months (c) continued vesting of Mr. Rana’s Option Award during the 60-day period following notice of termination pursuant to its existing vesting schedule (all vested options would remain exercisable for the entire 5-year term referenced above).

Payments Upon Termination of Employment
The following table details payments upon termination without cause or for good reason as of December 31, 2019 for each of the NEOs:
 
 
Termination Without Cause or for Good Reason
 
 
Salary and/or Bonus
 
Benefits
 
Prorated Bonus
Total
Guang Yang (1)
 
$
1,000,000

 
$
29,490

 
$
—

$
1,029,490

Suren Rana (1)
 
$
650,000

 
$
32,730

 
$
—

$
682,730

Daniel K. Mahoney (2)
 
$
375,000

 
$
15,496

 
$
500,000

$
890,496

Aidan J. Riordan (3)
 
$
875,000

 
$
35,593

 
$
500,000

$
1,410,593

Christopher Hadley (3)
 
$
495,000

 
$
19,832

 
$
195,000

$
709,832

(1) Continued vesting of Option Award during the 60-day notice period pursuant to its existing schedule.
(2) Bonus is based on 2019 actual incentive paid in 2020. Unvested equity to vest in accordance with original vesting schedule in accordance with Transition Severance Agreements.
(3) Bonus is based on 2018 actual incentive paid in 2019. Actual bonus paid was prorated for time worked in 2019. Unvested equity to vest in accordance with original vesting schedules per the terms of the Transition Severance Agreements.

CEO Pay Ratio
We are providing the following information about the relationship of the median annual total compensation of our employees and the annualized total compensation of Mr. Yang:

40

For 2019, our last completed fiscal year:
•
the median of the annual total compensation of all employees of our Company (other than our CEO) was $180,216; and
•
the total compensation of our CEO was $1,290,750.
Based on this information for 2019, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 7:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below.
To identify our median employee, we first determined our employee population as of December 31, 2019 (the “Determination Date”). We had 882 employees representing all full-time, part-time, seasonal and temporary employees (including employees of our affiliates) as of the Determination Date. This number does not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. Once we identified our median employee, we then determined that employee’s total compensation, including any perquisites and other benefits, in the same manner that we determine total compensation of our CEO for the purposes of the Summary Compensation Table disclosed above.
2019 Director Compensation
Director compensation includes both cash payments and equity granted in the form of RSUs. RSUs vest at the earlier of the one-year anniversary of grant or the date of the next year’s annual general meeting. The following table details the fees:
 
 
2019
Role
 
Cash
 
Equity
Board Chair (Paid only if Board Chair is not an employee of the Company)1
 
$175,000
 
$175,000
Board Fee
 
$90,000
 
$100,000
Lead Independent Director2
 
$103,500
 
—
Chair of the Audit Committee
 
$25,000
 
—
Member of the Audit Committee
 
$10,000
 
—
Chair of the Compensation Committee
 
$15,000
 
—
Member of the Compensation Committee
 
$5,000
 
—
Chair of the Nominating and Corporate Governance Committee
 
$10,000
 
—
Member of the Nominating and Corporate Governance Committee
 
$5,000
 
—
 
 
1Non-Employee Directors that are appointed and compensated by a shareholder receive no separate compensation for their roles as BrightSphere Investment Group Inc. directors. In addition, the Company does not pay any director compensation to individuals who are also employees of the Company for their service as directors.
2It is expected that the Lead Independent Director will receive cash compensation equal to the Board Fee plus 15% and will receive equity compensation consistent with the Non-Executive Director Base Fee.

41

Name
 
Fees Earned or Paid in Cash
(2) $
 
Stock Awards
(3) (4) $
 
Total
$
John Paulson(1)
 
NA
 
NA
 
NA
Andrew Kim(1)
 
NA
 
NA
 
NA
Robert J. Chersi
 
$139,674
 
$100,000
 
$239,674
Mary Elizabeth Beams
 
$105,870
 
$100,000
 
$205,870
Reginald Love
 
$100,652
 
$100,000
 
$200,652
Barbara Trebbi
 
$120,000
 
$100,000
 
$220,000
 
 
(1)
Non-Employee Directors that are appointed and compensated by a shareholder receive no separate compensation for their roles as BrightSphere Investment Group Inc. directors.
(2)
Fees for Non-Employee Directors are recommended by the Nominating and Corporate Governance Committee and approved by the Board pursuant to the Non-Employee Director Compensation Policy as discussed above.
(3)
The amount in the Stock Awards column is the grant date fair value of shares determined pursuant to ASC Topic 718. All of the shares reported in the Stock Awards column were granted under the Company’s Non-Employee Director Equity Incentive Plan.
(4)
The aggregate number of restricted stock units outstanding at fiscal year-end for each of the Non-Employee Directors is detailed in the table below. All awards are scheduled to vest the earlier of the 2020 Annual General Meeting or September 19, 2020.
Name
 
Grant Date
 
Grant Date Fair Value per Share
 
Number of Restricted Stock Units Held at Year End
Robert J. Chersi
 
9/19/2019
 
$10.54
 
9,488
Mary Elizabeth Beams
 
9/19/2019
 
$10.54
 
9,488
Barbara Trebbi
 
9/19/2019
 
$10.54
 
9,488
Reginald Love
 
9/19/2019
 
$10.54
 
9,488

Stock Ownership Guidelines for our Directors

Our Non-Employee Directors, who are not employed by a shareholder, are subject to a shareholding requirement of at least 500% of the cash board fee. Unvested share awards are excluded for the purposes of this calculation. There is no time period for attaining this shareholding requirement but, until it is met, Non-Employee Directors are required to retain 100% of their net gain shares (i.e., shares remaining after shares sold to pay taxes) at vesting.


Anti-Hedging and Anti-Pledging Policy for our Directors
Non-Employee Directors are prohibited from hedging or pledging BrightSphere shares without prior Board approval. Board approval for any such action is only expected in extraordinary circumstances.


42

PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION
What am I voting on?
In accordance with applicable law and Section 14A of the Exchange Act, we are providing stockholders with the opportunity to vote on an advisory resolution, commonly known as “say-on-pay,” approving BrightSphere’s executive compensation as reported in this proxy statement.
We believe that our executive compensation policies and programs reflect our pay-for-performance culture that is closely aligned with the interests of our stockholders. Our compensation program is designed to enable us to attract, retain and incentivize the highest caliber talent in order to maintain and strengthen our position in the asset management industry and to create long-term stockholder value. Our compensation methods are intended to provide a total rewards program that is competitive with our peers and supports our values, rewards individual efforts, and correlates with our financial and strategic success.

Our incentive opportunities are designed to align a substantial portion of pay to Company performance. We believe that our cash compensation and equity participation programs align the interests of our named executive officers with our stockholders and promote long-term value creation. In addition, the equity component motivates executives through a multi-year vesting structure.
The Board and the Compensation Committee regularly evaluate our compensation policies and programs to ensure that they are meeting our objectives and are consistent with best corporate governance practices. As part of this process, the Board and the Compensation Committee consider the results of our stockholder advisory say-on-pay votes on executive compensation.

Stockholders are urged to read the Compensation Discussion and Analysis section of this proxy statement, which discusses how our compensation policies and procedures implement our compensation philosophy, as well as the Summary Compensation Table and other related tabular and narrative disclosures included in this proxy statement, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals.
Stockholders are being asked to vote on the following advisory resolution:
RESOLVED, that the stockholders approve, on an advisory basis, the compensation of BrightSphere’s named executive officers as described in the proxy statement for this meeting under “Compensation Discussion and Analysis,” including the tabular and narrative disclosure contained in the proxy statement.
The affirmative vote of a majority of the votes present or represented by proxy and entitled to vote at the Annual Meeting is required to approve, on an advisory basis, this resolution.
Is this vote binding on the Board?
Because this vote is advisory, it will not be binding upon the Board or the Compensation Committee, and neither the Board nor the Compensation Committee will be required to take any action (or refrain from taking any action) as a result of the outcome of the vote on this proposal. The Compensation Committee will review and consider the outcome of the vote in connection with the ongoing review of BrightSphere’s executive compensation program.


43

How frequently is the “say-on-pay” vote held?

We hold an advisory “say on pay” vote every year based on a previous advisory vote regarding frequency. Our next vote is expected to occur at our 2021 annual meeting of stockholders.

How does the Board recommend that I vote?
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” ADVISORY APPROVAL OF THE COMPENSATION OF BRIGHTSPHERE’S NAMED EXECUTIVE OFFICERS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

44

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of the shares of Common Stock as of April 22, 2020 by:
•
each of our directors;
•
each of our named executive officers;
•
each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our Common Stock; and
•
all of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock that are immediately exercisable or exercisable within 60 days after April 22, 2020. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares of Common Stock beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.
Percentage ownership calculations for beneficial ownership are based on 81,185,338 shares of Common Stock outstanding as of April 22, 2020. Except as otherwise indicated in the table below, addresses of named beneficial owners are care of BrightSphere Inc., 200 Clarendon Street, 53rd Floor, Boston, Massachusetts 02116.
In computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of Common Stock that a person has the right to acquire within 60 days of April 22, 2020. We did not deem these shares of Common Stock outstanding, however, for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

45

 
 
Shares Beneficially Owned
Name of Beneficial Owner
 
Number
 
Percent
5% Owners:
 
 
 
 
Paulson & Co. Inc.(1)
 
20,000,552

 
24.6
%
FMR LLC(2)
 
8,602,086

 
10.6
%
Prudential Financial, Inc.(3)
 
5,249,257

 
6.5
%
BlackRock, Inc.(4)
 
4,968,694

 
6.1
%
The Vanguard Group(5)
 
4,389,261

 
5.4
%
Directors and Named Executive Officers:
 
 
 
 
Mary Elizabeth Beams
 
4,968

 
*

Robert J. Chersi
 
28,663

 
*

Andrew Kim
 
—

 
—

Reginald Love
 
6,785

 
*

Daniel K. Mahoney(6)
 
9,867

 
*

John Paulson(1)
 
20,000,552

 
24.6
%
Suren Rana(7)
 
828,000

 
1.0
%
Barbara Trebbi
 
7,988

 
*

Guang Yang(8)
 
2,860,001

 
3.5
%
All directors and current executive officers as a group (9 persons)
 
20,927,214

 
25.8%

 
(1)
Amounts shown reflect the aggregate number of shares of Common Stock held by Paulson & Co. based solely on information set forth on a Schedule 13D filed with the SEC on December 5, 2019 (the “Paulson 13D”). The Paulson 13D reported 20,000,552 shares of Common Stock held directly by Paulson & Co. Inc. (“Paulson & Co.”). John Paulson, the controlling person of Paulson & Co., serves on the board of directors of the Company. Paulson & Co. is an investment advisor registered under the Investment Advisors Act of 1940. Paulson & Co. is the investment manager of investment funds. John Paulson may be deemed an indirect beneficial owner of the securities, which are directly owned by funds managed by Paulson & Co. Based on the Paulson 13D, pursuant to Rule 16a-1(a)(4) under the Exchange Act, the reporting person disclaims beneficial ownership of any securities reported herein, except to the extent that the reporting person has a pecuniary interest therein. The Paulson 13D shall not be deemed an admission that such reporting person is the beneficial owner of any securities not directly owned by such reporting person. Each of John Paulson and Paulson & Co. may be deemed to indirectly beneficially own the securities directly owned by Paulson & Co. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, the filing of the Paulson 13D shall not be deemed an admission by any person reporting on the Paulson 13D that such person, for purposes of Section 16 of the Exchange Act or otherwise, is the beneficial owner of any equity securities covered by the Paulson 13D. The address of Paulson & Co. is 1133 Avenue of the Americas, New York, NY 10036.

46

(2)
Based solely on information set forth in Schedule 13G filed with the SEC on February 7, 2020 by FMR LLC on behalf of itself and Abigail P. Johnson (the “FMR 13G”). FMR LLC reported sole voting power over 936,530 shares of Common Stock, shared voting power over none of the shares of Common Stock and sole dispositive power over 8,602,086 shares of Common Stock. Abigail P. Johnson reported sole voting power over none of the shares of Common Stock, shared voting power over none of the shares of Common Stock and sole dispositive power over 8,602,086 of the shares of Common Stock. The FMR 13G further states that members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
(3)
Based solely on information set forth in Schedule 13G filed with the SEC on January 29, 2020 by Prudential Financial, Inc. (the “Prudential 13G”). Prudential Financial, Inc. reported sole voting power over 258,649 shares of Common Stock, shared voting power over 4,990,608 shares of Common Stock and sole dispositive power over 258,649 shares of Common Stock and shared dispositive power over 4,990,608 shares of Common Stock. The Prudential 13G further states that through its parent/subsidiary relationship, Prudential Financial, Inc. may be deemed the beneficial owner of the same securities as the Item 7 listed subsidiaries and may have direct or indirect voting and/or investment discretion over 5,249,257 shares. The address of Prudential Financial, Inc. is 751 Broad Street, Newark, New Jersey 07102-3777.
(4)
Based solely on information set forth in Schedule 13G filed with the SEC on February 7, 2020 by BlackRock, Inc. (the “BlackRock 13G”). BlackRock, Inc. reported sole voting power over 4,809,990 shares of Common Stock, shared voting power over none of the shares of Common Stock, sole dispositive power over 4,968,694 shares of Common Stock and shared dispositive power over none of the shares of Common Stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(5)
Based solely on information set forth in Schedule 13G filed with the SEC on February 11, 2020 by Vanguard Group Inc. (the “Vanguard 13G”). Vanguard Group Inc. reported sole voting power over 65,983 shares of Common Stock, shared voting power over 5,047 shares of Common Stock, sole dispositive power over 4,329,649 shares of Common Stock and shared dispositive power over 59,612 shares of Common Stock. The address of Vanguard Group Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
(6)
The amount of shares beneficially owned by Mr. Mahoney is based solely on the information set forth in his most recent filing on Form 4 relating to shares of the Company.
(7)
Includes an option to purchase 828,000 shares.

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(8)
Includes an option to purchase 2,760,000 shares.



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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Review and Approval of Transactions with Related Persons
Our Board has adopted written policies and procedures for transactions with related persons. As a general matter, the policy requires our Audit Committee to review and approve or disapprove the entry by us into certain transactions with related persons. The policy applies to transactions, arrangements and relationships where the aggregate amount involved could reasonably be expected to exceed $120,000 in any calendar year and in which a related person has a direct or indirect interest. A related person is (i) any of our directors, nominees for director or executive officers, (ii) any immediate family member of any of our directors, nominees for director or executive officers and (iii) any person, and his or her immediate family members, or entity, including affiliates, that was a beneficial owner of 5% or more of any of our outstanding equity securities at the time the transaction occurred or existed.
The policy provides that if advance approval of a transaction subject to the policy is not obtained, it must be promptly submitted to the Audit Committee for possible ratification, approval, amendment, termination or rescission. In reviewing any transaction, the Audit Committee will take into account, among other factors the Audit Committee deems appropriate, recommendations from senior management, whether the transaction is on terms no less favorable than the terms generally available to a third party in similar circumstances and the extent of the related person’s interest in the transaction. Any related person transaction must be conducted at arm’s length. Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the Audit Committee that considers a transaction.
Relationship with OM plc, OMGUK, HNA and Paulson
Prior to our initial public offering in 2014, we were a wholly-owned subsidiary of OM plc and were included in OM plc’s consolidated operations. Until May 12, 2017, the consummation of the sale of a 24.95% shareholding in us to HNA (the “HNA Minority Sale”), OM plc indirectly owned a majority of our Ordinary Shares. On February 25, 2019, HNA sold the substantial majority of its Ordinary Shares to Paulson, which we refer to as the “Paulson Sale.” After completion of the Paulson Sale, Paulson owned 21.7% of our Ordinary Shares and HNA did not own any of our Ordinary Shares.
We previously entered into certain agreements with OM plc and OMGUK, certain of which have terminated due to their terms or reduced ownership percentage of our shares and certain of which were assigned, in whole or in part, to HNA in connection with the HNA Minority Sale, and subsequently, to Paulson in connection with the Paulson Sale. The following descriptions of such agreements and transactions are summaries only and are qualified in their entirety by reference to the complete documents, each of which has been publicly filed with the SEC.
Stockholder Agreement
In connection with our initial public offering, we entered into a shareholder agreement with OM plc and OMGUK, which we refer to as the Shareholder Agreement. The Shareholder Agreement included provisions as to certain aspects of our continuing relationship with OM plc, including the composition of the Board and other corporate governance matters, certain consent rights that OM plc had until the date that it ceased to beneficially own at least 20% of our outstanding Ordinary Shares and certain information rights granted to OM plc. In connection with the closing of the HNA Minority Sale, OM plc assigned to HNA certain of its assignable rights under the Shareholder Agreement, including the right to designate two directors to our Board.

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On February 25, 2019, the Paulson Sale was completed. In connection with the closing of the Paulson Sale, the rights which HNA held under the Shareholder Agreement were assigned to Paulson. This shareholder agreement was subsequently replaced in connection with the Redomestication by a Stockholder Agreement between the Company and Paulson, dated May 17, 2019, which provided Paulson and BrightSphere with substantially the same rights and obligations each party held under the Shareholder Agreement, except for some technical modifications to reflect its application to a Delaware corporation. These rights for Paulson include the right to appoint two directors so long as Paulson holds at least 20% of our outstanding shares and the right to appoint one director so long as Paulson holds at least 7% of our outstanding shares. Paulson currently owns over 20% of our outstanding shares and has appointed John Paulson and Andrew Kim to our Board of Directors.
Registration Rights Agreement
In connection with our initial public offering, we entered into the Registration Rights Agreement, pursuant to which OM plc could require us to file one or more registration statements and prospectus supplements with the SEC covering the public resale of registrable securities beneficially owned by OM plc and its subsidiaries with expected aggregate gross proceeds of at least $50 million.
Effective as of the closing of the HNA Minority Sale, OM plc and OMGUK assigned to HNA OM plc’s and OMGUK’s rights under the Registration Rights Agreement in respect of the shares transferred. Effective as of the closing of the Paulson Sale, HNA assigned to Paulson HNA’s rights under the Registration Rights Agreement in respect of the shares transferred. In connection with the Redomestication, we entered into a new Registration Rights Agreement with Paulson with equivalent rights to those contained in the prior agreement.
We may be required by Paulson to file a new shelf registration statement, one or more amendments to such new shelf registration statement and one or more prospectus supplements in connection with such new shelf registration statement in the future. We are not obligated to effect more than one demand registration, in addition to any registration on a shelf registration statement, in any six-month period. We are obligated to file a shelf registration statement upon any request made by Paulson. In addition, Paulson has certain “piggy-back” registration rights, pursuant to which it is entitled to register the resale of its registrable securities alongside any offering of securities that we may undertake, and the amount of securities we may offer may be subject to “cutback” in certain cases. We are responsible for the expenses associated with any sale of our shares by Paulson pursuant to a registration statement, except for its legal fees and underwriting discounts, selling commissions and transfer taxes applicable to such sale.
Historical Related Party Transactions
Co-Investment Deed
In connection with our initial public offering, we entered into a Co-Investment Deed whereby we are obligated to pay OMGUK an amount equal to the proceeds realized by us in respect of specified pre-initial public offering co-investments owned by BrightSphere Inc. (the “Pre-IPO Co-Investments”). These Pre-IPO Co-Investments include limited partnership interests and limited liability company interests in specified entities managed by the Company’s Affiliates. As of December 31, 2019, the Pre-IPO Co-Investments had an aggregate fair value and carrying value of $1.3 million.

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During the term of the Co-Investment Deed, we make quarterly cash payments to OMGUK in an amount equal to 100% of the estimated after-tax cash distributions received by us or our wholly owned subsidiaries during the three-month period ending on the last day of the month preceding the payment date. These distributions include all amounts received by us or our wholly owned subsidiaries from or in respect of the Pre-IPO Co-Investments, including any distributions, disposal proceeds and carried interest less any taxes chargeable on those distributions assuming statutory tax rates. If any tax losses are realized in respect of a Pre-IPO Co-Investment during a tax year and have not been taken into account for that year, or if the actual after-tax cash receipts differ from the estimated after-tax cash receipts, there will be a true-up, and any additional payment made to OMGUK will be made no later than November 30th of the year following that tax year.
Deferred Tax Asset Deed
In connection with our initial public offering, we entered into a Deferred Tax Asset Deed with OMGUK, dated September 29, 2014, as amended (the “DTA”) that provided for the payment by BrightSphere to OMGUK of amounts equal to certain deferred tax assets existing as of the date of the closing of our initial public offering (the “Pre-IPO Tax Assets”), subject to repayment by OMGUK if, and to the extent that, the Company realized a value from the Pre-IPO Assets that was less than the payments made to OM plc pursuant to the DTA. In 2017 OM plc purchased a tax insurance policy to fund these potential repayments under the DTA. In the event OM plc was required to repay amounts to BrightSphere, OM plc would file a claim pursuant to the policy. For the purposes of this DTA, the tax savings we realize are computed by comparing our actual tax liabilities with the liability for tax we would have had if the Pre-IPO Tax Assets had not existed.

On June 13, 2016, we entered into a Heads of Agreement with OMGUK to provide that our obligations to make future payments to OMGUK under the DTA, which were originally scheduled to continue until January 31, 2020, were terminated in exchange for a payment by us of the net present value of the future payments due to OMGUK under the DTA, originally valued at $142.6 million as of December 31, 2016. Such payments were to be paid by us to OMGUK in three installments on each of June 30, 2017, December 31, 2017 and June 30, 2018. The reduction of the corporate tax rate and other provisions of the Tax Cuts and Jobs Act (the "Tax Act") resulted in a decrease to the DTA amounts owed by the Company to OM plc. As a result, a reduction of approximately $52 million was recorded to the DTA liability at December 31, 2017. The initial payment of $45.5 million was paid on June 30, 2017. In 2018, the Company agreed to terminate the DTA Deed with OM plc. The final cash payment of $32.7 million was made to OM plc to settle all outstanding liabilities under the DTA Deed. The Company has no further obligation to OM plc or OMGUK under the DTA deed. In addition, OM plc transferred the tax insurance policy to BrightSphere, consequently OM plc and OMGUK have no further obligation to BrightSphere under the DTA. BrightSphere will use the tax insurance policy to recover any OMGUK repayment requirements under the DTA.
 
Management Fees
We provide sub-advisory and advisory services to related party subsidiaries of OM plc. We earned management fees for providing these services amounting to $3.5 million for the year ended December 31, 2019.

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Rent and Facilities Costs
Our global distribution subsidiary conducts a portion of its distribution activities in the United Kingdom, and this subsidiary has entered into arrangements with a related party subsidiary of OM plc to utilize their premises. The amounts charged to the Company for rent and operating costs per these arrangements amounted to approximately $0.2 million for the year ended December 31, 2019.
Ordinary Share Repurchase Transactions and Paulson Waiver Agreement
On February 21, 2019, we announced that we delivered a notice (the "Repurchase Notice") to Citigroup Global Markets Inc. ("Citigroup") that we were exercising our right to require Citigroup to sell to us 4,100,000 of our Ordinary Shares (the "Repurchase Shares") pursuant to the Purchase Agreement, dated March 16, 2016, by and between us and Citigroup, as amended (the "Purchase Agreement"), at a market price of $13.89 per share (an aggregate of $56,949,000) (the "First Repurchase"). Citigroup satisfied its obligations to sell the Repurchase Shares to us under the Repurchase Notice by purchasing an equivalent number of ordinary shares from HNA and then selling such shares to us.

In preparation for potential repurchases by us in advance of the second closing of the Paulson Sale, we and Paulson agreed pursuant to that certain Waiver and Confirmation Agreement (the "Waiver Agreement") dated as of February 21, 2019 that, upon completion of the Paulson Sale, Paulson would be assigned the rights then held by HNA under the Shareholder Agreement.

On February 26, 2019, we announced that we repurchased 3,886,625 additional shares held by HNA at a price of $13.95 per share on February 25, 2019 (the “Second Repurchase,” and together with the First Repurchase, the “Repurchases”).

The Repurchases and the Waiver Agreement were unanimously approved by the Audit Committee of our Board. HNA-appointed directors did not participate in the approval process.


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CODE OF CONDUCT AND ETHICS
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer and principal financial officer. The text of the code of business conduct and ethics is posted on our website at www.bsig.com. Disclosure regarding any amendments to, or waivers from, provisions of the code of business conduct and ethics that apply to our directors, principal executive and financial officers will be included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, unless website posting or the issuance of a press release of such amendments or waivers is then permitted by the NYSE Rules.

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OTHER MATTERS
The Board knows of no other business which will be presented to the Annual Meeting. If any other business is properly brought before the Annual Meeting, proxies will be voted in accordance with the judgment of the persons named therein.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE COMPANY. PLEASE SUBMIT A PROXY BY INTERNET, BY TELEPHONE OR BY RETURNING A COMPLETED, SIGNED, AND DATED PROXY CARD OR VOTING INSTRUCTION FORM.

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STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR
To be considered for inclusion in the proxy statement relating to our 2021 Annual Meeting of Stockholders, we must receive stockholder proposals no later than December 30, 2020 unless our 2021 Annual Meeting of Stockholders is more than 30 days before or after June 24, 2021, in which case we will announce an applicable deadline. In accordance with our Bylaws, and without prejudice to the rights of a stockholder of record under applicable law, to be considered for presentation at the 2021 Annual Meeting of Stockholders, although not included in the proxy statement, proposals (including director nominations) must be received no earlier than January 25, 2021 nor later than February 24, 2021 together with all supporting documentation required by our Bylaws. In the event our 2021 Annual Meeting of Stockholders is held more than 30 days before or more than 70 days after June 24, 2021, notice must be delivered no earlier than the 150th day prior to the date of the 2021 Annual Meeting of Stockholders and not later than the later of (i) the 120th day prior to the 2021 Annual Meeting of Stockholders and (ii) the 10th day following the day on which we publicly announce the date of the 2021 Annual Meeting of Stockholders.
Proposals that are not received in a timely manner will not be voted on at the 2021 Annual Meeting of Stockholders. If a proposal is received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the SEC. All stockholder proposals should be marked for the attention of Secretary, BrightSphere Investment Group Inc., 200 Clarendon Street, 53rd Floor, Boston, MA 02116.
 
BY ORDER OF THE BOARD OF DIRECTORS
 

/s/ RICHARD J. HART
 
Richard J. Hart
Chief Legal Officer and Secretary
200 Clarendon Street
53rd Floor
Boston, MA 02116
April 29, 2020

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