SEI INVESTMENTS CO — Proxy Solicitation & Information Statement 2025

Apr 14, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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SEI Investments Company Notice of Annual Meeting of Shareholders to be held May 28, 2025
Capitalizing
on opportunity .

1 2025 Proxy Statement

Alfred P. West, Jr. Executive Chairman SEI achieved significant milestones in 2024 with record revenue, net sales events, operating income, and earnings per share. At the heart of this success is the steadfast dedication of our leadership and talented workforce to delivering for our clients and executing our growth strategy. Our company’s evolution reinforces our focus on an enterprise mindset that leverages the breadth of SEI’s technology, operations, and asset management capabilities across the markets we serve. We are investing in the areas of our business that we believe can deliver the greatest return on investment. We are optimizing our operating model, aligning capital and functions to execute our vision for growth and maximize enterprise value added. And we are committed to innovation that can accelerate that growth. Our people are SEI, and our company’s values are not only the foundation of our culture, but they also enable our success. Nurturing an environment and culture that unites our colleagues in a shared purpose is central to capitalizing on the opportunities ahead. We are looking to what’s beyond the horizon and reimagining what’s possible. What we do today is through the lens of what’s next, so we can drive growth for our clients, the industry, and our shareholders.

2 2025 Proxy Statement

Notice of Annual Meeting of Shareholders

Date and time Wednesday, May 28, 2025 9 a.m. ET Location Virtual meeting Our 2025 Annual Meeting will be held in a virtual-only format. Shareholders will not be able to attend our 2025 Annual Meeting of Shareholders in person. Shareholders may attend our 2025 Annual Meeting of Shareholders virtually at www.virtualshareholdermeeting.com /SEIC2025 by entering the 16-digit voting control number found on your proxy card or in your voting instructions. Join our virtual shareholder meeting

Purposes 1. To elect three directors for a term expiring at our 2028 Annual Meeting of Shareholders; 2. To approve on an advisory basis the compensation of our named executive officers; 3. To ratify the appointment of KPMG LLP as independent registered public accountants to examine our consolidated financial statements for 2025 ; and 4. To transact such other business as may properly come before our 2025 Annual Meeting of Shareholders or any adjournments thereof. Only shareholders of record at the close of business on March 20, 2025 will be entitled to receive notice of, and to vote at, our 2025 Annual Meeting of Shareholders and any adjournments thereof. Additional information regarding the rules and procedures for participating in and voting during the Annual Meeting will be set forth in our meeting rules of conduct, which shareholders will be able to view prior to or during the virtual meeting. Whether or not shareholders plan to attend our virtual-only 2025 Annual Meeting of Shareholders, SEI urges shareholders to vote and submit their proxies in advance of the meeting by one of the methods described in these proxy materials. By order of the Board of Directors, Michael N. Peterson, Secretary April 14, 2025

3 2025 Proxy Statement

How to vote

Your vote is important Vote by 11:59 p.m. ET on May 27, 2025 for shares held directly and by 11:59 p.m. ET on May 22, 2025 for shares held in a Plan. Refer to the attached proxy materials or the information forwarded by your bank, broker, or other nominee to see which voting methods are available.

Internet Go to www.proxyvote.com and follow the instructions. You will need the control number from your proxy card or voting instruction form, or to scan the QR code to vote using your mobile device. Telephone If your shares are held in the name of a broker, bank or other nominee, follow the telephone voting instructions provided. If your shares are registered in your name, call 1-800-690-6903 and follow the voice prompts. You will need the control number from your proxy card or voting instruction form. Mail Complete, sign, date, and return the enclosed proxy card or voting instruction card in the postage pre-paid envelope provided. Voting at the Annual Meeting This year’s Annual Meeting will be virtual. You may vote during the meeting pursuant to the rules and procedures for participating in and voting during the meeting set forth in our meeting rules of conduct, which shareholders will be able to view prior to or during the meeting at www.virtualshareholdermeeting.com/SEIC2025 by entering the 16-digit voting control number found on your proxy card or voting instruction form and by following the instructions to vote. Please read both this Proxy Statement and our Annual Report before you cast your vote. They are available free of charge on our website at seic.com/investor-relations.

4 2025 Proxy Statement

Table of contents
5	Proxy statement
7	About SEI
8	Capitalizing on opportunity
11	Proxy summary
12	Proposal 1
	Election of directors
19	Corporate governance
23	Ownership of shares
25	Compensation discussion and analysis
42	Executive compensation
53	Audit Committee report
54	Proposal 2
	Advisory vote on executive compensation
56	Proposal 3
	Ratification of appointment of independent registered public accountants
59	Other important information
61	Annex A: Reconciliation of GAAP to Non-GAAP Measure
62	Annex B: Employee Demographics

5 2025 Proxy Statement

Proxy

statement .

This Proxy Statement is furnished in connection with the solicitation by the Board of

Directors (the “Board”) of SEI Investments Company (“SEI,” “the Company,” “we,”

or “our”) of proxies for use at our 2025 Annual Meeting of Shareholders to be held

on May 28, 2025 , and at any adjournments thereof (our “ 2025 Annual Meeting”).

2025 Annual Meeting of

Shareholders

Action will be taken at our 2025 Annual Meeting to

elect three directors with a term expiring at our

2028 Annual Meeting of Shareholders; to approve

on an advisory basis the compensation of our

named executive officers; to ratify the

appointment of KPMG LLP as independent

registered public accountants to examine our

consolidated financial statements for 2025 ; and to

consider such other business as may properly come

before our 2025 Annual Meeting and any

adjournments thereof. This Proxy Statement, the

accompanying proxy card or voting instruction form

and our Annual Report for 2024 will be sent to our

shareholders on or about April 14, 2025 .

Our 2025 Annual Meeting will be held in a virtual-

only format. Shareholders will not be able to

attend our 2025 Annual Meeting in person.

Shareholders may attend our 2025 Annual Meeting

virtually at www.virtualshareholdermeeting.com/

SEIC2025 by entering the 16-digit voting control

number found on your proxy card or your voting

instruction form. Shareholders whose shares are

held in the name of a broker, bank or other

nominee and who need their 16-digit control

number should contact their bank, broker or other

nominee, and to ensure receipt of the control

number in a timely fashion, should do so well in

advance of the 2025 Annual Meeting of

Shareholders.

Voting at the meeting

Only the holders of shares of our common stock,

par value $.01 per share (“Shares”), of record at

the close of business on March 20, 2025

(“Shareholders”), are entitled to vote at our 2025

Annual Meeting. On that date, there were

125,744,605 Shares outstanding and entitled to be

voted at our 2025 Annual Meeting. Each

Shareholder will have the right to one vote for

each Share outstanding in his or her name on our

books.

See “Ownership of Shares” for information

regarding the ownership of Shares by our directors,

nominees, officers, and certain shareholders.

Quorum and required votes

A majority of the Shares entitled to vote at the

2025 Annual Meeting, present either in person or by

proxy, will constitute a quorum for all purposes of

the 2025 Annual Meeting. Shares voted on any

matter submitted to a vote at the Annual Meeting,

under Pennsylvania law, will be considered present

for all purposes of the meeting and will therefore

be counted for purposes of calculating whether a

quorum is present at the Annual Meeting. Under

Pennsylvania law and our Articles and Bylaws, if a

quorum is present at the meeting:

• the three nominees for election as directors will

be elected to the Board if the votes cast for each

nominee exceed the votes cast against the

nominee;

• management’s proposal to approve on an

advisory basis the compensation of our named

6 2025 Proxy Statement

executive officers as disclosed in this Proxy

Statement will be approved if the votes cast in

favor of the proposal constitute a majority of the

votes which all shareholders present in person or

by proxy are entitled to cast; and

• the ratification of the appointment of our

independent public accountants will be approved

if the votes cast in favor of the proposal

constitute a majority of the votes which all

shareholders present in person or by proxy are

entitled to cast.

Abstentions are considered votes entitled to be

cast on a proposal, but not cast. Therefore,

abstentions will have no effect on the election of

directors, but will impact the other proposals as

they will have the effect of a vote against the

proposal. Broker non-votes, which occur solely

with respect to “non-routine” matters such as the

election of directors or the advisory vote on

compensation, are considered not entitled to be

cast on those matters. Thus, broker non-votes will

have no effect on any of the proposals.

Other voting information

Shares represented by each properly executed

proxy card will be voted in the manner specified by

the respective Shareholder. If instructions to the

contrary are not given, such Shares will be voted

FOR the election to our Board of the nominees

listed herein; FOR management’s proposal to

approve on an advisory basis the compensation of

our named executive officers; and FOR the

ratification of the appointment of KPMG LLP as

independent registered public accountants to

examine our consolidated financial statements for

2025 .

If any other matters are properly presented for

action at the meeting, the proxy holders will vote

the proxies (which confer discretionary authority

to vote on such matters) in accordance with their

best judgment. Brokers or other nominees who

hold Shares for a beneficial owner have the

discretion to vote on routine proposals when they

have not received voting instructions from the

beneficial owner at least ten days prior to the

Annual Meeting.

Your broker is not permitted to vote on your behalf

on the election of directors or the advisory vote

proposal on approval of compensation, as well as

any other non-routine matters unless you provide

specific instructions by completing and returning

the proxy card or by following the instructions

provided to you by your broker, trustee or nominee

to vote your Shares via telephone or the Internet.

We expect that brokers and nominees will

determine that they have the discretion to vote

the Shares held of record by them in the absence

of voting instructions from the beneficial holder

only on the ratification of the selection of our

independent public accountants.

As a result, it is important to understand that if

you hold your Shares through a broker, you must

give your broker specific instructions on how to

vote your Shares for them to be counted as votes

cast on a number of matters being considered at

the meeting and to affect the outcome of those

votes.

You may vote your Shares in one of several ways,

depending upon how you own your Shares. If you

own shares registered in the name of a bank,

broker or other nominee, refer to your proxy card

or voting instruction form to see which voting

methods are available to you. If you own shares

that are registered with our transfer agent in your

own name, you may vote on the Internet, by

telephone or mail as described on your ballot card

or voting instruction form.

This year’s annual meeting will be virtual. You may

vote during the meeting pursuant to the rules and

procedures for participating in and voting during

the Annual Meeting set forth in our meeting rules

of conduct, which shareholders will be able to view

prior to or during the meeting at

www.virtualshareholdermeeting.com/SEIC2025 by

entering the 16-digit voting control number found

on your proxy card or your voting instruction form,

and by following the instructions to vote.

Any record Shareholder giving a proxy or other

voting instruction has the right to revoke it by

providing written notice of revocation to our

Secretary at any time before the proxy or voting

instruction is voted.

Please read both this Proxy Statement and our

Annual Report before you cast your vote.

7 2025 Proxy Statement

About SEI .

SEI is a leading global provider of financial technology, operations, and asset

management services within the financial services industry. We tailor our solutions

and services to help clients more effectively deploy their capital—whether that’s

money, time, or talent—so they can better serve their clients and achieve their

growth objectives.

8 2025 Proxy Statement

Capitalizing on

opportunity .

Competitive advantage.

With our core competency pillars of technology, operations, and asset management,

the breadth of the markets we serve and capabilities across investment processing,

investment operations, and investment management uniquely position us in the

financial services industry. We deliver our services standalone or combine multiple

capabilities into comprehensive solutions designed to meet the needs of each

market we serve globally. Our clients include wealth managers, banks, investment

advisors, asset managers, family offices, institutional investors, and ultra-high-net-

worth investors.

Technology and operations

• End-to-end platforms and technology

infrastructure

• Custody/sub-custody processing

• Investment processing platforms in SaaS or

PaaS models

• Cybersecurity, regulatory, and compliance

services

Asset management

• Suite of internally managed and third-party

investment products

• Manager research, asset allocation, and

portfolio construction

• Direct indexing, factor-based strategies,

alternatives, and tax management

• Discretionary investment management

9 2025 Proxy Statement

2024 performance highlights.**

In many aspects, 2024 was a record year for our company. SEI’s total revenue,

operating income, and earnings per share reached record levels for the year and

demonstrated strong growth over 2023. Net sales events, which measures the value

of new business wins less business losses, also reached a record, reflecting

significant improvement in our overall business momentum. These results were

achieved while maintaining a fortress balance sheet and returning approximately

$620 million of capital to shareholders.

10 2025 Proxy Statement

Our values.
We’re guided by six core values that help us grow and defy the status quo. They are woven in to the fabric of the culture and workplace we nurture and serve as the standards of our employees’ visible actions each day.
●	●
Courage	Integrity
●	●
Collaboration	Inclusion
●	●
Connection	Fun

11 2025 Proxy Statement

Proxy Summary . Annual Meeting of Shareholders
	DATE AND TIME May 28, 2025 at 9 a.m. ET LOCATION www.virtualshareholdermeet ing.com/SEIC2025 RECORD DATE March 20, 2025
Voting matters Shareholders will be asked to vote on the following matters at the Annual Meeting. We encourage you to read the entire Proxy Statement before voting.
PROPOSAL	BOARD RECOMMENDATION		PAGE
1. To elect three directors for a term expiring at our 2028 Annual Meeting of Shareholders Our Board unanimously recommends that Shareholders vote FOR the election of Mr. Jonathan A. Brassington, Mr. William M. Doran and Mr. Alfred P. West, Jr. to the class of directors whose term will expire at our 2028 Annual Meeting of Shareholders.	●	Vote FOR each director nominee	12
2. To approve on an advisory basis the compensation of our named executive officers Our Board seeks a non-binding advisory vote from our Shareholders to approve the compensation of the named executive officers as disclosed in this Proxy Statement. Our Board and our Compensation Committee value the opinions of our Shareholders. To the extent that there is any significant vote against the compensation of our named executive officers, we will consider our Shareholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.	●	Vote FOR	54
3. To ratify the appointment of KPMG LLP as independent registered public accountants to examine our consolidated financial statements for 2025 The Audit Committee of our Board has selected KPMG LLP (“KPMG”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2025. The Audit Committee and the Board seek to have the Shareholders ratify the appointment of KPMG by the Audit Committee.	●	Vote FOR	56

12 2025 Proxy Statement

Proposal 1

Election

of Directors .

Our Board unanimously recommends that Shareholders vote FOR the election of

Mr. Jonathan A. Brassington, Mr. William M. Doran, and Mr. Alfred P. West, Jr. to

the class of directors whose term will expire at our 2028 Annual Meeting of

Shareholders.

13 2025 Proxy Statement

●

Our Board currently consists of eight members and is divided into three classes comprised of three directors in two of the classes and two directors in the other class. One class is elected each year to hold office for a three-year term and until successors of such class are duly elected and qualified, except in the event of death, resignation, or removal of a director. At our 2025 Annual Meeting, Shareholders will be asked to vote upon the election of three nominees to the class of directors whose term will expire at our 2028 Annual Meeting of Shareholders. Shares represented by properly executed proxy cards in the accompanying form will be voted for such nominees in the absence of instructions to the contrary. Under our Bylaws, directors must be elected by a majority of votes cast in uncontested elections. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” the nominee. In contested elections, the vote standard would be a plurality of votes cast. Our Bylaws provide that, in an uncontested election, each director nominee who is an incumbent director must submit to the Board before the annual meeting a letter of resignation that is conditioned on not receiving a majority of the votes cast at the annual meeting. Should a candidate not receive a majority of the votes cast at the meeting, his or her resignation is tendered to the independent directors of the Board for a determination of whether or not to accept the resignation. The Board’s decision and the basis for the decision would be disclosed within 90 days following the certification of the final vote results.

The Board, following the recommendation of the Board’s Nominating and Governance Committee and following the nominating process described under the caption “Corporate Governance- Nominating Process” elsewhere in this Proxy Statement, has nominated Jonathan A. Brassington, William M. Doran, and Alfred P. West, Jr. for election at our 2025 Annual Meeting. Each of the nominees are incumbent directors, have consented to be named and to serve if elected, and have provided the Board the conditional letter of resignation that is required under our Bylaws. We do not know of anything that would preclude these nominees from serving if elected. If, for any reason, a nominee should become unable or unwilling to stand for election as a director, either the Shares represented by all proxies authorizing votes for such nominee will be voted for the election of such other person as our Board may recommend, or the number of directors to be elected at our 2025 Annual Meeting will be reduced accordingly. Set forth below is certain information concerning Mr. Brassington, Mr. Doran, Mr. West and each of the five other current directors whose terms continue after our 2025 Annual Meeting. In determining to nominate the nominees for election to the Board, as well in considering the continued service of the other members of our Board, our Board has considered the specific experiences and attributes of each director listed below, and based on their direct personal experience, the insight and collegiality that each of the nominees and continuing directors brings to board deliberations.

14 2025 Proxy Statement

Nominees for election at our 2025

Annual Meeting of Shareholders with

terms expiring in 2028 :

●

Partner, NewSpring Capital / Age: 50 / Director since: April 2022 Since March 2024, Mr. Brassington is a Partner at NewSpring Capital, where he focuses on investing growth capital in software and technology-enabled business. From 2020 until May 2023, Mr. Brassington led Capgemini’s Digital Customer Experience (DCX) business in North America, focusing on DCX transformation for Global 1000 clients. From March 2018 until December 2019, he led Capgemini Invent in North America, the management consulting division of Capgemini, Inc. Prior to Capgemini, Mr. Brassington was the CEO, Partner, and Co-founder of LiquidHub, a digital transformation company focused on re-imagining customer engagement. Mr. Brassington is a member of the Board of Advisors at the University of Pennsylvania’s School of Engineering and Applied Science. He also serves on the Board and Executive Committee of Philadelphia Alliance for Capital and Technology. Qualifications Mr. Brassington has deep expertise in the use of digital technologies to transform the wealth management sector gained from his experience providing strategic advisory and technology transformation services to many asset and wealth management firms, including five of the seven largest global asset managers. He has also advised venture and private equity firms on new and existing fintech

15 2025 Proxy Statement

●

Consultant; Retired Partner Morgan Lewis & Bockius LLP (Law Firm) / Age: 84 Director since: March 1985 From October 1976 to October 2003, Mr. Doran was a partner in the law firm of Morgan, Lewis & Bockius LLP, Philadelphia, PA, a firm that provides significant legal services to SEI, our subsidiaries and our mutual funds. Mr. Doran is a trustee of SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Asset Allocation Trust, SEI Institutional Investments Trust, SEI Catholic Values Trust, New Covenant Funds, Adviser Managed Trust, The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust and Schroder Global Series Trust, each of which is an investment company for which our subsidiaries act as advisor, administrator and/or distributor. Mr. Doran is also a director of SEI Investments Distribution Co., SEI Investments (Asia) Limited, SEI Investments (Europe) Ltd., SEI Global Nominee Ltd., SEI Investments Global Fund Services Limited, SEI Investments Global, Limited, and SEI Alpha Strategy Portfolios, L.P. Qualifications Mr. Doran’s legal training and experience, his relationship with the Company as outside legal counsel for many years, and his long-standing involvement with our Company and many of its regulated subsidiaries are valuable to his service on the Board and as Chair of the Legal and Regulatory Oversight Committee.

●

Executive Chairman, SEI / Age: 82 / Director since: 1968 Qualifications Mr. West has been the Executive Chairman of our Board since June 2022. Prior to June 2022, Mr. West served as our Chief Executive Officer since our inception in 1968. Mr. West is our founder. He has provided the strategic vision in the development of our business and solutions since our inception and his familiarity with our customers and employees gives Mr. West insights and experience valuable to his service on the Board.

16 2025 Proxy Statement

Directors continuing in office with terms

expiring in 2026 :

●

Chief Executive Officer, SEI / Age: 47 / Director since: June 2022 Mr. Hicke is our Chief Executive Officer, responsible for the global business strategy and execution for the Company across our three pillars of expertise: investments, operations, and technology. Mr. Hicke’s 27-year career at SEI includes 11 years in asset management and 13 years in technology across various parts of our business, with his tenure evenly split between U.S. and global experience. Prior to being named CEO, he was our Chief Information Officer overseeing the information technology strategy and investment operations for the Company. Mr. Hicke also previously served as head of our Technology Unit, as well as a Managing Director in our U.K. wealth management business. Mr. Hicke holds a degree in Finance from Saint Joseph’s University. Qualifications Mr. Hicke’s history and experience across the Company expose him to the needs and challenges of our clients on a daily basis, while sitting on our Executive team for many years has given him insight into strategically managing and running the

●

Independent Consultant and Financial Advisor / Age: 76 Director since: October 1998 Ms. McCarthy is an independent consultant and financial advisor to global families and family offices. She is a director and Chairs the Audit Committee of the Rockefeller Trust Company, NA. She serves on several family office boards as well as investment committees and private trust company boards. From February 2000 to May 2003, Ms. McCarthy was a Managing Director at Rockefeller & Co., Inc. Ms. McCarthy was the President of Marujupu, LLC (a New York-based family office) from November 1996 to June 1999 and subsequently an advisor to Marujupu, LLC on investment and wealth transfer matters. From June 1992 to October 1996, Ms. McCarthy was a Senior Financial Counselor and portfolio manager with Rockefeller & Co., Inc., a family office and investment manager. Qualifications Ms. McCarthy’s experience as a consultant and financial advisor to investors, family offices and her wealth management experience has given her insight into the various issues faced by the investment and wealth management business of SEI and its clients. Ms. McCarthy serves as Lead Independent Director of the Board.

17 2025 Proxy Statement

Directors continuing in office with terms

expiring in 2027 :

●

Former Chief Executive Officer, WizeHive, Inc. / Age: 67 Director since: September 2014 Mr. Guarino was the Chief Executive Officer of WizeHive, Inc., a SaaS company that provides a platform for managing grants, scholarships, and employee giving solutions, from June 2017 until WizeHive was acquired in late 2024. Mr. Guarino was Chief Executive Officer of Procurian Inc. (a provider of procurement outsourcing services to Fortune 1000 firms) from August 2006 until January 2014, shortly after the acquisition of Procurian by a subsidiary of Accenture PLC. Prior to March 2006, Mr. Guarino was Executive Vice President, Investment Advisors, of the Company. Qualifications Mr. Guarino has great familiarity with the Company and its market units, particularly the investment advisor segment, and his experience and knowledge of the information technology industry provide the Board with a valuable perspective on the Company’s business activities.

●

Former Chief Executive Officer, Hazeltree / Age: 56 Director since: October 2023 Ms. Miller was the Chief Executive Officer at Hazeltree, a leading provider of treasury and liquidity management solutions for the asset management industry, from October 24, 2023 to December 4, 2024. She previously served as Chief Administrative Officer at Gilded, a Miami-based gold trading fintech. Prior to Gilded, she was the Chief Executive Officer at Intertrust Group, a public Dutch Euronext company, where she led the digital transformation of the client experience and development of a robust organic and inorganic growth strategy. Miller also held executive roles at SS&C Technologies, JP Morgan, and Citco Fund Services. Qualifications With more than 25 years’ experience across financial services, she has a combination of experience in traditional financial markets, digital assets, and emerging markets.

18 2025 Proxy Statement

●

Private Investor / Age: 81 / Director since: June 1979 From December 1985 to December 2004, Mr. Romeo served as an Executive Vice President of the Company. Mr. Romeo was our Treasurer and Chief Financial Officer from June 1979 until September 1996. Mr. Romeo officially retired from the Company effective December 31, 2004. Mr. Romeo was a certified public accountant with Arthur Andersen & Co. prior to 1979. Qualifications In addition to his familiarity with public company accounting and financial management issues, Mr. Romeo has great familiarity with the Company, and particular knowledge of the Company’s business and related technology and asset management solutions, from his previous role with the Company as the person having managerial responsibility for the Company’s Investment Advisors business.

Committee memberships — Name	Term	Audit	Compensation	Nominating and Governance	Legal and Regulatory
Jonathan A. Brassington (1)	Nominee, expiring 2028	Member	Member	Member
William M. Doran	Nominee, expiring 2028				Chair
Alfred P. West, Jr.	Nominee, expiring 2028
Ryan P. Hicke	Expiring 2026
Kathryn M. McCarthy (1) (2)	Expiring 2026	Member	Member	Member
Carl A. Guarino (1)	Expiring 2027	Member	Chair	Chair
Stephanie D. Miller (1)	Expiring 2027	Member			Member
Carmen V. Romeo (1)	Expiring 2027	Chair		Member	Member
(1) Independent Director (2) Lead Independent Director

19 2025 Proxy Statement

Corporate

governance .

Governance principles and

structures

The governance principles of our Board include our

Board Nomination and Shareholder Communication

Policy, as well as the charters of our Audit

Committee, Compensation Committee, Nominating

and Governance Committee, Legal and Regulatory

Oversight Committee, and our Lead Independent

Director. Other documents which implement our

governance principles include our Code of Conduct,

our Whistleblowing, Complaints and Non-

Retaliation Policy, and our Code of Ethics for Senior

Financial Officers. Each of these documents and

various other documents embodying our governance

principles, including our Code of Conduct, are

published under the “Leadership > Governance

documents” section of the Investor Relations

portion of our website at seic.com. Amendments

and waivers of our Code of Ethics for our Senior

Financial Officers will either be posted on our

website or filed with the Securities and Exchange

Commission on a Current Report on Form 8-K.

Our Board has determined that each of Mr.

Brassington, Mr. Guarino, Ms. McCarthy, Ms. Miller,

and Mr. Romeo is an “independent director” as

such term is defined in Rule 5605(a)(2)

promulgated by The NASDAQ Stock Market LLC. In

this Proxy Statement, these five directors are

referred to individually as an “independent

director” and collectively as the “independent

directors.”

Mr. West, our founder and Chief Executive Officer

until June 2022, is the Executive Chairman of our

Board. The Board has concluded, in light of present

circumstances and the roles of our various Board

committees and the Lead Independent Director,

that this arrangement best suits our needs because

of Mr. West’s role as founder, strategic visionary,

and a significant shareholder.

In order to ensure that the considerations of non-

management directors are addressed at the Board,

the Board has appointed Ms. McCarthy as the Lead

Independent Director with the responsibilities and

authority set out in the Lead Independent Director

Charter. As the Lead Independent Director, Ms.

McCarthy is responsible for chairing the executive

sessions of the Board. Our independent directors

meet in regularly scheduled executive sessions

without management present.

Board and committee meetings

Our Board held nine meetings in 2024. During the

year, each director attended more than 75 percent

of the meetings of our Board and of the committees

on which he or she served. While we do not have a

specific written policy with regard to attendance of

directors at our annual meetings of shareholders,

we encourage, but do not mandate, board member

attendance at our annual meetings of shareholders,

particularly with respect to board members who

are up for election at that annual meeting. All of

our directors who were members of the Board at

that time attended our 2024 Annual Meeting of

Shareholders.

The standing committees of our Board are the Audit

Committee, the Compensation Committee, the

Nominating and Governance Committee, and the

Legal and Regulatory Oversight Committee.

Our Audit Committee held five meetings in 2024.

The principal functions of the Audit Committee,

which operates pursuant to a formal written

charter, are to assist our Board in its oversight of

the quality and integrity of our financial reporting

process, and to retain, set compensation and

retention terms for, terminate, oversee, and

evaluate the activities of our independent auditors.

The current members of the Audit Committee are

Mr. Romeo, Mr. Brassington, Mr. Guarino,

20 2025 Proxy Statement

Ms. McCarthy and Ms. Miller, each of whom is an

independent director. Our Board has determined

that Mr. Romeo is an “audit committee financial

expert” as such term is defined in Item 407(d)(5) of

Regulation S-K promulgated by the Securities and

Exchange Commission. A current copy of the

charter of the Audit Committee may be viewed on

our website at seic.com under “Investor Relations >

Leadership > Governance documents.”

Our Compensation Committee held five meetings in

1. The principal function of the Compensation

Committee is to administer our compensation

programs, including certain stock plans and bonus

and incentive plans, as well as the salaries of senior

corporate officers and employment agreements

between us and our senior corporate officers. The

Compensation Committee members are Mr.

Guarino, Mr. Brassington and Ms. McCarthy, each of

whom is an independent director. A current copy of

the charter of the Compensation Committee may

be viewed on our website at seic.com under

“Investor Relations > Leadership > Governance

documents.” The Compensation Committee

establishes director and executive officer

compensation in accordance with the authority

granted by its charter and the Board-approved

compensation plans the Compensation Committee

administers. The Compensation Committee may

delegate its responsibilities under limited

circumstances to a subcommittee composed only of

a subset of Compensation Committee members.

Also, under the terms of the Board- and

shareholder-approved equity compensation plans,

the Compensation Committee is authorized to

provide our CEO with limited authority to make

stock-based awards to non-executive employees in

connection with recruitment, retention,

performance recognition or promotion; however,

the Compensation Committee has not authorized

our CEO to make any equity grants to our executive

officers.

Our Nominating and Governance Committee held

one meeting in 2024 to consider the nominees to

the Board for election at the 2025 Annual Meeting.

The principal function of the Nominating and

Governance Committee is to consider nominees for

election to the Board from time to time, including

recommendations submitted by our shareholders.

The members of the Nominating and Governance

Committee are Ms. McCarthy, Mr. Brassington, Mr.

Guarino and Mr. Romeo.

Our Legal and Regulatory Oversight Committee held

four meetings in 2024. The principal function of the

Legal and Regulatory Oversight Committee is to

oversee our compliance with rules and regulations

of the various regulatory bodies having jurisdiction

over our business and operations and those of our

subsidiaries.

The members of the Legal and Regulatory Oversight

Committee are Mr. Doran, Ms. Miller and Mr.

Romeo. A current copy of the charter of the Legal

and Regulatory Oversight Committee may be

viewed on our website at seic.com under “Investor

Relations > Leadership > Governance documents.”

Nominating process

Our Nominating and Governance Committee

consists solely of independent directors. Among the

responsibilities of the Nominating and Governance

Committee is the management and administration

of our Board Nomination and Shareholder

Communication Policy.

Board candidates are considered by the Nominating

and Governance Committee based on various

criteria, such as their broad-based business and

professional skills and experiences, a global

business and social perspective, concern for the

long-term interests of our shareholders, and

personal integrity and judgment. Directors are also

considered based on their diverse backgrounds and

on contributions that they can make to us, as well

as their ability to fill a current board need. In

addition, directors must have time available to

devote to activities of our Board and to enhance

their knowledge of our industry. The Board prefers

a mix of background and experience among its

members, and it uses its judgment to identify

nominees whose backgrounds, attributes and

experiences, which taken as a whole, will

contribute to insightful and robust, yet collegial,

Board deliberation. Accordingly, while there is no

exact formula, we seek to attract and retain highly

qualified directors with relevant experience who

have sufficient time to attend to their substantial

duties and responsibilities to us.

Our Nominating and Governance Committee

considers recommendations for nominations from a

wide variety of sources, including members of our

Board, business contacts, our legal counsel,

community leaders, and members of our

management. Our Nominating and Governance

Committee will also consider shareholder

recommendations for director nominees that are

received in a timely manner. Subject to compliance

with statutory or regulatory requirements, our

21 2025 Proxy Statement

Nominating and Governance Committee does not

expect that candidates recommended by

shareholders will be evaluated in a different

manner than other candidates. All such

recommendations for election of directors at the

2026 annual meeting should be submitted in writing

to our Secretary at our principal offices (1 Freedom

Valley Drive, Oaks PA 19456-1100). The Nominating

and Governance Committee Charter and the

Board’s current policy with respect to Board

Nominees and Shareholder Communications may be

viewed on our website at seic.com under “Investor

Relations > Leadership > Governance documents.”

In addition, our shareholders may nominate

candidates for election as director by soliciting

votes using their own proxy materials. See “Other

Important Information > Nominations and Proposals

by Shareholders for our 2026 Annual Meeting.”

Board Refreshment

Our Board regularly reviews its composition, skills,

and needs in the context of the Company’s overall

strategy. Our Board has concluded that directors

should not be subject to mandatory term limits

because the Board believes that the knowledge,

expertise and continuity provided by those

directors who have experience with the Company

and who continue to meet the Board membership

criteria considered by the Nominating and

Governance Committee can continue to provide

valuable guidance to the Company.

To facilitate Board refreshment, at the

recommendation of our Nominating and

Governance Committee, our Board has adopted a

retirement policy, pursuant to which no director

shall be nominated for re-election upon the

conclusion of such director’s term ending after the

director’s 75th birthday, provided that the

directors on the Board upon initial approval of the

retirement policy are not prohibited from serving

as directors through the annual meeting of the

Company’s shareholders held in 2028.

Engagement with shareholders

Our Board considers the feedback of our

shareholders as critical to our long-term success

and values the input provided when making

decisions for our company. Our discussions with

shareholders often relate to our executive

compensation program and governance matters.

During 2024, we performed an active shareholder

outreach program, engaging investors to

understand the issues that are important to them

so that management and the Board can use that

knowledge to inform our decision making and help

shape our corporate practices.

During 2024, we engaged with shareholders via

one-on-one meetings, investor conferences,

earnings calls, investor and analyst calls, on-site

investor meetings, and investor roadshows. Our

shareholder engagement team included our CEO,

CFO, the heads of our business segments and our

Head of Investor Relations.

This engagement, together with our commitment to

robust corporate governance and investor

transparency, resulted in the adoption of an

Executive Severance and Change of Control Plan

that established a consistent and quantifiable

approach to executive severance that we believe is

consistent with corporate governance best

practices. We further increased transparency into

our sales events through a quarterly disclosure of

our net recurring sales events, non-recurring sales

events, and total sales events, for each business

segment.

Shareholder communications to

our Board

Shareholders may send communications to our

Board in writing, addressed to the full Board,

individual directors, or a specific committee of our

Board, in care of our Secretary, to our principal

offices (1 Freedom Valley Drive, Oaks, PA

19456-1100). Our Board relies on our Secretary to

forward written questions or comments to the full

Board, named directors, or specific committees of

our Board, as appropriate. General comments or

inquiries from shareholders are forwarded to the

appropriate individual internally. The Board’s

current policy with respect to Board Nominees and

Shareholder Communications may be viewed on our

website at seic.com under “Investor Relations >

Leadership > Governance documents.”

Risk oversight by the Board

It is management’s responsibility to assess and

manage the various risks we face. It is the Board’s

responsibility to oversee management in this effort.

The Board has delegated aspects of their risk

management oversight responsibility to three

committees of the Board. The Audit Committee

22 2025 Proxy Statement

generally oversees risk policies related to our

financial statements and reporting. The Legal and

Regulatory Oversight Committee generally oversees

risk policies related to our compliance with legal

and regulatory obligations. The Compensation

Committee generally oversees risk policies related

to our compensation arrangements. The Board

directly considers risk matters related to our

strategic, operational, and corporate governance

matters, as well as risk that could adversely affect

our reputation.

We adopted an Enterprise Risk Management Policy

and Program based upon the COSO Enterprise Risk

Management Framework. Throughout the year, this

program is administered by our Enterprise Risk

Management team. During the year, senior

management members from across our organization

convene in our Enterprise Risk Committee on at

least a quarterly basis to discuss various aspects of

our operations that create risk for us and mitigation

strategies for these risks. At the end of each year,

our Chief Financial Officer and our General Counsel

work with our Director of Enterprise Risk

Management, internal audit department,

compliance department, risk officers of our

operations, technology and investment

management units, risk management officers of our

regulated subsidiaries, and members of our various

solutions development teams to collect, review and

prioritize business risks and mitigation measures

and responsibilities. The different identifiers of risk

include a risk assessment prepared by our

enterprise risk team; risk assessments prepared by

our internal audit team for purposes of developing

our internal audit plan; risk assessments prepared

by compliance officers for the purpose of

identifying compliance policy contents and testing

procedures; and risk assessments prepared by the

operations, technology and investment

management units for the purpose of creating and

refining their internal procedures and controls. This

group also considers the results of regulatory

examinations of our regulated subsidiaries, as well

as issues generally affecting our competitors and

the industries of which we are a part. Summaries of

these key business risks are then reviewed with our

Enterprise Risk Committee, consisting of the heads

of each of our market units and supporting

organizations.

In January of each year, the key business risk

summary is considered by a joint meeting of the

Audit Committee and the Legal and Regulatory

Oversight Committee of our Board. During the year,

our Chief Financial Officer and our General Counsel

have responsibility for escalating as appropriate

risk events and updates to the Audit Committee

and the Legal and Regulatory Oversight Committee,

respectively.

Other governance principles

The Board has also adopted a number of other

policies that directly affect governance and risk

management. These include our Compensation

Recoupment Policy and our Stock Ownership Policy,

both of which are described below under the

caption “Compensation Discussion and Analysis.”

We also have an Insider Trading Policy that governs

transactions in our securities by our directors,

officers, and employees, and promotes compliance

with the laws and rules applicable thereto. The

Insider Trading Policy is filed with our Annual

Report on Form 10-K as Exhibit 19. The Insider

Trading Policy provides that directors, executive

officers, and other employees subject to our insider

trading compliance program are not permitted to

enter into any transaction designed to hedge, or

having the effect of hedging, the economic risk of

owning out securities.

23 2025 Proxy Statement

Ownership

of shares .

The following table contains information as of March 20, 2025 (except as noted)

relating to the beneficial ownership of Shares by our Chief Executive Officer and our

Chief Financial Officer, by each of our three other most highly compensated

executive officers, by each of the members of our Board (including nominees), by all

members of our Board (including nominees) and executive officers in the aggregate,

and by the holders of five percent or more of the total Shares outstanding. As of

March 20, 2025 , there were 125,744,605 Shares outstanding. Information as to the

number of Shares owned and the nature of ownership has been provided by these

persons and is not within our direct knowledge. Unless otherwise indicated, the

named persons possess sole voting and investment power with respect to the Shares

listed.

Name of Individual or Identity of Group	Number of Shares Owned (1)	Percentage of Class (2)
Alfred P. West, Jr. (3)	3,717,286	3.0
William M. Doran (4)	9,174,922	7.3
Carmen V. Romeo (5)	2,941,645	2.3
Ryan P. Hicke (6)	364,515	*
Kathryn M. McCarthy	134,100	*
Carl A. Guarino (7)	83,257	*
Jonathan A. Brassington	8,750	*
Stephanie D. Miller	3,750	*
Dennis J. McGonigle (8)	820,625	*
Michael N. Peterson	350,000	*
Philip N. McCabe	280,759	*
Sean J. Denham	15,000	*
Michael F. Lane	21	*
All executive officers and directors as a group (19 persons) (9)	18,634,534	14.6
Loralee West (10)	12,600,349	10.0
The Vanguard Group (11)	11,888,519	9.5
BlackRock, Inc. (12)	11,162,525	8.9
Loomis Sayles & Co., L.P. (13)	8,862,150	7.0
* Less than one percent.

24 2025 Proxy Statement

(1) Includes shares that may be acquired upon exercise of stock options that are exercisable within 60 days of March 20, 2025

as set forth in the table below.

Name of Individual	Number of Shares
Alfred P. West, Jr.	210,000
William M. Doran	58,750
Carmen V. Romeo	48,750
Ryan P. Hicke	259,000
Kathryn M. McCarthy	58,750
Carl A. Guarino	58,750
Jonathan A. Brassington	8,750
Stephanie D. Miller	3,750
Dennis J. McGonigle	226,500
Michael N. Peterson	350,000
Philip N. McCabe	219,000

(2) Applicable percentage of ownership is based on Shares outstanding on March 20, 2025 . Beneficial ownership is determined

in accordance with the rules of the Securities and Exchange Commission and generally means voting or investment power

with respect to securities. Shares issuable upon the vesting of restricted stock units or the exercise of stock options that

are exercisable currently or within 60 days of March 20, 2025 are deemed outstanding and to be beneficially owned by the

person holding such units or options for purposes of computing such person’s percentage ownership, but are not deemed

outstanding for the purpose of computing the percentage ownership of any other person. Except for Shares that are held

jointly with a person’s spouse or are subject to applicable community property laws, or as indicated in the footnotes to

this table, each Shareholder identified in the table possesses sole voting and investment power with respect to all Shares

shown as beneficially owned by such Shareholder.

(3) Includes 322,500 Shares held in a trust for the benefit of Mr. Doran’s children, of which trust Mr. West is a trustee. Mr.

West disclaims beneficial ownership of the Shares held in this trust. Also includes 323,767 Shares held by the West Family

Foundation, of which Mr. West is a director and officer. Mr. West’s address is c/o SEI Investments Company, Oaks, PA

19456-1100. Mr. West has pledged as security to third parties 3,473,822 Shares, subject to adjustment. Excludes

2,459,693 Shares held by Mr. West’s wife and 10,140,656 Shares held in trusts for the benefit of Mr. West’s children (the

“Children’s Trusts”), of which trusts Mr. West’s wife is a trustee or co-trustee.

(4) Includes an aggregate of 8,408,060 Shares held in trusts for the benefit of Mr. West’s children, of which trusts Mr. Doran

is a co-trustee and, accordingly, shares voting and investment power. Mr. Doran disclaims beneficial ownership of the

Shares held in each of these trusts. Also includes 53,400 Shares held by Mr. Doran’s wife, 43,768 Shares held in the

William M. Doran 2002 Grantor Retained Annuity Trust of which Mrs. Doran is the Trustee, and 109,603 Shares held in the

William M. Doran 2004 Grantor Retained Annuity Trust. Also includes 39,430 Shares held by the Doran Family Foundation,

of which Mr. Doran is a director and, accordingly, shares voting and investment power. Of these Shares, Mr. Doran has

pledged as security to third parties 505,504 Shares, subject to adjustment.

(5) Includes 1,065,680 , Shares held by the Carmen V. Romeo 2012 Children’s Trust, 243 Shares held by Mr. Romeo’s wife and

1,059,488 Shares held in the Carmen V. Romeo 2019 GST Exempt Children’s Trust.

(6) Includes 10,000 restricted stock units convertible to Shares within 60 days of March 20, 2025 .

(7) Includes 12,106 Shares held by a foundation and a family trust with respect to which Mr. Guarino shares voting or

investment power.

(8) Includes 173,000 Shares held by a trust with respect to which Mr. McGonigle’s wife has sole voting power.

(9) Includes 2,168,000 Shares that may be acquired upon the vesting of restricted stock units or the exercise of stock options

exercisable within 60 days of March 20, 2025 . When a Share is reportable as beneficially owned by more than one person

in the group, the ownership of the Share is only included once in the Number of Shares Owned column.

(10) Includes an aggregate of 10,140,656 Shares held in the Children’s Trusts, of which trusts Ms. West is a trustee or co-

trustee and, accordingly, shares voting and investment power. Ms. West disclaims beneficial ownership of the Shares held

in each of the Children’s Trusts. Certain of the Children’s Trusts have pledged as security to third parties 1,236,700

Shares, subject to adjustment.

(11) Based solely on the most recent amendment to Schedule 13G dated February 13, 2024 by The Vanguard Group, which has

shared dispositive power over 239,145 of the Shares indicated, shared voting power over 73,472 of the Shares indicated,

and sole dispositive power over 11,649,374 of the Shares indicated. The address of the Vanguard Group is 100 Vanguard

Blvd., Malvern, PA 19355.

(12) Based solely on the most recent amendment to Schedule 13G dated January 25, 2024 by BlackRock, Inc., which has sole

dispositive power over the number of Shares indicated and sole voting power over 10,517,673 of the Shares indicated. The

address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(13) Based solely on the most recent amendment to Schedule 13G dated February 12, 2025 by Loomis Sayles & Co., L.P., which

has sole dispositive power over the number of Shares indicated and sole voting power over 7,191,715 of the Shares

indicated. The address of Loomis Sayles & Co., L.P., is One Financial Center, Boston, MA 02111.

25 2025 Proxy Statement

Compensation

discussion and

analysis .

The following compensation discussion and analysis contains statements regarding

future individual and Company performance measures, targets and other goals.

These goals are disclosed in the limited context of our executive compensation

program and should not be understood to be statements of management’s

expectations or estimates of results or other guidance. We specifically caution

investors not to apply these statements to other contexts.

Overview

Our compensation philosophy (which is intended to

apply to all members of management, including

our Executive Chairman and our Principal

Executive Officer (“PEO”) who is our Chief

Executive Officer), as implemented by the

Compensation Committee of our Board (the

“Committee”), is to provide a compensation

program that provides competitive levels of

compensation and that emphasizes incentive

compensation plans and equity plans that are

designed to align management incentives and

behavior with attaining our annual goals and

longer-term objectives. We believe that this

approach enables us to attract, retain and reward

highly qualified personnel and helps us achieve our

tactical and strategic goals. The Committee seeks

to develop a compensation program that, overall,

the Committee believes is competitive with

compensation paid to employees with comparable

qualifications, experience and responsibilities at

companies of comparable size engaged in the same

or similar businesses as us. The Committee does

not explicitly pay any position at a specific level or

mix with reference to any particular group.

The compensation program for almost all of our

non-sales full-time employees (in addition to

benefits afforded to all employees, such as health

care insurance and stock purchase and defined

contribution plans) consists of:

• base salary; and

• incentive compensation awards pursuant to a

corporate incentive compensation plan.

Equity compensation for selected, higher-level

employees is provided by annual grants of stock

options and restricted stock units (“RSUs”).

The Committee has sought to keep base salaries at

a relatively modest portion of total compensation

for higher compensated employees, so that the

overall compensation program is more heavily

weighted toward incentive compensation in the

form of annual cash bonuses and sales

commissions, and for selected high-performing

employees:

• stock option grants that have performance

vesting requirements based on attainment of

adjusted pre-tax earnings per share (“EPS”)

targets as well as minimum time vesting periods;

and RS U grants that “cliff vest” after three

years, provided that the grantee is an employee

in good standing on the vesting date.

26 2025 Proxy Statement

The Committee has sought to include a number of

features in the compensation program that are

designed to align the interests of management

with the interests of shareholders. These features

include:

• a mixture of elements that we believe will

enable us to recruit and retain talented

employees;

• orientating the cash compensation program

elements toward incentive compensation for

those employees who are in roles that we

believe are critical to our long-term growth

prospects;

• the use of EPS targets as vesting requirements

for stock option grants in order to incent a

growth mindset in our employees;

• time vesting for our RSU grants in order to create

a longer-term view of the value of a tenured

career;

• our Stock Ownership Policy (requiring minimum

PEO 2024 Compensation

PEO 2024 Compensation

threshold shareholdings by our senior executive

officers);

Average NEO 2024 Compensation

• our Executive Severance and Change of Control

Average NEO 2024 Compensation

Plan for our senior executive officers;

• our Compensation Recoupment Policy (which

provides for claw-back of performance-based

compensation in certain instances); and

• our Insider Trading Policy (which prohibits short

sales, transactions in derivatives of our stock,

and hedging transactions).

Consistent with our pay for performance

philosophy, during 2024 approximately 90% of our

current PEO’s pay and approximately 87% of the

compensation of our other named executive

officers (“NEOs”) was paid in the form of variable

performance-based compensation, such as

incentive compensation or stock options and RSUs

(see “Summary Compensation Table”).

27 2025 Proxy Statement

Since 2012, the Committee has retained Semler

Brossy Consulting Group, LLC (“Semler Brossy” or

“Consultant”) as its executive compensation

consultant when structuring compensation plans or

engaging in comparative compensation analyses.

The Committee continued its annual engagement

activities with the Consultant during 2024 and

retained the Consultant on an advisory capacity

with respect to industry trends (See

“Compensation Consultant” below.)

When evaluating the compensation practices at

“peer group” companies for comparative purposes,

the Committee used the same cohort of companies

as was used as reference points in the

Compensation Analysis Project described in the

Proxy Statement we filed with the Securities and

Exchange Commission in connection with our 2023

Annual Meeting of Shareholders. Due to the

recency of this project, the Committee did not

believe that it was necessary to re-evaluate the

composition of the “peer group.”

At our 2024 Annual Shareholders’ Meeting, our

shareholders expressed support for the

compensation of our named executive officers

disclosed in our 2024 Proxy Statement, with 61.8%

of the votes cast voting in favor of the “Say-on-

Pay” proposal. In light of the vote in favor of our

“Say-on-Pay” being at a lower percentage than in

prior years, during 2024 our General Counsel and

Chief Financial Officer met with proxy solicitation

firms as well as a number of our shareholders to

better understand the perspective of the

constituencies for the voting recommendations and

voting choices on our 2024 Say-on-Pay advisory

resolution. One of the items of concern that was

expressed during these meetings was the amount

of severance paid to a long-standing Executive Vice

President who retired during 2023. The feedback

received during these meetings was a factor in the

Committee’s decision to adopt our Executive

Severance and Change of Control Plan for senior

executives that is discussed in greater detail below

in the “2024 Committee actions and awards”

section. When setting compensation, and in

determining our compensation policies and

practices, the Committee took into account the

results of the 2024 “Say-on-Pay” advisory

resolution to approve such executive compensation

as demonstrating support of our compensation

programs.

The Committee has also reviewed our

compensation policies as generally applicable to all

of our employees and believes that our policies,

taking into account the mitigation policies and

arrangements in place, do not encourage excessive

or unnecessary risk-taking and that any level of risk

they do encourage is not reasonably likely to have

a material adverse effect on us.

Base salary and incentive

compensation targets

The Committee seeks to recommend base salaries

for management employees at levels that it

believes are sufficiently competitive with salaries

paid to management with comparable

qualifications, experience and responsibilities at

companies of comparable size, operational

complexity and businesses to us.

Incentive compensation

Incentive compensation consists of two

components: annual bonuses and sales

commissions. Sales commissions are based on sales

events and are measured on the basis of asset

accumulation, asset retention, or anticipated

revenue from contracted sales, generally taking

into account related factors, such as expected

profit margins. Executive officers participate only

in the annual bonus program and do not participate

in sales commission plans.

Annual bonuses are determined through a process

overseen by the Board and the Committee. Each

individual who participates in the plan is assigned a

target compensation award which may change

from year to year, but generally is the same as

that individual’s prior year target amount. In the

case of executive officers, the target amount is

generally between 120% and 235% of the officer’s

base salary, reflecting the determination of the

Committee to emphasize performance-based

incentive compensation over fixed compensation.

The Committee’s process for allocating incentive

compensation as follows:

• determining the aggregate amount of all

individual target compensation awards for that

year as input into establishing an overall

incentive pool that may be paid out if an EPS

target is achieved; and

• early in the year in question, identifying:

• key business metrics, the Company’s sales

and a range of EPS (the “Quantitative

Performance Metrics”); and

28 2025 Proxy Statement

• indices of success against executing on

management-defined strategic and tactical

objectives for the Company as a whole and

individual market and business units (the

“Qualitative Performance Metrics”),

in each case, for the year that may be considered

in determining what percentage of that overall

pool will be paid in the particular year;

• near the end of the particular year, based on the

Quantitative and Qualitative Performance

Metrics (together, the “Performance Metrics”),

the Committee establishes the overall maximum

incentive compensation pool for that year;

• the Committee then apportions the resulting

overall actual incentive compensation pool

among the market and business units based on

the Committee’s subjective assessment of the

degree to which each unit contributed to our

overall success in each of the Performance

Metrics for that year; and

• the management teams of each of our market

and business units takes the aggregate amount of

incentive compensation allocated to the unit by

the Committee and awards individual bonuses to

employees within those units based upon such

management’s assessment of each individual’s

contribution to the achievements of those units,

as well as each individual’s personal

achievements.

The Committee’s assessment is performed for two

different pools:

• each of our executive officers individually; and

• all employees other than executive officers, as a

group.

When the Committee evaluates business units and

executive officers for the purpose of making

compensation decisions, it meets with our PEO and

reviews a number of factors including:

• our PEO’s evaluation of the units and each of the

individual executive officers;

• the Performance Metrics established at the

beginning of each year to provide a basis for

assessment of performance for these units and

those executive officers who are primarily

responsible for the performance of such units;

• performance against the prior year’s actual

Performance Metrics and other annual goals that

are considered within the overall business

environment of that year;

• achievement of strategic and operating results;

and

• in the case of the individual executive officers:

• their success in their management

responsibilities generally;

• achievement of strategic and tactical goals

of the market or business unit for which they

are responsible;

• achievement of any personal strategic or

tactical goals that may have been

established for the individual employee; and

• the degree to which the individual employee

supported or contributed to, our overall

corporate success.

When the Committee makes decisions regarding

equity or non-equity incentive compensation, it

exercises independent business judgment. There is

no specific formula the Committee applies when

considering the factors that the Committee

believes are important to the assessment of any of

our market or business units’ performance or that

of any individual executive officer or our PEO, nor

does the Committee attach any specific weighting

or priority to the factors it considers.

Consequently, there is no direct correlation

between any particular performance measure and

the resulting equity or non-equity incentive

compensation awards. The Committee believes

that compensation decisions should not be

formulaic, rigid or focused on the short-term.

Equity grants

Our annual equity grants consist of stock options

and RSUs. The Committee believes these grants are

an important means of aligning the interests of

management and employees with the interests of

our shareholders. All of our outstanding stock

options have performance-based vesting

provisions:

• those year-end stock options granted in

December 2024 vest on the later of (a) the

second anniversary of the date of the grant, and

(b) the date on which the Company achieves

adjusted earnings per share (calculated as the

quotient of (x) the Company’s calendar year

income before income taxes (as set forth in the

Company’s Form 10-K as filed with the Securities

and Exchange Commission in the relevant year)

adjusted to not include any reduction for ASC

718 Accounting for Share-Based Compensation

29 2025 Proxy Statement

related to stock options only, divided by (y) the

Company’s diluted shares then outstanding) that

is equal to or greater than an amount that is 25%

or more than the Company’s adjusted earnings

per share (calculated in the same manner as in

the previous clause (x)) as of the end of the year

in which the grant was made; and

• those stock options granted prior to 2024 vest at

a rate of 50 percent when a specified pre-tax

earnings-per-share target is achieved, and the

remaining 50 percent when a second, higher

specified pre-tax earnings-per-share target is

achieved.

Prior to 2017, there was no minimum time-based

factor in the vesting of our stock options.

Beginning in 2017, the Committee changed the

vesting thresholds from an earnings per share

target to a pre-tax earnings per share target, and

it also implemented minimum time periods for

vesting. In 2022, the Committee introduced RSUs

as an element of annual equity compensation

awards.

Our annual RSU awards generally “cliff vest” on

the third anniversary of the date of the grant.

Other than in the case of executive officers, the

annual grants of options and RSUs to employees is

standardized across the Company and based upon a

tier system with the mix of the options and RSUs in

favor of options in the higher tiers.

Annual equity awards are generally determined by

the Committee in December of each year. Our PEO

reviews with the Committee the grants for each

executive officer, other than himself, as well as

the grants for the other employees. The

Committee then deliberates and establishes the

specific option grants and finally submits these

option grant amounts to the entire Board for

ratification.

We have no practice or policy of coordinating or

timing the release of the Company information

around the grant dates of options or other equity

awards, and we have not timed the disclosure of

material non-public information for the purposes of

affecting the value of executive compensation. On

occasion, we grant equity awards outside of our

annual grant cycle for new hires, promotions,

recognition, retention or other purposes. These

“off cycle” awards are granted only on a limited

basis.

2024 Committee actions and

awards

Industry benchmarking

In its deliberations regarding compensation, the

Committee considered the annual analysis of

fintech and asset management industry

compensation trends undertaken for the

Committee by the Consultant.

Review of compensation practices

In January 2024, the Committee began a review of

compensation practices and the elements of our

equity compensation program. The Committee

worked with our Compensation Consultant

throughout this process. Additionally, the

Committee considered the feedback management

had received from proxy solicitation firms and our

shareholders. In particular, the Committee felt

that it was important to standardize the

Company’s approach to severance agreements with

senior executives as well as create stock option

vesting hurdles consistent with industry

benchmarks and that would be valued by

employees. As a consequence, the Committee

recommended to our Board, and the Board

approved:

• our Executive Severance and Change of Control

program that standardizes the amount of

severance to be paid and the equity award

vesting program for senior executives in various

circumstances; and

• changes to the standard vesting requirements for

stock options granted to employees such that

they vest on the later of (a) December 12, 2026,

and (b) the date on which the Company achieves

adjusted earnings per share (calculated as the

quotient of (x) the Company’s calendar year

income before income taxes (as set forth in the

Company’s Form 10-K as filed with the Securities

and Exchange Commission in the relevant year)

adjusted to not include any reduction for ASC

718 Accounting for Share-Based Compensation

related to stock options only, divided by (y) the

Company’s diluted shares then outstanding) that

is equal to or greater than an amount that is 25%

or more than the Company’s adjusted earnings

per share as of December 31, 2024 (calculated as

the quotient of (x) the Company’s 2024 income

before income taxes (as set forth in the

Company’s Form 10-K for the year ended

December 31, 2024 as filed with the Securities

and Exchange Commission) adjusted to not

30 2025 Proxy Statement

include any reduction for ASC 718 Accounting for

Share-Based Compensation related to stock

options only, divided by (y) the Company’s

diluted shares outstanding as of December 31,

2024).

Award of 2024 incentive compensation

For 2024, the Board and the Committee chose to

fix the maximum aggregate amount for the non-

equity incentive compensation award pool (the

“Maximum Bonus Pool”) for each of our business

units and corporate services functions as a

percentage of total target non-equity incentive

compensation for those employees in such business

units and corporate services functions. Upon the

recommendation of executive management, the

Committee determined that a single percentage of

115% would apply to all of our business units and

corporate services functions with the managers of

such units being able to allocate these pools among

the individual employees reporting to them as they

believed was appropriate. In total, the aggregate

non-equity incentive awards paid to employees

other than our executive officers was 115% of the

total amount of 2024 target incentive

compensation amounts. Executive management

made the recommendation of a standard 115%

across the Company units for the following

reasons:

• the record financial performance achieved by

the Company in 2024;

• to emphasize the enterprise mindset being

adopted by the Company; and

• to reward and further incentive the cross-

collaboration and multi-unit projects that had

enabled the Company’s financial performance.

For all executive officers eligible for incentive

compensation as of December 2024, the

Committee determined that the non-equity

incentive compensation awards made to all

executive officers by the Committee was,

individually and in the aggregate, 110% of their

respective 2024 incentive compensation target

amounts. The aggregate amount of non-equity

incentive compensation awarded to our executive

officers was approximately 129% of the aggregate

non-equity incentive compensation awards made to

our executive officers in 2023.

The Committee made these decisions at its

December 2024 meeting where it considered and

discussed, among other things:

• our PEO’s views on the 2024 performance of the

senior executives (other than himself) and their

market or business units, as well as his

recommendations for non-equity incentive

compensation awards and stock option grants for

the senior executives and their units;

• the unanimous recommendation of the PEO and

the executive management team as a whole that

their respective incentive compensation payout

percentages should be the same (other than in

the cases of Messrs. Denham and Lane, who had

agreed to the amounts of their respective 2024

incentive compensation payment at the time of

their hiring) and less than that received by the

employees generally in order to defray the cost

of the general 115% incentive compensation

percentage and to acknowledge the efforts of

Company employees generally in adopting the

enterprise mindset advocated for by executive

management;

• the Performance Metrics;

• the Company’s incentive compensation

philosophy as described in the Proxy Statement

for the 2024 Annual Meeting of Shareholders;

• input from the Consultant on general industry

trends in incentive compensation for fintech

companies and asset management companies;

• the business metrics disclosed in the “Pay Versus

Performance” section of this Proxy Statement;

• the projected annual gross sales events and

revenue of the Company’s business units;

• the $4.41 diluted earnings per share of the

Company;

• the growth initiatives launched during the year;

• the degree to which the responsibilities of the

particular executive officers had changed, if at

all;

• our long-term strategic objectives for our

executive officers and their respective business

units;

• the desire of the Committee to align incentive

compensation awards to long-term shareholder

value creation;

• the approximately $632.8 million returned to our

shareholders via dividends and stock

repurchases;

• o ur progress towards achieving overall long-term

strategic goals;

31 2025 Proxy Statement

• each executive officer’s market or business

unit’s:

• performance against its sales goals;

• contributions to corporate earnings;

• revenues and profit margins; and

• success in meeting various strategic and

tactical goals of the unit; and

• the individual performance and achievements of

each of the executive officers.

The Committee also independently reviewed the

performance of the PEO with primary consideration

to our overall performance, as well as his

individual performance on strategic and non-

financial achievements and discussed and approved

his annual non-equity incentive compensation

award.

With respect to our named executive officers in

the Summary Compensation Table, the annual non-

equity incentive compensation award targets for

2024 were $2,000,000 for Mr. Hicke, $1,700,000 for

Mr. Denham, who joined on March 18, 2024, and

became our Chief Financial Officer on April 30,

2024, $1,500,000 for Mr. Lane, who joined as our

Head of Asset Management on September 16, 2024,

$1,000,000 for Mr. McCabe, and $1,000,000 for Mr.

Peterson. The amounts ultimately awarded were

$2,200,000 for Mr. Hicke, $1,480,417 for Mr.

Denham, $600,000 for Mr. Lane, $1,100,000 for Mr.

McCabe, and $1,100,000 for Mr. Peterson.

In 2024, Mr. McGonigle entered into a previously

disclosed Separation and General Release of Claims

Agreement on February 28, 2024. Per the terms of

the Agreement, Mr. McGonigle stepped down from

his role as our Chief Financial Officer on April 30,

2024, and transitioned from an employee to a

consultant to the Company on May 1, 2024.

In the case of Mr. Hicke’s incentive compensation

awards, the Committee considered Mr. Hicke’s:

• request to the Committee to be paid at the same

incentive compensation rate as the other

members of the executive management team,

should the Committee, in its judgment, believe

that Mr. Hicke’s performance merited such a

payment;

• execution against his strategic plan for our

growth;

• management of the executive management team

reporting into Mr. Hicke;

• furtherance of our values and culture, with an

emphasis on growth, mobility and talent; and

• continued work reorganizing our structure and

the roles and responsibilities of our senior

executives to better align with our strategic

initiatives.

In the case of Mr. Denham, the Committee

considered the contractual requirement to pay Mr.

Denham at a minimum rate of 100% of his 2024

incentive compensation target amount, on a pro-

rated basis, per the terms of his previously

disclosed employment agreement and the request

of the members of the executive management

team to be paid at the same rate of incentive

compensation but less than that percentage that

would apply to our business units generally.

Consequently, the $1,480,417 incentive

compensation amount awarded to Mr. Denham was

the pro-rated amount of 110% of Mr. Denham’s

2024 incentive compensation target amount.

In determining Mr. Lane’s incentive compensation,

the Committee considered the terms upon which

Mr. Lane had agreed to accept employment with

the Company, which, among other things, included

a guaranteed payment of $600,000, which amount

was contractually determined to be 100% of his

2024 incentive compensation target amount on a

pro-rated basis should Mr. Lane commence his

employment prior to October 1, 2024.

In determining Mr. McCabe’s incentive

compensation, the Committee considered the

request of the members of the executive

management team to be paid at the same rate of

incentive compensation but less than that

percentage that would apply to our business units

generally, which the Committee determined to be

110%.

In determining Mr. Peterson’s incentive

compensation, the Committee considered the

request of the members of the executive

management team to be paid at the same rate of

incentive compensation but less than that

percentage that would apply to our business units

generally, which the Committee determined to be

110%.

In the case of Mr. McGonigle, the Committee

considered the contractual requirement to pay Mr.

McGonigle at a rate of 100% of his 2024 incentive

compensation, on a pro-rated basis, per the terms

of his previously disclosed February 28, 2024

agreement.

32 2025 Proxy Statement

2024 equity awards

Based on management feedback, the Committee

determined that in 2024 that there would be four

tiers of grants for non-executive employees, with

individual executive officers and board members

being considered on a case-by-case basis, and the

participants in each of the tiers would receive

options and RSUs as follows:

Grant Type	Tier 1	Tier 2	Tier 3	Tier 4
Options	7,300	4,200	2,000	0
RSUs	825	550	375	325

The Committee reaffirmed its 2022 decision to re-

evaluate in connection with each annual award

cycle the composition of each tier with some

employees who had previously participated being

removed from the program, with a particular focus

on those employees in lowest tier.

At its December 2024 meeting, the Committee

considered the annual grant of equity awards to

each of our named executive officers. The

Committee reaffirmed its belief that option grants

with performance-based vesting targets were a

very effective way to align the interests of the

executives with the interests of shareholders.

Additionally, the Committee concluded that a

three-year “cliff vesting” for the RSUs created an

incentive for the executives to focus on growth and

the long-term value of the Company. Other than in

the case of Mr. Denham, whose year-end grant was

contractually agreed in his previously disclosed

employment agreement, in addition to the factors

enumerated above in “Award of 2024 Incentive

Compensation,” the Committee considered impact

that it believed the role the executive holds should

have on the growth prospects of the Company and

Mr. Hicke’s recommendations as to a more

standardized approach to granting equity awards

to executive officers based on his view of the

expected contributions of different groups of

executive officers to our growth.

In December 2024, the Committee awarded:

• Mr. Hicke a year-end grant of 150,000 options

and 25,000 RSUs (compared to a year-end grant

to him of 100,000 options and 30,000 RSUs in

December 2023);

• Mr. Denham a year-end grant of 22,500 options

and 15,000 RSUs, as per the terms of Mr.

Denham’s previously disclosed employment

agreement;

• Mr. Lane a year-end grant of 36,000 options and

7,000 RSUs;

• Mr. McCabe a year-end grant of 36,000 options

and 7,000 RSUs (compared to year-end grant to

him of 25,000 options and 4,000 RSUs in

December 2023); and

• Mr. Peterson a year-end grant of 36,000 options

and 7,000 RSUs (compared to year-end grant to

him of 25,000 options and 4,000 RSUs in

December 2023).

The number of options and RSUs granted at the

December 2024 meeting to our named executive

officers was approximately 187% and 161%,

respectively, of the number granted to such

officers in December 2023.

In 2024, the total number of options and RSU

grants the Committee approved as part of the

year-end annual grant process was 1.3 million

options to 259 employees and 305 thousand RSUs

to 518 employees as compared to 2023 when the

total number of options and RSU grants the

Committee approved as part of the year-end

annual grant process was 1.7 million options to 273

employees and 351 thousand RSUs to 509

employees.

In addition to the year-end equity grants awarded

by the Committee in December 2024, the following

equity awards were granted during 2024 to our

named executive officers pursuant to previously

disclosed agreements reached with such named

executive officers at the time of their on-boarding:

• 45,000 RSUs to Mr. Denham vesting ratably in

three equal tranches on March 18 of 2025, 2026

and 2027;

• 22,500 options to purchase common stock to Mr.

Denham, subject to the same vesting terms as

those year-end grants made to employees in

December 2023;

• 30,000 RSUs to Mr. Lane vesting ratably in three

equal tranches on September 16 of 2025, 2026

and 2027; and

• 20,000 options to purchase common stock to Mr.

Lane, subject to the same vesting terms as those

year-end grants made to employees in December

2023.

33 2025 Proxy Statement

During 2024, we repurchased in open market or

private transactions 6.8 million Shares under our

stock repurchase program at a total cost of

approximately $512.5 million, compared to 5.2

million Shares in 2023 at a total cost of

approximately $310.8 million. These share

repurchase activities substantially offset the

dilution which can result from grants and exercises

under our equity compensation programs.

2025 compensation changes

The Committee reviewed the contributions of each

of the executive officers during 2024, the

contributions expected in the future, and the

competitive landscape for highly-skilled, similarly

situated individuals in connection with determining

whether to adjust salaries and non-equity incentive

compensation targets for 2025. After such review,

no changes were made to any of our executive

officers’ salaries.

Stock ownership policy

Un der our Stock Ownership Policy, directors and

executive officers are required to own equity

interests in the Company having a required value

which is a multiple of their base compensation.

The equity value may consist of the ownership of

Shares of Common Stock or of vested and

exercisable stock options (valued at the amount by

which the market price of the underlying shares

exceeds the exercise price of the option), provided

that at least 50 percent of the required value is in

the form of direct ownership of our Shares of

Common Stock. The required value is equal to five

times their annual cash retainer in the case of

directors, six times his annual base salary in the

case of the Chief Executive Officer, and four times

their annual base salary in the case of other

executive officers. The Policy provides that the

required value must have been achieved for

existing directors and executive officers in March

of every year, and for persons elected as directors

or appointed or promoted as officers after the

adoption of the Policy, not later than the fifth

anniversary of such election or appointment. All of

directors and executive officers other than one are

in compliance with this Policy.

Compensation recoupment policy

Our Compensation Recoupment Policy aligns with

listing rules adopted by the NASDAQ Stock Market

LLC as required by the Securities and Exchange

Commission. The policy applies to all executive

officers (as defined under the applicable rules), as

well as certain other members of our senior

management committee, and requires us to seek

to recoup certain incentive-based compensation,

whether cash- or equity-based, from current or

former officers in the event that we are required

to prepare an accounting restatement due to our

material noncompliance with any financial

reporting requirement under the securities laws.

Compensation consultant

The Committee has retained the firm of Semler

Brossy as its independent consultant since 2012.

During 2024, the Committee re-engaged Semler

Brossy to provide advice with respect to:

• general industry trends for executive

compensation in the asset management and

fintech sectors;

• design of our Executive Compensation and

Change of Control Plan; and

• evaluating the components of our equity

compensation plan, including the vesting hurdles

of our equity compensation plan.

Semler Brossy provides no other services to us

outside of its role as independent Committee

advisor.

Because of the policies and procedures Semler

Brossy and the Committee have in place, the

Committee is confident that the advice it receives

from the executive compensation consultant is

objective. These policies and procedures include

the following provisions:

• the Committee has the sole authority to retain

and terminate the executive compensation

consultant;

• the Consultant has direct access to the

Committee without management intervention;

• the Committee’s evaluation of the quality and

objectivity of the services provided by the

Consultant each year in connection with

retaining the Consultant; and

• the protocols for the engagement (described

below) limit how the Consultant may interact

with management.

While it is necessary for the Consultant to interact

with management to gather information, the

Committee has adopted protocols governing if and

when the Consultant’s advice and

recommendations can be shared with

management. These protocols are included in the

34 2025 Proxy Statement

Consultant’s engagement letter. The Committee

also determines the appropriate forum for

receiving

Consultant recommendations. Where appropriate,

management invitees are present to provide

context for the recommendations. This approach

protects the Committee’s ability to receive

objective advice from the Consultant so that the

Committee may make independent decisions about

our executive compensation. The Consultant

reports directly to the Committee and performs no

other work for the Company. The Committee has

analyzed whether the work of Semler Brossy as a

compensation consultant has raised any conflict of

interest, taking into consideration the following

factors:

• The provision of other services to us by Semler

Brossy;

• The amount of fees paid by us to Semler Brossy

as a percentage of the firm’s total revenue;

• Semler Brossy’s policies and procedures that are

designed to prevent conflicts of interest;

• Any business or personal relationship of Semler

Brossy or the individual compensation advisors

employed by the firm with any of our executive

officers;

• Any business or personal relationship of the

individual compensation advisors with any

member of the Committee; and

• Any of our stock owned by Semler Brossy or the

individual compensation advisors employed by

the firm.

The Committee has determined, based on its

analysis of the above factors, that the work of

Semler Brossy and the individual compensation

advisors employed by Semler Brossy as our

compensation consultants has not created any

conflict of interest.

Potential payments on termination

We have various arrangements with our executive

officers with respect to certain payments and

benefits in the event the executive officer is

subject to a termination. Such arrangements are

described below in the Potential payments upon

termination section in the Executive Compensation

section of this Proxy Statement.

35 2025 Proxy Statement

Pay Versus Performance

In accordance with rules adopted by the Securities

and Exchange Commission pursuant to the Dodd-

Frank Wall Street Reform and Consumer Protection

Act of 2010, we provide the following disclosure

regarding executive compensation for each person

who served as our principal executive officer

(“PEO”) and for our Non-PEO named executive

officers (“NEOs”) and Company performance for

the fiscal years listed below. The Compensation

Committee did not consider the pay versus

performance disclosure below in making its pay

decisions for any of the years shown.

Year	Summary Compensation Table Total — PEO 1 Ryan P. Hicke ($) (1)	PEO 2 Alfred P. West, Jr. ($) (2)	Compensation Actually Paid — PEO 1 Ryan P. Hicke ($) (3)	PEO 2 Alfred P. West, Jr. ($) (4)	Average Summary Compensation Table Total for non-PEO NEOs ($) (5)	Value of Initial Fixed $100 Investment Based On: — Average Compensation Actually Paid to non-PEO NEOs ($) (6)	SEI TSR ($) (7)	Industry Index TSR ($) (8)	Net Income ($000s) (9)	Adjusted Pre-Tax Earnings Per Share ($) (10)
2024	8,766,030	N/A	13,322,190	N/A	3,894,017	4,668,599	134.70	247.25	581,191	5.98
2023	5,934,430	N/A	6,142,130	N/A	3,050,860	3,080,441	102.46	181.96	462,258	4.61
2022	6,402,465	2,469,653	6,224,840	2,377,978	3,494,008	3,332,318	92.66	129.82	475,467	4.48
2021	N/A	2,367,239	N/A	2,475,614	1,991,178	2,162,026	95.47	180.24	546,593	5.12
2020	N/A	2,933,734	N/A	2,552,384	2,823,425	2,899,647	88.89	125.65	447,286	3.99

(1) Reflects compensation amount reported in the Summary Compensation Table (“SCT”) in 2022 for Ryan P. Hicke , who was

appointed Chief Executive Officer (and thus became our PEO) effective June 1, 2022.

(2) Reflects compensation amounts reported in the SCT in 2022 for Alfred P. West, Jr. , who served as our Chief Executive

Officer (and thus as our PEO) during 2020, 2021 and for the period January 1, 2022, through May 31, 2022.

(3) Compensation Actually Paid (“CAP”) for Mr. Hicke in 2024, 2023 and 2022 reflects the respective amount set forth in

column (1) of this table, adjusted as set forth in the table below, as determined in accordance with SEC rules. RSUs are

paid in Company shares once the underlying award vests, and are incorporated as applicable in the table below. The

dollar amount reflected in column (1) of this table does not reflect the actual amount of compensation earned by or paid

to Mr. Hicke during the applicable year.

(4) CAP for Mr. West in each of 2022, 2021 and 2020 reflects the respective amounts set forth in column (2) of this table,

adjusted as set forth in the table below, as determined in accordance with SEC rules. RSUs are paid in Company shares

once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in

column (2) of this table do not reflect the actual amount of compensation earned by or paid to Mr. West during the

applicable year.

36 2025 Proxy Statement

Year	2020	2021	2022	2022	2023	2024
PEO	Alfred P. West, Jr.	Alfred P. West, Jr.	Alfred P. West, Jr.	Ryan P. Hicke	Ryan P. Hicke	Ryan P. Hicke
SCT Total Compensation ($)	2,933,734	2,367,239	2,469,653	6,402,465	5,934,430	8,766,030
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)	( 1,014,000 )	( 373,625 )	( 694,825 )	( 4,106,600 )	( 3,416,000 )	( 5,697,000 )
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)	988,875	383,000	628,450	3,941,000	3,544,500	5,300,500
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)	( 356,225 )	49,500	50,075	63,350	95,800	4,395,010
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)	—	49,500	( 75,375 )	( 75,375 )	( 16,600 )	557,650
Compensation Actually Paid ($)	2,552,384	2,475,614	2,377,978	6,224,840	6,142,130	13,322,190

Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of

date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock

price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the

measurement date. RSU grant date fair values are calculated using the stock price as of date of grant.

(5) The following non-PEO named executive officers are included in the average figures shown:

2020: Dennis J. McGonigle, Stephen G. Meyer, Ryan P. Hicke, Michael N. Peterson

2021: Dennis J. McGonigle, Wayne M. Withrow, Ryan P. Hicke, Philip N. McCabe

2022: Dennis J. McGonigle, Wayne M. Withrow, Kevin P. Barr, Philip N. McCabe

2023: Alfred P. West, Jr., Dennis J. McGonigle, Wayne M. Withrow, Philip N. McCabe

2024: Sean J. Denham, Michael F. Lane, Michael N. Peterson, Philip N. McCabe, Dennis J. McGonigle

(6) Average CAP for our non-PEO named executive officers in each of 2024 , 2023 , 2022 , 2021 and 2020 reflects the respective

amount set forth in column (5) of this table, adjusted as set forth in the table below, as determined in accordance with

SEC rules. RSUs are paid in company shares once the underlying award vests, and are incorporated as applicable in the

table below. The dollar amounts reflected in column (5) of this table do not reflect the actual amounts of compensation

earned by or paid to our non-PEO named executive officers during the applicable years.

Year	2020 Average	2021 Average	2022 Average	2023 Average	2024 Average
Non-PEO NEOs	See column (5) note	See column (5) note	See column (5) note	See column (5) note	See column (5) note
SCT Total Compensation ($)	2,823,425	1,991,178	3,494,008	3,050,860	3,894,017
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)	( 1,280,438 )	( 429,669 )	( 1,893,842 )	( 637,000 )	( 3,016,985 )
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)	1,994,694	440,450	1,754,833	663,700	2,451,802
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)	( 638,034 )	176,488	52,694	( 11,369 )	672,205
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)	—	( 16,421 )	( 75,375 )	14,250	667,560
Compensation Actually Paid ($)	2,899,647	2,162,026	3,332,318	3,080,441	4,668,599

Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of

the date of grant. Adjustments have been made using stock option fair values as of each measurement date using the

stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as

of the measurement date. RSU grant date fair values are calculated using the stock price as of date of grant.

37 2025 Proxy Statement

(7) For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of the Company for the

measurement periods ending on December 31 of each of 2024 , 2023 , 2022 , 2021 and 2020 , respectively.

(8) For the relevant fiscal year, represents the cumulative TSR of an Industry Index, a blend of indices including 79% NASDAQ

US Asset Managers and Custodians and 21% NASDAQ US Software for the measurement period ended on December 31, 2024

and 2023 and 76% NASDAQ US Asset Managers and Custodians and 24% NASDAQ US Software for the measurement periods

ended on December 31 of each of 2022, 2021, and 2020, respectively.

(9) Reflects net income in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports

on Form 10-K for each of the years ended December 31, 2024 , 2023 , 2022 , 2021 and 2020 .

(10) The Company’s selected measure is Adjusted Pre-Tax Earnings Per Share , which is a non-GAAP financial measure that

consists of the quotient of (A) the Company’s calendar year net income before income taxes adjusted to not include any

reduction for stock-option expense under ASC 718 equity compensation and the effect of items or events that the

Compensation Committee determines in its discretion should be excluded for compensation purposes, divided by (B) the

Company’s diluted shares outstanding. See Annex A of this Proxy Statement for a reconciliation of Diluted Earnings Per

Share reported in accordance with generally accepted accounting principles (GAAP) to Adjusted Pre-Tax Earnings Per

Share (non-GAAP).

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company

Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the

average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR, and the

Industry Index cumulative TSR over the five most recently completed fiscal years. TSR values for the

Company and Industry Index assume $100 invested on December 31, 2019 through the last business day of

the listed year.

38 2025 Proxy Statement

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net

Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the

average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most

recently completed fiscal years.

39 2025 Proxy Statement

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted

Pre-Tax Earnings Per Share (“EPS”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the

average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted Pre-Tax EPS during the five

most recently completed fiscal years.

When calculating our 2024 Adjusted Pre-Tax Earnings Per Share for purposes of our Pay Versus

Performance disclosure, the Committee made the following adjustment to our GAAP earnings per share,

which is consistent with the adjustment the Committee makes when determining whether the EPS vesting

targets for outstanding stock options have been met:

• excluded any reduction for stock-based compensation expense associated with stock options in

accordance with Accounting Standards Codification 718 equity compensation (Stock-Based

Compensation) from any calculation of the achievement of EPS vesting targets.

See Annex A of this Proxy Statement for a reconciliation of Diluted Earnings Per Share reported in

accordance with generally accepted accounting principles (GAAP) to Adjusted Pre-Tax Earnings Per Share

(non-GAAP) during the five most recently completed fiscal years.

40 2025 Proxy Statement

Pay ratio

Consistent with Instruction 2 to Item 402(u) of

Regulation S-K, the applicable SEC rule, we may

identify our median employee for purposes of

providing pay ratio disclosure once every three

years and calculate and disclose total

compensation for that employee each year;

provided that, during the last completed fiscal

year, there has been no change in the employee

population or employee compensation

arrangements that we reasonably believe would

result in a significant change to the previous year’s

pay ratio disclosure. We reviewed the changes in

our employee population and employee

compensatory arrangements and determined there

has been no change in our employee population or

employee compensatory arrangements that would

significantly impact the 2024 pay ratio disclosure.

The median employee identified in 2022 remains

employed in substantially the same role and at the

same location.

We chose December 31, 2022 as the date for

establishing the employee population used in

identifying the median employee and used fiscal

2022 as the measurement period. We identified the

median employee using a consistently applied

compensation measure which includes annual base

salary or wages, target annual performance-based

cash bonuses, target commissions, and long-term

equity awards based on their grant date fair

values. Permanent employees who joined in 2022

and permanent employees who were on leave

during 2022 were assumed to have worked for the

entire year. All U.S. and non-U.S. employees

employed as of December 31, 2022 were captured

with the exception of employees accepted into our

voluntary separation program, who represent less

than 1% of our global workforce. No cost-of-living

adjustments were made.

With respect to the annual total compensation of

our Chief Executive Officer, we included the

amount reported for Mr. Hicke in the “Total”

column for 2024 in the Summary Compensation

Table included in this Proxy Statement. The annual

total compensation of the median employee and

the annual total compensation of the Chief

Executive Officer were calculated in accordance

with the requirements of Item 402(c)(2)(x) of

Regulation S-K.

Pay ratio
Annual total compensation of the median employee for 2024	$119,254
Annual total compensation of the CEO for 2024	$8,766,030
Ratio of annual total compensation of the median employee to the annual total compensation of CEO for 2024	73.5

41 2025 Proxy Statement

Compensation Committee report

Notwithstanding anything to the contrary, this

Compensation Committee Report shall not be

deemed incorporated by reference by any general

statement incorporating by reference this Proxy

Statement into any filing under the Securities Act

of 1933,as amended (the “Securities Act”), or the

Securities Exchange Act of 1934 as amended (the

“Exchange Act”) except to the extent that we

specifically incorporate this information by

reference, and this information shall not be

deemed filed under such Acts.

The members of the Committee consist of Carl A.

Guarino (Chair), Jonathan A. Brassington and

Kathryn M. McCarthy, each of whom is an

independent director as defined in the rules of The

NASDAQ Stock Market LLC. The Committee

operates under a Charter approved by the Board

which states that among the purposes of the

Committee are to establish and periodically review

our compensation philosophy and the adequacy of

compensation plans and programs for executive

officers and our other employees; to establish

compensation arrangements and incentive

goals for executive officers and to administer

compensation plans; to review the performance of

the executive officers and award incentive

compensation and adjust compensation

arrangements as appropriate based upon

performance; to review and monitor management

development and succession plans and activities;

and to prepare the report on executive

compensation for inclusion in our annual proxy

statement in accordance with the Securities and

Exchange Commission Rules and Regulations.

The Committee has reviewed and discussed the

Compensation Discussion and Analysis required by

Item 402(b) of Regulation S-K with management,

and, based on such review and discussions, the

Committee recommended to the Board that the

Compensation Discussion and Analysis be included

in this Proxy Statement.

Compensation Committee:

Carl A. Guarino (Chair)

Jonathan A. Brassington

Kathryn M. McCarthy

42 2025 Proxy Statement

Executive

compensation .

The Summary Compensation Table set forth below summarizes total compensation

of our Chief Executive Officer, Chief Financial Officer and our three other most

highly compensated executive officers for services rendered in all capacities for the

last three years ended December 31, 2024 .

Summary compensation table

Name and Principal Position	Year	Salary ($)(1)	Option Awards ($)(2)	Stock Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
Ryan P. Hicke	2024	850,000	3,532,500	2,164,500	2,200,000	19,030	8,766,030
Chief Executive Officer	2023	750,000	1,556,000	1,860,000	1,750,000	18,430	5,934,430
	2022	688,269	1,801,000	2,305,600	1,575,000	32,596	6,402,465
Sean J. Denham (6)	2024	591,346	928,688	4,392,000	1,480,417	18,132	7,410,583
Executive Vice President
and Chief Financial Officer
Michael F. Lane (6)	2024	201,923	1,197,193	2,630,460	600,000	1,601	4,631,177
Executive Vice President >
Head of Global Asset Management
Michael N. Peterson	2024	650,000	859,680	606,060	1,100,000	20,542	3,236,282
Executive Vice President	2023	650,000	389,000	248,000	765,000	6,742	2,058,742
and General Counsel	2022	568,846	450,250	154,525	765,000	34,903	1,973,524
Philip N. McCabe	2024	650,000	847,800	606,060	1,100,000	20,718	3,224,578
Executive Vice President >	2023	650,000	389,000	248,000	900,000	20,118	2,207,118
Investment Managers	2022	609,423	540,300	154,525	1,050,000	31,347	2,385,595
Dennis J. McGonigle	2024	234,231	—	—	498,333	234,903	967,467
Former Executive Vice President	2023	700,000	—	—	1,300,000	22,310	2,022,310
and Former Chief Financial Officer	2022	642,692	1,350,750	1,049,000	1,170,000	31,347	4,243,789

(1) Compensation deferred at the election of the executive, pursuant to our Capital Accumulation Plan (“CAP”), is included in the

year in which such compensation is earned.

(2) Reflects the aggregate grant date fair value of options based upon the Black-Scholes option pricing model. The assumptions

used in determining the amounts in this column are set forth in Note 7 to our consolidated financial statements included in our

Annual Report on Form 10-K for the fiscal year ended December 31, 2024 .

(3) Reflects the aggregate grant date fair value of RSUs calculated in accordance with Accounting Standards Codification 718 (ASC

718). See Notes 1 and 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year

ended December 31, 2024 .

(4) Non-equity incentive compensation awards for services rendered during a year have been listed in the year earned, but were

actually paid in the following fiscal year.

(5) Includes matching contributions to the CAP for the named individuals as well as supplemental life insurance premiums with

respect to life insurance on the named individual and group insurance medical premiums. For Mr. McGonigle, includes

$200,000 pursuant to a consulting agreement with us.

(6) Neither Mr. Denham nor Mr. Lane were a named executive officer prior to 2024.

43 2025 Proxy Statement

Grants of plan-based awards

The following table discloses certain information concerning options and stock awards granted during 2024 to each of our

named executive officers who received any such award during 2024 .

Name	Type of Award	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)(1)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(3)(4)
Ryan P. Hicke	RSUs	12/12/2024	25,000		2,164,500
	Options	12/12/2024	150,000	86.58	3,532,500
Sean J. Denham	RSUs	3/18/2024	45,000		3,093,300
		12/12/2024	15,000		1,298,700
	Options	3/18/2024	22,500	68.74	398,813
		12/12/2024	22,500	86.58	529,875
Michael F. Lane	RSUs	9/16/2024	30,000		2,024,400
		12/12/2024	7,000		606,060
	Options	9/16/2024	20,000	62.00	349,393
		12/12/2024	36,000	86.58	847,800
Michael N. Peterson	RSUs	12/12/2024	7,000		606,060
	Options	12/12/2024	36,000	86.58	859,680
Philip N. McCabe	RSUs	12/12/2024	7,000		606,060
	Options	12/12/2024	36,000	86.58	847,800

(1) In connection with his appointment as our Chief Financial Officer, Mr. Denham was awarded a one-time on-boarding

grant of 45,000 RSUs on March 18, 2024 that vest in equal installments on the anniversary of the grant over three

years. In connection with his appointment as one of our Executive Vice Presidents, Mr. Lane was awarded a one-time

on-boarding grant of 30,000 RSUs on September 16, 2024 that vest in equal installments on the anniversary of the

grant over three years. RSUs awarded on December 12, 2024 vest on the third anniversary of the date of grant.

(2) In connection with his appointment as our Chief Financial Officer, on March 18, 2024, Mr. Denham was awarded a one-

time on-boarding grant of options to purchase 22,500 Shares at an exercise price of $68.74. In connection with his

appointment as one of our Executive Vice Presidents, on September 16, 2024, Mr. Lane was awarded a one-time on-

boarding grant of options to purchase 20,000 Shares at an exercise price of $62.00. The on-boarding options awarded

to Mr. Denham and Mr. Lane have a ten year term, with 50% of these options to vest on December 31 of the year in

which we attain an adjusted pre-tax earnings per share of $5.25 or more, but not earlier than the second anniversary

of the date of grant, and the remaining 50% of these options to vest on December 31 of the year in which we attain an

adjusted pre-tax earnings per share of $7.10 or more, but not earlier than the fourth anniversary of the date of grant,

in each case based upon our audited financial statements and subject to certain adjustments relating to non-recurring

transactions or the option expense we record under ASC 718.

(3) The Grant Date Fair Value of RSUs was calculated in accordance with ASC 718. See Notes 1 and 7 to our consolidated

financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 . All

stock awards granted to our named executive officers in 2024 were RSUs granted upon the approval of the Committee

under our 2024 Omnibus Equity Compensation Plan and are not based on the achievement of performance targets.

(4) The Grant Date Fair Value of the Option Grants was based upon the Black-Scholes option pricing model. The

assumptions used are set forth in Note 7 to our consolidated financial statements included in our Annual Report on

Form 10-K for the fiscal year ended December 31, 2024 . All stock options granted to our named executive officers in

2024 were nonqualified options granted upon the approval of the Committee under our 2024 Omnibus Equity

Compensation Plan, with an exercise price per Share equal to the fair market value of our Shares on the date of grant.

44 2025 Proxy Statement

Employment arrangements of our

Named Executive Officers

Mr. Hicke is party to an employment agreement

with a term from June 1, 2022 through June 1,

1. Under this agreement, Mr. Hicke will receive

(i) an annual salary of $750,000 (which may be

increased, but not decreased, during the term of

the agreement) and (ii) an annual target bonus

opportunity of $1,750,000, commencing in fiscal

year 2022, based on individual and/or Company

performance as determined by our Compensation

Committee. The agreement provided for an initial

restricted stock unit grant to Mr. Hicke of 40,000

shares of the Company’s common stock, vesting

over four years in equal annual installments on the

first four anniversaries of March 31, 2022, provided

that Mr. Hicke remains employed through the

applicable vesting date. The agreement also

provides that, commencing in December 2022 and

for each year during the term of the agreement,

Mr. Hicke will be eligible to receive annual equity

grants in such form and on such terms as the Board

or Compensation Committee deems appropriate,

provided that Mr. Hicke’s annual equity grant in

December 2022 was required to be a stock option

grant with respect to 100,000 shares, with an

exercise price, vesting and other terms similar to

the options granted to other senior executives at

that time. Pursuant to the agreement, Mr. Hicke

will receive the following severance benefits if his

employment is terminated by the Company other

than for Cause (as defined in the agreement),

death or disability and he executes and does not

revoke a general release of claims: (i) the accrued

obligations as defined in the agreement; (ii) an

amount equal to (x) one and one-half times his

base salary as of the termination date and (y) one

and one-half times his annual bonus for the year of

termination, payable in payroll installments during

the 18-month period following the year of

termination; and (iii) accelerated full vesting of

the March 2022 RSU grant. If Mr. Hicke’s

employment is terminated as a result of his death

or disability, he will receive (i) the accrued

obligations and (ii) accelerated full vesting of the

March 2022 RSU grant. Mr. Hicke will be subject to

covenants not to compete with the Company or

solicit its employees or customers during his

employment and for a period of 18 months

following termination of employment for any

reason, as well as confidentiality covenants.

Mr. Denham is party to an employment agreement

with a term from March 18, 2024 through March 18,

1. Under this agreement, Mr. Denham will

receive (i) an annual salary of $750,000 and (ii) an

annual target bonus opportunity of $1,700,000,

commencing in fiscal year 2024, based on

individual and/or Company performance as

determined by our Compensation Committee. This

amount was guaranteed for fiscal year 2024,

prorated for the length of Mr. Denham’s service in

1. The agreement provided for an initial

restricted stock unit grant (the “Staking Grant”) to

Mr. Denham of 45,000 shares of the Company’s

common stock, vesting over three years in equal

annual installments on the first three anniversaries

of March 18, 2024, provided that Mr. Denham

remains employed through the applicable vesting

date. The agreement also provides that,

commencing in December 2024 and for each year

during the term of the agreement, Mr. Denham will

be eligible to receive annual equity grants in such

form and on such terms as the Board or

Compensation Committee deems appropriate.

Notwithstanding the annual equity grants, the

agreement provides for an option grant of 22,500

shares of the Company’s common stock as soon as

practicable following March 18, 2024, as well as a

grant of 15,000 restricted stock units and an option

to purchase 22,5000 shares of the Company’s

common stock in December 2024. Pursuant to the

agreement, Mr. Denham will receive the following

severance benefits if his employment is terminated

by the Company other than for Cause (as defined in

the agreement), death or disability and he

executes and does not revoke a general release of

claims: (i) the accrued obligations as defined in the

agreement; (ii) an amount equal to the sum of (x)

the amount of Mr. Denham’s annual base salary as

of the termination date and (y) the amount of Mr.

Denham’s target annual bonus for the year of

termination; (iii) accelerated full vesting of the

Staking Grant and (iv) an extension of the exercise

period of any then vested options to purchase

shares of Common Stock to the then remaining

term of such vested options. If Mr. Denham’s

employment is terminated as a result of his death

or disability, he will receive (i) the accrued

obligations; (ii) accelerated full vesting of the

Staking Grant and (iv) an extension of the exercise

period of any then vested options to purchase

shares of Common Stock to the then remaining

term of such vested options. Mr. Denham will be

subject to covenants not to compete with the

Company or solicit its employees or customers

during his employment and for a period of 12

months following termination of employment for

any reason, as well as confidentiality covenants.

45 2025 Proxy Statement

Outstanding equity awards at year-end

The following table reflects outstanding options and stock awards held by our named executive officers as of December

31, 2024 .

Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable (1)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($) (2)
Ryan P. Hicke	12/8/2015	24,000	—	53.34	12/8/2025
	12/13/2016	35,000	—	49.63	12/13/2026
	12/12/2017	25,000	—	71.12	12/12/2027
	12/11/2018	17,500	17,500	48.47	12/11/2028
	12/9/2019	20,000	20,000	64.43	12/9/2029
	12/8/2020	75,000	—	56.54	12/8/2030
	12/10/2021	12,500	12,500	60.46	12/10/2031
	6/1/2022					20,000	1,649,600
	12/5/2022	50,000	50,000	61.81	12/5/2032
	12/15/2023	—	100,000	62.00	12/15/2033	30,000	2,474,400
	12/12/2024	—	150,000	86.58	12/12/2034	25,000	2,062,000
Sean J. Denham	3/18/2024	—	22,500	68.74	3/18/2034	45,000	3,711,600
	12/12/2024	—	22,500	86.58	12/12/2034	15,000	1,237,200
Michael F. Lane	9/16/2024	—	20,000	62.00	9/16/2034	30,000	2,474,400
	12/12/2024	—	36,000	86.58	12/12/2034	7,000	577,360
Michael N. Peterson	6/18/2018	200,000	—	65.98	6/18/2028
	12/11/2018	—	10,000	48.47	12/11/2028
	6/18/2019	25,000	—	54.34	6/18/2029
	12/9/2019	—	10,000	64.43	12/9/2029
	6/18/2020	25,000	—	55.73	6/18/2030
	12/8/2020	75,000	—	56.54	12/8/2030
	12/10/2021	12,500	12,500	60.46	12/10/2031
	12/5/2022	12,500	12,500	61.81	12/5/2032	2,500	206,200
	12/15/2023	—	25,000	62.00	12/15/2033	4,000	329,920
	12/12/2024	—	36,000	86.58	12/12/2034	7,000	577,360
Philip N. McCabe	12/8/2015	24,000	—	53.34	12/8/2025
	12/13/2016	30,000	—	49.63	12/13/2026
	12/12/2017	25,000	—	71.12	12/12/2027
	12/11/2018	17,500	17,500	48.47	12/11/2028
	12/9/2019	20,000	20,000	64.43	12/9/2029
	12/8/2020	75,000	—	56.54	12/8/2030
	12/10/2021	12,500	12,500	60.46	12/10/2031
	12/5/2022	15,000	15,000	61.81	12/5/2032	2,500	206,200
	12/15/2023	—	25,000	62.00	12/15/2033	4,000	329,920
	12/12/2024	—	36,000	86.58	12/12/2034	7,000	577,360
Dennis J. McGonigle	12/8/2015	24,000	—	53.34	12/8/2025
	12/13/2016	25,000	—	49.63	12/13/2026
	12/12/2017	25,000	—	71.12	12/12/2027
	12/11/2018	12,500	12,500	48.47	12/11/2028
	12/9/2019	15,000	15,000	64.43	12/9/2029
	12/8/2020	75,000	—	56.54	12/8/2030
	12/10/2021	12,500	12,500	60.46	12/10/2031
	7/18/2022					10,000	824,800
	12/5/2022	37,500	37,500	61.81	12/5/2032

46 2025 Proxy Statement

(1) All options granted on December 12, 2024 vest on December 31 of the year in which we attain adjusted pre-tax earnings

per share of $7.48 or more, but not earlier than the second anniversary of the date of the grant. The following table sets

forth opposite the relevant option expiration date, the vesting thresholds for all options which are currently

unexercisable:

Option Expiration Date	50% Exercisable When Adjusted Pre-Tax Earnings Per Share Exceeds	100% Exercisable When Adjusted Pre-Tax Earnings Per Share Exceeds
12/11/2028	Vested	$6.00
12/9/2029	Vested	$6.00
12/10/2031	Vested	$7.00
12/5/2032	Vested	$6.25
12/15/2033	$5.25	$7.10
3/18/2034	$5.25	$7.10
9/16/2034	$5.25	$7.10

(2) RSUs generally vest in a single tranche on the third anniversary of the date of grant. Market value is calculated based on

the closing price of the Company’s common stock on December 31, 2024 (the last trading day of the year) of $82.48 as

reported by the NASDAQ Stock Market, LLC. The following table indicates the dates when the RSUs held by each of our

named executive officers vest:

Vesting Date	Ryan P. Hicke	Sean J. Denham	Michael F. Lane	Michael N. Peterson	Philip N. McCabe	Dennis J. McGonigle
3/18/2025	—	15,000	—	—	—	—
3/31/2025	10,000	—	—	—	—	—
7/18/2025	—	—	—	—	—	5,000
9/16/2025	—	—	10,000	—	—	—
12/5/2025	—	—	—	2,500	2,500	—
3/18/2026	—	15,000	—	—	—	—
3/31/2026	10,000	—	—	—	—	—
7/18/2026	—	—	—	—	—	5,000
9/16/2026	—	—	10,000	—	—	—
12/15/2026	30,000	—	—	4,000	4,000	—
3/18/2027	—	15,000	—	—	—	—
9/16/2027	—	—	10,000	—	—	—
12/12/2027	25,000	15,000	7,000	7,000	7,000	—

Option exercises and stock awards vested table

The following table presents information regarding stock options exercised and stock awards vested for our

named executive officers during 2024 .

Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of shares acquired on vesting (#)(1)	Value realized on vesting ($)
Ryan P. Hicke	20,000	606,902	10,000	719,000
Michael N. Peterson	35,000	618,627	—	—
Philip N. McCabe	21,000	670,159	—	—
Dennis J. McGonigle	27,500	824,595	5,000	344,600

(1) See caption “ 2024 equity awards” in the Compensation discussion and analysis for details regarding vesting of stock

awards.

47 2025 Proxy Statement

Potential payments on

termination

Mr. Hicke, our Chief Executive Officer, has an

employment agreement. Mr. Hicke’s employment

agreement, among other things, provides for

certain compensation and benefits that are in

addition to those provided by us pursuant to those

plans and arrangements available to our employees

generally, and those that are customarily (but not

required to be) extended to those executive

officers terminated without cause or in the event

of their death or disability.

Mr. Hicke’s employment agreement provides that if

he is terminated without cause prior to June 1,

2026, and he executes and does not revoke a

general release of claims, then in addition to those

benefits generally provided by us to our employees

pursuant to those plans and arrangements

available to our executive officers generally and

those that are customarily (but not required to be)

extended to departing executive officers, Mr.

Hicke will receive:

• an amount equal to any accrued obligations he is

owed under the terms of his employment

agreement; and

• an amount (the “Severance Amount”) equal to

the sum of (x) one and one-half times his base

salary as of the termination date, plus (y) one

and one-half times his annual bonus for the year

of termination, which Severance Amount would

be payable in equal payroll installments during

the 18-month period following the year of

termination.

Mr. Hicke’s employment agreement also provides

that in addition to the benefits customarily (but

not required to be) extended to departing

executive officers if he is terminated without

cause or his employment ceases for death or

disability, any portion of the 40,000 RSU Staking

Grant that has not vested at the time of such

departure will accelerate and the Shares issuable

thereunder will be issued to Mr. Hicke and such

shares will be tradeable without restriction.

Any options to purchase Shares that have been or

may be granted to Mr. Hicke are not subject to the

accelerated vesting or extended exercise period

provisions of his employment agreement and would

be treated in the same manner as have those

options held by other departing executive officers.

Pursuant to the terms of his employment

agreement, Mr. Hicke will be subject to covenants

not to compete with the Company or solicit its

employees or customers during his employment

and for a period of 18 months following

termination of employment for any reason, as well

as confidentiality covenants.

The following table illustrates our estimates of the

potential value of the payments and benefits to

which Mr. Hicke would be entitled to receive upon

a termination of his employment without cause or

upon his death or disability pursuant to his

employment agreement that are in addition to

those benefits customarily extended to departing

executive officers, in either case as of December

31, 2024 . The amounts that Mr. Hicke would

receive in an actual termination can only be

determined at the time the event occurs.

Benefits and Payments Upon Termination	Termination Without Cause ($)	Death or Disability ($)
Cash Severance-Salary (1)	1,275,000	—
Cash Severance-Bonus (2)	3,000,000	—
RSUs-Accelerated (3)	1,649,600	1,649,600

(1) The calculation is 1.5 times Mr. Hicke’s base salary for 2024 per the terms of his employment agreement and does not

include the amount of any accrued but unpaid base salary or vacation through the date of termination that may be

payable to Mr. Hicke at the time of termination.

(2) The calculation is 1.5 times Mr. Hicke’s incentive compensation target for 2024 , per the terms of his employment

agreement.

(3) The aggregate value is based on the closing market price of the Shares on December 31, 2024 ( $82.48 ). As of December

31, 2024 , 20,000 Shares underlying Mr. Hicke’s 40,000 RSU Staking Grant had not yet vested.

48 2025 Proxy Statement

Mr. Denham, our Chief Financial Officer, also has

an employment agreement. Mr. Denham’s

employment agreement provides for certain

compensation and benefits that are in addition to

those provided by us pursuant to those plans and

arrangements available to our employees generally

and those that are customarily (but not required to

be) extended to those executive officers

terminated without cause or in the event of their

death or disability.

Mr. Denham’s employment agreement provides

that if he is terminated without cause or resigns

for Good Reason, as defined in his employment

agreement, prior to March 18, 2028, then in

addition to those benefits generally provided by us

to our employees pursuant to those plans and

arrangements available to our executive officers

generally and those that are customarily (but not

required to be) extended to departing executive

officers, Mr. Denham will receive:

• an amount equal to the accrued obligations he is

owed under the terms of his employment

agreement; and

• an amount (the “Denham Severance Amount”)

equal to the sum of (x) the amount of his annual

base salary as of the termination date and (y)

the amount of his target annual bonus for the

year of termination, which Denham Severance

Amount would be payable in equal payroll

installments during the 18-month period

following the year of termination.

Mr. Denham’s employment agreement also

provides that in addition to the benefits

customarily (but not required to be) extended to

departing executive officers if he is terminated

without cause or his employment ceases for death

or disability, any portion of the 45,000 RSU Staking

Grant that has not vested at the time of such

departure will accelerate and the Shares issuable

thereunder will be issued to Mr. Denham and such

shares will be tradeable without restriction. The

exercise period for any vested stock options then

held by Mr. Denham will be automatically

extended to the termination date of the relevant

options.

Pursuant to the terms of his employment

agreement, Mr. Denham will be subject to

covenants not to compete with the Company or

solicit its employees or customers during his

employment and for a period of 12 months

following termination of employment for any

reason, as well as confidentiality covenants.

The following table illustrates our estimates of the

potential value of the payments and benefits to

which Mr. Denham would be entitled to receive

upon a termination of his employment without

cause or upon his death or disability pursuant to

his employment agreement that are in addition to

those benefits customarily extended to departing

executive officers, in either case as of December

31, 2024. The amounts that Mr. Denham would

receive in an actual termination can only be

determined at the time the event occurs.

Benefits and Payments Upon Termination	Termination Without Cause or Resignation for Good Reason ($)	Death or Disability ($)
Cash Severance-Salary (1)	750,000	—
Cash Severance-Bonus (2)	1,700,000	—
RSUs-Accelerated (3)	3,711,600	3,711,600

(1) The calculation is Mr. Denham’s base salary for 2024 and does not include the amount of any accrued but unpaid base

salary or vacation through the date of termination that may be payable to Mr. Denham at the time of termination.

(2) The calculation is based on the $1,700,000 annual incentive compensation target agreed in Mr. Denham’s employment

agreement.

(3) The aggregate value is based on the closing market price of the Shares on December 31, 2024 ( $82.48 ). As of December

31, 2024 , 45,000 Shares underlying Mr. Denham’s RSU Staking Grant had not yet vested.

In May 2024, we adopted an Executive Severance

and Change of Control Plan (the “Severance

Plan”). Under the Severance Plan, each executive

permitted to participate in accordance with the

Severance Plan’s terms will be entitled to receive

the payments and benefits described below in the

event the executive is subject to a Qualifying

Termination. Messrs. Denham, Lane, Peterson and

McCabe participate in the Severance Plan. Defined

terms used in the following discussion of the

49 2025 Proxy Statement

Severance Plan have the respective meanings given

to such terms in the Severance Plan. Under the

Severance Plan, if the executive is terminated

without Cause or the executive resigns for Good

Reason, the executive shall receive: (i) a cash

payment equal to the sum of (x) the product of 1.5

times the sum of (a) the executive’s Annual Base

Salary in effect as of the Termination Date, plus

(b) the executive’s Target Bonus for the year in

which the Termination Date occurs, plus (y) the

executive’s Pro-Rata Target Bonus for the year in

which the Termination Date occurs; (ii) all

unvested Options and Stock Appreciation Rights

held by the executive as of the Termination Date

shall continue to vest for a period of 24 months

from the Termination Date; (iii) the exercise

period for all vested Options and Stock

Appreciation Rights held by the executive as of the

Termination Date and any unvested Options and

Stock Appreciation Rights held as of the

Termination Date that become vested during the

24-month period after the Termination shall, in

each case, be exercisable for a period equal to the

shorter of (a) the 27-month period after the

Termination Date, and (b) the then remaining term

of the relevant Option or Stock Appreciation Right;

(iv) any unvested Stock Units shall vest on a pro-

rata basis determined by using a fraction, the

numerator of which shall be the number of months

an individual Stock Unit award has been held and

the denominator of which shall be the total

number of months that the individual Stock Unit

Award must be held until it vests; and (v)

continued participation in the Company’s health

and dental plans with monthly premiums to be paid

by the Company for 18 months.

If the executive is terminated as a result of

Disability: (i) an amount equal to the executive’s

Pro-Rata Target Bonus; (ii) full vesting of all

unvested Stock Units held by the executive as of

the Termination Date; (iii) full vesting of all

unvested Options and Stock Appreciation Rights

held by the executive on the Termination Date;

and (iv) all vested Options and Stock Appreciation

Rights held by the executive on the Termination

Date (including those for which the vesting was

accelerated pursuant to the foregoing (clause (iii))

shall be exercisable for a period equal to the

shorter of (a) the 12-month period after the

Termination Date, and (b) the then remaining term

of the relevant Option or Stock Appreciation Right.

If the executive is terminated as a result of death:

(i) an amount equal to the executive’s Target

Bonus for the year in which the Termination Date

occurs; (ii) full vesting of all unvested Stock Units

held by the executive as of the Termination Date;

(iii) full vesting of all unvested Options and Stock

Appreciation Rights held by the executive on the

Termination Date; and (iv) all vested Options and

Stock Appreciation Rights held by the executive on

the Termination Date (including those for which

the vesting was accelerated pursuant to the

foregoing (clause (iii)) shall be exercisable for a

period equal to the shorter of (a) the 12-month

period after the Termination Date, and (b) the

then remaining term of the relevant Option or

Stock Appreciation Right.

If the executive terminated as a result of

Retirement: all unvested Stock Units, Options, and

Stock Appreciation Rights held by the executive

shall continue to vest and be exercisable as if the

executive remained employed with the Company,

subject to the executive’s compliance with all

Restrictive Covenant Obligations after the

Termination Date.

If the executive experiences a Qualifying

Termination or Retirement during a Change of

Control Period: (i) a cash payment equal to the

product of 1.5 times the sum of (a) the executive’s

Annual Base Salary in effect as of the Termination

Date, plus (b) the executive’s Target Bonus for the

year in which the Termination Date occurs, plus,

(c) the Pro-Rata Target Bonus for the year in which

the Termination Date occurs; (ii) full vesting of all

unvested Stock Units, Options, and Stock

Appreciation Rights held by the executive as of the

Termination Date, subject to the adjustments

described herein, and (iii) continued participation

in the Company’s health and dental plans with

monthly premiums to be paid by the Company for

18 months, provided the executive elects

continuation coverage pursuant to Section 4980B of

the Code and related guidance. All Options and

Stock Appreciation Rights which are fully vested as

of the executive’s Termination Date shall be

exercisable during the 12-month period

immediately following the Termination Date.

An executive’s receipt of payments and benefits

under the Severance Plan will be conditioned upon

the executive’s execution and non-revocation of a

general waiver and release of claims in favor of the

Company. The Company may amend or terminate

the Severance Plan at any time; provided,

however, that no such termination or amendment

may materially and adversely affect any rights of

any executive that is entitled to participate in the

50 2025 Proxy Statement

Severance Plan who has incurred a Qualifying

Termination prior to the date of such termination

or amendment; and provided, further that the

Severance Plan cannot be terminated or materially

amended during the 24-month period beginning on

the date of a Change of Control.

The following table illustrates our estimates of the potential value of the payments and benefits to which

Mr. Denham would be entitled to receive under the Severance Plan, assuming the applicable termination

occurred as of December 31, 2024 .

Benefits and Payments Upon Termination	Termination Without Cause or Resignation for Good Reason ($) (1)	Disability ($) (1)	Death ($) (1)	Retirement ($)	Qualifying Termination Following Change of Control ($)
Cash Severance-Salary	—	—	—	—	1,125,000	(2)
Cash Severance-Bonus	—	—	—	—	3,046,027	(3)
RSUs-Accelerated	—	—	—	—	4,948,800	(4)

(1) In the event of Mr. Denham’s termination without cause or resignation for good reason, disability or death, payments and

benefits would be provided by the Company according to his employment agreement. See pg. 42 and pgs. 45-46 for

information related to Mr. Denham’s employment agreement.

(2) The calculation is 1.5 times Mr. Denham’s annual base salary for 2024 per the terms of the Severance Agreement and does

not include the amount of any accrued but unpaid base salary or vacation through the date of termination that may be

payable to Mr. Denham at the time of termination.

(3) The calculation is Mr. Denham’s incentive compensation target for 2024 plus the pro-rata incentive compensation for

2024, per the terms of the Severance Agreement.

(4) The calculation is the amount of Mr. Denham’s unvested RSUs that would vest per the terms of the Severance Agreement

multiplied by the closing market price of the Shares on December 31, 2024 ( $82.48 ).

The following table illustrates our estimates of the potential value of the payments and benefits to which

Mr. Lane would be entitled to receive under the Severance Plan, assuming the applicable termination

occurred as of December 31, 2024 .

Benefits and Payments Upon Termination	Termination Without Cause or Resignation for Good Reason ($)		Disability ($)		Death ($)		Retirement ($)	Qualifying Termination Following Change of Control ($)
Cash Severance-Salary	1,050,000	(1)	—		—		—	1,050,000	(1)
Cash Severance-Bonus	1,935,616	(2)	435,616	(3)	1,500,000	(4)	—	1,935,616	(2)
RSUs-Accelerated (5)	520,082		3,051,760		3,051,760		—	3,051,760

(1) The calculation is 1.5 times Mr. Lane’s annual base salary for 2024 per the terms of the Severance Agreement and does

not include the amount of any accrued but unpaid base salary or vacation through the date of termination that may be

payable to Mr. Lane at the time of termination.

(2) The calculation is Mr. Lane’s incentive compensation target for 2024 plus the pro-rata incentive compensation for 2024,

per the terms of the Severance Agreement.

(3) The calculation is Mr. Lane’s pro-rata incentive compensation for 2024, per the terms of the Severance Agreement.

(4) The calculation is Mr. Lane’s incentive compensation target for 2024 per the terms of the Severance Agreement.

(5) The calculation is the amount of Mr. Lane’s unvested RSUs that would vest per the terms of the Severance Agreement

multiplied by the closing market price of the Shares on December 31, 2024 ( $82.48 ).

51 2025 Proxy Statement

The following table illustrates our estimates of the potential value of the payments and benefits to which

Mr. Peterson would be entitled to receive under the Severance Plan, assuming the applicable termination

occurred as of December 31, 2024 .

Benefits and Payments Upon Termination	Termination Without Cause or Resignation for Good Reason ($)		Disability ($)		Death ($)		Retirement ($)	Qualifying Termination Following Change of Control ($)
Cash Severance-Salary	975,000	(1)	—		—		—	975,000	(1)
Cash Severance-Bonus	2,000,000	(2)	1,000,000	(3)	1,000,000	(4)	—	2,000,000	(2)
RSUs-Accelerated (5)	278,370		1,113,480		1,113,480		—	1,113,480

(1) The calculation is 1.5 times Mr. Peterson’s annual base salary for 2024 per the terms of the Severance Agreement and

does not include the amount of any accrued but unpaid base salary or vacation through the date of termination that may

be payable to Mr. Peterson at the time of termination.

(2) The calculation is Mr. Peterson’s incentive compensation target for 2024 plus the pro-rata incentive compensation for

2024, per the terms of the Severance Agreement.

(3) The calculation is Mr. Peterson’s pro-rata incentive compensation for 2024, per the terms of the Severance Agreement.

(4) The calculation is Mr. Peterson’s incentive compensation target for 2024 per the terms of the Severance Agreement.

(5) The calculation is the amount of Mr. Peterson’s unvested RSUs that would vest per the terms of the Severance Agreement

multiplied by the closing market price of the Shares on December 31, 2024 ( $82.48 ).

The following table illustrates our estimates of the potential value of the payments and benefits to which

Mr. McCabe would be entitled to receive under the Severance Plan, assuming the applicable termination

occurred as of December 31, 2024 .

Benefits and Payments Upon Termination	Termination Without Cause or Resignation for Good Reason ($)		Disability ($)		Death ($)		Retirement ($)	Qualifying Termination Following Change of Control ($)
Cash Severance-Salary	975,000	(1)	—		—		—	975,000	(1)
Cash Severance-Bonus	2,000,000	(2)	1,000,000	(3)	1,000,000	(4)	—	2,000,000	(2)
RSUs-Accelerated (5)	278,370		1,113,480		1,113,480		—	1,113,480

(1) The calculation is 1.5 times Mr. McCabe’s annual base salary for 2024 per the terms of the Severance Agreement and does

not include the amount of any accrued but unpaid base salary or vacation through the date of termination that may be

payable to Mr. McCabe at the time of termination.

(2) The calculation is Mr. McCabe’s incentive compensation target for 2024 plus the pro-rata incentive compensation for

2024, per the terms of the Severance Agreement.

(3) The calculation is Mr. McCabe’s pro-rata incentive compensation for 2024, per the terms of the Severance Agreement.

(4) The calculation is Mr. McCabe’s incentive compensation target for 2024 per the terms of the Severance Agreement.

(5) The calculation is the amount of Mr. McCabe’s unvested RSUs that would vest per the terms of the Severance Agreement

multiplied by the closing market price of the Shares on December 31, 2024 ( $82.48 ).

Director compensation

During 2024 , each director who was not an

employee received an annual retainer of $70,000 .

The annual chair fee for the Audit, Compensation,

Legal and Regulatory Oversight and Nominating and

Governance Committees was $20,000 ,

$15,000 , $15,000 and $5,000 , respectively, and the

annual retainer fee for the Audit Committee was

$10,000 , for each of the Compensation and Legal

Regulatory and Oversight Committees was $7,500 ,

and for the Nominating and Governance Committee

was $5,000 . The annual retainer for the Lead

Independent Director was $15,000 .

Each non-employee director received an annual

52 2025 Proxy Statement

grant of 2,175 RSUs. RSUs granted in 2024 were

time-based and not based on the achievement of

performance targets. Our non-employee directors

did not receive an annual grant of options during

1. As of December 31, 2024 , our non-employee

directors owned options to purchase the following

aggregate numbers of Shares: Mr. Brassington,

25,500 ; Mr. Doran, 85,500 ; Mr. Guarino,

85,500 ; Ms. McCarthy, 85,500 ; Ms. Miller, 15,500 ;

and Mr. Romeo, 75,500 .

The following table summarizes the compensation

paid to our directors for 2024 :

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)	All Other Compensation ($)(2)	Total ($)
Jonathan A. Brassington	95,000	188,312	—	—	283,312
William M. Doran	92,500	188,312	—	348,004	628,816
Carl A. Guarino	112,500	188,312	—	—	300,812
Kathryn M. McCarthy	107,500	188,312	—	—	295,812
Stephanie D. Miller	87,500	188,312	—	—	275,812
Carmen V. Romeo	112,500	188,312	—	—	300,812

(1) Reflects the aggregate grant date fair value of RSUs as calculated in accordance with ASC 718. See Notes 1 and 7 to our

consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31,

2024 . As of December 31, 2024 , our directors owned the following aggregate numbers of RSUs: Mr. Brassington, 3,941 ; Mr.

Doran, 3,941 ; Mr. Guarino, 3,941 ; Ms. McCarthy, 3,941 ; Ms. Miller, 3,941 and Mr. Romeo, 3,941 .

(2) During 2024 , Mr. Doran received trustee fees of $178,000 for serving as a trustee of approximately 13 mutual funds or

trusts, each of which we either administered or sponsored. During 2024 , Mr. Doran served as a director of SEI Investments

Distribution Co., SEI Investments (Asia) Limited, SEI Investments (Europe) Ltd., SEI Global Nominee Ltd., SEI Investments

Global Fund Services Limited, SEI Investments Global, Limited and SEI Alpha Strategy Portfolios, L.P. and received

$14,166 per month pursuant to a consulting agreement with us.

Review, approval, or ratification

of transactions with related

persons

Our Board believes that transactions with related

persons present a heightened risk of conflicts of

interest (or the perception thereof). Our Code of

Conduct thus contains a provision regarding

transactions with related persons that requires

that our Audit Committee review and approve,

before it is consummated, any “related person”

transaction as defined in Item 404(a) of Regulation

S-K to which a director or executive officer is,

directly or indirectly, a party. A related person

transaction is any transaction that is anticipated

would

be reportable by us under Item 404(a) of

Regulation S-K in which we were or are to be a

participant and the amount involved exceeds

$120,000 and in which any related person had or

will have a direct or indirect material interest. No

related person transaction will be executed

without the approval or ratification of our Audit

Committee. It is our policy that directors

interested in a related person transaction will

recuse themselves from any vote on a related

person transaction in which they have an interest.

Since January 1, 2024 , there have been no related

person transactions with any director or executive

officer of the Company or any other related

person, as defined in Rule 404 under Regulation S-

K and none is proposed.

53 2025 Proxy Statement

Audit Committee report .

Notwithstanding anything to the contrary, this Audit Committee Report shall not be

deemed incorporated by reference by any general statement incorporating by

reference this Proxy Statement into any filing under the Securities Act or the

Exchange Act except to the extent that we specifically incorporate this information

by reference, and this information shall not be deemed filed under such Acts.

The Audit Committee of our Board currently is

composed of five independent directors and

operates under a written charter adopted by our

Board that complies with the rules adopted by The

NASDAQ Stock Market LLC. The Audit Committee

reviews and reassesses the adequacy of its charter

on an annual basis. A copy of the current Audit

Committee Charter may be viewed on our website

at seic.com under “Investor Relations > Leadership

Governance documents.” The members of the

Audit Committee are Mr. Romeo (Chair), Mr.

Brassington, Mr. Guarino, Ms. McCarthy and Ms.

Miller. The role of the Audit Committee is to assist

our Board in its oversight of the quality and

integrity of our financial reporting process. The

Audit Committee also has sole authority, among

other things, to retain, set compensation and

retention terms for, terminate, oversee, and

evaluate the activities of our independent

auditors. Management has the primary

responsibility for the financial reporting process,

including the system of internal controls, and for

preparation of consolidated financial statements in

accordance with generally accepted accounting

principles. Our independent auditors are

responsible for auditing those financial statements

and expressing an opinion as to their conformity

with generally accepted accounting principles.

The Committee met five times in 2024 and held

discussions with management and the independent

auditors. Management represented to the Audit

Committee that our consolidated financial

statements were prepared in accordance with

generally accepted accounting principles, and the

Audit Committee has

reviewed and discussed the consolidated financial

statements with management and the independent

auditors. The Audit Committee discussed with the

independent auditors the matters that registered

independent public accounting firms must

communicate to audit committees under Public

Company Accounting Oversight Board rules.

Our independent auditors also provided to the

Audit Committee the written disclosures required

by the Public Company Accounting Oversight

Board’s independence rules, and the Audit

Committee discussed with the independent

auditing firm that firm’s independence.

Based upon the Audit Committee’s discussions with

management and the independent auditors and the

Audit Committee’s review of the representation of

management and the report of the independent

auditors to the Audit Committee, the Audit

Committee recommended that our Board include

the audited consolidated financial statements in

our Annual Report on Form 10-K for the year ended

December 31, 2024 filed with the Securities and

Exchange Commission.

Audit Committee:

Carmen V. Romeo (Chair)

Jonathan A. Brassington

Carl A. Guarino

Kathryn M. McCarthy

Stephanie D. Miller

54 2025 Proxy Statement

Proposal 2

Advisory vote

on executive

compensation .

Because your vote is advisory, it will not be binding upon us, the Board or the

Compensation Committee. Our Board and our Compensation Committee value the

opinions of our shareholders. To the extent that there is any significant vote against

the compensation of our executive officers, we will consider our shareholders’

concerns, and the Compensation Committee will evaluate whether any actions are

necessary to address those concerns. The Board believes that the compensation of

our executive officers, as described in the CD&A and the tabular disclosures under

the heading “Executive Compensation,” is appropriate for the reasons stated above.

Therefore, the Board unanimously recommends a vote FOR approval of the

compensation for our named executive officers.

55 2025 Proxy Statement

●

Our compensation philosophy is designed to align each executive’s compensation with our short- term and long-term performance and to provide the compensation and incentives needed to attract, motivate, and retain key executives who are crucial to our long-term success. Shareholders are encouraged to read the Compensation Discussion and Analysis (“CD&A”) and other sections of this proxy statement regarding our compensation practices for named executive officers, which include discussions of the following: • Members of the Compensation Committee of our Board are independent directors. The Compensation Committee has established a thorough process for the review and approval of compensation program designs, practices, and amounts awarded to our executive officers. • The Compensation Committee engaged and received advice from a third-party compensation consultant concerning the compensation of our Chief Executive Officer. It selected a peer group of companies, taking into account the compensation consultant’s recommendations, to compare to our Chief Executive Officer’s compensation. • We have many compensation practices that ensure consistent leadership, decision-making and actions without taking inappropriate or unnecessary risks. The practices include: • We have an incentive compensation repayment (“clawback”) policy; • We have a stock ownership policy requiring executives to maintain a minimum value of ownership of our equity in accordance with the plan;

• With the exception of Mr. Hicke, as discussed earlier, we employ our named executive officers “at will” without severance agreements or employment contracts; • We have a long-standing insider trading policy which, among other things, prevents executive officers from buying or selling put or call options or futures on our Shares; • Our performance-based incentive programs include a balance of different measures for short-term and long-term programs; and • Our executive officers’ compensation amounts are aligned with our financial performance and the overall implementation of our business strategies. The Compensation Committee and the Board believe that these policies, procedures, and amounts are effective in implementing our compensation philosophy and in achieving its goals. This advisory shareholder vote, commonly known as “Say-on-Pay,” gives you as a Shareholder the opportunity to approve or not approve our executive compensation program and policies through the following resolution: “Resolved, that the holders of Shares of the Company approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission including the Compensation Discussion and Analysis, the 2024 Summary Compensation Table and the other related tables and disclosure.”

56 2025 Proxy Statement

Proposal 3 Ratification of appointment of independent registered public accountants .

The affirmative vote of a majority of the votes cast at our 2025 Annual Meeting by

the holders of the outstanding Shares is required for the ratification of this

appointment. Our Board unanimously recommends that Shareholders vote FOR

approval of this proposal.

57 2025 Proxy Statement

●
The Audit Committee of our Board has selected KPMG LLP (“KPMG”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2025 . The Audit Committee and the Board seek to have the Shareholders ratify such an appointment of KPMG by the Audit Committee. We note, however, that consistent with the requirements of the Sarbanes- Oxley Act of 2002, our Audit Committee has ultimate authority with respect to the	selection of our independent registered public accountants. Accordingly, if Shareholders do not ratify the appointment of KPMG, our Audit Committee will take that into account in considering whether to continue to retain KPMG. Representatives of KPMG will be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions.
Principal accounting fees and services The following is a summary of the fees KPMG billed to us for professional services rendered for the fiscal years ended December 31, 2024 and December 31, 2023 , respectively:

Fee Category	2024	2023
Audit Fees (1)	$7,806,213	$6,400,314
Audit-related Fees (2)	2,120,571	2,019,166
Tax Fees (3)	45,426	81,568
All Other Fees	5,460	177,367
	$9,977,670	$8,678,415
(1) Audit fees for the years ended December 31, 2024 and 2023 , respectively, were for professional services rendered for the audits and interim quarterly reviews of our consolidated financial statements and other statutory and subsidiary audits. Audit fees for the year ended December 31, 2024 and 2023 also include fees billed by KPMG for audits of our various Collective Trust Funds. These fees were paid by the various funds. (2) Audit-related fees for the year ended December 31, 2024 and 2023 , respectively, were for attestation services, internal control reviews and other audit-related services. (3) Tax fees for the years ended December 31, 2024 and 2023 , respectively, were for tax compliance and due diligence services, including the review or preparation of foreign tax returns, and general tax planning services.

58 2025 Proxy Statement

Policy on Audit Committee pre-

approval of audit and permissible

non-audit services of

independent registered public

accountants

The Audit Committee is responsible for appointing,

setting compensation for, and overseeing the work

of the independent auditors. The Audit Committee

has established a policy regarding pre-approval of

the retention of the independent auditors for the

performance of all audits and lawfully permitted

non- audit services and regarding pre-approval of

the fees for such services. On an ongoing basis,

management communicates specific projects and

categories of service for which the advance

approval of the Audit Committee is requested. The

Audit Committee reviews these requests and

advises management if the Audit Committee

approves the engagement of the independent

auditors to provide these services, as well as

certain fee levels for these services. All of the fees

described in the table above were approved by the

Audit Committee. On a periodic basis,

management reports to the Audit Committee

regarding the actual spending for such projects and

services as compared to the pre-approved fee

levels.

59 2025 Proxy Statement

Other important information .

As of the date of this Proxy Statement, management knows of no other matters to

be presented for action at our 2025 Annual Meeting. However, if any further

business should properly come before our 2025 Annual Meeting, the persons named

as proxies will vote on such business in accordance with their best judgment.

Sustainability practices

These practices benefit the environment by

minimizing the use of paper and printing and lower

our costs.

Request electronic access to proxy materials and

annual reports

If you receive your proxy materials by mail, we

encourage you to elect electronic delivery. If you

do, you will receive an email with links to access

the Proxy Statement and Annual Report on the

Internet. If you are a beneficial shareholder,

please contact your broker, bank, or nominee to

request electronic access to proxy materials. If

your shares are registered in your name, please

access www.proxyvote.com to vote. You will have

the option to enroll in electronic delivery

immediately after casting your vote.

Reduce duplicate mailings

We deliver a single Proxy Statement and Annual

Report, along with individual proxy cards, to

shareholders who have not enrolled in electronic

delivery and share the same address, unless we

have received contrary instructions. This practice

is known as “householding.” To discontinue

householding and receive separate copies of proxy

materials, beneficial shareholders should contact

their broker, bank, or nominee where their

account is held, and registered shareholders should

contact their account holder or our transfer agent,

Equiniti Trust Company, LLC, by phone at (800)

937-5449 or by email at help@equiniti.com.

Access available information

about us

We publish our earnings releases on the Investor

Relations portion of our website at seic.com as

well as make available to shareholders the

opportunity to listen to our quarterly earning calls.

Our website also provides free-of-charge access to

our Annual Reports on Form 10-K, Quarterly

Reports on Form 10-Q, Current Reports on Form 8-

K and all amendments to those reports as soon as

reasonably practicable after such materials are

filed with the Securities and Exchange Commission

(SEC). Our website and our filings made with the

SEC are not part of this Proxy Statement.

References to our website address in this Proxy

Statement are intended to be inactive textual

references only.

We provide our demographic data for our U.S.

employees in connection with SEI’s EEO-1 report

for 2024 in Annex B of this Proxy Statement.

Delinquent Section 16(a) reports

Section 16(a) of the Exchange Act requires our

directors and executive officers and any beneficial

owner of more than 10% of any class of our equity

securities to file with the SEC initial reports of

beneficial ownership and reports of changes in

ownership of any of our securities. These reports

are made on documents referred to as Forms 3, 4

and 5. Our directors and executive officers must

also provide us with copies of these reports. We

have reviewed the copies of the reports that we

have received and any written representations that

60 2025 Proxy Statement

no Form 5 was required from the individuals

required to file the reports that we have received,

as well as reviewed Forms 3, 4 and 5 filed with the

SEC. Based on this review, we believe that during

the year ended December 31, 2024 , each of our

directors and executive officers and beneficial

owners of more than 10% of any class of our equity

securities timely complied with applicable

reporting requirements for transactions in our

equity securities, except for certain reports that

were filed late by the following individuals, neither

of whom is still considered an officer for purpose

of Section 16 as of the date of this Proxy

and Mr. Paul F. Klauder - a late Form 3 and one

late Form 4 relating to a total of four transactions.

Solicitation of proxies

The accompanying proxy card is solicited on behalf

of our Board. Following the original mailing of the

proxy materials, proxies may be solicited

personally by our officers and employees, who will

not receive additional compensation for these

services. We will reimburse banks, brokerage

firms, and other custodians, nominees, and

fiduciaries for reasonable expenses incurred by

them in sending proxy materials to beneficial

shareholders.

Nominations and proposals by

shareholders for our 2026 Annual

Meeting

Proposals that Shareholders wish to have

considered for possible inclusion in our Proxy

Statement for the 2026 Annual Meeting must be

received by our Secretary at our principal offices

(One Freedom Valley Drive, Oaks, PA 19456-1100)

no later than December 15, 2025 . If you wish to

submit a proposal for a vote or to nominate a

candidate for election as director at the 2026

Annual Meeting (but not seek inclusion of the

proposal or nomination in our Proxy Statement),

we must receive your proposal or nomination, in

accordance with our Bylaws, on or before February

27, 2026 , but not before January 28, 2026 .

Shareholders who submit nominations for director

and who intend to solicit proxies in support of their

nominees must include in their submission all

information required by Rule 14a-19 under the

Exchange Act.

Additional information

We will provide without charge to any person from

whom a proxy is solicited by our Board, upon the

written request of such person, a copy of our 2024

Annual Report on Form 10-K, including the

financial statements and schedules thereto,

required to be filed with the Securities and

Exchange Commission pursuant to Rule 13a-1 under

the Exchange Act. Any such requests should be

directed to Michael Peterson, General Counsel, at

our principal offices at 1 Freedom Valley Drive,

Oaks, PA 19456-1100, phone: (610) 676-1000.

Forward-looking statements

This proxy statement contains forward-looking

statements within the meaning or the rules and

regulations of the Securities and Exchange

Commission. In some cases you can identify

forward-looking statements by terminology, such

as ‘‘may,’’ ‘‘will,’’ ‘‘expect,’’ ‘‘believe’’ and

‘‘continue,’’ or ‘‘appear.’’ Our forward-looking

statements include our current expectations as to

our growth, strategies and the opportunities for

our success. You should not place undue reliance

on our forward-looking statements, as they are

based on the current beliefs and expectations of

our management and subject to significant risks

and uncertainties, many of which are beyond our

control or are subject to change. Although we

believe the assumptions upon which we base our

forward-looking statements are reasonable, they

could be inaccurate. Some of the risks and

important factors that could cause actual results to

differ from those described in our forward-looking

statements can be found in the “Risk Factors”

section of our Annual Report on Form 10-K for the

year ended December 31, 2024 , filed with the

Securities and Exchange Commission.

61 2025 Proxy Statement

Annex A

SEI INVESTMENTS COMPANY

Reconciliation of GAAP to Non-GAAP Measure

The Adjusted Pre-Tax Earnings Per Share results

reflected in the “Pay Versus Performance” section

of this Proxy Statement is a non-GAAP financial

measure. This non-GAAP financial measure should

be viewed in addition to, and not as a substitute

for, reported results prepared in accordance with

GAAP. Please refer to the Company's annual

reports on Form 10-K for terms not defined herein.

The Compensation Committee utilizes this non-

GAAP measure when determining whether vesting

targets for outstanding stock options have been

met. This non-GAAP measure is adjusted to

exclude the impact of certain costs, expenses, and

revenue, the exclusion of which the Compensation

Committee believes provides an understanding of

the results of the primary operations of the

Company’s businesses and enhances comparability

across fiscal reporting periods. Neither the

Compensation Committee nor management utilize

Adjusted Pre-Tax Earnings Per Share for the

compensation processes related to the Company’s

employees or any other purpose.

The following table reconciles financial results

reported in accordance with generally accepted

accounting principles (GAAP) to the non-GAAP

financial measure presented in this Proxy

Statement.

Reconciliation of Diluted Earnings Per Share to Adjusted Pre-Tax

Earnings Per Share

Year	2020	2021	2022	2023	2024
Diluted earnings per share (GAAP)	$3.00	$3.81	$3.46	$3.46	$4.41
Adjustments:
Income tax expense	0.81	1.03	0.97	0.99	1.26
Stock-based compensation expense associated with stock options in accordance with ASC 718	0.18	0.28	0.27	0.16	0.31
One-time early termination fee revenue recorded during first quarter 2022	—	—	(0.64)	—	—
Severance costs and expense associated with voluntary separation program and severance arrangements with departing senior executives	—	—	0.41	—	—
Adjusted Pre-Tax Earnings Per Share (Non-GAAP)	$3.99	$5.12	$4.48	$4.61	$5.98

62 2025 Proxy Statement

Annex B

SEI INVESTMENTS COMPANY

Employee Demographics

							Non-Hispanic or Latino
Job categories	Hispanic or Latino		Male						Female						Overall totals
			White	Black or African American	Native Hawaiian or Pacific islander	Asian	American Indian or Alaskan Native	Two or more races	White	Black or African American	Native Hawaiian or Pacific islander	Asian	American Indian or Alaskan Native	Two or more races
	Male	Female
Exec/Sr. Officials & Mgrs	0	0	21	1	0	2	0	1	3	0	0	1	0	0	29
First/Mid Officials & Mgrs	11	4	431	6	0	114	1	2	227	14	0	31	0	2	843
Professionals	77	36	1711	103	2	235	2	34	738	61	0	166	1	13	3179
Technicians	1	0	6	0	0	2	0	1	2	0	0	1	0	0	13
Sales Workers	0	1	134	2	0	4	0	1	32	2	0	5	0	0	181
Administrative Support	0	0	1	0	0	1	0	0	6	0	0	0	0	0	8
Craft Workers	0	0	5	0	0	0	0	0	1	0	0	0	0	0	6
Operatives	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Laborers & Helpers	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Service Workers	0	0	17	0	0	0	0	0	0	0	0	0	0	0	17
Total	89	41	2326	112	2	358	3	39	1009	77	0	204	1	15	4276
Previous Report Total	87	41	2254	116	2	338	3	46	985	75	0	213	1	15	4176

• This table provides demographic data for SEI’s U.S. employees as of the payroll period from October 7-18, 2024. This data

was generated in connection with the preparation of SEI’s EEO-1 Report for 2024, which will be submitted to the U.S. Equal

Employment Opportunity Commission.

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