COHEN & STEERS INC (CNS)
Sector: Financials
2026 Annual Meeting Analysis
COHEN & STEERS INC · Meeting: April 30, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Co-founder and non-executive chairman with deep company knowledge; CNS 3-year TSR of +48.9% is strong positive, and the 25.1pp gap versus peer median falls well below the 65pp threshold required to trigger a vote against at this TSR level; no overboarding, attendance, or independence concerns.
Co-founder and executive chairman with extensive asset management experience; TSR underperformance gap of 25.1pp is well below the 65pp trigger threshold for a strong-positive absolute TSR; no overboarding or attendance concerns.
CEO and director since 2019 with deep investment management experience; CNS 3-year absolute TSR of +48.9% is strong positive and the 25.1pp peer underperformance gap falls well below the 65pp trigger threshold; no overboarding or attendance issues.
Independent director since 2016 with strong credentials in corporate governance, capital markets, and financial regulation; serves on audit and nominating committees appropriately as an independent director; TSR trigger does not apply.
Independent director since 2014 with investment banking and CFO experience at a major public company; chairs the Audit Committee and qualifies as an audit committee financial expert; TSR trigger does not apply given the 25.1pp gap is well below the 65pp threshold.
Independent director since August 2024, joining less than 24 months ago, which exempts her from the TSR trigger under policy; brings relevant financial services and clearing industry experience.
Independent director since 2019 with broad HR, legal, and financial services experience; TSR trigger does not apply given the peer underperformance gap is well below the 65pp threshold for a strong-positive TSR; all attendance and independence requirements are met.
Independent director since November 2024, joining less than 24 months ago, which exempts her from the TSR trigger under policy; brings relevant legal, wealth management, and financial services expertise.
Independent director since 2004 with senior investment management experience including CEO tenure at a major global asset manager; TSR trigger does not fire as the 25.1pp peer underperformance gap is well below the 65pp threshold applicable at the strong-positive absolute TSR level.
All nine director nominees receive a FOR vote. CNS posted a strong positive 3-year price return of +48.9%, which means the policy's toughest threshold applies — the company's TSR would need to lag the peer group median by 65 percentage points to trigger a vote against directors. The actual gap is only 25.1 percentage points, well below that threshold. Two directors (Dolly and Wilson Thissen) joined within the past 24 months and are exempt from the TSR trigger regardless. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Joseph Harvey
Total Comp
$6,991,951
Prior Support
98.20%%
CEO Joseph Harvey's total reported compensation of approximately $7.0 million is reasonable for a CEO of a $4 billion asset management firm and is not flagged as materially above benchmark. The pay program is heavily weighted toward variable, performance-linked compensation — 91.5% of Mr. Harvey's pay was in the form of annual performance incentives and 73.2% was in deferred stock awards that vest over four years, far exceeding the 50-60% variable pay requirement. The prior Say on Pay vote received 98.20% support, reflecting strong and consistent shareholder endorsement, and the company has a meaningful clawback policy in place that meets post-Dodd-Frank requirements.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,267,500
Non-Audit Fees
$275,705
Non-audit fees (combining audit-related fees of $253,750, tax fees of $17,065, and all other fees of $4,890, totaling $275,705) represent approximately 21.8% of audit fees of $1,267,500, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy — the absence of disclosure is noted as a minor negative factor but does not warrant a vote against. Deloitte is a Big 4 firm fully appropriate for a $4 billion market cap company.
Actual Vote Results
Meeting held April 30, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Joseph M. Harvey | 99.5% | 46.7M | 242,018 | ✓ Elected |
| Robert H. Steers | 99.3% | 46.6M | 328,944 | ✓ Elected |
| Martin Cohen | 98.5% | 46.2M | 709,675 | ✓ Elected |
| Karen Wilson Thissen | 98.0% | 46.0M | 943,144 | ✓ Elected |
| Lisa Dolly | 98.0% | 46.0M | 943,161 | ✓ Elected |
| Dasha Smith | 97.7% | 45.8M | 1.1M | ✓ Elected |
| Frank T. Connor | 96.8% | 45.4M | 1.5M | ✓ Elected |
| Reena Aggarwal | 95.9% | 45.0M | 1.9M | ✓ Elected |
| Edmond D. Villani | 87.9% | 41.2M | 5.7M | ✓ Elected |
Say on Pay
For 45.1M · Against 1.9M · Abstain 26,704
Auditor Ratification
For 48.4M · Against 400,443 · Abstain 887
Overall Assessment
The 2026 Cohen & Steers annual meeting presents a straightforward ballot with three standard proposals — director elections, auditor ratification, and Say on Pay — all of which receive FOR votes under this policy. The company's strong 3-year stock return of nearly 49%, heavily variable and deferred executive pay structure, clean non-audit fee ratio, and near-unanimous prior Say on Pay support result in no policy flags being triggered across the entire ballot.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing