COHEN & STEERS INC (CNS)
Sector: Financials
2026 Annual Meeting Analysis
COHEN & STEERS INC · Meeting: April 30, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Martin Cohen has served as a director since 2004 and CNS has significantly underperformed its compensation peer group over the past three years (CNS +7.8% vs. peer median +54.8%, a gap of 47 percentage points, exceeding the 35-point trigger for companies with low positive returns), and the five-year record does not provide relief (five-year gap of 55.1 percentage points also exceeds the threshold), so the underperformance trigger fires without mitigation.
Robert Steers has served as a director since 2004 and CNS has significantly underperformed its compensation peer group over the past three years (CNS +7.8% vs. peer median +54.8%, a gap of 47 percentage points, exceeding the 35-point trigger), and the five-year record does not provide relief (five-year gap of 55.1 percentage points also exceeds the threshold), so the underperformance trigger fires without mitigation.
Joseph Harvey has served as a director since August 2019 (over 24 months ago) and as CEO since 2022, giving him meaningful tenure overlap with the underperformance period; CNS trails its compensation peer group by 47 percentage points over three years (exceeding the 35-point trigger for companies with low positive returns), and the five-year gap of 55.1 percentage points also exceeds the applicable threshold, so the underperformance trigger fires for him as an executive director — this vote is independent of the Say on Pay analysis.
Reena Aggarwal has served as a director since November 2016 with full overlap across the underperformance period; the company's three-year total shareholder return trails the peer group median by 47 percentage points (exceeding the 35-point trigger), and the five-year gap of 55.1 percentage points also exceeds the applicable threshold, so the underperformance trigger fires without mitigation.
Frank Connor has served as a director since March 2014 with full overlap across the underperformance period; the company's three-year total shareholder return trails the peer group median by 47 percentage points (exceeding the 35-point trigger), and the five-year gap of 55.1 percentage points also exceeds the applicable threshold, so the underperformance trigger fires without mitigation.
Dasha Smith has served as a director since November 2019 (over 24 months ago) with meaningful overlap across the underperformance period; the company's three-year total shareholder return trails the peer group median by 47 percentage points (exceeding the 35-point trigger), and the five-year gap of 55.1 percentage points also exceeds the applicable threshold, so the underperformance trigger fires without mitigation.
Edmond Villani has served as a director since August 2004 with full overlap across the underperformance period; the company's three-year total shareholder return trails the peer group median by 47 percentage points (exceeding the 35-point trigger), and the five-year gap of 55.1 percentage points also exceeds the applicable threshold, so the underperformance trigger fires without mitigation.
For Analysis
Lisa Dolly joined the board in August 2024, which is within the 24-month new-director exemption period, so she is not subject to the TSR underperformance trigger; no other policy concerns are identified.
Karen Wilson Thissen joined the board in November 2024, which is within the 24-month new-director exemption period, so she is not subject to the TSR underperformance trigger; no other policy concerns are identified.
Seven of nine directors receive an AGAINST vote under the TSR underperformance trigger: CNS delivered a three-year total shareholder return of +7.8% while its disclosed compensation peer group returned a median of +54.8%, a gap of 47 percentage points that exceeds the 35-point policy threshold applicable to companies with low-positive returns. The five-year record (CNS -55.1pp vs. peers) provides no relief. The two newest directors — Lisa Dolly (joined August 2024) and Karen Wilson Thissen (joined November 2024) — are exempt because they joined within the past 24 months. 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 received total compensation of approximately $7.0 million in 2025, of which about 91.5% was variable performance-based pay (cash bonus plus deferred stock awards vesting over four years), well exceeding the 50-60% variable pay threshold; the compensation structure is genuinely performance-linked with multi-year equity deferral, a meaningful clawback policy aligned with NYSE requirements, and overwhelming prior shareholder support of 98.2%. While CNS stock has underperformed its peer group meaningfully over three years, the variable pay level — when benchmarked against a mid-sized asset management firm CEO — does not clearly exceed the +20% individual CEO threshold given the company's strong investment performance metrics (95-99% of portfolios outperforming benchmarks) and revenue growth of 7.5%, so the pay-for-performance misalignment does not rise to a No vote under policy.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,267,500
Non-Audit Fees
$275,705
Non-audit fees (audit-related fees of $253,750 plus tax fees of $17,065 plus other fees of $4,890, totaling $275,705) represent approximately 21.7% of audit fees ($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; Deloitte is a Big 4 firm fully appropriate for a $3.2 billion company; no material restatements are disclosed.
Overall Assessment
The 2026 Cohen & Steers annual meeting presents a three-proposal ballot; the primary governance concern is significant stock underperformance relative to the company's own disclosed compensation peers over three and five years (CNS +7.8% three-year return vs. peer median +54.8%), triggering AGAINST votes for seven of the nine director nominees — all long-tenured directors except the two who joined in late 2024. The auditor ratification and Say on Pay proposals both pass policy screens and receive FOR votes.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing