GCM GROSVENOR INC CLASS A (GCMG)
Sector: Financials
2026 Annual Meeting Analysis
GCM GROSVENOR INC CLASS A · Meeting: June 9, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
The stock's 3-year return of +55% is well above zero and the gap versus the XLF benchmark is only -10.7 percentage points, far below the 65-point threshold required to trigger a vote against; no overboarding, attendance, or independence concerns apply to this executive director.
The TSR underperformance trigger does not fire (gap of -10.7pp vs. the 65pp threshold for strong-positive absolute returns), and Mr. Levin shows no overboarding, attendance, or qualification concerns.
TSR trigger does not apply (gap well below 65pp threshold); Ms. Blanton is independent, serves on the audit committee with disclosed financial expertise as a former CFO, and met the 75% attendance requirement.
TSR trigger does not apply; Dr. Cornelli is independent, is designated an audit committee financial expert, and attended at least 75% of meetings with no overboarding or qualification concerns.
Mr. Helfand joined the board in February 2025, which is within the 24-month new-director exemption window, so the TSR trigger is not applied; he is independent, chairs the audit committee, and is designated an audit committee financial expert.
TSR trigger does not apply (gap of -10.7pp vs. the 65pp threshold); Mr. Malkin has relevant alternative asset management experience and met the 75% attendance requirement.
TSR trigger does not apply; Mr. Scott is the Lead Independent Director, is an audit committee member, attended at least 75% of meetings, and brings extensive public-company board experience.
All seven director nominees receive a FOR vote. The company's 3-year stock return of +55% is solidly positive, and the gap versus the XLF benchmark of -10.7 percentage points is far below the 65-point threshold required to trigger a vote against any director at this absolute return level. No overboarding, attendance below 75%, independence, familial relationship, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Michael J. Sacks
Total Comp
$6,265,398
Prior Support
91%%
The CEO's total compensation of $6.27 million consists almost entirely of base salary ($4.54 million) plus perquisites (primarily aircraft use), with no equity awards granted in 2025; while this means the pay mix is heavily fixed, it reflects the proxy's explicit disclosure that Mr. Sacks' economic alignment with shareholders comes primarily through his ~70% economic ownership stake in the business rather than through equity grants, which is a disclosed and consistent structural feature rather than a governance failure. The prior Say on Pay vote received 91% support, well above the 70% threshold, and no material changes in structure were needed. Business performance in 2025 was strong — GAAP net income up 143%, fee-related earnings up 11%, and AUM reaching a record $90.9 billion — providing reasonable justification for the modest year-over-year increase in CEO compensation.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,627,000
Non-Audit Fees
$1,342,000
Non-audit fees (audit-related fees of $284K plus tax fees of $1,058K, totaling $1,342K) represent approximately 51% of audit fees of $2,627K, which is just above the 50% threshold; however, the 'All Other Fees' of $419K in 2024 (due diligence on a one-time transaction) are absent in 2025, indicating the elevated ratio is not driven by a recurring advisory relationship but rather by standard tax compliance work, and the ratio is only marginally above the threshold. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot be fired per policy. Ernst & Young is a Big 4 firm fully appropriate for a company of this size, and no material restatements were identified.
Overall Assessment
This is a straightforward annual meeting ballot with two standard proposals — director elections and auditor ratification — and an advisory Say on Pay vote that was not formally listed as a separate numbered proposal in the filing but is implied by the compensation discussion; all proposals receive a FOR vote. The company's strong 3-year stock performance, solid 2025 business results, high prior Say on Pay support, and clean audit fee profile present no material governance concerns requiring a vote against any item.