Westwood Holdings Group (WHG) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 30, 2025, with four key proposals for shareholder vote, including director elections, auditor ratification, stock incentive plan approval, and a say-on-pay advisory vote.

• The company reported $17.6 billion in assets for 2024, a $1 billion increase from 2023, and a 6% rise in total revenues to $94.7 million, with a comprehensive income of $2.2 million.

• Strategic highlights include successful ETF launches, a rebranding initiative, and strong investment performance across multiple strategies.

• The board and management emphasize a pay-for-performance compensation philosophy, robust risk oversight, and a strong ESG commitment.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying BDO USA, P.C. as auditors, approving the Eleventh Amended and Restated Stock Incentive Plan, and a non-binding advisory vote on executive compensation.

• The board recommends voting “FOR” all proposals.

• Only shareholders of record as of March 3, 2025, are eligible to vote; detailed procedures for proxy voting and revocation are provided.

Board of directors and corporate governance

• The board consists of six directors, with a supermajority of independent members and three fully independent committees: Audit, Compensation and Human Capital, and Governance/Nominating.

• All directors attended 2024 meetings; a new independent Chairman will be appointed at the 2025 meeting.

• The board has adopted age and tenure limits, regular evaluations, and a Director Emerita/us position.

• Stockholder communications and director nomination procedures are clearly outlined.