Form 4: Victory Capital Holdings Director Richard M. DeMartini Acquires Shares in Lieu of Fees

Director Richard M. DeMartini acquired 501 shares of Victory Capital Holdings, Inc. common stock in lieu of director fees and holds a significant indirect ownership position.

Summary

• On October 10, 2024, Richard M. DeMartini, a director of Victory Capital Holdings, Inc., acquired 501 shares of common stock at $57.3 per share.
• These shares were issued in lieu of quarterly director fees and fees for serving as chairperson of the Nominating, Governance and Sustainability Committee.
• Following the transaction, Mr. DeMartini directly owns 12,551 shares and indirectly owns 643,532 shares through a family trust.
• The family trust, The DeMartini 2018 Childrens Trust, holds shares received from DeMartini Investors, L.P., with Mr. DeMartini's spouse as trustee and Mr. DeMartini having investment control.
• Mr. DeMartini disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. A director taking equity in lieu of cash is generally seen as a good sign, indicating confidence in the company's prospects. However, the transaction is relatively small and routine.

Positives

• Director's decision to take equity in lieu of cash compensation demonstrates confidence in the company's future.
• The director has a significant ownership stake in the company.

Industry Context

Directors accepting stock in lieu of cash compensation is a common practice, especially in smaller or growth-oriented companies, as it aligns their interests with those of shareholders and conserves cash.

Comparison to Industry Standards

• Comparing Victory Capital Holdings to asset management peers like BlackRock or T. Rowe Price, director compensation structures vary, but equity-based compensation is a common component.
• The amount of equity received in lieu of fees is relatively small compared to the overall market capitalization of Victory Capital Holdings, suggesting it's more of a symbolic gesture of alignment than a major financial event.

Stakeholder Impact

• The transaction has a minimal direct impact on stakeholders.
• It reinforces the alignment of director interests with shareholder value.

Key Dates