DEF: Westwood Holdings Group Sets 2026 Annual Meeting Agenda

Westwood Holdings Group, Inc. announces its 2026 Annual Meeting of Stockholders, detailing proposals for director elections, auditor ratification, a new stock incentive plan, and executive compensation advisory vote, alongside strong 2025 financial and strategic performance.

Summary

• The 2026 Annual Meeting of Stockholders will be held virtually on Thursday, April 30, 2026, at 10:00 a.m., Central Time.
• Stockholders will vote on the election of six directors, the ratification of BDO USA, P.C. as independent auditors for 2026, and the approval of the Twelfth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan.
• A non-binding, advisory vote on the Company's executive compensation for 2025 will also be held.
• For 2025, total firm assets under management and advisement (AUM/AUA) remained consistent at $17.4 billion.
• Total Revenues in 2025 were $97.8 million, a 3% increase from 2024.
• Net Income attributable to Westwood significantly increased by 219% to $7.1 million in 2025, up from $2.2 million in 2024.
• Diluted earnings per share (EPS) for 2025 was $0.79, compared to $0.26 in 2024.
• Non-GAAP Economic Earnings increased 105% to $14.3 million, or $1.61 per share, in 2025.
• The company's stock price (NYSE: WHG) rose 13.7% in 2025 to $17.21, achieving a 77% total return over the last three years.
• Westwood maintains a strong financial position with approximately $44.1 million in cash and liquid investments and no debt as of December 31, 2025.
• Strategic highlights include 36% gross sales growth in the Institutional channel and 32% in the Intermediary channel, marking the strongest annual performance in several years.
• The ETF platform reached $200 million in assets, with the successful launch of a new Enhanced Income Opportunity ETF (YLDW) and strong performance from existing energy ETFs.
• The Private Capital Platform closed Westwood Energy Secondaries Fund II (WES II) with over $300 million in capital commitments, doubling its fundraising goal.
• The Wealth & Trust business is transitioning to a high-touch Multi-Family Office (MFO) model to enhance client services and growth opportunities.
• Several investment strategies, including Enhanced Balanced, Income Opportunity, Multi-Asset Income, Alternative Income, and both Enhanced Midstream and Energy Income ETFs, outperformed their primary benchmarks in 2025.
• The proposed Twelfth Amended and Restated Stock Incentive Plan seeks to add 200,000 shares, increasing the total available for issuance to 7,148,100, to support talent attraction and retention.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive update, reflecting significant financial growth, successful strategic initiatives in key business segments, and a commitment to robust corporate governance and talent retention through its compensation plans.

Positives

• Total Revenues increased 3% to $97.8 million in 2025, up from $95.0 million in 2024.
• Net Income attributable to Westwood surged 219% to $7.1 million in 2025, compared to $2.2 million in 2024.
• Diluted earnings per share (EPS) significantly improved to $0.79 in 2025 from $0.26 in 2024.
• Non-GAAP Economic Earnings increased 105% to $14.3 million, or $1.61 per share, in 2025, up from $7.0 million, or $0.82 per share, in 2024.
• The company's stock price (NYSE: WHG) rose 13.7% in 2025 to $17.21, contributing to a 77% total return over the last three years.
• A strong financial position is maintained with approximately $44.1 million in cash and liquid investments and no debt as of December 31, 2025.
• Gross sales growth in the Institutional channel was 36% in 2025, and the Intermediary channel reported 32% full-year sales growth, representing the strongest annual performance in several years.
• The ETF platform reached $200 million in assets in 2025, with the successful launch of a new Enhanced Income Opportunity ETF (YLDW).
• Westwood Energy Secondaries Fund II (WES II) and two co-investment vehicles closed with over $300 million in capital commitments, doubling the fundraising goal.
• Managed Investment Solutions (MIS) secured its first large institutional account and a second new mandate in 2025.
• The Wealth & Trust business is strategically transitioning to a high-touch Multi-Family Office (MFO) model to align with industry trends and deepen client relationships.
• Several investment strategies, including Enhanced Balanced, Income Opportunity, Multi-Asset Income, Alternative Income, and both Enhanced Midstream and Energy Income ETFs, beat their primary benchmarks in 2025.
• U.S. Value SMidCap ranked in the top third of funds over the past three-year period, and Credit Opportunities ranked in the top decile among peers over both the last threeand five-year periods.
• CEO Brian Casey conducted a 'Clients First Initiative,' meeting with nearly all largest clients to gather invaluable feedback.
• Westwood was named Pensions & Investments Best Places to Work in 2025 for the 11th consecutive year, indicating strong employee satisfaction and culture.
• The executive compensation program is structured with a significant portion of pay 'at risk' (average 70% for NEOs) and aligns with performance achievements, without providing perquisites to executives not available to all employees.

Risks

• The CHC Committee continuously evaluates compensation policies and practices, including incentive awards, to determine if they present a material risk to the Company, utilizing various mitigating factors.
• The Audit Committee is responsible for evaluating the adequacy and effectiveness of cybersecurity testing and policies, indicating ongoing cybersecurity risks.
• The Board's risk oversight function covers operational, financial, legal and regulatory, AI, cybersecurity, ESG, and strategic risks, highlighting the broad spectrum of potential challenges.
• The CHC Committee acknowledges that the company's equity compensation programs have a dilutive effect on stockholders, which must be balanced with the need to compete for talent.

Future Outlook

The company anticipates needing to request additional shares for its Stock Incentive Plan at the 2027 Annual Meeting to accommodate future grants. Its Managed Investment Solutions (MIS) division plans to implement new multi-factor solutions for an institutional client in 2026. The Wealth & Trust business is strategically transitioning to a high-touch Multi-Family Office (MFO) model to capitalize on industry trends and growth opportunities, particularly in Texas, and the ETF platform remains a key area of focus and growth.

Management Comments

• "You are cordially invited to virtually attend the 2026 Annual Meeting of Stockholders of Westwood Holdings Group, Inc."
• "As the Chief Executive Officer of the Company with over 26 years in senior executive roles at Westwood, Mr. Casey brings extensive knowledge of and experience with the Company and its business, as well as valuable leadership and management skills. Mr. Casey has deep knowledge of the Company's operations, strategies, and competitive environment as well as of the asset management as a whole."
• "Our CEO, Brian Casey, traveled throughout the United States to meet with nearly all of our largest clients with assets exceeding $100 million and obtained invaluable feedback on our services and solutions."
• "The CHC Committee welcomes stockholder perspectives on our executive compensation program and will continue to consider future say-on-pay votes carefully when making compensation decisions for our executive officers."

Industry Context

StockSavvy.ai notes that Westwood Holdings Group operates in a highly competitive asset management industry, where attracting and retaining experienced talent is crucial. The company's strategic focus on expanding its ETF platform, particularly in energy and real asset products, aligns with broader market trends seeking income and diversification. The successful fundraising for its private capital platform, doubling its goal, indicates strong investor appetite for specialized alternative investments. The transition of its Wealth & Trust business to a Multi-Family Office model reflects an industry shift towards more personalized, high-touch services for ultra-high-net-worth clients. The company's consistent recognition as a 'Best Place to Work' suggests a strong internal culture, which is a competitive advantage in talent retention.

Comparison to Industry Standards

• The CHC Committee utilizes Aons Radford McLagan 2025 Investment Management Survey U.S., which includes data from approximately 320 public and private investment firms, to ensure executive pay levels remain competitive, focusing on firms with AUM between $15 billion and $34.9 billion.
• Westwood's U.S. Value SMidCap fund ranked in the top third of funds over the past three-year period, demonstrating competitive performance.
• The Income Opportunity fund achieved a top-decile ranking versus its peers since inception, indicating superior long-term performance.
• The Credit Opportunities fund ranked in the top decile among peers over both the last threeand five-year periods, highlighting strong relative performance.
• Westwood was named Pensions & Investments Best Places to Work in 2025 for the 11th year, suggesting a leading position in employee satisfaction and workplace culture within the financial services industry.

Management Changes

Corporate Governance

Related Party Transactions

• The Company earned $228,000 in revenues from GAMCO Investors, Inc., an affiliate of a beneficial owner, during fiscal year 2025 for sub-advisory services.
• Certain directors, executive officers, and their affiliates invest personal funds directly in accounts managed by Westwood subsidiaries, receiving preferred fee rates consistent with other select clients.

Stakeholder Impact

• Shareholders: Will vote on key governance matters, including director elections, auditor ratification, and the stock incentive plan. Benefit from strong financial performance, stock price appreciation, and dividends. Potential for dilution from the stock incentive plan is acknowledged and managed.
• Employees: Benefit from competitive compensation, long-term equity awards, 401(k) matching, and profit-sharing contributions. The proposed stock incentive plan is crucial for attracting, motivating, and retaining key talent. The company's recognition as a 'Best Place to Work' indicates a positive work environment.
• Clients: Benefit from strong investment performance across various strategies, expanded ETF offerings, and customized Managed Investment Solutions. The transition to a high-touch Multi-Family Office model aims to enhance service for ultra-high-net-worth clients. The 'Clients First Initiative' demonstrates a commitment to client feedback.
• Management: Compensation is directly tied to company and individual performance, with a significant portion of pay 'at risk,' aligning their interests with company success and shareholder value creation.
• Regulatory Authorities: The company demonstrates compliance with SEC and NYSE rules through detailed disclosures and adherence to corporate governance standards, including risk oversight and ethical conduct policies.

Next Steps

• Hold the 2026 Annual Meeting of Stockholders virtually on April 30, 2026.
• Stockholders to vote on the election of six directors to hold office until the next annual meeting.
• Stockholders to vote on the ratification of BDO USA, P.C. as independent auditors for the year ending December 31, 2026.
• Stockholders to vote on the approval of the Twelfth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan.
• Stockholders to cast a non-binding, advisory vote on the Company's executive compensation.
• Managed Investment Solutions (MIS) will implement solutions in U.S. Multi-Factor, Developed Ex-U.S. Multi-Factor and Emerging Market Multi-Factor for an institutional client in 2026.
• The CHC Committee plans to request additional shares for the Stock Incentive Plan on an annual basis to accommodate anticipated grants related to hiring, retention, and promotion of employees.
• The CHC Committee will continue to consider future say-on-pay votes carefully when making compensation decisions for executive officers.
• Stockholders may present proper proposals for inclusion in the 2027 proxy statement by submitting them to the Corporate Secretary between December 31, 2026, and January 30, 2027.
• Stockholders intending to solicit proxies in support of director nominees must provide notice by March 1, 2027, following SEC Rule 14a-19 procedures.

Key Dates

Recommendation

The filing details strong financial and strategic performance for 2025, including significant increases in net income and EPS, robust sales growth, and successful capital raising for private funds. The company also demonstrates sound corporate governance practices and a commitment to talent retention. However, as a definitive proxy statement, it primarily reports on past performance and outlines routine annual meeting proposals rather than announcing new, forward-looking catalysts. While the results are positive, they are largely historical and likely already factored into the current stock price. The proposed stock incentive plan, while necessary for talent, also introduces potential dilution. Therefore, a 'hold' recommendation is appropriate for investors to observe continued execution of strategic initiatives and future growth drivers.

Keywords

Westwood Holdings Group, WHG, Proxy Statement, Annual Meeting, Executive Compensation, Stock Incentive Plan, Corporate Governance, Asset Management, Financial Performance, AUM, AUA, ETFs, Private Capital, Wealth Management, Risk Oversight, Director Election, Auditor Ratification, Shareholder Vote, ESG