Form 4: WisdomTree CEO Jonathan Steinberg Exercises Performance-Based Stock Units, Sells Shares for Tax Obligations

Jonathan Steinberg, CEO of WisdomTree, Inc., exercised performance-based restricted stock units (PRSUs) and sold a portion of the acquired shares to cover withholding taxes on January 27, 2025.

Summary

• On January 27, 2025, Jonathan L. Steinberg, the CEO of WisdomTree, Inc., exercised 387,336 performance-based restricted stock units (PRSUs).
• These PRSUs, granted on January 25, 2022, vested based on WisdomTree's total shareholder return (TSR) relative to a peer group over a three-year period.
• The Relative TSR was measured in the 92nd percentile, resulting in the vesting of 200% of the target number of PRSUs.
• Steinberg disposed of 198,415 shares to cover withholding taxes related to the vesting of the PRSUs.
• Following these transactions, Steinberg directly owns 9,482,991 shares of WisdomTree common stock and indirectly owns 798 shares through a spouse.

Sentiment

Score: 7

Explanation: The document indicates strong performance relative to peers, as evidenced by the 200% vesting of PRSUs. While there is a sale of shares to cover taxes, the overall sentiment is positive due to the performance-based vesting.

Positives

• The vesting of PRSUs at 200% indicates strong performance by WisdomTree relative to its peers over the three-year performance period.

Negatives

• The sale of 198,415 shares to cover withholding taxes, while a normal occurrence, could exert some downward pressure on the stock price.

Risks

• Future vesting of restricted stock awards could lead to further sales of shares to cover tax obligations, potentially impacting the stock price.
• Changes in WisdomTree's TSR relative to its peer group could affect the vesting percentage of future performance-based awards.

Future Outlook

The document does not contain explicit forward-looking statements, but it does mention future vesting dates for restricted stock awards.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership. It reflects the company's performance-based compensation structure and alignment of executive incentives with shareholder returns. Such filings are common in the asset management industry.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded asset management firms like BlackRock, Franklin Resources, and T. Rowe Price.
• The use of TSR relative to a peer group as a vesting condition is also a standard approach to incentivize outperformance.
• The vesting of PRSUs at 200% suggests that WisdomTree's TSR significantly outperformed its peer group over the performance period, which is a positive signal compared to industry benchmarks.

Stakeholder Impact

• Shareholders may view the vesting of PRSUs at 200% as a positive sign of management's alignment with shareholder interests and the company's strong performance.
• Employees may be motivated by the company's performance-based compensation structure.

Next Steps

• Future vesting of restricted stock awards on January 25, 2026, January 25, 2027 and January 25, 2028.
• Continued monitoring of WisdomTree's TSR performance relative to its peer group for future PRSU vesting.

Key Dates