Silvercrest Asset Management Group Inc

The following table shows the annual compensation of our principal executive officer, principal financial officer and the three next most highly compensated executive officers who were serving as executive officers on December 31, 2023. These officers are referred to in this Proxy Statement as the “named executive officers.”

(1)

Amounts represent guaranteed payments made to our named executive officers.

(2)

Amounts represent cash bonuses earned for the fiscal year and paid out in the following year.

(3)

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718, or ASC 718, associated with restricted stock units in Silvercrest L.P calculated pursuant to ASC 718. Pursuant to ASC 718, Silvercrest L.P. recognizes compensation expense associated with the granting of equity-based compensation based on the grant-date fair value of the award if it is classified as an equity instrument, and on the changes in settlement amount for awards that are classified as liabilities. Silvercrest L.P.’s restricted stock units are all classified as equity instruments. For additional information regarding the assumptions made in calculating these amounts, see Note 16 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

(4)

Amounts in this column represent the aggregate dollar amount of all other compensation received by the named executive officers. For 2023, amounts for Mr. Hough, consist of cash distributed on account of vested and unvested restricted stock units equal to $96,133, insurance premiums for life and disability insurance benefiting Mr. Hough equal to $1,565, the savings of $1,650 to Mr. Hough for the discounted advisory fee for investment management services on his funds placed in separately managed accounts with the Company and a non-recurring variable compensation payment of $1,667,350 related to the difference between the number of non-qualified stock options granted to Mr. Hough as determined in prior years using the Black-Scholes method inclusive and exclusive of the expected annual dividend yield input. For 2023, amounts for Mr. Gerard consist of cash distributed on account of vested and unvested restricted stock units equal to $8,746, employer-paid car allowances equal to $3,000, insurance premiums for life and disability insurance benefiting Mr. Gerard equal to $1,565, and the savings of $22,491 to Mr. Gerard for the discounted advisory fee for investment management services on his funds placed in separately managed accounts with the Company. For 2023, amounts for Mr. Campbell, consist of cash distributed on account of vested and unvested restricted stock units equal to $1,461, employer-paid car allowances equal to $6,000, insurance premiums for life and disability insurance benefiting Mr. Campbell equal to $1,565, and the savings of $2,868 to Mr. Campbell for the discounted advisory fee for investment management services on his funds placed in separately managed accounts with the Company. For 2023, amounts for Mr. Messina consist of employer-paid car allowances equal to $6,000, insurance premiums for life and disability insurance benefiting Mr. Messina equal to $1,138, and the savings of $37,134 to Mr. Messina for the discounted advisory fee for investment management services on his funds placed in separately managed accounts with the Company. For 2023, amounts for Mr. Gray consist of cash distributed on account of vested and unvested restricted stock units equal to $14,248, employer-paid car allowances equal to $6,000, insurance premiums for life and disability insurance benefiting Mr. Gray equal to $1,565, and the savings of $11,424 to Mr. Gray for the discounted advisory fee for investment management services on his funds placed in separately managed accounts with the Company.

Employment Agreements

We do not have employment agreements with any of our named executive officers except for Messrs. Hough and Gray.

Mr. Hough became party to an employment agreement (the “Hough Employment Agreement”) during 2018. The Hough Employment Agreement has an initial term of three years and after such term, will automatically renew for successive periods of one year, unless terminated by either party with 180 days’ written notice prior to the end of the initial term or any renewal term. During the term of the Hough Employment Agreement, Mr. Hough will receive an annual base salary, payable semi-monthly, subject to the review at least annually by the Company’s board of directors or the compensation committee. Based upon such review, Mr. Hough’s salary may be increased, but may not be decreased unless by mutual consent or pursuant to a decrease affecting all senior executives of the Company equally. Mr. Hough will also receive an annual cash bonus in an amount determined by the compensation committee in a manner consistent with the Company’s current practice. Commencing in 2019, Mr. Hough will receive an annual grant under the Company’s 2012 Equity Incentive Plan, as amended, in such form and amount as determined by the compensation committee.

Mr. Gray became party to an employment agreement (the “Gray Employment Agreement”) during 2020. The Gray Employment Agreement has an initial term of three years and after such term, will automatically renew for successive periods of one year, unless terminated by either party with 180 days’ written notice prior to the end of the initial term or any renewal term. During the term of the Gray Employment Agreement, Mr. Gray will receive an annual base salary, payable semi-monthly, subject to the review at least annually by the Company’s Chief Executive Officer (“CEO”). Based upon such review, Mr. Gray’s salary may be increased, but not decreased, unless by mutual consent or pursuant to a decrease affecting all senior executives of the Company equally. Mr. Gray will also receive an annual cash bonus in an amount determined in accordance with the formula in the Gray Employment Agreement. Mr. Gray will also be eligible to receive grants under the Company’s 2012 Equity Incentive Plan, as amended, in such form and amount as determined by the CEO.

As limited partners of Silvercrest L.P., pursuant to the terms of the second amended and restated limited partnership agreement with Silvercrest L.P., none of our named executive officers may, while employed and during the one-year period following termination of employment by the employee, without good reason, (i) contact any of our clients or vendors or otherwise solicit any of our clients or vendors to terminate their relationship with us; (ii) accept any business from any of our clients with whom the employee dealt while at our Company; or (iii) hire any of our employees.

Grants of Plan-Based Awards in Fiscal Year 2023

The following table sets forth information relating to restricted stock units and non-qualified stock options in Silvercrest L.P. granted to our named executive officers in 2023.

(1)

These RSUs vest in four equal installments on each of the first, second, third and fourth anniversaries of the grant date.

(2)

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718, or ASC 718, associated with restricted stock units in Silvercrest L.P calculated pursuant to ASC 718. Pursuant to ASC 718, Silvercrest L.P. recognizes compensation expense associated with the granting of equity-based compensation based on the grant-date fair value of the award if it is classified as an equity instrument, and on the changes in settlement amount for awards that are classified as liabilities. Silvercrest L.P.’s restricted stock units are all classified as equity instruments. For additional information regarding the assumptions made in calculating these amounts, see Note 16 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.