Victory Capital Holdings, Inc.
For the period ended May 7, 2025. Filed Mar 28, 2025.
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May 7, 2025 · Filed Mar 28, 2025
Contents
APPENDIX A
Supplemental Non-GAAP Financial Information
We usenon-GAAP performance measures to evaluate the underlying operations of our business. Due to our acquisitive nature, there are a number of acquisition and restructuring related expenses included in GAAP measures that we believe distort the economic value of our organization and we believe that many investors use this information when assessing the financial performance of companies in the investment management industry. We have included thesenon-GAAP measures to provide investors with the same financial metrics used by management to assess the operating performance of our Company. Thenon-GAAP measures we report are Adjusted EBITDA and Adjusted Net Income.
The following table sets forth a reconciliation from GAAP financial measures tonon-GAAP measures for the periods indicated:
| (in thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Reconciliation of non-GAAP financial measures: | |||
| Net income (GAAP) | $288,864 | $213,157 | $275,511 |
| Income tax expense | (84,892) | (62,751) | (74,522) |
| Income before income taxes | 373,756 | $275,908 | $350,033 |
| Interest expense(1) | 60,799 | 57,820 | 41,024 |
| Depreciation(2) | 8,959 | 8,842 | 8,045 |
| Other business taxes(3) | 1,525 | 1,707 | 2,118 |
| Amortization of acquisition-related intangible assets(4) | 21,217 | 32,805 | 35,160 |
| Share-based compensation(5) | 4,246 | 6,496 | 10,143 |
| Acquisition, restructuring and exit costs(6) | 1,735 | 28,982 | (28,722) |
| Debt issuance costs(7) | 3,385 | 5,394 | 5,620 |
| Losses from equity method investments(8) | 825 | ||
| Adjusted EBITDA | $475,622 | $417,954 | $424,246 |
| (in thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Reconciliation of non-GAAP financial measures: | |||
| Net income (GAAP) | $288,864 | $213,157 | $275,511 |
| Adjustments to reflect the operating performance of the Company: | |||
| i. Other business taxes(3) | 1,525 | 1,707 | 2,118 |
| ii. Amortization of acquisition-related intangible assets(4) | 21,217 | 32,805 | 35,160 |
| iii. Share-based compensation(5) | 4,246 | 6,496 | 10,143 |
| iv. Acquisition, restructuring and exit costs(6) | 1,735 | 28,982 | (28,722) |
| v. Debt issuance costs(7) | 3,385 | 5,394 | 5,620 |
| Tax effect of above adjustments(9) | (8,028) | (18,847) | (6,080) |
| Adjusted Net Income | $312,944 | $269,694 | $293,750 |
| Tax benefit of goodwill and acquired intangibles(10) | $40,171 | $38,252 | $37,490 |
Adjustments made to GAAP Net Income to calculate Adjusted EBITDA and Adjusted Net Income, as applicable, are:
| (1) | Adding back interest paid on debt and other financing costs, net of interest income. |
| (2) | Adding back depreciation on property and equipment. |
| (3) | Adding back other business taxes. |
| (4) | Adding back amortization expense on acquisition-related intangible assets. |
| (5) | Adding back share-based compensation associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of equity grants related to the initial public offering (the “IPO”). |
| (6) | Adding back direct incremental costs of acquisitions, including restructuring costs. |
| (7) | Adding back debt issuance cost expense. |
| (8) | Adjusting for losses (earnings) on equity method investments. |
| (9) | Subtracting an estimate of income tax expense applied to the sum of the adjustments above. |
| (10) | Represents the tax benefits associated with deductions allowed for intangibles and goodwill generated from acquisitions in which we received a step-up in basis for tax purposes. Acquired intangible assets and goodwill may be amortized for tax purposes, generally over a 15-year period. The tax benefit from amortization on these assets is included to show the full economic benefit of deductions for all acquired intangibles with a step-up in tax basis. Due to our acquisitive nature, tax deductions allowed on acquired intangible assets and goodwill provide us with a significant economic benefit. |
15935 LA CANTERA PARKWAY
SAN ANTONIO, TX 78256
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 6, 2025 for shares held directly and by 11:59 P.M. ET on May 1, 2025 for shares held in a plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go towww.virtualshareholdermeeting.com/VCTR2025
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 6, 2025 for shares held directly and by 11:59 P.M. ET on May 1, 2025 for shares held in a plan. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
| V66842-P25002 | KEEP THIS PORTION FOR YOUR RECORDS |
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| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
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VICTORY CAPITAL HOLDINGS, INC.
The Board of Directors recommends you vote FOR the following:
| 1. Election of Class I Directors | ||||||
|---|---|---|---|---|---|---|
| Nominees: | For | Against | Abstain | |||
| 1a. Lawrence Davanzo | ☐ | ☐ | ☐ | |||
| 1b. Robert V. Delaney, Jr. | ☐ | ☐ | ☐ | |||
| 1c. Karin Hirtler-Garvey | ☐ | ☐ | ☐ | |||
| The Board of Directors recommends you vote FOR the following proposals: | For | Against | Abstain | |||
| 2. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. | ☐ | ☐ | ☐ | |||
| 3. A non-binding advisory vote to approve the compensation of our named executive officers. | ☐ | ☐ | ☐ | |||
| NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | ||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
| Signature [PLEASE SIGN WITHIN BOX] Date | Signature (Joint Owners) Date |
|---|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.
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V66843-P25002
Annual Meeting of Stockholders
Wednesday May 7, 2025 8:00 A.M. ET
This proxy is solicited by the Board of Directors
The undersigned hereby appoints, with full power of substitution to each MICHAEL D. POLICARPO and NINA GUPTA, the power as proxy to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Stockholders of Victory Capital Holdings, Inc. to be held on Wednesday, May 7, 2025, at 8:00 A.M. ET virtually at www.virtualshareholdermeeting.com/VCTR2025 and any adjournments or postponements thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
Continued and to be signed on reverse side
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.