Sector: Financials
COHEN & STEERS INC · Meeting: April 30, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Martin Cohen has served as a director since 2004, giving him full overlap with the 3-year underperformance period during which CNS trailed its compensation peer group median by 47.0 percentage points (well above the 35-point trigger for companies with low-positive absolute returns); the 5-year check also fails at -55.1pp versus the same 35pp threshold (based on 5yr absolute TSR of 11.6%, still in the low-positive band), so no long-term mitigant applies.
Robert Steers has served as a director since 2004 and as executive chairman, giving him full overlap with the underperformance period; CNS trailed its peer group median by 47.0 percentage points over three years (trigger threshold: 35pp), and the 5-year check at -55.1pp also fails, meaning there is no longer-term track record to offset the recent shortfall.
Joseph Harvey has served as a director since August 2019 and as CEO since 2022, covering the full 3-year underperformance window; CNS trailed its peer group median by 47.0 percentage points over three years (trigger: 35pp), and the 5-year check at -55.1pp versus peers also fails, so the policy's director TSR trigger applies to him as an executive director independent of the Say on Pay vote.
Reena Aggarwal has served as a director since November 2016, giving her full overlap with the 3-year underperformance period; CNS trailed its peer group median by 47.0 percentage points (trigger: 35pp), and the 5-year check at -55.1pp also fails, leaving no long-term mitigant.
Frank Connor has served as a director since March 2014, covering the full underperformance period; CNS trailed its peer group median by 47.0 percentage points over three years (trigger: 35pp), and the 5-year check at -55.1pp versus peers also fails, so the trigger applies without mitigation.
Dasha Smith has served as a director since November 2019, giving her full overlap with the 3-year underperformance period; CNS trailed its peer group median by 47.0 percentage points over three years (trigger: 35pp), and the 5-year check at -55.1pp also fails, leaving no long-term mitigant.
Edmond Villani has served as a director since August 2004, covering the full underperformance window; CNS trailed its peer group median by 47.0 percentage points over three years (trigger: 35pp), and the 5-year check at -55.1pp versus peers also fails, so no mitigating long-term track record exists.
For Analysis
Lisa Dolly joined the board in August 2024, which is less than 24 months before the 2026 annual meeting; under policy, directors who joined within the past 24 months are exempt from the TSR underperformance trigger, giving her reasonable time to contribute before being held accountable for prior-period stock performance.
Karen Wilson Thissen joined the board in November 2024, less than 24 months before the meeting date; the policy's new-director exemption applies, so she is not held accountable for stock underperformance that predates her joining the board.
Seven of nine director nominees are voted AGAINST because CNS's 3-year stock return of +7.8% trailed the compensation peer group median by 47.0 percentage points, well above the 35-point trigger that applies when a company's absolute return falls in the low-positive (0–20%) range; the 5-year check at -55.1pp versus peers also fails the same threshold, so no long-term mitigant reduces the votes to FOR. The two newest directors — Lisa Dolly (joined August 2024) and Karen Wilson Thissen (joined November 2024) — are exempt because they joined within the past 24 months.
CEO
Joseph Harvey
Total Comp
$6,991,951
Prior Support
98.20%%
CEO Joseph Harvey's total reported compensation of approximately $6.99 million is within a reasonable range for a CEO of a $3.2 billion asset management firm, with 91.5% of his pay in variable annual performance incentives and 73.2% delivered as deferred stock awards that vest over four years — well above the 50–60% variable pay threshold the policy requires. The prior year's Say on Pay vote received 98.20% support, indicating strong shareholder endorsement of the pay structure, and the company has a formal clawback policy that meets post-Dodd-Frank requirements. While CNS's stock has underperformed peers over three years, the pay-for-performance alignment check does not trigger a No vote here because the compensation structure uses meaningful long-term equity incentives tied to multi-year vesting rather than easily manipulated short-term metrics, and the overall pay level is not flagrantly above benchmark for this market cap and sector.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,267,500
Non-Audit Fees
$275,805
Non-audit fees (audit-related fees of $253,750 plus tax fees of $17,065 plus other fees of $4,990, totaling approximately $275,805) represent about 21.8% of audit fees of $1,267,500, comfortably below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; Deloitte is a Big 4 firm appropriate for a $3.2 billion company, and no material financial restatements are noted.
The 2026 Cohen & Steers annual meeting features three standard proposals; the dominant issue is significant stock underperformance — CNS trailed its disclosed compensation peer group by 47 percentage points over three years — which triggers AGAINST votes on seven of nine director nominees under the policy's TSR underperformance framework, with only the two directors who joined within the last 24 months receiving FOR votes. The Say on Pay and auditor ratification proposals both pass policy screens and receive FOR determinations.
8 companies disclosed in 2026 proxy filing
