Filed by the Registrant
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Filed by a Party other than the Registrant
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☐
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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AssetMark Financial Holdings, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Date:
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Monday, June 7, 2021
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Time:
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1:00 p.m., Pacific Time
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Virtual Meeting:
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www.virtualshareholdermeeting.com/AMK2021
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Items of Business:
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At the Annual Meeting, the stockholders will vote on the following matters:
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1.
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To elect to the Company’s three nominees, Ms. Patricia Guinn, Ms. Ying Sun and Mr. Joseph Velli, to the Board of Directors to serve as Class II directors, each for a three-year term expiring at the 2024 Annual Meeting of
Stockholders and until their successors are elected and qualified.
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2.
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To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as AssetMark’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
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3.
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To consider and take action upon any other business that may properly come before the Annual Meeting.
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Page
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Summary Information
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1
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Questions and Answers About the Proxy Materials and the Annual Meeting
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3
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Proposal 1 Election of Directors
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11
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Board Composition
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11
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Director Nominees
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11
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Continuing Directors
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13
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Information Regarding the Board of Directors and Corporate Governance
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16
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Director Independence
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16
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Leadership Structure
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16
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Role of the Board of Directors in Risk Oversight
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17
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Corporate Governance Guidelines, Corporate Standards and Code of Business Conduct and Ethics
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17
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Meetings of the Board of Directors and Attendance
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17
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Committees of the Board of Directors
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18
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Communications with the Board of Directors
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23
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Anti-Hedging and Anti-Pledging Policy
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23
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Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm
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24
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Principal Accountant Fees and Services
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24
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Pre-Approval Policies and Procedures
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24
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Report of the Audit Committee
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25
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Executive Officers
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26
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Security Ownership of Certain Beneficial Owners and Management
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28
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Delinquent Section 16(A) Reports
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29
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Legal Proceedings
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29
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Executive Compensation
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30
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Summary Compensation Table
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30
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Employment, Severance and Change in Control Agreements
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31
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Outstanding Equity Awards at Fiscal Year End
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35
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Director Compensation
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36
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Equity Compensation Plan Information
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38
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2019 Equity Incentive Plan
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38
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Certain Relationships and Related Person Transactions
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40
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Policies and Procedures for Related Person Transactions
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40
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Certain Related Party Transactions
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40
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Householding of Proxy Materials
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43
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Other Matters
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44
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Stockholder Proposals for Next Year’s Annual Meeting
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44
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Availability of Annual Report on Form 10-K and SEC Filings
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44
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Submit your proxy or
voting instructions by
internet
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Submit your proxy or
voting instructions by
telephone
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Submit your proxy or
voting instructions by
mail
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Submit your vote online
during the meeting
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Go to www.proxyvote.com
and enter the 16-digit
control number provided on
your proxy card, voting
instruction form or Notice
of Internet Availability of
Proxy Materials
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Call the number on your
proxy card or voting
instruction form. You will
need the 16-digit control
number provided on your
proxy card, voting
instruction form or Notice
of Internet Availability of
Proxy Materials
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Complete, sign and date
the proxy card or voting
instruction form and mail it
in the accompanying pre-
addressed, postage-paid
envelope
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See the instructions in the
section captioned
“Webcast” above regarding
attendance at our virtual
Annual Meeting to vote
online. You will need the
16-digit control number
provided on your proxy
card, voting instruction
form or Notice of Internet
Availability of Proxy
Materials
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Agenda Item
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Board Recommendation
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Page
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Proposal 1: Election of the Company’s Class II director nominees specified in this Proxy Statement
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FOR ALL NOMINEES
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11
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Proposal 2: Ratification of selection of KPMG LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2021
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FOR
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25
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Nominee
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Age
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Director
Since
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Director
Class
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Current Committee Membership
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Patricia Guinn
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66
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2019
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II
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Audit, Compensation
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Ying Sun
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45
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2016
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II
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Compensation, Nominating and Corporate Governance
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Joseph Velli
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63
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2020
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II
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Audit
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Q:
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Why am I receiving these proxy materials?
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A:
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You are receiving these proxy materials because the Board of Directors of AssetMark (the “Board of Directors”) is soliciting your proxy to vote at
AssetMark’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), including any adjournments or postponements thereof, which will take place on Monday, June 7, 2021, at 1:00 p.m., Pacific Time. As an AssetMark stockholder as of
the close of business on April 26, 2021, which is the Record Date fixed by the Board of Directors, you are entitled, and are urged, to vote your shares on the proposals described in this Proxy Statement, and are invited to attend the
Annual Meeting, which will be held online. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy or voting instructions.
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Q:
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What information is contained in the proxy materials?
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A:
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The proxy materials include:
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●
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a notice of the 2021 Annual Meeting of Stockholders;
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● |
the Proxy Statement for the Annual Meeting; and
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our 2020 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2020, including our audited consolidated financial statements for the
year ended December 31, 2020.
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Q:
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Why might I have received a Notice of Internet Availability of Proxy Materials instead of a full set of printed proxy materials?
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A:
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As permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to many of our stockholders
via the internet, rather than mailing printed copies of such materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials (a “Notice”) by mail, you will not receive a printed or email copy of the
proxy materials unless you so request by following the instructions included in the Notice. The Notice also provides instructions on how to access the proxy materials online, how to submit your proxy or voting instructions via the
internet, by telephone or by mail, and how to vote online at the Annual Meeting.
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Q:
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Why did some stockholders not receive a Notice in the mail?
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A:
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Some AssetMark stockholders, including stockholders who previously have requested to receive paper copies of the proxy materials, will receive paper
copies of the proxy materials instead of a Notice. If you received paper copies of the proxy materials, we encourage you to help us save money and reduce the environmental impact of delivering paper proxy materials to stockholders by
signing up to receive all of your future proxy materials electronically.
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Q:
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How do I elect to receive future proxy materials electronically?
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A:
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If you received a paper copy of the proxy materials or a Notice, you may elect to receive future AssetMark proxy materials electronically by
following the instructions on your proxy card or voting instruction form or at www.proxyvote.com. Choosing to receive your future proxy materials electronically will help us conserve natural
resources and reduce the costs of printing and distributing our proxy materials. Your election to receive proxy materials electronically will remain in effect until you terminate it.
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Q:
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How do I access the proxy materials or request a paper or electronic copy if I received a Notice?
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A:
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The Notice you received from AssetMark or your bank, brokerage firm or other nominee provides instructions regarding how to view AssetMark’s proxy
materials for the Annual Meeting online. As explained in the Notice, to view the proxy materials and submit your proxy or voting instructions, you will need to follow the instructions in your Notice and have available your 16-digit
control number contained in your Notice. The Proxy Statement and AssetMark’s 2020 Annual Report, including the Annual Report on Form 10-K for the year ended December 31, 2020, are also available electronically on our website at https://ir.assetmark.com, and the Annual Report on Form 10-K for the year ended December 31, 2020 (including exhibits thereto) is also available at the website maintained by the SEC at www.sec.gov.
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Q:
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May I attend the Annual Meeting? What do I need to do to attend the Annual Meeting?
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A:
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The Annual Meeting will be conducted completely online via the internet. Stockholders may attend and participate in the meeting by visiting www.virtualshareholdermeeting.com/AMK2021. To access the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on your voting instruction form. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login
page.
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Q:
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Why is the Annual Meeting a virtual, online meeting?
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A:
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By conducting our Annual Meeting solely online via the internet, we reduce the cost and environmental impact associated with a physical meeting. In
addition, we anticipate that a virtual meeting will provide greater accessibility for stockholders, encourage stockholder participation from around the world, and improve our ability to communicate more effectively with our
stockholders during the meeting—particularly in light of the COVID-19 pandemic.
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Q:
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What constitutes a quorum for the Annual Meeting?
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A:
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To conduct any business at the Annual Meeting, a quorum must be present in person or represented by valid proxies. The holders of shares of our
common stock representing a majority of the total voting power of all of our outstanding securities generally entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting, except as required by express provision of applicable law, the rules or regulations of The New York Stock Exchange (the “NYSE”), our Certificate of Incorporation (as amended and restated,
our “Certificate of Incorporation) or our Bylaws (as amended and restated, our “Bylaws”). Virtual attendance at our Annual Meeting constitutes “presence” for purposes of quorum at the meeting.
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Q:
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Who is entitled to vote at the Annual Meeting?
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A:
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Holders of record of our common stock as of the close of business on April 26, 2021, which is the Record Date fixed by the Board of Directors, are
entitled to vote their shares at the Annual Meeting. Any stockholder may inspect the complete list of stockholders entitled to vote at the Annual Meeting for any purpose germane to the Annual Meeting for ten days before the Annual
Meeting by contacting investorrelations@assetmark.com. The complete list of stockholders entitled to vote at the Annual Meeting will also be available to any stockholder for examination online during the Annual Meeting. To access the
list during the Annual Meeting, please visit www.virtualshareholdermeeting.com/AMK2021 and enter the 16-digit control number provided on your proxy card, voting instruction form or Notice.
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Q:
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How many shares may be voted at the Annual Meeting?
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A:
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As of the Record Date for the Annual Meeting, 72,459,255 shares of common stock were outstanding and entitled to vote. Each share of common stock is
entitled to one vote on each matter to be voted upon. Stockholders are not permitted to cumulate votes.
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Q:
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What is the difference between a “stockholder of record” and a “beneficial owner”?
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A:
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Whether you are a “stockholder of record” or a “beneficial owner” with respect to your shares of AssetMark common stock depends on how you hold your
shares:
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●
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Stockholder of Record: If you hold shares directly in your name on records maintained by AssetMark’s transfer agent, Computershare Trust
Company, N.A. (“Computershare”), you are considered the “stockholder of record” with respect to those shares, the proxy materials or Notice have been sent directly to you by AssetMark and you may submit a proxy and vote those shares
in the manner described in this Proxy Statement.
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●
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Beneficial Owner: If your shares of common stock are held through a bank, brokerage firm or other nominee, you are considered the
“beneficial owner” of shares held in “street name,” and the proxy materials or Notice are being forwarded to you by your nominee along with a voting instruction form. You may use the voting instruction form to direct your nominee on
how to vote your shares, using one of the methods described on the voting instruction form.
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Q:
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How may I vote my shares at the Annual Meeting?
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A:
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If you hold shares of AssetMark common stock as the stockholder of record, or if you have a valid proxy from the record holder to vote the shares in
street name as a beneficial owner, you have the right to vote those shares at the virtual Annual Meeting. If you choose to do so, please follow the instructions at www.virtualshareholdermeeting.com/AMK2021
to vote or submit questions during the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual
Shareholder Meeting login page.
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Q:
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How may I vote my shares without attending the Annual Meeting?
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A:
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Even if you plan to attend the virtual Annual Meeting, you should submit a proxy or voting instructions before the meeting by the method or methods
below:
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●
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For stockholders who received a Notice by mail: You may access the proxy materials and voting instructions over the internet via the web
address provided in the Notice. To access the materials and to submit your proxy or voting instructions, you will need the 16-digit control number provided in the Notice you received in the mail. You may submit your proxy or voting
instructions by following the instructions in the Notice or on the proxy voting website.
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●
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For stockholders who received the proxy materials by email: You may access the proxy materials and voting instructions over the internet
via the web address provided in the email. To submit your proxy or voting instructions, you will need the 16-digit control number provided in the email. You may submit your proxy or voting instructions by following the instructions in
the email or on the proxy voting website.
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●
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For stockholders who received the proxy materials by mail: You may submit your proxy or voting instructions by following the instructions
provided on the proxy card or voting instruction form. If you submit your proxy or voting instructions via the internet or by telephone, you will need the 16-digit control number provided on the proxy card or voting instruction form.
If you submit your proxy or voting instructions by mail, please complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed, postage-paid envelope.
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Q:
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What is the deadline for submitting a proxy or voting instructions via the internet or by telephone?
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A:
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If you are a stockholder of record, you may submit your proxy via the internet or by telephone until 11:59 p.m. Eastern Time on Sunday, June 6, 2021.
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Q:
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May I revoke my proxy or voting instructions before my shares are voted at the Annual Meeting?
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A:
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Yes. Stockholders generally have the right to revoke their proxy or voting instructions before their shares are voted at the Annual Meeting, subject
to the voting deadlines described in the answer to the immediately preceding question. Your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote at the meeting or file a written notice with the
Corporate Secretary of AssetMark requesting that your prior proxy be revoked, as described below.
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● |
Stockholders of Record: If you are a stockholder of record, you may revoke a proxy by:
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● |
signing another proxy card with a later date and delivering it to an officer of the Company before the Annual Meeting;
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● |
submitting a later proxy via the internet or by telephone before 11:59 p.m. Eastern Time on Sunday, June 6, 2021.
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● |
providing written notice of your revocation to AssetMark’s Corporate Secretary at AssetMark Financial Holdings, Inc., 1655 Grant Street, 10th Floor, Concord, California, 94520,
Attn: Corporate Secretary / Office of the General Counsel (provided, however, that in light of disruptions caused by COVID-19, if you intend to revoke your proxy by providing such written notice, we advise that you also send a copy
via email to investorrelations@assetmark.com); or
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●
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voting online at the Annual Meeting.
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Beneficial Owners: If you are a beneficial owner of shares of common stock held through a bank, brokerage firm or other nominee, you may
submit new voting instructions by:
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● |
submitting new voting instructions in the manner stated on the voting instruction form; or
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● |
voting your shares online at the Annual Meeting.
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Q:
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What does it mean if I receive more than one proxy card or voting instruction form?
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A:
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If your shares of common stock are held in more than one account, you will receive a proxy card or voting instruction form for each account. To
ensure that all of your shares are voted, please follow the instructions you receive for each account to submit a proxy or voting instructions via the internet or by telephone, or by completing, dating, signing and returning your
proxy card or voting instruction form in the pre-addressed, postage-paid envelope provided.
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Q:
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What proposals will be voted on at the Annual Meeting?
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A:
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Stockholders will vote on two proposals at the Annual Meeting:
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Proposal 1 - To elect to the Board of Directors the Company’s three nominees, Ms. Patricia Guinn, Ms. Ying Sun and Mr. Joseph Velli, as
Class II directors, each for a three-year term expiring at the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
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● |
Proposal 2 - To ratify the selection of KPMG as AssetMark’s independent registered public accounting firm for the fiscal year ending
December 31, 2021,
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Q:
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How does the Board of Directors recommend that I vote on these proposals?
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A:
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The Board of Directors unanimously recommends that you vote your shares:
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● |
Proposal 1 - “FOR” the election of the Board’s director nominees.
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● |
Proposal 2 - “FOR” the ratification of the selection of KPMG as AssetMark’s
independent registered public accounting firm for the fiscal year ending December 31, 2021.
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Q:
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How will my shares be voted if I submit my proxy or voting instruction form but do not provide specific voting instructions in the
proxy or voting instruction form I submit?
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A:
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The effect of submitting a proxy or voting instruction form without providing specific voting instructions depends on how you hold your shares.
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●
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Stockholders of Record: If you sign and submit a proxy to AssetMark but do not indicate any voting instructions, your shares will be voted
as follows:
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Proposal 1 - “FOR” the election of the Board’s director nominees.
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● |
Proposal 2 - “FOR” the ratification of the selection of KPMG as AssetMark’s
independent registered public accounting firm for the fiscal year ending December 31, 2021.
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Beneficial Owners: A bank, brokerage firm or other nominee that holds shares of common stock for a beneficial owner will be entitled to
vote those shares without instructions from the beneficial owner on matters that are considered “routine” in nature. The ratification of the selection of KPMG as AssetMark’s independent registered public accounting firm for the fiscal
year ending December 31, 2021 (Proposal 2) is the only proposal to be acted on at the Annual Meeting that is considered “routine.” Unless instructed by the beneficial owner on how to vote, a bank, brokerage firm or other nominee is
not entitled to vote the shares it holds for a beneficial owner on any proposals that are considered “non-routine,” including Proposal 1 (election of directors).
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Q:
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What vote is required to approve each of the proposals?
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A:
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The voting requirements for approval of the proposals at the Annual Meeting, assuming a quorum is present or represented at the meeting, are as
follows:
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Proposal
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Vote required
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Broker discretionary
voting allowed?
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|||||
Proposal 1: Election of directors
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Plurality of votes cast with respect to shares present in person or by proxy and entitled to vote on the election of directors.
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No
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|||||
Proposal 2: Ratification of selection of independent registered public accounting firm
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Affirmative vote of holders of shares representing a majority of the votes cast with respect to shares present and entitled to vote on the proposal.
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Yes
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Q:
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What effect do abstentions and broker non-votes have on the proposals?
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A:
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If your shares are counted as either broker non-votes or abstentions, your shares will be included in the number of shares represented for purposes
of determining whether a quorum is present.
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● |
Abstentions: Abstentions will have no effect on the outcome of the vote for Proposal 1 (election of directors). Abstentions will have the
same effect as a vote against Proposal 2 (ratification of appointment of independent registered public accounting firm).
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● |
Broker non-votes: Broker non-votes will have no effect on the outcome of the vote for Proposal 1. A “broker non-vote” occurs when (1) the
beneficial owner of shares held through a bank, brokerage firm or other nominee in “street name” does not give the nominee specific voting instructions on the matter, (2) the proposal being voted on is a matter that is considered
“non-routine” in nature and (3) there is at least one “routine” proposal being voted on at the same meeting. If you are a beneficial owner of AssetMark common stock and do not submit any voting instructions to your bank, brokerage
firm or other nominee, your nominee may exercise its discretion to vote your shares on Proposal 2, because that proposal is considered “routine.” However, a nominee is not entitled to vote the shares it holds for a beneficial owner on
any “non-routine” proposals, including Proposal 1. Therefore, if you do not provide specific voting instructions to your nominee, your shares will constitute broker non-votes with respect to Proposal 1.
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Q:
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How will the voting power of the common stock held by our controlling stockholder affect the approval of the proposals being voted
on at the Annual Meeting?
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A:
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As of the Record Date for the Annual Meeting, HTSC, our controlling stockholder, held approximately 70.2% of the shares of our outstanding common
stock. By reason of their majority ownership of our outstanding common stock, HTSC has the ability to elect all of the Company’s director nominees and to approve the selection of the appointment of KPMG as AssetMark’s independent
registered public accounting firm for the fiscal year ending December 31, 2021. We expect that HTSC will vote in favor of Proposals 1 and 2.
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Q:
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What happens if additional matters are presented at the Annual Meeting?
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A:
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If you grant a proxy to AssetMark, AssetMark’s proxyholders (listed on your proxy card) will have the discretion to vote your shares on any
additional matters properly presented for a vote at the Annual Meeting. Other than matters and proposals described in this Proxy Statement, as of the date of this Proxy Statement, AssetMark has not received valid notice of any other
business to be acted upon at the Annual Meeting.
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Q:
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Who will count the votes?
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A:
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Broadridge Financial Solutions, Inc., or a representative or agent of Broadridge Financial Solutions, Inc., will tabulate and certify the votes as
the inspector of election for the Annual Meeting.
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Q:
|
Where can I find the voting results of the Annual Meeting?
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A:
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AssetMark will report the voting results by filing a Current Report on Form 8-K with the SEC within four business days after the date of the Annual
Meeting. If the final voting results are not known when AssetMark files such report, it will amend the initial report to disclose the final voting results within four business days of those results becoming known.
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Q:
|
Who will bear the cost of soliciting votes for the Annual Meeting?
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A:
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AssetMark will bear all costs of proxy solicitation. Proxies may be solicited by mail, in person, by telephone, by facsimile, by electronic means or
by advertisements by directors, executive officers and other employees of AssetMark or its subsidiaries, without additional compensation. AssetMark will reimburse banks, brokerage firms and other nominees for their reasonable expenses
to forward proxy materials to beneficial owners.
|
Q:
|
How may I propose matters for inclusion in AssetMark’s proxy materials for the 2022 Annual Meeting of Stockholders or for
consideration at the 2022 Annual Meeting of Stockholders, and what are the deadlines?
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A:
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For information on how to propose matters for inclusion in AssetMark’s proxy materials for the 2022 Annual Meeting of Stockholders or for
consideration at the 2022 Annual Meeting of Stockholders without inclusion in our proxy materials, and for the specification of applicable deadlines, see the section titled “Other Matters—Stockholder Proposals for Next Year’s Annual
Meeting.”
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Q:
|
What are the implications of AssetMark being an “emerging growth company”?
|
A:
|
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For so long as we remain an
emerging growth company, we are permitted, and currently intend, to rely on certain provisions of the JOBS Act that contain exceptions to and exemptions from disclosure and other requirements that otherwise are applicable to companies
that file periodic reports with the SEC. Among other provisions, the JOBS Act permits us to include reduced disclosure regarding executive compensation in this Proxy Statement and our other SEC filings and provides an exemption from
the requirements to hold a non-binding, advisory vote on executive compensation and to obtain stockholder approval of any golden parachute arrangements not previously approved.
|
Q:
|
What is “householding” and how does it affect me?
|
A:
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For information on “householding” of proxy materials and how it may affect you, including how to obtain a separate set of voting materials, see the
section titled “Other Matters—Stockholders Sharing the Same Last Name and Address.”
|
Q:
|
What is the address of AssetMark’s principal executive offices?
|
A:
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The mailing address of our principal executive offices is 1655 Grant Street, 10th Floor, Concord, California, 94520.
|
Q:
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Who can answer my other questions or help me if I need additional assistance?
|
A:
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If you have questions about the Annual Meeting, require assistance submitting your proxy or voting your shares or need additional copies of this
Proxy Statement or the proxy card, please contact AssetMark Investor Relations by email at investorrelations@assetmark.com.
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●
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Class I directors Rohit Bhagat, Bryan Lin and Lei Wang, whose terms will expire at the 2023 Annual Meeting of Stockholders;
|
● |
Class II directors Patricia Guinn, Ying Sun and Joseph Velli, whose terms will expire at this 2021 Annual Meeting of Stockholders; and
|
● |
Class III directors Xiaoning Jiao, Natalie Wolfsen and Yi Zhou, whose terms will expire at the 2022 Annual Meeting of Stockholders.
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Patricia Guinn
Class II Director
Term Expires: 2021 Annual Meeting
Age: 66
Director Since: 2019
Board Committees:
Audit (Chair)
Compensation
|
Ms. Guinn has served on our Board of Directors since 2019. From 1976 to 2019, Ms. Guinn held various positions at Willis Towers Watson (formerly Towers Watson and Towers Perrin), a global advisory, brokerage and solutions company,
including Chief Risk Officer from 2017 to 2019 and Managing Director of the Risk and Financial Services Segment from 2001 to 2015. Ms. Guinn currently serves as a member of the board of directors of Reinsurance Group of America, Inc., a
global life and health reinsurance firm. She also served as a director of Allied World Assurance Company Holdings AG from 2015 to 2017. Ms. Guinn currently serves as an Association Member of Bupa, an international healthcare group, an
Emeritus Trustee of The Actuarial Foundation, a governance fellow of the National Association of Corporate Directors, a fellow of the Society of Actuaries and a member of the American Academy of Actuaries, and is a Chartered Enterprise
Risk Analyst. Ms. Guinn holds a B.A. in Mathematics from Hendrix College.
|
Ms. Guinn is qualified to serve on our Board of Directors because of her significant professional and leadership experience in the advisory and brokerage industries and her
experience as a director of other financial services companies, including as an audit committee member. |
Ying Sun
Class II Director
Term Expires: 2021 Annual Meeting
Age: 45
Director Since: 2016
Board Committees:
Compensation (Chair)
Nominating and Corporate Governance
|
Ms. Sun has served as a member of our Board of Directors since 2016. Ms. Sun currently serves as a Managing Director and Head of Corporate Development of our ultimate controlling
stockholder, HTSC, positions she has held since December 2014. Prior to joining HTSC, she worked in capital markets and cross-border mergers and acquisitions at Citigroup Asia Investment Banking (2013 through 2014) and Deutsche Bank Asia
(2005 to 2012). Ms. Sun currently serves as a director of HIIHL, a subsidiary of HTSC, our ultimate controlling stockholder. She has held this directorship since 2016. Ms. Sun holds a Bachelor’s degree in Economics from Peking University.
|
Ms. Sun is qualified to serve on our Board of Directors based on her five years of experience as a member of our Board of Directors and her professional knowledge of the financial
industry acquired through her experience at Citigroup Asia and Deutsche Bank Asia. |
|
Joseph Velli
Class II Director
Term Expires: 2021 Annual Meeting
Age: 63
Director Since: 2020
Board Committees:
Audit
|
Mr. Velli has served on our Board of Directors since 2020. Mr. Velli served as Senior Executive Vice President of The Bank of New York Mellon from 1984 to 2006, and as a member of The Bank of New York Mellon’s Senior Policy Committee.
Mr. Velli currently serves as a member of the boards of directors of Paychex, Inc. (since 2007), Computershare Limited (since 2014), Cognizant Technology Solutions Corp. (since 2017), and Foreside Financial Group, LLC (since 2017), and
previously served as a member of the boards of directors of Scivantage Inc. (from 2016 to 2018) and E*Trade Financial Corporation (from 2010 to 2014). Mr. Velli also currently serves as a member of the Advisory Council of Lovell Minnick
Partners LLC and as a member of the Board of Trustees of William Paterson University of New Jersey. Mr. Velli also served as the Chairman and CEO of Convergex Group from 2006 to 2013, and as a member of the board until 2014. Mr. Velli
holds a B.A. in accounting from William Paterson University of New Jersey and a Master of Business Administration degree from Fairleigh Dickinson University.
|
Mr. Velli is qualified to serve on our Board of Directors because of his significant professional and leadership experience as an executive with several financial services firms
and his experience as a director of other financial services companies. |
Rohit Bhagat
Class I Director
Term Expires: 2023 Annual Meeting
Age: 57
Director Since: 2017
Board Committees:
Audit
Nominating and Corporate Governance
(Chair)
|
Mr. Bhagat has served on our Board of Directors since 2017. Mr. Bhagat was a Senior Partner at The Boston Consulting Group from 1992 to 2005, Global Chief Operating Officer of Barclays Global Investors from 2005 to 2009 and Chairman,
Asia Pacific of BlackRock, Inc. from 2009 to 2012. Mr. Bhagat currently serves on the boards of Axis Bank Ltd. (since 2013) as Chair of the Nominating and Governance Committee and the M&A Committee and as member of the Risk Management
Committee, Franklin Templeton ETF Trust (since 2016) as Chair of the Audit Committee and a member of the Nominating Committee and Flipkart Pvt. Ltd. (since 2019). He also serves as a Senior Advisor to B Capital Group (since 2017). Mr.
Bhagat received a B. Tech. (Mechanical Engineering) degree (with distinction) from the Indian Institute of Technology, Delhi, an M.Sc. (Engineering) from the University of Texas at Austin and an M.B.A. (with honors) from the Kellogg
School at Northwestern University.
|
Mr. Bhagat is qualified to serve on our Board of Directors because of his significant corporate governance experience, including his tenure as a member of our Board of Directors and decade of experience serving as a director of other
companies (including service on audit, risk management, nomination, compensation and mergers and acquisitions committees), his extensive experience in financial services and financial technology as a business leader, investor and advisor,
his knowledge of the financial services industry, his experience working with regulators in multiple jurisdictions while at Barclays and BlackRock and his education in finance, marketing, strategy and managerial economics.
|
|
Bryan Lin
Class I Director
Term Expires: 2023 Annual Meeting
Age: 51
Director Since: 2019
Board Committees:
Compensation
|
Mr. Lin has served on our Board of Directors since 2019. Mr. Lin is currently the CEO of Huatai Securities (USA), Inc., a wholly owned U.S.-based indirect subsidiary of HTSC, a position he has held since March 2018. Prior to joining
Huatai Securities (USA), Inc., Mr. Lin spent over eleven years, from 2006 to 2017, as a senior private equity investment professional with The Carlyle Group in the United States. Prior to joining The Carlyle Group, Mr. Lin spent over nine
years, from 1997 to 2006, as an investment banker with Citigroup, where he focused on financial advisory and capital raising for clients in the United States. Mr. Lin started his career as a banking analyst at the Federal Reserve Bank of
New York, where he spent two years working in the areas of bank supervision and regulation. Mr. Lin served on the board of directors at several portfolio companies of The Carlyle Group, serving on various executive, audit and compensation
committees. Mr. Lin holds a B.S. in Business Management from the State University of New York at Binghamton and an M.B.A. from the University of Chicago, Booth School of Business, and is a CFA charter holder.
|
Mr. Lin is qualified to serve on our Board of Directors because of his significant professional experience in the financial industry, including in private equity, investment banking and financial regulation, as well as his experience
serving on executive, audit and compensation committees of the boards of directors of various portfolio companies.
|
|
Lei Wang
Class I Director
Term Expires: 2023 Annual Meeting
Age: 49
Director Since: 2020
Board Committees:
None
|
Mr. Wang has served as a member of our Board of Directors since 2020. Mr. Wang currently serves as the Chief Executive Officer and Director of Huatai Financial Holdings (Hong Kong) Limited, a subsidiary of HTSC, the ultimate parent
company of our controlling stockholder. Mr. Wang joined Huatai Financial Holdings (Hong Kong) Limited in November 2015 as the Managing Director, Head of Investment Banking Department, and held that position until he became the Chief
Executive Officer in May 2017. Mr. Wang serves as a director at the following HTSC affiliates: Huatai Securities (USA), Inc. (since September 2018), Huatai Securities USA Holdings, Inc. (since September 2018), Huatai International
Financial Holdings Company Limited (since April 2017), Huatai Financial Holdings (Hong Kong) Limited (since April 2017), Huatai International Finance Limited (since June 2017) and Huatai International Investment Holdings Limited (since
May 2016). Prior to joining Huatai Financial Holdings (Hong Kong) Limited, Mr. Wang served at ICBC International as Managing Director and Head of Financial Institutions Groups from May 2010 to October 2015 and at Nomura Investment Banking
as Executive Director from September 2008 to April 2010. Mr. Wang holds a Doctor’s degree in Economics from Renmin University of China.
|
Mr. Wang is qualified to serve on our Board of Directors because of his education and experience in the financial industry and his experience as a director of other financial services companies.
|
|
Xiaoning Jiao
Class III Director, Chairperson
Term Expires: 2022 Annual Meeting
Age: 51
Director Since: 2020
|
Ms. Jiao has served as a member of our Board of Directors since 2020 and as Chairperson of our Board of Directors since April 2020. Ms. Jiao currently serves as the Chief Financial Officer of our ultimate controlling stockholder, HTSC,
a position she has held since March 2020. Prior to joining HTSC, she was the Deputy Director General of Department of Accounting at the China Securities Regulatory Commission (the “CSRC”) from 2014 to 2020. During her tenure with the
CSRC, Ms. Jiao oversaw the implementation and supervision of financial information disclosure rules and regulations in the Chinese capital markets, and she participated in and advised the drafting of several important accounting standards
and rules in China. She also served as a member of the M&A and Restructuring Committee of the CSRC from 2014 to 2018. Prior to joining the CSRC in 2009, Ms. Jiao worked for Deloitte, Industrial and Commercial Bank of China and the
Ministry of Finance. Ms. Jiao graduated from George Washington University with a Master’s Degree in Accounting. She is a CPA both in the United States and China.
|
Ms. Jiao is qualified to serve on our Board of Directors based on her experience in the financial industry and her background in accounting.
|
|
Natalie Wolfsen
Class III Director
Term Expires: 2022 Annual Meeting
Age: 51
Director Since: 2021
|
Ms. Wolfsen has served as our Chief Executive Officer and as a member of our Board of Directors since March 2021. Ms. Wolfsen previously served as our Chief Solutions Officer from January 2018 to March 2021, prior to which she served
as our Chief Commercialization Officer from May 2014 to December 2017. Prior to joining our company, Ms. Wolfsen served as head of Marketing and Product Development for First Eagle Investment Management, an investment management company,
from 2011 to 2014. From 2009 to 2011, Ms. Wolfsen served as head of Product Management and Development for Pershing LLC. From 1999 to 2009, Ms. Wolfsen held numerous roles with The Charles Schwab Corporation, including Senior Marketing
Manager (1999-2000), Senior Manager and Director of Technology (2000-2001), Director of Segment Management (2002-2004), Vice President of Strategy (2004-2007), Vice President of Product Management and Development (2007-2008) and Vice
President of Equity Product Management and Development (2008-2009). Ms. Wolfsen holds a B.A. in Political Science from the University of California, Berkeley and an M.B.A. from the University of California, Los Angeles.
|
Ms. Wolfsen is qualified to serve as a member of our Board of Directors because of the perspective she brings as our Chief Executive Officer and her experience in senior management positions.
|
|
Yi Zhou
Class III Director
Term Expires: 2022 Annual Meeting
Age: 52
Director Since: 2016
|
Mr. Zhou has served as a member of our Board of Directors since 2016. Mr. Zhou has been the Executive Director and President of HTSC since 2007, Chairman of the Board and President of HTSC from 2016 to 2019, and the Chief Executive
Officer, Chairman of the Executive Committee and Executive Director of HTSC since October 2019. Prior to joining HTSC, Mr. Zhou worked in technology management for the Jiangsu Posts & Telecommunications Bureau, an affiliated
department of the Jiangsu provincial government, from 1998 to 1999 and in administrative management at Jiangsu Mobile Communication Co., Ltd., a state-owned communications company in Jiangsu province, from 1999 to 2000. From 2005 to 2006,
Mr. Zhou was the Deputy General Manager of Shanghai Beier Fortune Communications Company. Mr. Zhou has served on the boards of directors of Jiangsu Beier Co., Ltd. (from April to July 2000), Nanjing Xinwang Technology Co., Ltd. (from 2000
to 2005), Jiangsu Province Emerging Industry Investment Management Limited (an investment management company that invests primarily in the Jiangsu Province equity market) (from 2013 to 2018), Huatai Securities (Shanghai) Assets Management
Ltd., one of our affiliates (from 2014 to 2018), and Huatai International Financial Holdings Company Limited, a subsidiary of our ultimate controlling stockholder (from 2017 to 2018), and continues to serve on the boards of Huatai
Financial Holdings (Hong Kong) Limited (an HTSC subsidiary engaged in investment banking, asset management and wealth management businesses) (since 2006) and CSOP Asset Management Limited (a fund management company located in Hong Kong)
(since 2017). Mr. Zhou graduated from Nanjing University of Posts and Telecommunications with a Bachelor’s degree in Computer Communications.
|
Mr. Zhou is qualified to serve on our Board of Directors based on his extensive experience in the financial services industry and over 14 years of management experience as a director of both public and private companies.
|
Name
|
Independent
|
Director Class
|
Audit
Committee
|
Compensation Committee
|
Nom. & Corp.
Gov.
Committee
|
|||||
Xiaoning Jiao (Chairperson)
|
Class III
|
|||||||||
Rohit Bhagat
|
☑
|
Class I
|
☑ |
☑ Chair
|
||||||
Charles Goldman*
|
Class III
|
|||||||||
Patricia Guinn
|
☑ |
Class II
|
☑ Chair
|
☑ | ||||||
Bryan Lin
|
Class I
|
☑ | ||||||||
Xiaodan Liu**
|
Class III
|
|||||||||
Ying Sun
|
Class II
|
☑ Chair
|
☑ | |||||||
Joseph Velli***
|
☑
|
Class II
|
☑ | |||||||
Lei Wang***
|
Class I
|
|||||||||
Yi Zhou
|
Class III
|
*
|
Mr. Goldman ceased being a member of the Board of Directors effective as of March 3, 2021. The Board of Directors appointed Ms. Natalie Wolfsen to fill the vacancy on the Board of Directors resulting
from Mr. Goldman’s departure effective as of March 3, 2021. Ms. Wolfsen is a Class III director and is not a member of any committee of the Board of Directors.
|
**
|
Ms. Liu resigned from the Board of Directors effective as of April 5, 2020. The Board of Directors appointed Ms. Xiaoning Jiao to fill the vacancy on the Board of Directors resulting from Ms. Liu’s
resignation on April 21, 2020.
|
***
|
The Board of Directors appointed Mr. Velli and Mr. Wang to fill the vacancies on the Board of Directors resulting from an increase in the size of the Board of Directors from seven to nine members,
effective as of June 9, 2020.
|
● |
selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;
|
● |
pre-approve the audit services and non-audit services to be provided by our independent registered public accounting firm pursuant to the Audit Committee’s pre-approval policies and procedures;
|
● |
ensuring the independence and qualifications of our independent registered public accounting firm;
|
● |
discussing the scope of the audit with our independent registered public accounting firm and reviewing the significant findings of the audit;
|
● |
considering the adequacy of our internal controls and internal audit function;
|
● |
reviewing and discussing with management and the independent registered public accounting firm the annual audited financial statements and unaudited quarterly financial statements, and reviewing the Company’s disclosures in the
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our periodic filings with the SEC;
|
● |
reviewing our risk management policies and practices;
|
● |
reviewing our policies and practices with respect to related party transactions and reviewing certain related party transactions in accordance with such policies; and
|
● |
establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters.
|
● |
reviewing and determining the compensation to be paid to our directors, and reviewing and making recommendations to the Board of Directors with respect to the compensation to be paid to our Chief Executive Officer and each of our
other executive officers;
|
● |
administering our stock and equity incentive plans;
|
● |
reviewing and approving, or making recommendations to our Board of Directors with respect to, incentive compensation and equity plans;
|
● |
reviewing our overall compensation philosophy;
|
● |
reviewing and assessing risks arising from our compensation policies and practices; and
|
● |
appointing or ratifying the appointment of the officers of the Company at the Senior Vice President level and above.
|
● |
identifying and recommending candidates for membership on our Board of Directors and the committees thereof;
|
● |
leading the self-evaluation process of the Board of Directors and the committees thereof;
|
● |
managing the selection and appointment of a successor Chief Executive Officer, in the event of a vacancy;
|
● |
reviewing our management succession planning;
|
● |
reviewing and recommending changes to the Corporate Governance Guidelines, Corporate Standards and Code of Ethics and Business Conduct, overseeing compliance with such policies and reviewing and making recommendations to the Board of
Directors with respect to requests for waivers under such policies;
|
● |
reviewing potential conflicts of interest involving directors;
|
● |
overseeing director orientation and continuing education programs; and
|
● |
generally assisting our Board of Directors with corporate governance matters
|
Fee Type
|
2019
|
2020
|
|||||
Audit Fees(a)
|
$
|
2,661,000
|
$
|
2,304,768
|
|||
Audit-Related Fees(b)
|
83,661
|
80,000
|
|||||
Tax Fees(c)
|
227,087
|
658,675
|
|||||
All Other Fees(d)
|
2,000
|
3,000
|
|||||
Total Fees
|
$
|
2,973,748
|
$
|
3,046,443
|
(a)
|
Audit Fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements for 2019 and 2020 and the review of our quarterly condensed consolidated financial
statements in 2019 and 2020. Audit fees also relate to services such as subsidiary audits and regulatory and compliance attest services. This category also includes fees for professional services provided in connection with our
IPO, incurred during the year ended December 31, 2019, including comfort letters, consents and review of documents filed with the SEC.
|
(b)
|
Audit-Related Fees consist primarily of fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and not reported under “Audit Fees”
and includes services related to a service organization report (under Statement on Standards for Attestation Engagements 16).
|
(c)
|
Tax Fees consist of fees for tax return preparation, tax compliance and tax consulting and planning services.
|
(d)
|
All Other Fees consist of online research subscription services.
|
Name
|
Age
|
Position
|
||
Natalie Wolfsen
|
51
|
Chief Executive Officer and Director
|
||
Michael Kim
|
51
|
President and Chief Client Officer
|
||
Gary Zyla
|
49
|
EVP, Chief Financial Officer
|
||
Ted Angus
|
50
|
EVP, General Counsel
|
||
Jeremiah Chafkin
|
61
|
EVP, Chief Investment Officer
|
||
Carrie Hansen
|
50
|
EVP, Chief Operating Officer
|
||
Mukesh Mehta
|
54
|
EVP, Chief Information Officer
|
||
Esi Minta-Jacobs
|
49
|
EVP, Human Resources and Program Management
|
Natalie Wolfsen
Chief Executive Officer and Director
Age: 51
|
Ms. Wolfsen has served as our Chief Executive Officer and as a member of our Board of Directors since March 2021. Ms. Wolfsen’s biographical information is described above in the section titled “Continuing Directors.”
|
Michael Kim
President
Age: 51
|
Mr. Kim has served as our President since March 2021 and our Chief Client Officer since January 2018. Mr. Kim joined our company in 2010 and previously served as our National Sales Leader from January 2018 to March 2021. Prior to
becoming our Chief Client Officer and National Sales Leader, Mr. Kim served as our National Sales Manager from 2014 to 2018, and Head of our RIA Channel from 2010 to 2014. Prior to joining our company, Mr. Kim spent over twelve
years with Fidelity Investments, Inc., including as a Senior Vice President from 1998 to 2010. From 1995 to 1998, Mr. Kim served as Senior Vice President at Transamerica, and from 1991 to 1995, Mr. Kim was a Senior Associate at
Coopers & Lybrand Consulting. Mr. Kim holds a B.A. in Economics from the University of California, Los Angeles.
|
Gary Zyla
EVP, Chief Financial Officer
Age: 49
|
Mr. Zyla has served as our Chief Financial Officer since 2011. From 2004 to 2011, Mr. Zyla served in the Corporate and Retirement and Protection segments at Genworth Financial, Inc., where he led the Capital Management team and
served as Vice President of Financial Planning & Analysis. Mr. Zyla holds a B.S. in Computer Science-Mathematics and a B.A. in History from the State University of New York-Binghamton and an M.B.A. from the University of
Maryland.
|
Ted Angus
EVP, General Counsel
Age: 50
|
Mr. Angus has served as our General Counsel since joining us in 2013. From 2010 to 2013, Mr. Angus served as the General Counsel at Genworth Financial Wealth Management, and from 2000 to 2010 he served in various roles at The
Charles Schwab Corporation, including as Vice President and Associate General Counsel. From 1998 to 2000, Mr. Angus was an Associate in the securities litigation group at the law firm Brobeck, Phleger & Harrison LLP, and from
1995 to 1998, he was an Associate at Keesal, Young & Logan. Mr. Angus holds a B.A. in both History and Economics from the University of California, Los Angeles and a J.D. from the University of California, Hastings College of
the Law.
|
Jeremiah Chafkin
EVP, Chief Investment Officer
Age: 61
|
Mr. Chafkin has served as our Chief Investment Officer since 2014. Prior to joining our company, Mr. Chafkin served as the President and Chief Executive Officer at AlphaSimplex Group, an investment management firm, from 2008 to
2014. From 2006 to 2007, Mr. Chafkin was the Chief Executive Officer at IXIS Asset Management U.S., L.P. From 1991 to 2006, Mr. Chafkin held a range of leadership roles with The Charles Schwab Corporation, including Executive Vice
President of the Advised Investor Division (2002-2006), President of Charles Schwab Investment Management (1991-2001) and Executive Vice President of Asset Management Products and Services (1999-2001). Mr. Chafkin began his career
at Bankers Trust Company, where he spent almost fifteen years in a variety of asset management roles, including Chief Executive Officer of the Structured Investment Management business (1997-1999) and President of Japan Bankers
Trust (1994-1996). Mr. Chafkin holds a B.A. in Economics from Yale University and an M.B.A. from Columbia Business School.
|
Carrie Hansen
EVP, Chief Operating Officer
Age: 50
|
Ms. Hansen joined our company in 2000 and has served as our Chief Operating Officer since 2008 and as President of our Mutual Funds division since 2007. Prior to becoming our Chief Operating Officer, Ms. Hansen served as our
Chief Financial Officer (2003-2006) and Chief Compliance Officer (2004-2008). From 1998 to 2000, Ms. Hansen served as head of the Investment Operations Group in the Tokyo office of Barclays Global Investors, prior to which she spent
over four years at Coopers & Lybrand Consulting, finishing her career there as an Audit Manager. Ms. Hansen holds a B.S. in Business Administration from the University of California, Berkeley.
|
Mukesh Mehta
EVP, Chief Information Officer
Age: 54
|
Mr. Mehta has served as our Chief Information Officer since joining our company in 2017. From 2014 to 2017, Mr. Mehta served as the Chief Information and Technology Officer at Cetera Financial Group, a shared services
organization serving a family of affiliated independent broker-dealers. From 2010 to 2013, Mr. Mehta served as Chief Information Officer at TD Ameritrade, a brokerage firm, where he also served as a Managing Director in Business
Technologies from 2009 to 2010. From 2002 to 2008, Mr. Mehta served as Senior Vice President and Chief Information Officer at Schwab Institutional, Platform Development & Technology, prior to which he served as a Vice President
of Finance & Corporate Administration Technology at The Charles Schwab Corporation from 1999 to 2002. Mr. Mehta has also held positions with Bankers Trust (Vice President, Defined Contribution & Participant Services,
1995-1999), Kwasha Lipton (Pension Design & Systems Consultant, 1987-1994), ER Keller & Co. (Investment Account Manager, 1987) and Bell Communications Research (Analyst, 1984-1987). Mr. Mehta holds a B.A. in Mathematics
& Economics from Rutgers University and is a graduate of the Stanford University Graduate School of Business Executive Program.
|
Esi Minta-Jacobs
EVP, Human Resources and
Program Management
Age: 49
|
Ms. Minta-Jacobs joined our company in 2015 and has served as our head of Human Resources and Program Management since March 2020, prior to which she served as our Project Management Office Leader. Prior to joining our company,
Ms. Minta-Jacobs served as Senior Vice President at Wells Fargo & Company (2003-2015), overseeing international operations project delivery, and as Partner Integration Manager at PeopleSoft, Inc. (1999-2003). She previously held
management consulting roles at Grant Thornton International and PricewaterhouseCoopers (formerly Coopers & Lybrand) (1995-1999). Ms. Minta-Jacobs holds a B.S. in Business Administration with a concentration in Accounting and
Management Information Systems from Northeastern University.
|
● |
each person known by us to beneficially own more than 5% of our common stock;
|
● |
each of our directors;
|
● |
each of our named executive officers; and
|
● |
all of our directors and executive officers as a group.
|
Name of Beneficial Owner
|
Number of Shares of
Common Stock
Beneficially Owned
|
Percentage of
Shares of
Common
Stock
Beneficially
Owned(1)
|
|||
Greater than 5% Stockholders:
|
|||||
Huatai International Investment Holdings Limited(2)
|
50,873,799
|
70.2
|
%
|
||
Directors and Named Executive Officers:
|
|||||
Xiaoning Jiao
|
—
|
—
|
|||
Rohit Bhagat(3)
|
47,605
|
*
|
|||
Patricia Guinn
|
5,909
|
*
|
|||
Michael Kim(4)
|
283,713
|
*
|
|||
Bryan Lin
|
—
|
—
|
|||
Ying Sun
|
—
|
—
|
|||
Joseph Velli
|
—
|
—
|
|||
Lei Wang
|
—
|
—
|
|||
Natalie Wolfsen(5)
|
317,632
|
*
|
|||
Yi Zhou
|
—
|
—
|
|||
Charles Goldman(6)
|
2,013,197
|
2.8
|
%
|
||
All Current Directors and Executive Officers as a group (16 persons)(7)
|
3,815,683
|
5.3
|
%
|
* |
Represents beneficial ownership of less than 1%.
|
(1) |
The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing the number of shares beneficially owned by the person, which includes the number of shares as to which such person has the
right to acquire voting or investment power as of or within 60 days after such date, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or
investment power as of or within 60 days after such date. Consequently, the denominator for calculating beneficial ownership percentages may be different for each beneficial owner. The information in this table is based upon
information supplied by our executive officers, directors and principal stockholders and Schedules 13D and 13G filed with the SEC, unless otherwise indicated.
|
(2) |
The reported securities are owned directly by Huatai International Investment Holdings Limited (“HIIHL”). The registered address of HIIHL is PO Box 309 Ugland House, Grand Cayman, KY 1-1104, Cayman Islands. Huatai International
Finance Limited (“HIFL”), a British Virgin Islands company, is the sole shareholder of HIIHL. Huatai Financial Holdings (Hong Kong) Limited (“HFHHKL”), a Hong Kong company, is the sole shareholder of HIFL. Huatai International
Financial Holdings Company Limited (“HIFHCL”), a Hong Kong company, is the sole shareholder of HFHHKL. Huatai Securities Co., Ltd. (“HTSC”), a Chinese company, is the sole shareholder of HIFHCL. Accordingly, the reported securities
are beneficially owned by each of HIFL, HFHHKL, HIFHCL and HTSC. The holdings reported here are as set forth in the Schedule 13D filed by HIIHL and its parents on July 29, 2019, as amended on July 31, 2019.
|
(3) |
Includes 7,935 unvested restricted shares of our common stock that are held by Mr. Bhagat subject to a Share Restriction Agreement.
|
(4) |
Includes 59,503 unvested restricted shares of our common stock that are held by Mr. Kim subject to a Share Restriction Agreement.
|
(5) |
Includes 71,404 unvested restricted shares of our common stock that are held by Ms. Wolfsen subject to a Share Restriction Agreement
|
(6) |
Includes 402,640 unvested restricted shares of our common stock that are held by Mr. Goldman subject to a Share Restriction Agreement. Mr. Goldman served as our Chief Executive Officer, President and Director in 2020 and was one of
our Named Executive Officers in 2020. He ceased serving in such positions effective as of March 3, 2021. The address for Mr. Goldman is 1950 Norwood Avenue, Boulder, Colorado 80304.
|
(7) |
Excludes shares of our common stock beneficially owned by Mr. Goldman, who is no longer one of our executive officers. Includes 835,041 unvested restricted shares of our common stock that are held subject to Share Restriction
Agreements.
|
● |
Charles Goldman, former President and Chief Executive Officer
|
● |
Natalie Wolfsen, Chief Executive Officer and former Executive Vice President and Chief Solutions Officer; and
|
● |
Michael Kim, President and Chief Client Officer.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards(2)
($)
|
Option
Awards(3)
($)
|
Non-Equity
Incentive Plan
Compensation(4)
($)
|
All Other
Compensation(5)
($)
|
Total
($)
|
||||||||||||||||||||||
Natalie Wolfsen(1)
Chief Executive Officer and Former Chief Solutions Officer
|
2020
|
400,000
|
—
|
293,771
|
824,912
|
600,000
|
17,400
|
2,136,083
|
||||||||||||||||||||||
Michael Kim
President and Chief Client Officer
|
2020
|
350,000
|
(6)
|
—
|
293,771
|
824,912
|
651,146
|
(6)
|
19,068
|
2,138,897
|
||||||||||||||||||||
2019
|
351,346
|
(6)
|
—
|
—
|
479,994
|
551,372
|
(6)
|
17,700
|
1,400,412
|
|||||||||||||||||||||
Charles Goldman(1)
Former President and Chief Executive Officer
|
2020
|
750,000
|
—
|
293,771
|
824,912
|
750,000
|
35,230
|
2,653,913
|
||||||||||||||||||||||
2019
|
712,270
|
—
|
—
|
2,199,997
|
825,000
|
394,786
|
4,132,052
|
(1) |
Mr. Goldman served as our Chief Executive Officer until March 3, 2021. Ms. Wolfsen transitioned from her role as Chief Solutions Officer to Chief Executive Officer as of March 3, 2021.
|
(2) |
Represents the aggregate grant date fair value of the stock awards granted to the NEOs during the fiscal year, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair values of
the stock awards in this column are described in Note 14 to our consolidated financial statements included in our Form 10-K for the year ended December 31, 2020.
|
(3) |
Represents the aggregate grant date fair value of the stock option awards granted to the NEOs during the fiscal year, as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair
values of the stock option awards in this column are described in Note 14 to our consolidated financial statements included in our Form 10-K for the year ended December 31, 2020.
|
(4) |
Represents the total amount earned by each NEO for the applicable fiscal year under our Variable Incentive Compensation Program based on the Company’s performance against our business goals.
|
(5) |
The amounts reported in this column for 2019 include, for Messrs. Kim and Goldman, matching contributions of $16,800 under our 401(k) plan and, for Mr. Goldman, $376,669 for employer-paid commuting expenses from his home in
Colorado to our headquarters in Concord, California. The amounts reported in this column for 2020 include (i) matching contributions of $17,100 under our 401(k) plan for each of our named executive officers, (ii) $300 in
life-insurance plan contributions for each of our named executive officers, (iii) for Mr. Kim, a tax gross-up of $168 relating to an in-kind benefit that resulted in taxable income and a $1,500 anniversary award and (iv) for Mr.
Goldman, $17,641 in tax gross-ups for airplane travel and $189 in tax gross-ups on health and welfare benefits.
|
(6) |
Mr. Kim elected to defer a total of 253,822.27 and] $360,134.97 from his salary and bonus for 2020 and 2019, respectively, under our NQDC Plan, discussed in “Pension benefits and nonqualified deferred compensation.” The amounts
set forth in the table include such deferred amounts.
|
● |
Upon termination of employment due to death or disability, Ms. Wolfsen, Mr. Kim or their estate or beneficiaries, would be entitled to:
|
o |
a pro-rated bonus for the fiscal year of termination subject to satisfaction of performance conditions; and
|
o |
full vesting of the restricted shares issued to Ms. Wolfsen and Mr. Kim at the time of our IPO in respect of their profits interests in AssetMark Holdings LLC.
|
● |
Upon termination of Ms. Wolfsen’s and Mr. Kim’s employment for cause or their resignation without good reason, Ms. Wolfsen and Mr. Kim would not be entitled to any payments under their employment agreements other than any amounts
already accrued and payable for services through the date of termination.
|
● |
Upon termination of Ms. Wolfsen’s and Mr. Kim’s employment without cause or their resignation for good reason, Ms. Wolfsen and Mr. Kim will be entitled to:
|
o |
a pro-rated bonus for the fiscal year of termination subject to satisfaction of performance conditions;
|
o
|
full vesting of the restricted shares issued to Ms. Wolfsen and Mr. Kim at the time of our IPO in respect of their profits interests in AssetMark Holdings LLC;continued payment of their salary for a
severance period of 24 months after termination for Ms. Wolfsen and 18 months after termination for Mr. Kim; anda monthly payment equal to the monthly COBRA premium cost (on an after-tax basis) for up to 24 months for Ms. Wolfsen
and up to 18 months for Mr. Kim, to the extent that they enroll in COBRA and do not become eligible for other health benefits.For purposes of Ms. Wolfsen and Mr. Kim’s employment agreements, “cause” includes (i) material acts of
personal dishonesty in connection with their responsibilities that have, or could be reasonably expected to have, a material adverse impact on performance of duties; (ii) willful failure or refusal to perform duties or
responsibilities in any material respect; (iii) misappropriation (or attempted misappropriation) of material assets or material business opportunities; (iv) embezzlement or fraud committed or attempted, whether by Ms. Wolfsen or
Mr. Kim, at their direction or with their prior actual knowledge; (v) conviction of or pleading “guilty” or “no contest” to, (x) a felony or (y) any other criminal charge that has (or could be reasonably expected to have) an
adverse impact on the performance of duties or result in material injury to our reputation or business; (vi) material violation of our written policies (unless curable and cured within 30 days of written notice), including but not
limited to those relating to sexual harassment or business conduct, that has (or could be reasonably expected to have) a material adverse impact on performance of duties or otherwise result in material injury to our reputation or
business; or (viii) material breach of any confidentiality or restrictive covenant.
|
● |
a pro-rated bonus for the fiscal year of termination subject to satisfaction of performance conditions;
|
● |
full vesting of the restricted shares issued to Mr. Goldman at the time of our IPO with respect to his profits interests in AssetMark Holdings LLC;
|
● |
continued payment of his salary for a severance period of 24 months after termination; and
|
● |
a monthly payment equal to the monthly COBRA premium cost (on an after-tax basis) for up to 24 months, to the extent that Mr. Goldman enrolls in COBRA and does not become eligible for other health benefits.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||
Name
|
Numbers of
securities
underlying
unexercised
options
exercisable
(#)
|
Numbers of
securities
underlying
unexercised
options
unexercisable
(#)
|
Option
exercise
price
($)
|
Option
expiration
date
|
Number of
shares of
stock that
have not
vested (#)
|
Market value
of shares of
stock that
have not
vested(1) ($)
|
||||||||||||||||||
Natalie Wolfsen
|
20,698
|
41,397
|
(2)
|
$
|
22.00
|
7/17/2029
|
—
|
—
|
||||||||||||||||
—
|
88,415
|
(3)
|
$
|
28.48
|
6/9/2030
|
—
|
—
|
|||||||||||||||||
—
|
—
|
—
|
—
|
285,616
|
(4)
|
$
|
6,911,907
|
|||||||||||||||||
—
|
—
|
—
|
—
|
10,315
|
(5)
|
$
|
249,623
|
|||||||||||||||||
Michael Kim
|
20,698
|
41,397
|
(2)
|
$
|
22.00
|
7/17/2029
|
—
|
—
|
||||||||||||||||
—
|
88,415
|
$
|
28.48
|
6/9/2030
|
—
|
—
|
||||||||||||||||||
—
|
—
|
—
|
—
|
238,014
|
(4)
|
$
|
5,759,939
|
|||||||||||||||||
—
|
—
|
—
|
—
|
10,315
|
(5)
|
$
|
249,623
|
|||||||||||||||||
Charles Goldman
|
94,868
|
189,737
|
(2)
|
$
|
22.00
|
7/17/2029
|
(6) |
—
|
—
|
|||||||||||||||
—
|
88,415
|
(3)
|
$
|
28.48
|
6/9/2030
|
(6) |
—
|
—
|
||||||||||||||||
—
|
—
|
—
|
—
|
1,610,558
|
(4)
|
$
|
38,975,504
|
|||||||||||||||||
—
|
—
|
—
|
—
|
10,315
|
(5)
|
$
|
249,623
|
(1)
|
Market value of shares that have not vested is determined using a per-share value of $24.20, the closing price of our common stock on December 31, 2020, as reported by the New York
Stock Exchange.
|
(2)
|
These options vest as to one-third of the award on each of the first three anniversaries of July 18, 2019.
|
(3)
|
These stock appreciation rights vest as to one-fourth of the award on each of the first four anniversaries of June 9, 2020.
|
(4)
|
Represents shares subject to restricted stock awards, which were originally scheduled vest as to 1/6 of the award in November 2019 (completed), 1/6 of the award in November 2020
(completed), 1/2 of the award in February 2021 and 1/6 of the award in November 2021, as discussed in the section titled “—Additional Narrative Disclosure Relating to Restricted Shares.”
|
(5)
|
These restricted stock units vest as to one-fourth of the award on each of the first four anniversaries of June 9, 2020.
|
(6)
|
As of Mr. Goldman’s departure, the expiration date of these option grants is July 1, 2023.
|
Name
|
Fees Earned
or Paid in
Cash(1)
($)
|
Stock
Awards(2)
($)
|
All Other
Compensation(3)
($)
|
Total
($)
|
||||||||||||
Xiaoning Jiao(4)
|
—
|
—
|
—
|
—
|
||||||||||||
Rohit Bhagat
|
$
|
52,702
|
$
|
138,868
|
$
|
31,092
|
$
|
222,262
|
||||||||
Patricia Guinn
|
$
|
63,750
|
$
|
138,868
|
—
|
$
|
202,618
|
|||||||||
Bryan Lin
|
—
|
—
|
—
|
—
|
||||||||||||
Xiaodan Liu(4)
|
—
|
—
|
—
|
—
|
||||||||||||
Ying Sun
|
—
|
—
|
—
|
—
|
||||||||||||
Joseph Velli(5)
|
$
|
25,179
|
$
|
138,868
|
—
|
$
|
203,868
|
|||||||||
Lei Wang(5)
|
—
|
—
|
—
|
—
|
||||||||||||
Yi Zhou
|
—
|
—
|
—
|
—
|
(1) |
Amounts reported in this column represent the annual cash retainers paid to certain of our non-employee directors for their service on our Board of Directors and committees during the
year ended December 31, 2020. No cash retainers are paid to directors who serve on the Board of Directors to represent the interests of HTSC.
|
(2) |
Amounts reported in this column represent the aggregate grant date fair value of each RSU award granted to the applicable non-employee director during the year ended December 31, 2020,
computed in accordance with FASB ASC Topic 718. As of December 31, 2020, Mr. Bhagat held 39,671 shares of restricted stock and 4,876 RSUs, and Ms. Guinn and Mr. Velli each held 4,876 RSUs.
|
(3) |
The amounts reported in this column for Mr. Bhagat represents the cost of certain welfare benefits.
|
(4) |
Ms. Liu resigned from the Board of Directors effective as of April 5, 2020. The Board of Directors appointed Ms. Xiaoning Jiao to fill the vacancy on the Board of Directors resulting from
Ms. Liu’s resignation on April 21, 2020.
|
(5) |
The Board of Directors appointed Mr. Velli and Mr. Wang to fill the vacancies on the Board of Directors resulting from an increase in the size of the Board of Directors from seven to nine
members, effective as of June 9, 2020.
|
•
|
Board Member: $65,000
|
•
|
Audit Committee Chair: $20,000
|
•
|
Compensation Committee Chair: $15,000
|
•
|
Nominating and Corporate Governance Committee Chair: $10,000
|
•
|
an initial grant upon joining our Board of Directors with a fair market value of $130,000, vesting in equal annual installments over three years; and
|
•
|
an annual grant with a fair market value of $130,000, vesting in equal installments over four years, to be made on or about the date of our annual stockholder meeting.
|
Plan category
|
(a) Number of
securities
to be issued upon
exercise of
outstanding
stock options,
warrants and rights
(#)
|
(b) Weighted-average
exercise price of
outstanding
stock options,
warrants and rights
($/share)(1)
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in column (a)) (#)
|
|||||||||
Equity compensation plans approved by stockholders(2)
|
1,175,637
|
(3)
|
$
|
28.42
|
3,660,987
|
(4)
|
||||||
Equity compensation plans not approved by stockholders
|
900,271
|
(5)
|
$
|
22.00
|
—
|
|||||||
Total:
|
2,075,908
|
$
|
25.08
|
3,660,987
|
(1) |
The weighted-average exercise price does not include shares to be issued in connection with the settlement of RSUs, as such awards do not have an exercise price.
|
(2) |
Includes the 2019 Plan. See the section titled “Equity Compensation Plans” below for information on the material features of the 2019 Plan.
|
(3) |
Represents shares of common stock issuable pursuant to RSUs and SARs granted under the 2019 Plan.
|
(4) |
Includes shares of common stock available for future issuance under the 2019 Plan.
|
(5) |
Represents shares of common stock issuable pursuant to certain option awards issued immediately prior to our IPO. These options are scheduled to vest in three equal installments, subject
to continued service of the recipient through the applicable vesting date, on each of the first three anniversaries of July 18, 2019 and will expire on July 17, 2029.
|
•
|
we or any of our subsidiaries have been or will be a participant;
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, executive officers or beneficial holders of more than 5% of any class of our capital stock, or any immediate family member of, or person sharing a household with,
any of these individuals, had or will have a direct or indirect material interest.
|
•
|
any breach of the director’s duty of loyalty to our company or our stockholders;
|
•
|
any act or omission not in good faith or that involved intentional misconduct or a knowing violation of law;
|
•
|
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law (the “DGCL”); and
|
•
|
any transaction from which the director derived an improper personal benefit.
|
•
|
Email AssetMark’s Investor Relations department at investorrelations@assetmark.com.
|
•
|
Send your request by mail to AssetMark Financial Holdings, Inc., 1655 Grant Street, 10th Floor, Concord, California 94520, Attn: Corporate Secretary / Office of the
General Counsel (provided, however, that in light of disruptions caused by COVID-19, we advise that you also send a request via email to investorrelations@assetmark.com).
|
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