🧾 What This Document Is

This is a proxy statement (DEF 14A) for Virtus Investment Partners. Think of it as the official "instruction manual" and information packet for the company's upcoming annual shareholder meeting. Shareholders use it to learn what they're voting on and to give their votes to someone else (a "proxy") to cast on their behalf.

👉 In short: It tells you who is running the company, how they're paid, and what the big questions are for owners to decide this year.

🏢 What The Company Does

👉 In simple terms, Virtus Investment Partners is an asset management company. They manage money for individuals and institutions by offering mutual funds, ETFs, and other investment products. They make money primarily from fees based on the amount of assets they manage.

💰 Key Numbers at a Glance:

Shares Outstanding: 6,682,055 (as of March 27, 2026 - the "Record Date")
Top Shareholders: BlackRock (15%) and Vanguard (14%) are the largest institutional owners.

🗳️ Your Voting Agenda

Shareholders will vote on three main items at the meeting on May 20, 2026:

Elect 7 Directors: You're choosing the board members who oversee the company. The board recommends voting FOR all of them.
Ratify the Auditor: Appoint Deloitte & Touche LLP as the independent accounting firm for 2026. The board recommends voting FOR.
Approve Executive Pay (Advisory Vote): This is a non-binding "say on pay" vote to approve how the top executives are compensated. The board recommends voting FOR.

👉 Why it matters: Your vote directly influences who governs the company and signals your opinion on their performance and pay practices.

👥 Meet the Board & Leadership

The board proposes seven nominees. Here’s a quick snapshot of their backgrounds:

George R. Aylward (61): The President & CEO of Virtus since 2009. He's the key executive leader.
Timothy A. Holt (73): The Independent Chairman of the Board. He's a former top executive from Aetna.
Melody L. Jones (66): Chair of the Compensation Committee. Has deep expertise in human resources and executive leadership.
Paul G. Greig (70): Chair of the Audit Committee. Former CEO of a bank with strong financial expertise.
Other Nominees: Peter L. Bain, W. Howard Morris, and John C. Weisenseel bring experience from asset management, finance, and accounting.

👉 Why it matters: The board provides independent oversight of management. Their diverse experience in finance, investing, and governance is meant to protect shareholder interests.

💵 The Pay Package: Executive Compensation

This is a major section. The core idea is to pay executives for long-term success.

Philosophy: Pay should be competitive and tied to performance. A significant portion is "at-risk" – meaning it’s not guaranteed and depends on hitting goals.
How Pay is Determined:
- A mix of salary, annual cash bonuses, and long-term equity (like stock awards).
- Equity awards use performance-based units measured over three years and restricted stock units that vest over time. This incentivizes building long-term value, not just short-term hits.
Risk Controls: They have "clawback" policies to reclaim pay if results were based on errors, and executives must own company stock to align their interests with yours.

👉 Why it matters: This section shows if executives are rewarded for the right reasons—sustainable growth, not just risky short-term bets.

⚖️ Corporate Governance & Safeguards

This covers the rules and structures that keep the company honest.

Board Independence: 7 of the 8 current directors are independent (not company employees).
Key Committees:
- Audit Committee: Oversees financial reporting and the auditor. Met 8 times in 2025.
- Compensation Committee: Sets pay. Uses an independent consultant (Mercer) to advise.
- Governance Committee: Finds director candidates and evaluates board performance.
Risk Oversight: The board regularly reviews major risks, including cybersecurity. They have a dedicated Enterprise Risk Committee that includes cyber threats in its framework.

🔮 What's Next & The Big Picture

The company is focused on its long-term strategy under the leadership of CEO Aylward and the oversight of its independent board. Key ongoing areas include managing investment performance, growing assets under management, and navigating market cycles.

👍 Strengths: Strong institutional ownership, a board with deep industry experience, and compensation plans designed to align with long-term shareholders.
⚠️ Risks: As an asset manager, Virtus's fortunes are closely tied to financial markets. They face performance pressure, competition, and regulatory changes.

🧠 The Analogy

Think of this proxy statement as the annual report card and rulebook for the company's guardians. You, as a shareholder, get to grade the directors (vote on them), check their work (review governance and pay), and approve the outside inspector (auditor) who helps ensure the report card is accurate.

🧩 Final Takeaway

Your main job as a shareholder this year is to vote on the people who oversee your investment and to voice your opinion on executive pay. The board is asking for your approval to keep the current team and strategy in place, emphasizing long-term performance and solid governance.

VIRTUS INVESTMENT PARTNERS, INC. — DEF 14A Filing