Document

DEF 14A 1 a2022proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement


¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


x			Definitive Proxy Statement


¨			Definitive Additional Materials


¨			Soliciting Material Pursuant to §240.14a-12

Westwood Holdings Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required


¨			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11


			(1)			Title of each class of securities to which transaction applies:


			(2)			Aggregate number of securities to which transaction applies:


			(3)			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):


			(4)			Proposed maximum aggregate value of transaction:


			(5)						Total fee paid:


¨			Fee paid previously with preliminary materials.


¨			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.


			(1)			Amount Previously Paid:


			(2)			Form, Schedule or Registration Statement No.:


			(3)			Filing Party:


			(4)			Date Filed:

Dear Stockholder:

You are cordially invited to virtually attend the 2022 Annual Meeting of Stockholders of Westwood Holdings Group, Inc., which will be held online on Wednesday, April 27, 2022, at 10:00 a.m., Central Time, at www.virtualshareholdermeeting.com/WHG2022. The official Notice of Annual Meeting together with a proxy statement and proxy card are enclosed. Please give this information your careful attention.

Westwood invites all stockholders to attend the virtual meeting. Whether or not you expect to virtually attend the annual meeting, we urge you to complete, sign, date and promptly return the accompanying proxy card in the enclosed postage-paid envelope, or vote by Internet by following the instructions in the Notice of Annual Meeting, to ensure your representation at the meeting. You can revoke your proxy at any time before it is voted by delivering written notice to our Corporate Secretary at Westwood’s principal executive office, by signing and mailing to us a proxy card bearing a later date, by changing your vote by Internet (if you voted by Internet) or by virtually attending the meeting and voting then.

Sincerely,

March 22, 2022

Brian O. Casey

President and Chief Executive Officer

WESTWOOD MANAGEMENT • WESTWOOD TRUST • WESTWOOD ADVISORS
200 CRESCENT COURT, SUITE 1200 • DALLAS, TEXAS 75201 • T.214.756.6900 • F.214.756.6979 • westwoodgroup.com

TABLE OF CONTENTS


	Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		i

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS		ii

GENERAL QUESTIONS AND ANSWERS		1
The Annual Meeting		1
Procedures for Voting		3
Our Current Stock Ownership		3
Other Information		4

PROPOSAL 1: ELECTION OF DIRECTORS		5
Nominees		5
Corporate Governance Information		7
Director Compensation		12

EXECUTIVE OFFICERS		13

EXECUTIVE COMPENSATION		13
Compensation Discussion and Analysis		13
Compensation Committee Report		25
Summary Compensation Table		25
Grants of Plan-Based Awards		27
Outstanding Equity Awards at Fiscal Year-End		29
Stock Vested		29
Potential Payments Upon Termination or Change in Control		29

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS		34
Fees Billed by Independent Registered Public Accounting Firms		34
Vote Sought and Recommendation		34

PROPOSAL 3: TO APPROVE THE EIGHTH AMENDED AND RESTATED WESTWOOD HOLDINGS GROUP, INC. STOCK INCENTIVE PLAN		35
Vote Sought and Recommendation		38

PROPOSAL 4: TO CAST A NON-BINDING, ADVISORY VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION		39
Advisory Vote on Executive Compensation		39
Vote Sought and Recommendation		40

PROPOSAL 5 : TO APPROVE AMENDMENT S TO THE C OMPANY'S AMENDED AND RES TATED CERTIFICAT E OF IN CORPORATI ON T O E LIMINATE SUP ERMAJORITY VOTING REQUIREMENTS TO AMEND THE COMP AN Y 'S C ERTIFICATE OF INCORPORAT ION AND BY LAWS
Introduction and Reasons for Amendment		35
Description of Amendments		36
Effects of Stockholder Approval of Proposed Amendments		37
Vote Sought and Recommendation		38
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		42

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		42

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		43

REPORT OF THE AUDIT COMMITTEE		44

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		46

STOCKHOLDER PROPOSALS		46

ANNUAL REPORT		46

HOUSEHOLDING INFORMATION		46

OTHER MATTERS		47

APPENDIX A – EIGHTH AMENDED AND RESTATED WESTWOOD HOLDINGS GROUP, INC. STOCK INCENTIVE PLAN

APPENDIX B – TEXT OF PROPOSED AMENDMENTS TO THE CERTIFICATE OF INCORPORATION

WESTWOOD HOLDINGS GROUP, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON April 27, 2022

To the Stockholders of Westwood Holdings Group, Inc.:

NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of Westwood Holdings Group, Inc. ("Westwood," the "Company," "we," "us" or "our") will be held virtually at www.virtualshareholdermeeting.com/WHG2022 on Wednesday, April 27, 2022, at 10:00 a.m., Central Time, to consider and vote on the following proposals:

Proposal

Board Recommendation

Proposal 1.

The election of six directors to hold office until the next annual meeting of Westwood's stockholders and until their respective successors shall have been duly elected and qualified;

For all nominees

Proposal 2.

The ratification of the appointment of Deloitte & Touche LLP as Westwood's independent auditors for the year ending December 31, 2022;

For

Proposal 3.

To approve the First Amendment to the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan;

For

Proposal 4.

To cast a non-binding, advisory vote on the Company's executive compensation;

For

Proposal 5.

To approve amendments to the Company's Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements to amend the Company's Certificate of Incorporation and Bylaws.

For

In addition, we will consider the transaction of such other business as may properly come before the meeting or at any adjournments or postponements.

The foregoing items of business are more fully described in the attached proxy statement.

Only stockholders of record at the close of business on March 1, 2022 are entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements thereof. A holder of shares of our common stock as of the record date is entitled to one vote at the virtual meeting or by proxy for each share of common stock owned by such holder on all matters properly brought before the annual meeting or at any adjournments or postponements.

All of our stockholders are invited to virtually attend the annual meeting. Whether or not you expect to attend the annual meeting, we urge you to complete, sign, date and promptly return the accompanying proxy card in the enclosed postage-paid envelope to assure your representation at the meeting. You may also vote by Internet at www.virtualshareholdermeeting.com/WHG2022 using the control number shown on your proxy card or voting instruction card. You can revoke your proxy at any time before it is voted by delivering written notice to our Corporate Secretary at our principal executive office located at 200 Crescent Court, Suite 1200, Dallas, Texas 75201, by signing and mailing to us a proxy bearing a later date, by changing your vote by Internet (if you voted by Internet) or by virtually attending the annual meeting and voting then.

If you are the beneficial owner of shares of our common stock held in street name, you will receive voting instructions from your broker, bank or other nominee (who must be the stockholder of record). The voting instructions will provide details regarding how to vote these shares. Additionally, you may vote these shares at the virtual annual meeting if you have requested and received a legal proxy from your broker, bank or other nominee giving you the right to vote the shares at the annual meeting, and you complete the legal proxy and present it to us electronically at the annual meeting. Pursuant to the New York Stock Exchange ("NYSE") rules, if you hold your shares in street name, nominees will not have discretion to vote these shares on the election of directors, the approval of the First Amendment to the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan, and the matter pertaining to executive compensation. Accordingly, if your shares are held in street name and you do not submit voting instructions to your broker, bank or other nominee, these shares will not be counted in determining the outcome on Proposals 1, 3, 4 and 5 set forth in this proxy statement at the annual meeting. If you hold your shares in street name, we encourage you to provide voting instructions to your broker, bank, or other nominee so that your voice is heard on these proposals.

This proxy statement and proxy card are being mailed to our stockholders on or about March 22, 2022.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding Internet Availability of Proxy Materials for the Stockholder Meeting to be Held on April 27, 2022

The proxy materials for the Company's Annual Meeting of Stockholders, including the 2021 Annual Report to Stockholders, the Proxy Statement and any other additional soliciting materials, are available over the Internet by accessing our website at https://westwoodgroup.com/investor-relations/annual-reports/. Other information on our website does not constitute part of the Company's proxy materials.



By Order of the Board of Directors
Westwood Holdings Group, Inc.


Brian O. Casey
President and Chief Executive Officer

WESTWOOD HOLDINGS GROUP, INC.

PROXY STATEMENT FOR

2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON April 27, 2022

GENERAL QUESTIONS AND ANSWERS

The following questions and answers are intended to provide brief answers to frequently asked questions concerning the proposals described in this proxy statement and the proxy solicitation process. These questions and answers do not, and are not intended to, address all the questions that may be important to you. You should carefully read the remainder of this proxy statement. This proxy statement and the accompanying proxy card are being mailed to the stockholders of Westwood Holdings Group, Inc. ("Westwood," the "Company," "we," "us" or "our") on or about March 22, 2022.

THE ANNUAL MEETING


Q:			When and where is the annual meeting?


A:			The annual meeting will be held virtually on Wednesday, April 27, 2022, at 10:00 a.m., Central Time, at www.virtualshareholdermeeting.com/WHG2022.


Q:			What am I being asked to vote on?


A:	Our stockholders are being asked to vote on the following proposals at the annual meeting:
	•	Proposal 1 - To elect six directors to hold office until the next annual meeting of Westwood’s stockholders and until their respective successors shall have been duly elected and qualified; and
	•	Proposal 2 - To ratify the appointment of Deloitte & Touche LLP ("Deloitte") as Westwood’s independent auditors for the year ending December 31, 2022; and
	•	Proposal 3 - To approve the First Amendment to the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan; and
	•	Proposal 4 - To cast a non-binding, advisory vote on the Company's executive compensation; and
	•	Proposal 5 - To approve amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation" or the "Certificate"), to eliminate supermajority voting requirements to amend the Certificate and the Company’s Amended and Restated Bylaws, as amended (the "Bylaws").


Q:			How does the Board of Directors recommend that I vote?


A:			The Board of Directors recommends that you vote your shares (i) "FOR" each of the six director nominees for election to the Board of Directors, (ii) "FOR" the ratification of the appointment of Deloitte as Westwood’s independent auditors for the year ending December 31, 2022, (iii) "FOR" the approval of the First Amendment to the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan, (iv) "FOR" the approval, on a non-binding, advisory basis, of the Company’s executive compensation, and (v) "FOR" the approval of amendments to the Certificate of Incorporation to eliminate supermajority voting requirements to amend the Certificate and the Bylaws.
			If you submit your properly executed proxy without voting instructions, your shares represented by that proxy will be voted as recommended by the Board of Directors.


Q:			Who is entitled to vote at the annual meeting?


A:			Stockholders of record at the close of business on March 1, 2022 (the "record date") are entitled to notice of, and to vote at, the virtual annual meeting and any adjournments or postponements thereof. A holder of shares of our common stock as of the record date is entitled to one vote at the meeting or by proxy for each share of common stock owned by such holder on all matters properly brought before the annual meeting or at any adjournments or postponements thereof. As of March 1, 2022, there were 8,587,606 shares of common stock outstanding and entitled to vote on each of the proposals.


Q:			What constitutes a quorum?


A:			We must have a quorum in order to carry out the business of the annual meeting. This means at least a majority of the shares of common stock outstanding as of the record date must be represented at the annual meeting, either by proxy or virtually. Abstentions and broker non-votes, which are described in more detail below, are counted as shares present at the annual meeting for purposes of determining whether a quorum exists.


Q:			What is the difference between holding shares as a "stockholder of record" and as a "beneficial owner"?


A:			Stockholder of Record: A stockholder of record holds shares registered directly in the stockholder's name with our transfer agent. As a stockholder of record, you have the right to grant your voting proxy directly to us in accordance with the procedures described below or to vote virtually at the annual meeting.
			Beneficial Owner: If your shares are held through a bank, broker or other nominee, you are the "beneficial owner" of shares held in "street name," and these proxy materials are being forwarded to you by your bank, broker or other nominee, which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares by completing the instructions provided to you by your bank, broker or other nominee. However, since you are not a stockholder of record, you may not virtually vote these shares at the annual meeting unless you obtain a valid proxy from your bank, broker or other nominee (who must be the stockholder of record) giving you the right to vote the shares.


Q:			What is a broker non-vote?


A:			Generally, a broker non-vote occurs when a bank, broker or other nominee that holds shares in "street name" for customers is precluded from exercising voting discretion on a particular proposal because (i) the beneficial owner has not instructed the bank, broker or other nominee how to vote, and (ii) the bank, broker or other nominee lacks discretionary voting power to vote such shares. A bank, broker or other nominee does not have discretionary voting power with respect to the approval of "non-routine" matters absent specific voting instructions from the beneficial owners of such shares.
			Under applicable rules, Proposals 1, 3, 4 and 5 are considered "non-routine" matters, on which banks, brokers and other nominees are not allowed to vote unless they have received voting instructions from the beneficial owners of such shares. The proposal to ratify the appointment of Deloitte as Westwood’s independent auditors for the year ending December 31, 2022 (Proposal 2) is considered a routine matter on which banks, brokers and other nominees may vote in their discretion on behalf of beneficial owners who have not provided voting instructions. Your bank, broker or other nominee will send you instructions on how you can instruct them to vote on Proposal 2. If you do not provide voting instructions, your bank, broker or other nominee will have discretionary authority to vote your shares with respect to Proposal 2.


Q:			What vote is required to approve each proposal?


A:			Proposal 1: The election of directors requires the affirmative "FOR" vote of a majority of the shares present in person (or virtually) or represented by proxy and entitled to vote on the election of directors at the annual meeting at which a quorum is present. You may vote "FOR," “AGAINST” or "ABSTAIN" with respect to the election of each director nominee. Abstentions will have the effect of votes “AGAINST” a director nominee and broker non-votes will have no effect on the outcome of the election of directors.
			Proposal 2: The ratification of the appointment of Deloitte as Westwood’s independent auditors for the year ending December 31, 2022 requires the affirmative "FOR" vote of a majority of the votes cast at the annual meeting. You may vote "FOR," “AGAINST” or "ABSTAIN" with respect to the ratification of our auditors. This proposal is considered a “routine” matter under applicable rules on which banks, brokers and other nominees may vote in their discretion on behalf of beneficial owners who have not provided voting instructions. Abstentions will have no effect on the outcome of this proposal.
			Proposal 3: The approval of the First Amendment to the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan requires the affirmative "FOR" vote of a majority of the votes cast at the annual meeting. You may vote "FOR," “AGAINST” or "ABSTAIN" with respect to this proposal. As the approval of Proposal 3 is a non-routine matter under applicable rules, your bank, broker or other nominee cannot vote without instructions from you. A broker non-vote is not a vote cast under applicable law or applicable NYSE rules and will have no effect on the outcome of this proposal. An abstention, however, is a vote cast under applicable NYSE rules and, as a result, abstentions will have the effect of votes "AGAINST" this proposal.
			Proposal 4: The non-binding, advisory vote on the Company's executive compensation requires the affirmative "FOR" vote of a majority of the votes cast at the annual meeting. You may vote "FOR," “AGAINST” or "ABSTAIN" with respect to this proposal. As the advisory vote on the Company's executive compensation is a non-routine matter under applicable rules, your bank, broker or other nominee cannot vote without instructions from you. Abstentions and broker non-votes will have no effect on the outcome of this proposal.
			Proposal 5: The approval of the proposed amendments to the Certificate of Incorporation requires the affirmative "FOR" vote of the holders of not less than two-thirds (2/3) of the voting power of the outstanding shares of common stock. You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to this proposal. As the approval of the proposed amendments to the Certificate of Incorporation is a non-routine matter under applicable rules, your bank, broker or other nominee cannot vote without instructions from you. Abstentions and broker non-votes will have the effect of votes “AGAINST” this proposal.

PROCEDURES FOR VOTING


Q:			Who is entitled to vote?


A:			Only stockholders of record as of the close of business on March 1, 2022, the record date, will be entitled to vote on the proposals at the annual meeting. Each share of common stock is entitled to one vote.


Q:			How do I vote?


A:			If you are the record holder of your shares, you can vote by attending the annual virtual meeting or by completing, signing and returning your proxy card in the enclosed postage-paid envelope. You can also vote by Internet at www.virtualshareholdermeeting.com/WHG2022 using the control number shown on your proxy card or voting instruction card.
			If your shares are held by your broker as your nominee (that is, in "street name"), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If your shares are held in street name, your proxy card may contain instructions from your broker that allow you to vote your shares using the Internet or telephone. Please consult with your broker if you have any questions regarding the electronic voting of your shares held in street name.


Q:			Is my proxy revocable and can I change my vote?


A:	If you are a stockholder of record you may revoke your proxy at any time before it is officially voted by doing one of the following:
	•	Sending a written notice revoking your proxy to Julie K. Gerron, our Corporate Secretary, at 200 Crescent Court, Suite 1200, Dallas, Texas 75201;
	•	Signing and mailing to us a proxy bearing a later date;
	•	Changing your vote by Internet (if you voted by Internet); or
	•	Attending our virtual annual meeting and voting then.

	If you are not a stockholder of record, but instead hold your shares in "street name" through a bank, broker or other nominee, the above-described options for revoking your proxy do not apply. Instead, you will need to follow the instructions provided to you by your bank, broker or other nominee in order to revoke your proxy and submit new voting instructions.


Q:			Is my vote confidential?


A:			Yes. Only the inspector of votes and certain of our employees will have access to your proxy card. All comments will remain confidential, unless you ask that your name be disclosed.

OUR CURRENT STOCK OWNERSHIP


Q:			What percentage of stock do the directors and executive officers own?


A:			Collectively, our executive officers and directors beneficially owned approximately 1,021,617 shares, or approximately 11.9%, of our outstanding common stock as of March 1, 2022.
			We believe that our executive officers and directors intend to vote their shares of our common stock on each of the proposals presented in this proxy statement as recommended by the Board of Directors.


Q:			Who are the largest principal stockholders?


A:			Based on our review of Schedule 13G, Schedule 13D and Form 13F filings, as of March 1, 2022, the ten institutional stockholders with the largest percentage ownership of our outstanding common stock were JCP Investment Management, LLC (9.9%), Allspring Global Investments Holding LLC (6.8%), Renaissance Technologies LLC (6.1%), GAMCO Investors, Inc. (5.2%), DePrince, Race & Zollo, Inc. (4.9%), The Vanguard Group, Inc. (4.1%), Dimensional Fund Advisors LP (3.2%), Luther King Capital Management Corp (2.9%), Ancora Advisors LLC (2.6%) and BlackRock Fund Advisors (2.2%).
			Brian O. Casey, our President and Chief Executive Officer, owned 4.5%, and Susan M. Byrne, our Vice Chairman, owned 3.0% of our outstanding common stock as of March 1, 2022. Our employees and directors, including Mr. Casey, collectively owned approximately 22.1% of our outstanding common stock as of March 1, 2022.

OTHER INFORMATION


Q:			Who is soliciting my proxy and who will pay the solicitation expenses?


A:			The Company is soliciting your proxy by and on behalf of our Board of Directors, and we will pay the cost of preparing and distributing this proxy statement and the cost of soliciting votes. We will reimburse stockbrokers and other custodians, nominees and fiduciaries for forwarding proxy and solicitation material to the owners of our common stock.


Q:			Who can help answer my additional questions?


A:			Stockholders who would like additional copies, without charge, of this proxy statement or have additional questions about this proxy statement, including the procedures for voting their shares, should contact:
			Terry Forbes, Chief Financial Officer & Treasurer Westwood Holdings Group, Inc. 200 Crescent Court, Suite 1200 Dallas, Texas 75201 Telephone: (214) 756-6900

This question and answer section is qualified in its entirety by the more detailed information contained in this proxy statement.

This proxy statement contains important information that should be read before you vote on the proposals herein. You are strongly urged to read this proxy statement in its entirety. You are also strongly urged to read our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission ("SEC") on March 4, 2022 (the "2021 Form 10-K"), which is being sent to you with this proxy statement.

PROPOSAL 1:

Election of Directors

Our Bylaws provide that the Board of Directors of the Company (the "Board") will consist of between three and eleven directors, as may be determined from time to time by resolution of the Board. The Board has previously set the number of directors at eight but reduced the number of directors to six for the current term. The terms of the six incumbent directors expire at the 2022 Annual Meeting. Each director elected at the 2022 Annual Meeting will serve until the 2023 Annual Meeting and thereafter until his or her successor has been elected and qualified or until the director's earlier death, resignation or removal. The Board of Directors has nominated the nominees listed below. Each nominee has consented to being named in this proxy statement and to serve if elected.

We have no reason to believe that any of the nominees will not serve if elected but, if any of them should become unavailable to serve as a director, and if the Board of Directors designates a substitute nominee, the persons named in the accompanying proxy will vote for the substitute nominee designated by the Board of Directors, unless a contrary instruction is given in the proxy.

Each stockholder is entitled to cast one vote for each director nominee per share of common stock held by them at the close of business on March 1, 2022. The affirmative “FOR” vote of a majority of the shares present in person (or virtually) or represented by proxy and entitled to vote on the election of directors is required for the election of directors. Stockholders may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the election of each director nominee. Abstentions will have the same effect as votes against a director nominee and broker non-votes will have no effect on the outcome of the election of directors.

Nominees

The persons nominated to be directors are listed below. The following information is submitted concerning the nominees for election as directors:

Name

Age

Position(s) With Westwood

Brian O. Casey

President, Chief Executive Officer and Director

Richard M. Frank

Chairman of the Board of Directors

Susan M. Byrne

Vice Chairman of the Board of Directors

Ellen H. Masterson

Director

Geoffrey R. Norman

Director

Randy A. Bowman

Director

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

FOR THE APPROVAL OF EACH OF THE DIRECTOR NOMINEES.

The biographical information for each director nominee is set forth below.

Brian O. Casey has served Westwood as Chief Executive Officer of Westwood since January 2006, as President and a director since its inception in December 2001, as Secretary from December 2001 to March 2014, and as Chief Operating Officer from 2001 to 2005. Mr. Casey has served as Chief Executive Officer of Westwood Management since January 2006, as President since 2002, and as a director since 2000. Mr. Casey served as Chief Operating Officer of Westwood Management from 2000 to 2005, as Executive Vice President from 2000 to 2002, and as Vice President from 1992 to 1996. Mr. Casey has served as director of Westwood Trust since 1996 and also served as President of Westwood Trust from 1996 to 2013. Since 2002, Mr. Casey has served on the Tartan Board of Directors, a group exclusively devoted to raising money for the Texas Scottish Rite Hospital for Children. In 2020, he rejoined the board of the Baylor Health Care System Foundation, which helps raise money to support Baylor Health Care System’s mission of patient care, education, research and community service. Mr. Casey previously served on the Baylor Health Care System Foundation board from 2008 until 2017. In 2011, he was appointed to the Board of the Cooper Institute, an organization dedicated to scientific research in the field of preventative medicine and public health.

As the Chief Executive Officer of the Company with over 22 years in senior executive roles with the Company, Mr. Casey brings extensive knowledge of and experience with the Company and its business as well as valuable leadership and management skills. Mr. Casey has deep knowledge of the Company's operations, strategies and competitive environment as well as the asset management industry as a whole.

Richard M. Frank has served as a director of Westwood and Westwood Trust since February 2006, and as Chairman of the Board of Directors since May 1, 2015. Mr. Frank was previously employed by CEC Entertainment, Inc. (“CEC”), a Dallas-based company that operates a chain of pizza and children’s entertainment restaurants, until his retirement in March 2014. CEC was an NYSE-listed company until February 2014. From December 2008 until February 2014, he served as Executive Chairman of the Board of CEC. Mr. Frank served CEC as a director from June 1985 to February 2014, as Chairman of the Board and Chief Executive Officer from March 1986 to December 2008, and as President and Chief Operating Officer from

June 1985 to October 1988. Prior to CEC, Mr. Frank served for 12 years as Chief Operating Officer of S&A Restaurant Co., a subsidiary of the Pillsbury Company.

Mr. Frank brings extensive knowledge with regard to executive and board level oversight of a public company through his significant experience as Chief Executive Officer, Chairman and director of CEC. Mr. Frank also has a deep understanding of business, governance, compensation and financial matters through his service with CEC.

Susan M. Byrne has served as a director of Westwood since its inception in December 2001 and served as Chairman of the Board of Directors from Westwood's inception through May 1, 2015, at which time she began serving as Vice Chairman of the Board of Directors, a position which she currently holds. Ms. Byrne also serves as a consultant to the Company under a consulting agreement dated March 17, 2015. She served as Director, Global Initiatives for Westwood from February 2012 to July 2015, as Co-Chief Investment Officer from January 2011 to February 2012, as Chief Investment Officer from January 2006 to February 2012, and as Chief Executive Officer from December 2001 to December 2005. Ms. Byrne is the founder of Westwood Management Corp., and she has served as its Chairman of the Board since 1983, as Chief Investment Officer from 1983 to February 2012, as Chief Executive Officer from 1983 to 2005, and as President from 1983 to 2002. She served as a director of Westwood Trust from 1996 to 1999 and again since 2016.  She serves as a Trustee of the Impact Dallas Capital Board and is also a Trustee of the Naval Postgraduate School Foundation. Ms. Byrne has previously served as a board member of the Dallas Museum of Art, where she also served on the Executive Committee and as Treasurer. She is also a former Trustee of the Dallas Police & Fire Pension System, the Board of Presbyterian Communities & Services Foundation, the Board of the University of Texas Investment Management Company, and the Board of Trustees for the City of Dallas Employees Retirement Fund.

As the Founder and Vice Chairman of the Board of the Company and as a result of her tenure with the Company and its subsidiaries for over 30 years, Ms. Byrne brings extensive knowledge of and experience with the Company and its business as well as valuable leadership and management experience. Ms. Byrne has deep knowledge of the Company's operations, strategies and competitive environment as well as the asset management industry as a whole. With over 40 years of experience in the investment management business, Ms. Byrne is uniquely qualified to provide insight to the Board on the Company's investment management strategies and operations.

Ellen H. Masterson has served as a director of Westwood and Westwood Trust since 2014. She retired as a partner with PricewaterhouseCoopers (“PwC”) in 2008, having served in such capacity since 1999 and also from 1985 to 1997. Ms. Masterson specialized in the audits of companies involved in several sectors of the financial services industry, including investment management firms and public companies with a focus on mergers and acquisitions. She held senior positions within the leadership of PwC from 2001 to 2008, including international responsibilities across PwC’s global network. From 1997 to 1999, Ms. Masterson served as Senior Vice President and Chief Financial Officer of American General Corporation prior to its acquisition by American International Group, Inc. Ms. Masterson serves on the Board of Directors of Insperity, Inc (NYSE: NSP), a leading provider of human resource and comprehensive business performance solutions for small and medium-sized businesses, and on the Board of Governors of The Doctors Company, the largest doctor-owned medical malpractice insurer in the US. Since 1982, she has served on the boards of directors for numerous nonprofit and charitable organizations.

Ms. Masterson brings extensive knowledge of financial reporting and accounting issues faced by companies in the financial services industry, as well as experience with international business, strategic planning and corporate governance from 40 years of serving clients and acting as a public company Chief Financial Officer and a trustee of nonprofit organizations.

Geoffrey R. Norman has served as a director of Westwood and Westwood Trust since April 2007. He was employed by General Electric from 1968 to 2004, serving in various roles including Comptroller of GE Española, Chief Financial Officer of GE International Contractor Equipment, Vice President & Treasurer of GE Capital, and Executive Vice President of GE Asset Management. Mr. Norman serves on a global board for buildOn, a not-for-profit entity that builds schools in underdeveloped countries and organizes after-school clubs in US high schools. Mr. Norman also serves as a consultant to 5AM Ventures, a life science venture capital firm based in San Francisco, California.

Mr. Norman brings extensive financial, operational, regulatory and strategic expertise to the Board, having served in several finance and executive management roles over a 36-year career at General Electric. As a former executive with GE Asset Management, where he led the creation of GE's external money management business and served on the Boards of Trustees of the GE Pension Fund and GE Canada's Pension Plan, Mr. Norman brings extensive knowledge of the institutional investment management business from both asset manager and plan sponsor perspectives.

Randy A. Bowman has served as a director of Westwood and Westwood Trust since 2021. He has served as the Chair, CEO and President of AT LAST! – The Urban Boarding Experience ("AT LAST!"), a non-profit organization that provides impoverished elementary school-aged children with urban boarding opportunities and educational resources, from January 2017 to the present. From July 2001 to January 2017, Mr. Bowman served as the President and Co-Owner of MW Logistics, a provider of transportation and logistics solutions for Fortune 200 manufacturers. Since 2016, he has served as a Board member and Chair of Impact Dallas Capital, a fund supporting increased economic development in southern Dallas. From 2016 to 2020, Mr. Bowman served as a Board member and Chair of the City of Dallas Employee Retirement Fund. From 2011 to 2015, he served as Board Chair of the Parkland Hospital Foundation.

Mr. Bowman brings business development, operational and strategic expertise as a result of his seventeen years owning and presiding over a successful logistics company, and experience with sophisticated corporate transactions from twelve years as a former corporate finance lawyer. As former Chair of the City of Dallas Employee Retirement Fund, he brings substantial knowledge of oversight of investment management and allocation from a plan sponsor perspective. Mr. Bowman also has extensive civic and community knowledge, reputation and relationship capital through his nonprofit service, having founded AT LAST! and served as Chair of multiple high-impact nonprofit organizations.

Corporate Governance Information

The Board of Directors held eight meetings during 2021. All of the incumbent director nominees attended all of the meetings held in 2021 during their respective appointments. The standing committees of the Board of Directors currently consist of the Audit Committee, the Compensation Committee and the Governance/Nominating Committee. The membership and duties of these committees are described below.

Independent Directors(1)

Audit

Committee

Compensation

Committee

Governance/Nominating

Committee

Richard M. Frank(2)

Ellen H. Masterson(3)

Geoffrey R. Norman(3)

Randy A. Bowman

Raymond E. Wooldridge

___________________

M Committee member

C Committee chair

(1) The Board of Directors has determined that all members of the Audit, Compensation and Governance/Nominating Committees are "independent directors" under the applicable rules of the NYSE and the Securities and Exchange Commission ("SEC").

(2) Richard M. Frank is the Chairman of the Board of Directors and, as such, he chairs executive sessions of the Board of Directors.

(3) The Board of Directors has determined that Geoffrey R. Norman and Ellen H. Masterson are qualified as Audit Committee financial experts within the meaning of the regulations of the SEC and have accounting and related financial management expertise within the meaning of the NYSE Corporate Governance Listing Standards.

Board Committees

Audit Committee. The Audit Committee operates pursuant to a charter approved by our Board of Directors, which the Audit Committee reviews periodically to determine if revisions are necessary or appropriate. A copy of the charter is posted on our website at westwoodgroup.com. In addition, a copy of the charter is available upon written request to our Corporate Secretary at our principal executive office (200 Crescent Court, Suite 1200, Dallas, Texas 75201). The Audit Committee monitors our independent auditors as well as the preparation of our financial statements and our system of internal control over financial reporting. The Audit Committee selects an independent accounting firm to conduct the annual audit, monitors the independence of our independent accountants, monitors our accounting and financial reporting processes and the audits of our financial statements. The Audit Committee is responsible for reviewing reports from management relating to our financial condition and other matters that may have a material impact on our financial statements and compliance policies. The Audit Committee is responsible for asking our management and independent auditors about the appropriateness of the accounting principles we follow, as well as reviewing changes in accounting principles and their impact on our financial statements in terms of the scope of audits conducted or scheduled to be conducted. The Audit Committee is further responsible for preparing a report stating, among other things, whether our audited financial statements should be included in our Annual Report on Form 10-K. Finally, the Audit Committee evaluates the adequacy and effectiveness of our risk assessment, risk management policies, and overall enterprise risk management, including Environmental, Social and Governance ("ESG"). The Audit Committee met five times during 2021. All members of the Audit Committee attended all of the meetings held in 2021 during their respective appointments.

Compensation Committee. The Compensation Committee operates pursuant to a charter approved by our Board of Directors, which the Compensation Committee reviews periodically to determine if revisions are necessary or appropriate. A copy of the charter is posted on our website at westwoodgroup.com. In addition, a copy of the charter is available upon written request to our Corporate Secretary at our principal executive office (200 Crescent Court, Suite 1200, Dallas, Texas 75201). The Compensation Committee authorizes and determines all compensation for our executive officers, administers our incentive compensation plans in accordance with the powers granted in such plans, determines any incentive awards to be made to our officers, administers our stock incentive plans and other equity ownership, compensation, retirement and benefit plans, approves the performance-based compensation of individuals pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, reviews the management development and succession plans related to executive officers, reviews the company’s human capital initiatives related to DE&I and other workforce programs, and administers other matters relating to compensation and benefits. The Compensation Committee met six times during 2021. All members of the Compensation Committee attended all of the meetings held in 2021during their respective appointments.

Governance/Nominating Committee. The Governance/Nominating Committee operates pursuant to a charter approved by our Board of Directors, which the Governance/Nominating Committee reviews periodically to determine if revisions are necessary or appropriate. A copy of the charter is posted on our website at westwoodgroup.com. In addition, a copy of the charter is available upon written request to our Corporate Secretary at our principal executive office (200 Crescent Court, Suite 1200, Dallas, Texas 75201). The primary function of the Governance/Nominating Committee is to develop and oversee the application of corporate governance principles to Westwood, to identify and evaluate qualified candidates for Board membership, recommend director nominees to the Board to be voted on at the annual meeting of stockholders, and communicate with members of the Board regarding Board and committee meeting format and procedures. The Governance/Nominating Committee met six times during 2021. All members of the Governance/Nominating Committee attended all of the meetings held in 2021 during their respective appointments.

Director Independence

Our Board of Directors has adopted Corporate Governance Guidelines regarding director independence, among other matters. The full text of our Corporate Governance Guidelines is available on our website at westwoodgroup.com. In addition, a copy of our Corporate Governance Guidelines is available upon written request to our Corporate Secretary at our principal executive office (200 Crescent Court, Suite 1200, Dallas, Texas 75201).

Pursuant to our Corporate Governance Guidelines, a majority of the members of our Board of Directors, as well as all members of each committee of the Board, must be non-management directors who meet the "independence" requirements of the NYSE Corporate Governance Listing Standards and other governing laws and regulations. In addition, all members of the Audit Committee must meet additional "independence" standards required under the Exchange Act. Our Board of Directors annually reviews director independence. In the 2021 review, the Board of Directors reviewed directors' responses to a questionnaire asking about their relationships, and the relationships of their family members, with us, and other potential conflicts of interest. In addition, our Board of Directors was aware that some of our directors and individuals or entities affiliated with such directors have asset management accounts held by one of our subsidiaries and managed by us. Our Board of Directors also considered a 2021 donation from Mr. Casey to AT LAST! and did not consider that donation an impairment of Mr. Bowman's independence. After noting such items, and based upon its review, the Board of Directors unanimously determined that none of these relationships constituted a material relationship with us that would affect the "independence" of any such director under SEC and NYSE rules.

As a result, the Board affirmatively determined that Messrs. Frank, Norman, Bowman and Ms. Masterson are "independent" as defined under SEC and NYSE rules. Ms. Byrne, who currently serves as a consultant to the Company, and Mr. Casey, who served as an executive officer of the Company during 2021, are not independent directors.

Board Leadership Structure

Our Board of Directors currently separates the roles of Chief Executive Officer and Chairman of the Board, however, the Board does not have a policy in place that requires these two roles to remain separate. Brian O. Casey serves as our President, Chief Executive Officer and director, and Richard M. Frank serves as our Chairman of the Board. As President and Chief Executive Officer, Mr. Casey has primary responsibility for the day-to-day operations of the Company and provides leadership on the Company's key strategic objectives. As Chairman of the Board, Mr. Frank (i) provides leadership to the Board and chairs its meetings, (ii) chairs executive sessions of the non-management directors, and (iii) sets the agenda items for such meetings and sessions. In accordance with our Corporate Governance Guidelines, our non-management directors meet in executive session without the presence of management on a regular basis.

With a supermajority of independent directors, an Audit Committee, a Compensation Committee and a Governance/Nominating Committee each comprised entirely of independent directors, a Chairman of the Board who chairs all executive sessions of the non-management directors and who has extensive knowledge with regard to executive and board level oversight of a public company through his significant experience as chief executive officer, chairman and board director of CEC, and who also has a deep understanding of business, governance, compensation and financial matters, the Board of Directors believes that its current leadership structure provides an appropriate balance that best serves the Company and its stockholders.

Board's Role in Risk Oversight

The Board's role in the Company's risk oversight process includes receiving regular reports from members of senior management on the Company's enterprise risk management committee regarding areas of material risk to the Company, including operational, financial, legal and regulatory, ESG and strategic risks. The Audit Committee is responsible for oversight of risks relating to the Company's accounting matters, financial reporting and legal and regulatory compliance. To satisfy these oversight responsibilities, the Audit Committee meets regularly with management, the Company's internal auditor and Deloitte, the Company's independent auditor. The Compensation Committee is responsible for overseeing risks relating to employment policies and the Company's compensation and benefits programs, including Diversity, Equity and Inclusion ("DE&I"). To satisfy these oversight responsibilities, the Compensation Committee meets regularly with management to understand the implications of compensation decisions, particularly the risks the Company's compensation policies may pose to the Company's financial condition, human resources and stockholders. The Governance/Nominating Committee is responsible for overseeing risks relating to overall corporate governance and succession planning. To satisfy these oversight responsibilities, the

Governance/Nominating Committee annually reviews Board composition, as well as Board and committee performance, and periodically reports to the Board on corporate governance and succession planning matters.

Additionally, the Board's risk oversight function is supported by the directorships of Mr. Casey and Ms. Byrne, whose industry knowledge and experience provide the Board with a deep understanding of the risks facing the Company. Accordingly, the Board of Directors believes that having Mr. Casey and Ms. Byrne serve on the Board, together with a supermajority of independent directors and three independent Board committees, provides the appropriate leadership structure to assist in effective risk oversight by the Board.

Risks Related to Compensation Policies and Practices

As part of its oversight of the Company's executive and non-executive compensation programs, the Compensation Committee considers the impact on our risk profile of our compensation programs, and the incentives created by the compensation awards that it administers. In addition, the Company reviews all of its compensation policies and procedures, including the incentives that they create and factors that may affect the likelihood of excessive risk-taking, to determine whether they present a material risk to the Company. The Compensation Committee also utilizes the following risk mitigating factors:

•Overall compensation levels that are competitive with the market;

•Limits on annual cash incentive awards;

•Discretionary authority to reduce annual cash incentive awards;

•Long-term equity incentive awards to reward executives and other key employees for driving sustainable, profitable growth for stockholders and clients;

•Vesting periods for long-term equity incentive awards that encourage executives and other key employees to focus on sustained stock price appreciation;

•Internal controls over financial reporting and other financial, operational and compliance policies and practices that are intended to prevent manipulation of performance; and

•Policies related to the promotion of diversity, equity and inclusion in our workforce.

Based on this review, the Company has concluded that its compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Environmental, Social and Governance

ESG Core Principles

Since inception, we were intentional about the corporate culture we wanted to foster ― one focused on core values. To keep us motivated, we found inspiration in Coach John Wooden’s Pyramid of Success™ to help us aspire and maintain a culture of teamwork, integrity and valuing client interests ahead of our own.

The Covid-19 pandemic has challenged us professionally and personally. At Westwood, we have used the last two years to reflect and further refine the criteria that will keep us relevant. Our ESG focus is guided by the following six pillars:

1.Environmental impact;

2.Diversity, equity and inclusion;

3.Community;

4.Responsible investing;

5.Privacy and data protection; and

6.Governance.

We include ESG issues in our investment process and measure ourselves against them because it makes business sense. It improves our ability to create an environment that values true diversity, inclusiveness and transparency and ultimately supports employee growth for the long term.

As an active asset manager, we take a fundamental, financial materiality-based approach to identifying high-quality companies and sound businesses around the world. We integrate ESG into our proprietary investment process and believe material ESG-related issues are important in conducting bottom-up, fundamental analysis when evaluating the merits of a company’s strategy, downside risk and valuation. Based on our research, we find sustainability plays a critical role in company selection and has always been an input to our analysis. As ESG evaluation techniques continue to evolve, we will adapt our own analyses to stay true to our fiduciary responsibilities.

Being active describes more than our approach to investing. It also is how we run our business as a publicly traded company. Our focus on transparency, corporate governance, life principles, ethical conduct and giving back to the communities in which we operate is core to our values. Diversity is also an important part of our culture and identity; approximately 43% of

our employees are women — many in senior positions — and approximately 25% of our employees self-identify as members of minority communities.

Westwood is a signatory of the United Nations Principles for Responsible Investment ("UNPRI") and is committed to adopting and implementing responsible investment principles in a manner consistent with our fiduciary duties to clients. We support the UNPRI and recognize the importance of considering ESG issues as an element in our overall investment process.

Our responsible investment commitment is linked to our investment process across our high-conviction equity and outcome-oriented solutions. Across this diverse set of strategies, we take a fundamental approach to identifying high-quality companies and sound businesses around the world. ESG is directly linked to the bottom-up, fundamental assessment of companies and has always been an input to our analyses.

Governance

Westwood is committed to the successful integration and promotion of ESG at both the corporate level and the investment level. We have established two governing structures, a Responsible Investment Committee and a Corporate Responsibility Committee, to ensure we have the strategic influence and leadership required to create a clear corporate sustainability strategy across our business. The separation of responsibilities among the two governing structures was designed to ensure proper accountability across the firm.

The Responsible Investment Committee was established to consider matters related to the maintenance, development and implementation of our responsible investment practices to support our ESG policy. The Corporate Responsibility Committee was established for the oversight and implementation of our corporate sustainability strategy and ESG policies. The Corporate Responsibility Committee governs as a cross-functional team designed to engage leadership across key corporate functions to provide oversight as well as strategic guidance.

Engagement

As part of our fundamental investment research process, our analysts conduct meetings with target company managements and investor relations to understand strategy, execution and financial strength. When ESG issues are of specific concern, our team seeks to understand how the target company plans to address them and views this from a “tracking” perspective over time.

ESG Integration

Across all of our strategies, ESG analysis is designed to focus only on material factors. We support this approach with an explicit acknowledgement that fundamental analysis of ESG is highly nuanced by security (sector, size, geography) and investment strategy (holding period, position size, share rights). The specifics of integration and execution are left to the discretion of the investment teams.

ESG analysis is performed by our industry analysts during the first step of our investment process in which an analyst is conducting deep, forward-looking research. Analysts have access to multiple third-party ESG metric providers and often generate their own inputs. These inputs ultimately are integrated into a proprietary financial statement projection, which becomes a part of our investment recommendation.

Proxy Voting

Westwood views proxy voting rights as valuable portfolio assets. Our overarching principle is to exercise voting responsibilities solely in the best interests of our clients. We see proxy voting as a means of addressing corporate governance issues and encouraging corporate actions that enhance stockholder value. Westwood has selected guidelines from a third-party proxy research service, Glass-Lewis, that we believe create value for our clients and cover most proxy issues. The Investment Operations Team serves as the administrator responsible for overseeing the implementation of our proxy voting policy. Westwood’s Corporate Responsibility Committee, in collaboration with our investment team’s bi-monthly review of ballots, has confirmed that our proxy voting guidelines on environmental, social and governance issues generally match the Glass-Lewis policy, which is to vote in favor of such items when there is a clear link between the proposal and value enhancement or risk mitigation to stockholders. Our goal is to vote all proxies and in most cases we agree with and follow the recommendations of our proxy research service; however, we will vote against Glass-Lewis recommendations when we feel it is in our clients’ best interests. A summary of voting is sent to each client for whom proxies are voted on an annual basis.

Social Impact and Corporate Giving

Community involvement is the cornerstone of our culture, which drives employee engagement and makes employees proud to work at Westwood. Every year we donate to local and national nonprofits and support clients and employees in their volunteer efforts.

Environment

At Westwood, we embrace caring for our communities and are taking steps to take care of the world around us through our initiative to calculate carbon footprints and buying carbon credits. Our Green Committee establishes initiatives to support this important work.

Stockholder Recommendations for Director Candidates

The Board of Directors has delegated to the Governance/Nominating Committee specific responsibilities relating to selection of directors to serve on the Board. The Governance/Nominating Committee is responsible for identifying potential candidates for Board membership and for recommending to the Board a slate of director candidates to stand for election at the annual meeting of our stockholders. The Governance/Nominating Committee seeks to identify, and the Board then selects, director candidates who (i) have significant business experience that is relevant and beneficial to the Board and Westwood, (ii) are willing and able to make a sufficient time commitment to the affairs of Westwood to effectively perform the duties of a director, including regular attendance at Board and committee meetings, (iii) are committed to the long-term growth and profitability of Westwood, (iv) are individuals of character and integrity, (v) are individuals with inquiring minds willing to challenge and stimulate management and (vi) represent the interests of Westwood as a whole and not just the interests of a particular stockholder or group. The Governance/Nominating Committee does not have a specific policy considering diversity in identifying director candidates, but use of the criteria listed above has led to a diverse board including 33% female and 16% minority directors. The Governance/Nominating Committee believes these criteria are the key factors in identifying qualified director candidates.

The Governance/Nominating Committee has a policy for considering new director candidates recommended by our stockholders if such recommendations are made in compliance with applicable laws, rules and regulations, our Bylaws and procedures established by the committee. Director candidates recommended by stockholders are evaluated by the Governance/Nominating Committee using the same criteria applied by the Governance/Nominating Committee to director candidates identified by that committee, as described in the previous paragraph.

Under our Bylaws, stockholders may also nominate persons for election to our Board of Directors. Any director nomination must comply with the requirements set forth in our Bylaws and must be received by our Corporate Secretary at our principal executive offices not later than the close of business on January 27, 2023 and not earlier than the close of business on December 28, 2022. In the event that the date of the 2023 annual meeting of stockholders is more than 30 days before or more than 60 days after the one-year anniversary of the 2022 Annual Meeting of Stockholders, notice of such stockholder proposal must be received no earlier than the close of business on the 120th day before 2023 annual meeting of stockholders and no later than the close of business on the later of the two following dates: the ninetieth 90th day prior to 2023 annual meeting of stockholders, or the 10th day following the day on which public announcement of the date our 2023 annual meeting of stockholders is first made.

For the 2022 Annual Meeting, our Governance/Nominating Committee has not received a candidate recommendation or nomination from any stockholder (or group of stockholders), including any stockholder (or group of stockholders) that beneficially owns more than five percent of our common stock.

Communications with the Board

Stockholders or other interested parties may communicate with the Board of Directors or particular Board members (including our Chairman or non-management directors as a group) by mailing a written communication to our Corporate Compliance Officer at 200 Crescent Court, Suite 1200, Dallas, Texas 75201, by email to legal@westwoodgroup.com or by telephone to 214-756-6900. All communications are received and processed by the Corporate Compliance Officer before being referred to the appropriate Board member(s). Complaints relating to our accounting, internal controls or auditing matters, and concerns regarding questionable accounting or auditing matters, are referred to the Chairman of the Audit Committee. Other communications intended for the Board of Directors at large are referred to our Chairman, while communications intended for specific Board members are referred to those Board members. Advertisements, solicitations for periodicals or other subscriptions, and similar communications are not forwarded to Board members. In the event that a complaint or concern appears to involve the Corporate Compliance Officer, then the stockholder or other interested party is encouraged to contact directly the Chairman of the Audit Committee, Ellen H. Masterson at emasterson@westwoodgroup.com.

Stockholders may also communicate directly with Board members at the annual meetings of stockholders, as it is our policy that Board members should attend such meetings and make themselves available to address any matters properly brought before the meetings. All of our Board members attended the 2021 annual meeting of stockholders.

Code of Business Conduct

All of our employees, including our principal executive officer, principal financial officer and principal accounting officer, and all of our directors, are required by our Code of Business Conduct to conduct business in the highest legal and ethical manner. The full text of the Code of Business Conduct is available on our website at westwoodgroup.com. In addition, a copy of the Code of Business Conduct is available upon written request to our Corporate Secretary at our principal executive office address. We intend to post amendments to or waivers from the Code of Business Conduct as required by applicable rules on our website.

Our employees are required to report any conduct that they believe could in any way be construed as a fraudulent or illegal act or otherwise be in violation of the Code of Business Conduct. The Audit Committee has established procedures to receive, retain and address complaints regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of related concerns.

Director Compensation

In February 2019, the Board reduced its director compensation arrangements as a result of the Company's 2018 financial performance. For 2021, we paid each non-employee member of our Board of Directors a $62,000 annual retainer. The Chairman of the Board received an additional $20,000 annual retainer, the committee chairs for the Audit and Compensation Committees each received an additional $15,000 annual retainer and the committee chair for the Governance/Nominating Committee received an additional $5,000 annual retainer. There are no specific fees for attendance at Board or committee meetings. Additionally, upon election or re-election as a member of our Board of Directors, each non-employee director is awarded restricted shares of our common stock, which generally vest 12 months from the date of grant. Each restricted share award is made in a number of shares equal in value to $95,000 on the date of the award. Stock awards include a $90,000 award for each non-employee director and a $5,000 award for each non-employee director serving on the separate Board of Directors for Westwood Trust.

The Board has established a policy that non-employee directors should own a minimum number of shares of our common stock equal to five times the dollar amount of their annual retainer within five years of their initial election or the establishment of this policy, whichever is later. In the event a decline in the price of the Company's common stock causes a non-employee director's holdings to fall below the applicable threshold, the non-employee director will not be required to purchase additional shares to meet the threshold but is required to hold 50% of net shares acquired through vesting of equity-based compensation programs until holdings above the threshold have again been achieved. Compliance with these stock ownership guidelines is evaluated periodically as determined by our Board of Directors. Given the significant decline in the price of the Company's stock over the course of 2021, the value of shares held by certain directors fell below the minimum holding requirements. All such directors are in compliance with the policy by holding the required net vested shares until such time as the minimum is once again achieved.

The Compensation Committee reviews our compensation arrangements for directors from time to time. Brian O. Casey, our President and Chief Executive Officer, is not included in this table as he is a Company employee and receives no compensation for his service as director. See "Executive Compensation" for information concerning Mr. Casey's compensation. The Company's executive officers do not make recommendations regarding the non-employee directors' compensation.

2021 Director Summary Compensation Table


Name	Fees Earned or Paid in Cash ($)	All Other Compensation ($) (1)	Stock Awards ($) (2)	Total ($)
Susan M. Byrne	62,000	102,048	95,000	259,048
Richard M. Frank	97,000	5,000	95,000	197,000
Ellen H. Masterson	77,000	5,000	95,000	177,000
Geoffrey R. Norman	62,000	5,000	95,000	162,000
Randy A. Bowman	28,000	5,000	95,000	128,000
Raymond E. Wooldridge(3)	67,000	5,000	95,000	167,000

_______________________________

(1) Susan M. Byrne earned $97,048 as a consultant for the Company from January 1, 2021 to December 31, 2021. Each non-employee director also earns a $1,000 annual retainer and $1,000 for each regularly scheduled quarterly meeting for serving on the separate Board of Directors of Westwood Trust.

(2) Stock awards include a $90,000 award for each non-employee director and a $5,000 award for each non-employee director serving on the separate Board of Directors for Westwood Trust. Stock awards reflect the grant date fair value of the time-based restricted stock granted to directors in 2021 in accordance with Accounting Standards Codification Topic 718 ("ASC 718"), "Stock Compensation." The assumptions used in the valuation of the restricted stock awards are discussed in Note 10 "Employee Benefits" of our audited financial statements, which are included in our 2021 Annual Report on Form 10-K. All restricted stock grants were made under the Seventh Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan and are subject to a one-year vesting period as described above.

(3) Raymond E. Wooldridge is not up for re-election at the 2022 Annual Meeting of Stockholders.

As of December 31, 2021, our directors, other than Brian O. Casey, held the following unvested restricted stock:


Name						Unvested Restricted Stock
Susan M. Byrne(1)						5,609
Richard M. Frank(1)						5,609
Ellen H. Masterson(1)						5,609
Geoffrey R. Norman(1)						5,609
Randy A. Bowman(2)						4,700
Raymond E. Wooldridge(1)						5,609

_______________________________

(1) Issued on April 29, 2021 and have a vesting date of April 29, 2022, subject to such director's continued service as a director through the vesting date.

(2) Issued on June 1, 2021 and have a vesting date of June 1, 2022, subject to such director's continued service as a director through the vesting date.

Stockholder Rights Agreement

The Company’s Stockholder Rights Agreement expires by its terms on May 1, 2022, unless terminated earlier under circumstances provided for in the agreement. The Board of Directors currently intends to let the Stockholder Rights Agreement expire without renewal or replacement, absent a compelling change in circumstances.

EXECUTIVE OFFICERS

Biographical information regarding Westwood's executive officers and other key employees during the 2021 fiscal year is as follows:

Brian O. Casey, age 58. See biographical information in the "Proposal 1 – Election of Directors" section.

Murray "Terry" Forbes III, age 44, has served as Senior Vice President, Chief Financial Officer and Treasurer since November 2018. Previously, he served as Vice President of Finance from December 2014 to October 2018. Prior to joining Westwood, Mr. Forbes served as Senior Director and Assistant Controller of CEC. CEC was an NYSE-listed company until February 2014. From 2000 to 2012, he was with KPMG LLP, most recently serving as an audit senior manager. Mr. Forbes earned a B.B.A. in Accounting from the University of Richmond. He is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants.

Fabian Gomez, age 55, has served as Senior Vice President, Chief Operating Officer of Westwood since February 2018. Previously, he served as Chief Information Officer from July 2015 and also served as Director of Operations beginning in February 2016. Before joining Westwood, Mr. Gomez worked at Invesco Ltd. where he served as the Global Head of Equity and Alternative Investment Applications and was responsible for strategic planning, oversight of all major project initiatives, and staff development at a global level. Prior to that, Mr. Gomez worked for McDonnell Investment Management where he served for six years as a Managing Director and Chief Information Officer. Mr. Gomez also worked for Nuveen Investments, Morgan Stanley Investment Management and Van Kampen Funds. Mr. Gomez earned an MBA in Finance and International Management from Rice University Business School and a B.A. in Biology from The University of Texas at Austin.

Julie K. Gerron, age 54, has served as Senior Vice President, General Counsel of Westwood since March 2013, Chief Compliance Officer since March 2017, and Corporate Secretary since March 2014. Previously, she served as Vice President, General Counsel from July 2007 to March 2013, as Vice President, Assistant General Counsel from July 2005 to July 2007, and as Vice President, Research Analyst from January 2004 to July 2005. Prior to joining Westwood, Ms. Gerron worked at Smith & Summers LLC from 1998 to 2004, where she served as portfolio manager for various funds. From 1992 to 1998, she worked for branches of the State of Oklahoma government, including Assistant Attorney General, Deputy General Counsel of the Insurance Department, and Special Counsel to the Executive Director of the House of Representatives. Ms. Gerron earned a J.D. from the University of Texas School of Law and a B.B.A. in Finance from the University of Texas – Austin. She is a member of the State Bars of Texas and Oklahoma and is a member of the Texas State Bar Association. Ms. Gerron achieved the designation of Chartered Financial Analyst in 2003 and is a member of the CFA Institute.

Steven Paddon, age 61, joined Westwood in 2018 and serves as Senior Vice President, Head of Distribution where he is responsible for sales, client management, product management and marketing in the institutional and intermediary channels. Prior to joining Westwood, he served as Head of Institutional and International Sales at Oppenheimer Funds where he oversaw the institutional business teams and led the firm’s international expansion. Mr. Paddon also spent eight years leading Consultant Relations and Institutional Business at Investec Asset Management. Earlier in his career, Mr. Paddon focused on institutional sales and client service at Credit Suisse Asset Management, State Street Research, and MetLife. Mr. Paddon earned a Bachelor of Arts in Economics from Wheaton College and holds FINRA Series 7 and 24 licenses.

There are no family relationships among the directors, executive officers and other key employees of Westwood, except as described under "Certain Relationships and Related Party Transactions – Review and Approval of Related Party Transactions."

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This compensation discussion and analysis provides information regarding our executive compensation program in 2021 for the following executive officers of the Company (collectively, the "named executive officers"):


Name						Position
Brian O. Casey						President and Chief Executive Officer
Terry Forbes						Senior Vice President, Chief Financial Officer and Treasurer
Fabian Gomez						Senior Vice President, Chief Operating Officer
Julie K. Gerron						Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
Steven Paddon						Senior Vice President, Head of Distribution

Business Overview

We are a focused investment management boutique and wealth management firm offering high-conviction and outcome-oriented solutions. Our investment services address a wide range of investment objectives and challenges for institutional investors, financial intermediaries and private clients.

Fiscal Year 2021 Performance Highlights

Highlights of our 2021 performance include:

•AUM as of December 31, 2021 was $14.5 billion, a 11% increase compared to December 31, 2020. Quarterly average AUM increased 14% to $14.1 billion for 2021 compared to 2020, which contributed to a 12% increase in total revenue from 2020.

•Our LargeCap Value, SmallCap Value, Alternative Income and Select Equity strategies exhibited strong performance by beating their primary benchmarks for the year.

•We paid $22.9 million of dividends to our common stockholders.

•We repurchased 182,549 shares of our common stock for an aggregate purchase price of $3.0 million.

•Our financial position remains strong with liquid cash and short-term investments of $80.2 million and no debt as of December 31, 2021.

Company Actions in Response to COVID-19 and Key 2021 Compensation Decisions for Named Executive Officers

The health and safety of our employees is a high priority, consistent with our operating philosophy of focusing on transparency, effective corporate governance, life principles and giving back to the communities in which we live and work. Our safety focus is evident in our response to the COVID-19 pandemic, including:

•increasing work from home flexibility;

•minimizing staff levels in all offices;

•improving office cleaning protocols;

•establishing new physical distancing guidelines for employees while onsite;

•initiating regular communications regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures;

•implementing protocols to address actual and suspected COVID-19 cases and potential exposure; and

•requiring masks to be worn in all offices.

We are proud of the way our Westwood team stepped up, delivering strong performance across many products and serving our customers well in creative, socially-distant ways. Our focus on investing in technology is paying off in two ways: with improvements in the way we manage our business and communicate with customers, and in the support of our people who work from home or in remote locations.

The Compensation Committee met during its regularly scheduled February 2022 meeting to approve compensation for our named executive officers as highlighted below.

•Compensation for the CEO: For 2021, the Compensation Committee approved a total compensation package for Mr. Casey consisting of an annual base salary, participation in the annual cash incentive plan, equity-based compensation awards (opportunity tied to 2021 performance) and a 401(k) Company matching contribution. Mr. Casey's 2021 salary was not increased from 2020.

•Compensation for Other Named Executive Officers: For the other named executive officers, the Compensation Committee approved a total compensation package consisting of annual base salaries, participation in the annual cash incentive plan, 401(k) Company matching contributions and grants of restricted stock with vesting terms consistent with awards granted in 2020. Base 2021 salaries for the other named executive officers were not increased from 2020.

Also In its February 2022 meeting, the Compensation Committee approved annual cash incentive awards to other named executive officers in consideration of Company performance, individual performances, and the management team’s response to the pandemic. These compensation decisions are described further in the following sections.

Overview of our Executive Compensation Program

The intellectual capabilities of our employees are among the most important assets of our firm. As an asset manager, our financial results are primarily based upon the level of assets we manage, which is dependent on our ability to generate competitive long-term investment performance, build strong relationships with clients, investment consulting firms and other financial intermediaries, provide attentive client service, and attract and develop new client relationships, all of which rely, in part, on the intellectual capabilities of our employees, including the named executive officers.

We believe that the quality, expertise and commitment of our named executive officers are critical to achieving our business objectives and strategies. Accordingly, a principal objective of our executive compensation program is to deliver competitive total direct compensation (i.e., base salary, annual cash incentive awards, and long-term equity awards) that attract, motivate and retain talented executives who can contribute to the success of our business.

The Company's executive compensation and compensation-related governance policies and practices are designed to reward the named executive officers for the achievement of strategic and operational goals which we believe will lead to increases in stockholder returns, while discouraging unnecessary or excessive risk taking, and incorporate many best practices, including the following:


What We Do			What We Do Not Do
ü Variable "at risk" compensation accounts for a significantly larger portion of pay than fixed base salary			û We do not provide significant perquisites to executives
ü Compensation outcomes are aligned with performance achievement			û We prohibit hedging and short-sales of Company stock by executives and directors
ü Incentive plan payouts for executives have caps on the amount that can be earned			û We discourage executives and directors from pledging Company stock or holding shares in a margin account
ü Change-in-control severance is "double trigger" for our CEO			û We do not pay dividends on unvested equity-based compensation awards
ü Officers and directors are required to own significant amounts of Company stock			û We prohibit repricing of stock options without stockholder approval
ü Clawback policy allowing recoupment of incentives for financial restatements due to misconduct or fraud			û We do not gross-up change-in-control related benefits for excise tax
ü Provide reasonable post-employment and change-in-control arrangements
ü The Committee reviews competitive compensation market data relative to our peer group and our industry

Stockholders Advisory Vote on Executive Compensation ("Say-on-Pay")

Response to the 2021 Say-on-Pay Vote

At our 2021 Annual Meeting of Stockholders held in April 2021, over 97% of the votes cast (excluding abstentions and broker non-votes) on the say-on-pay proposal at the meeting were voted in favor of the proposal. The Compensation Committee attributed the significant increase from the under 50% support received in 2020 to increased stockholder outreach and broader compensation insights, as well as greater transparency on our compensation process. The Compensation Committee remains open to stockholder perspectives on our executive compensation program and will continue to consider the outcome of the Company's say-on-pay votes when making future compensation decisions for our executive officers.

Stockholder Engagement

In 2021 and early 2022, we reached out to representatives from our largest 20 stockholders representing over 63% of the shares voted in order to obtain feedback on our executive compensation program. The Chair of the Compensation Committee, as well as other senior officers, excluding the CEO, engaged in discussions with stockholders responding to our request for meetings.

Stockholders expressed their views and perspectives on our executive compensation program, with feedback generally focused on the following key themes:

•The firm should provide additional detail in the proxy related to ESG initiatives, reflecting the ESG information provided on the firm wesbite,

•The firm should continue to enhance disclosures related to the process for establishing performance goals and better establishing the link between executive pay and Company performance, and

•The firm should continue to enhance disclosures related to the process behind the Compensation Committee’s decisions on executive compensation and the rationale for the existing structure and approach.

The Compensation Committee values feedback from stockholders and is committed to the following actions in response:

•We will reach out to our large stockholders on an annual basis to engage in discussions regarding our executive compensation program and corporate governance structure and practices.

•We will evolve and improve the transparency of our philosophy, Compensation Committee process, and compensation decisions with respect to our named executive officers, starting with this proxy statement.

•For 2021, the short-term cash incentives for our named executive officers were tied to metrics consistent with increasing stockholder value, including earnings before taxes and strategic initiatives, and a portion of their compensation was at risk if certain target thresholds were not achieved. This evolution of our executive compensation

will continue for 2022, consistent with a comprehensive and ongoing evaluation of our future executive compensation plans.

We remain committed to achieving consistently strong stockholder support for our compensation programs and trust that our engagement efforts and responsiveness will merit strong support from our stockholders.

Compensation Philosophy and Objectives

In designing and implementing our executive compensation program, the Compensation Committee is guided by the following philosophy and objectives:

•Deliver competitive total direct compensation at levels to attract, motivate and retain talented executives who can contribute to the success of our business;

•Award compensation that motivates and rewards short- and long-term individual and company performance but discourages excessive risk-taking; and

•Align named executive officers’ interests with those of our stockholders.

As an executive's leadership role expands, and the scope, duties and responsibilities of the executive's position increase, the Compensation Committee believes (1) a greater portion of total compensation should be performance-based, (s) compensation plans should incentivize the retention of key executives, and (3) base salary should be a relatively smaller portion of total compensation. The committee believes that a named executive officer's ("NEO") realized compensation should be driven by a mix of Company and individual performance. As stated previously, CEO compensation in 2020 and 2019 did not follow this philosophy, as the Board and Mr. Casey mutually agreed to forego his upside potential compensation based on prevailing levels of corporate performance. However, Mr. Casey's significant holdings in Company stock continued to align his interests with other stockholders even in the absence of additional stock-based compensation.

2021 Executive Compensation Components

For 2021, the principal components of compensation for the named executive officers were:


Component of Pay			Purpose and Rationale
Base salary			Fixed portion of compensation to pay for executing primary day-to-day duties and responsibilities
Annual cash incentive awards			Variable at-risk element of pay to reward for achieving specific annual performance goals
Long-term equity awards			Variable at-risk element of pay to drive performance that delivers long-term stockholder value, links the interests of our executives and stockholders and retains critical talent
Employee and post-retirement benefits			Market-competitive form of compensation to underpin the financial security and health and welfare of our executives during and after employment with Westwood

There is no pre-established target for the allocation between (i) cash and equity-based compensation and (ii) short-term and long-term incentive compensation. The Compensation Committee considers, among other things, Company performance, individual performance, and market compensation data, as well as its own subjective judgment to determine the appropriate level and mix of each component of the executive compensation program.

As shown in the Named Executive Officer Compensation Composition chart below, a significant portion, 64%, of average 2021 direct compensation for the named executive officers represented "at risk" compensation, delivered in the form of performance-based annual cash incentive awards and time-based long-term equity awards. This compensation range aligns with that of Mr. Casey, as shown below:

The Role of the Compensation Committee

The Board of Directors oversees the goals and objectives of the Company and the CEO, evaluates succession planning with respect to the CEO and evaluates the CEO’s performance. The Compensation Committee supports the Board by:

•Establishing the executive compensation philosophy and objectives,

•Overseeing the development and implementation of the Company’s compensation and benefits policies,

•Reviewing and approving Company and individual goals relevant to the compensation of the CEO and other named executive officers,

•Approving the compensation of the CEO, subject to ratification by the Board of Directors, and

•Approving the compensation of the other named executive officers, and

•Reviewing management development and succession plans related to executive officers, and

•Reviewing the company’s initiatives related to human capital management, diversity, equity and inclusion programs and other workforce initiatives.

The Compensation Committee’s responsibilities under its charter are further described in the “Corporate Governance Information—Board Committees” section of this proxy statement.

The Role of Senior Management

The CEO, while not a member of the Compensation Committee, attended all of the meetings of the Compensation Committee held in 2021 to contribute to and understand the Committee’s oversight of, and decisions relating to, executive compensation. The CEO did not attend portions of the meetings relating to his own compensation. The Compensation Committee regularly conducts executive sessions without management present.

The Compensation Committee also engages in an ongoing dialog with the CEO and the Committee’s independent compensation consultants in the evaluation and establishment of the elements of our executive compensation program. Further, the Committee received input from the Senior Vice President, Head of Human Capital in making executive compensation decisions.

The Role of the Independent Compensation Consultant

For 2021, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) to serve as an independent consultant to the Committee to provide information and objective advice regarding executive compensation. The Committee did not direct Meridian to perform its services in any particular manner or under any particular method. The Committee has the final authority to hire and terminate the compensation consultant, and the Committee evaluates the compensation consultant annually. Meridian does not provide any services to the Company other than in its role as advisor to the Committee, and the Committee has determined that no conflicts of interest exist as a result of the engagement of Meridian. The Committee has also retained Meridian as its independent consultant on executive and director compensation for 2022.

From time to time, Meridian contacts the Company's executive officers, and the Compensation Committee, for necessary information and makes presentations to and on behalf of the Compensation Committee that the Company's executive officers also receive.

Setting Executive Compensation

Based on the foregoing philosophy and objectives, the Compensation Committee structures the executive compensation program to motivate our named executive officers to achieve the Company’s business objectives and strategies and to reward them for achieving such objectives and strategies.

The Compensation Committee’s Annual Review Process

The Compensation Committee’s process for overseeing the executive compensation program is conducted throughout the year based on an annual calendar of review and approval activities. The table below provides an overview of key activities in the review and approval of our executive compensation program.


Establishing Target Compensation Opportunities and Performance Objectives			• Review and approve annual budget and performance objectives presented by senior management
			• Review and approve design of short- and long-term incentive programs for the year
			• Review and approve target compensation opportunities for the CEO, subject to ratification by the Board of Directors
			• Review and approve target compensation opportunities for other named executive officers
Mid-Year Review of Compensation Program and Market Trends			• Review Company performance and progress toward performance objectives
			• Review compensation market data and trends as compiled by the independent consultant
			• Review the compensation philosophy and compensation components
			• Consider the results of the say-on-pay vote and stockholder feedback
Assessing Year-End Results			• Assess Company performance against approved objectives and determine annual incentive payouts
			• Along with the Board, evaluate CEO performance and establish new goals for the coming year

As a part of this ongoing review, the Compensation Committee reviews and considers the annual share usage, total compensation scorecards for each executive, applicable regulatory and legal issues, the policies of proxy advisors, and Company performance, among other things.

Market Compensation Data.

The Compensation Committee reviewed market compensation data from the McLagan 2021 Investment Management Survey–U.S., a widely-used source for compensation information within public and private investment firms (the "McLagan Survey") and a custom-designed peer group of publicly-traded asset management companies (collectively, the "Custom Peer Group").

The McLagan Survey provides detailed analyses of compensation in greater depth for investment management employees than those available from our public peers and specifically focuses on the asset management industry. The McLagan Survey

provides market compensation data for 219 public and private investment management firms. Compensation analysis for specific officer positions in the McLagan Survey does not identify individual investment management and advisory firms. Instead, market compensation data is presented in different groupings by headquarter location, range of assets under management and job function. Confidentiality obligations to McLagan Partners and its survey participants prevent the disclosure of the firms included in the survey.

For 2021, the companies comprising our Custom Peer Group were:


• Artisan Partners Asset Management						• Manning & Napier
• BrightSphere Investment Group						• Pzena Investment Management, Inc.
• Diamond Hill Investment Group, Inc.						• Silvercrest Asset Management Group, Inc.
• GAMCO Investors, Inc.						• Victory Capital Holdings
• Hennessy Advisors, Inc.						• Virtus Investment Partners, Inc.

The peer companies were selected by us primarily based upon their (i) industry (asset management or financial advisory services), (ii) equity market capitalization and (iii) assets under management, using publicly available information from 2018 to 2021. The Compensation Committee believes the relative size, nature and operations and assets under management provide meaningful compensation and performance information.

We have few direct peers that are public and similar in size and complexity to Westwood. Most companies that comprise the Custom Peer Group are somewhat larger than Westwood in terms of revenues and assets under management. The Compensation Committee considers this size disparity when looking at market compensation data derived from the Custom Peer Group in the context of evaluating and approving compensation for the named executive officers.

The Compensation Committee considers the market compensation data derived from the McLagan Survey and the Custom Peer Group to be relevant, with neither source of information being the determinative factor in setting executive compensation levels. The Compensation Committee refers to both sources of information to ensure, in its subjective judgment, that individual pay components remain competitive. The Compensation Committee does not target any individual pay component of the named executive officers to fall within a specific range or percentile of the market compensation data derived from the McLagan Survey or the Custom Peer Group.

2021 Executive Compensation Decisions

In 2021 we continued to focus on financial results and strategic goals. Performance targets in each area were established for the relevant parties, reflecting our efforts to attract new investors, reverse Institutional outflows, drive operational efficiencies and innovate through strategic initiatives in technology, product innovation, and expansion of services.

Primary targets for these areas include:


Category			Metric
Financial Results(1), (2)			Earnings before taxes
Corporate Strategic(1), (2)			Continue to partner with InvestCloud to explore strategic opportunities available through InvestCloud's Financial Supermarket
			Promote the culture of client service through communication and measurement of outcomes for every department
			Rollout the InvestCloud portal for three business lines
			Create and implement internal ESG initiatives and expand external messaging
			Maintain a high level of cybersecurity
			Continue to expand our product offerings for clients across our business
			Expansion of services to clients through Westwood Private Bank
Department Goals(1)			Department-specific initiatives across the organization
(1) Measurement basis for NEO compensation
(2) Measurement basis for CEO compensation

Compensation for the CEO

Mr. Casey's compensation is based on achievement of the aforementioned Financial Results and Strategic Goals.

As noted above, in 2019 and 2020, Mr Casey did not receive any incentive compensation. Given the financial condition of the company and the outlook in each of these years, his earnings were limited to base salary. For 2021, the Compensation Committee determined that Mr. Casey should again participate in these incentive programs, given the renewed optimism in the company’s 2021 operating plan and our objectives for at-risk compensation for executive officers. As a result, his compensation for 2021 differs considerably from the immediately preceding two years, demonstrating the alignment of the Compensation Committee’s decisions regarding Mr. Casey’s compensation with company performance and stockholder returns.

It may be useful to supplement the information provided in the 2021 Summary Compensation Table by reporting the amounts he actually realized during recent years. The table below compares our income before income taxes to Mr. Casey's "realized pay" for each of the last five years, illustrating the strong correlation between our financial performance and compensation he actually received. Realized pay is defined as compensation received in the fiscal year including any cash short-term incentive payouts.

__________

* At the Compensation Committee's discretion, 2017 Income before income taxes excludes a $4.0 million legal settlement charge.

Base Salary

Base salary is the fixed component of the named executive officers’ annual cash compensation. The Company provides its named executive officers with a base salary to compensate them for services rendered during the year and in recognition of their expertise, knowledge and experience.

Salary levels are typically addressed annually as part of our performance review process, as well as upon promotions, changes in job responsibilities, or in connection with the terms of initial employment.

Base salaries of the named executive officers as of the beginning and end of 2021, including any adjustments made during the year, were as follows:



Named Executive Officers	Base Salary as of 1/1/21		Base Salary as of 12/31/21		Change
Brian O. Casey, President & Chief Executive Officer	$	750,000	$	750,000	—	%
Terry Forbes, Senior Vice President, Chief Financial Officer & Treasurer	$	250,000	$	250,000	—	%
Fabian Gomez, Senior Vice President & Chief Operating Officer	$	275,000	$	275,000	—	%
Julie K. Gerron, Senior Vice President, General Counsel, Chief Compliance Officer & Corporate Secretary	$	250,000	$	250,000	—	%
Steven Paddon, Senior Vice President, Head of Distribution	$	275,000	$	275,000	—	%

Annual Cash Incentive Awards

The Compensation Committee approves annual cash incentive awards for each of the named executive officers. These awards are intended to focus the named executive officers on achieving short-term business objectives and strategies and to enable them to participate in our growth and profitability.

The Compensation Committee reviews the bonus pool for executive officers annually to ensure that, in its judgment, its levels reflect industry practices, it will adequately fund potential bonuses and provide sufficient capacity to reward extraordinary performance. The amount and calculation of the bonus pool are subject to change at the discretion of the Compensation Committee.

The following February 2022 annual incentive payouts were payable from the 2021 bonus pool:

Name

2021 Annual Incentive Payout

Determining Factors

Brian O. Casey

937,500

●

2021 earnings before taxes; and

●

Achievement of corporate strategic goals.

Terry Forbes

167,578

●

Achievement of department goals; and

●

Achievement of corporate strategic goals; and

●

Achievement of financial results.

Fabian Gomez

282,813

●

Achievement of department goals; and

●

Achievement of corporate strategic goals; and

●

Achievement of financial results.

Julie K. Gerron

206,250

●

Achievement of department goals; and

●

Achievement of corporate strategic goals; and

●

Achievement of financial results.

Steven Paddon

440,415

●

Achievement of department goals; and

●

Achievement of corporate strategic goals; and

●

Achievement of financial results.

Long-Term Equity Awards

Each year, the Compensation Committee grants long-term equity awards to our named executive officers under the Westwood Holdings Group, Inc. Stock Incentive Plan (the "Stock Incentive Plan"). These equity awards are intended to attract, retain and motivate our named executive officers as well as focus them on our long-term performance, however, the primary goal of these awards currently is to retain our named executive officers as the Company continues its upward trajectory.

The Compensation Committee determines long-term equity awards to reward achievement of short- and long-term performance goals and financial results. The Compensation Committee also performs periodic benchmarking against our peers.

While the Stock Incentive Plan authorizes the grant of several types of equity awards, the Compensation Committee awarded only time-based stock awards to named executive officers in 2021.

Unless the Compensation Committee determines otherwise, recipients of restricted stock awards will generally have the right to vote underlying restricted shares. Dividends on restricted stock awards are accrued and payable to the recipient only when underlying restricted shares vest. Any accrued dividends on forfeited shares are not paid. Restricted shares may not be sold, transferred, or pledged during the restricted period.

The Company does not have a formal policy on timing equity compensation grants in connection with the release of material non-public information that may affect the value of compensation. In the event that material non-public information becomes known prior to granting equity awards, the Compensation Committee will consider such information in order to assess whether or not to delay the grant of the award to avoid any impropriety or appearance of impropriety.

The Compensation Committee believes that restricted stock awards align the interests of our named executive officers with those of our stockholders because their value is tied to the market value of our common stock. In 2021, the vesting schedule was adjusted so that time-based awards are generally subject to ratable vesting over three years based on the following schedule:

•34% of awards vest upon the first anniversary of the grant date;

•33% of awards vest upon the second anniversary of the grant date; and

•33% of awards vest upon the third anniversary of the grant date.

Restricted stock award sizes are determined as a component of total compensation for each executive and are designed to retain and motivate our employees, and tie them to Company performance. In February 2022, the Compensation Committee evaluated the following criteria regarding time-based restricted stock grants:

•Overall company performance in 2021;

•Performance and accomplishments of individuals in 2021;

•Market data;

•Overall Company dilution and share utilization;

•The Company's recent stock price performance; and

•The size of historical award grants.

Accordingly, the Compensation Committee awarded the following time-based restricted stock grants to our named executive officers:


Name	Number of Restricted Shares Granted (#)	Grant Date Fair Value of Shares ($) (1)
Brian O. Casey	18,657	312,505
Terry Forbes	10,005	167,584
Fabian Gomez	15,392	257,816
Julie K. Gerron	12,314	206,260
Steven Paddon	26,294	440,425

___________________

(1) Amounts reflect the grant date fair value of time-vested restricted stock awards granted to Messrs. Casey, Forbes, Gomez and Paddon and Ms. Gerron in 2022, computed in accordance with ASC 718. The assumptions used in the valuation of the restricted stock awards are discussed in Note 7 "Employee Benefits" of our audited financial statements, included in our 2021 Form 10-K. The grant date fair value for these time-vested awards was based on $16.75 per share, which was the closing price of our common stock on the grant date of February 23, 2022, adjusted for the accrual of dividends on unvested shares.

Other Benefits and Perquisites

Employee Benefits

We offer employee and post-retirement benefits to all full-time employees, including the named executive officers, in order to provide them with financial support in the event of injury, illness or disability and to help them accumulate retirement savings on a tax-favored basis. All employees are generally eligible to participate in benefit programs including medical, dental, vision, disability and life insurance. In addition, all employees are generally eligible to participate in applicable health savings or flexible spending accounts. The cost of health insurance and savings plans is partially borne by the Company, including costs for the named executive officers. We bear the cost of disability insurance and a set amount of term life insurance for all employees.

Savings Plan and Matching Contributions

Under the Company’s Westwood Holdings Group, Inc. Savings Plan (the "Savings Plan"), all U.S. employees, including the named executive officers, are eligible to make 401(k) contributions to their plan accounts subject to annual IRS limits. We fully match employee contributions up to 6% of their eligible compensation (subject to IRS limits). Employees are vested immediately in their 401(k) contributions as well as in the Company matching portion.

For 2021, the Company made 401(k) Company matching contributions of $17,400 for each of Messrs. Casey, Forbes, Gomez and Paddon, and Ms. Gerron.

Profit Sharing Contributions

The Company’s Savings Plan authorizes us to make discretionary annual contributions to U.S. employees’ Savings Plan accounts based on our profitability and performance. The profit sharing component of the Savings Plan is broad-based and all employees, including the named executive officers, are eligible for discretionary profit sharing contributions. Profit sharing contributions are subject to a four-year graded vesting schedule based on an employee's years of service.

The Company did not make any profit sharing contributions during 2021.

Perquisites

We did not provide significant perquisites to our named executive officers during 2021.

Other Compensation Policies

Stock Ownership Guidelines

The Board has established stock ownership guidelines for the CEO and certain other executives requiring the following minimum holdings:

•CEO holdings equal 6x base salary; and

•Named executive officers reporting directly to the CEO holdings equal 3x base salary.

Executives subject to the stock ownership guidelines are required to hold 50% of net shares acquired through vesting of equity-based compensation programs until the minimum guideline level is met. In the event a decline in the price of the Company's common stock causes a executive’s holdings to fall below the applicable threshold, the executive will not be required to purchase additional shares to meet the threshold but is required to hold 50% of net shares acquired through vesting of equity-based compensation programs until holdings above the threshold have again been achieved. Compliance with these stock ownership guidelines is evaluated periodically as determined by our Board of Directors. Given the significant decline in the price of the Company's stock over the course of 2021, the value of shares held by certain executives fell below the minimum holding requirements. Mr. Casey, Mr. Paddon, and Ms. Gerron had met the stock ownership holding requirement as of March 4, 2022. All NEOs are in compliance with the policy by holding the required net vested shares until such time as the minimum is once again achieved.

Tax and Accounting Implications

Compliance with Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code (“Code”) limits the U.S. federal income tax deduction for compensation paid to our Chief Executive Officer and certain other highly compensated executive officers. Beginning in 2018, the maximum U.S. federal income tax deduction that we may receive for annual compensation paid to any officer, including the Chief Financial Officer, covered by Section 162(m) of the Code is $1 million per covered officer. For years prior to 2018, we were permitted to receive a tax deduction for “performance-based” compensation as defined under Section 162(m) of the Code without regard to the $1 million limitation, however recent U.S. tax legislation eliminated the performance-based exception. These new rules were effective starting in 2018 except that certain equity awards granted on or before November 2, 2017, could still qualify as performance-based compensation. To the extent that in 2018, or any later year, the aggregate amount of any covered officer’s salary, bonus, and amount realized from equity awards and other compensation amounts that are recognized as taxable income by the covered officer exceeds $1 million in any year, we will not be entitled to a U.S. federal income tax deduction for the amount that exceeds $1 million in that year.

When establishing cash and equity incentive compensation programs for our executive officers, the Compensation Committee believes that potential deductibility of amounts payable should be only one of the relevant factors taken into account. Therefore, the Compensation Committee may decide to provide one or more executive officers with the opportunity to earn incentive compensation, via cash incentive awards or equity incentive awards as well as other forms of compensation, even if all or part of that compensation may not be deductible under current provisions of the Code.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.



COMPENSATION COMMITTEE

Richard M. Frank, Chairman Ellen H. Masterson Geoffrey R. Norman Randy A. Bowman Raymond E. Wooldridge

2021 Summary Compensation Table

The following table summarizes all compensation earned by our named executive officers for the years indicated.



Name and Principal Position (a)	Year (b)	Salary ($) (c) (1)	Bonus ($) (d) (2)	Stock Awards ($) (e) (3)	Non-Equity Incentive Plan Compensation ($) (f)	All Other Compensation ($) (g) (4)	Total ($) (h)
Brian O. Casey	2021	750,000	937,500	312,500	—	17,400	2,017,400
President and Chief Executive Officer	2020	733,333	—	—	—	17,100	750,433
	2019	650,000	—	—	—	16,800	666,800
Terry Forbes	2021	250,000	167,578	167,578	—	17,400	602,556
Senior Vice President, Chief Financial Officer & Treasurer	2020	245,833	150,000	150,000	—	17,100	562,933
	2019	225,000	137,000	119,140	—	16,800	497,940
Fabian Gomez	2021	275,000	282,813	257,813	—	17,400	833,026
Senior Vice President, Chief Operating Officer	2020	272,500	225,000	225,000	—	17,100	739,600
	2019	260,000	200,000	198,541	—	16,800	675,341
Julie K. Gerron	2021	250,000	206,250	206,250	—	17,400	679,900
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary	2020	250,000	185,000	185,000	—	17,100	637,100
	2019	250,000	175,000	173,728	—	16,800	615,528
Steven Paddon	2021	275,000	440,415	440,415	—	17,400	1,173,230
Senior Vice President, Head of Distribution	2020	275,000	237,500	237,500	—	17,100	767,100
	2019	270,833	175,000	223,354	—	16,800	685,987

___________________

(1) This column represents base compensation earned during each of the fiscal years presented.

(2) For 2021, the amounts for Messrs. Casey, Forbes, Gomez and Paddon and Ms. Gerron reflect the cash payments made under our employee bonus pool. Each of these payments were approved in 2022.

(3) Restricted stock awards are typically given in arrears for preceding year performance.

For 2021, the amounts contained in column (e) reflect (i) for Mr. Casey, the grant date fair of his time-vested restricted stock award (18,657 shares) (ii) for Mr. Forbes, the grant date fair value of his time-vested restricted stock award (10,005 shares), (iii) for Mr. Gomez, the grant date fair value of his time-vested restricted stock award (15,392 shares), (iv) for Ms. Gerron, the grant date fair value of her time-vested restricted stock award (12,314 shares) and (v) for Mr. Paddon, the grant date fair value of his time-vested restricted stock award (26,294 shares). Each of these awards were granted in 2022.

For 2020, the amounts contained in column (e) reflect (i) no restricted stock award granted for Mr. Casey (ii) for Mr. Forbes, the grant date fair value of his time-vested restricted stock award (8,752 shares), (iii) for Mr. Gomez, the grant date fair value of his time-vested restricted stock award (13,128 shares), (iv) for Ms. Gerron, the grant date fair value of her time-vested restricted stock award (10,794 shares) and (v) for Mr. Paddon, the grant date fair value of his time-vested restricted stock award (13,857 shares). Each of these awards were granted in 2021.

For 2019, the amounts contained in column (e) reflect (i) no restricted stock award granted for Mr. Casey (ii) for Mr. Forbes, the grant date fair value of his time-vested restricted stock award (4,879 shares), (iii) for Mr. Gomez, the grant date fair value of his time-vested restricted stock award (9,036 shares), (iv) for Ms. Gerron, the grant date fair value of her time-vested restricted stock award (6,325 shares) and (v) for Mr. Paddon, the grant date fair value of his time-vested restricted stock award (8,132 shares). Each of these awards were granted in 2020.

The above grant date fair values reported in column (e) were calculated in accordance with Accounting Standards Codification Topic 718 ("ASC 718"), "Stock Compensation." The assumptions used in the valuation of the time-vested restricted stock awards are discussed in Note 7 "Employee Benefits" of our audited financial statements, which are included in our 2021 Form 10-K. See the "Compensation Discussion and Analysis" section above for a further description of these restricted stock awards.

(4) The amounts in column (g) reflect each named executive officer’s 401(k) Company matching contribution and Company profit sharing contribution under the Savings Plan. See the "Compensation Discussion and Analysis" section above for a further description of the plan contributions in 2021.

We currently have an employment agreement with Mr. Casey under which he receives a minimum base salary and is eligible to receive on an annual basis performance-based bonuses and discretionary bonuses in the form of both cash and restricted shares. Mr. Casey may become fully vested in his unvested equity compensation (depending on the cause of termination of employment) and is eligible to receive salary and benefits for up to two years after the termination of his employment (depending on the cause of termination of employment). In accordance with the terms of his employment agreement, Mr. Casey was paid an annual salary of $750,000 in 2021 and was eligible to receive an annual cash incentive award.

In October 2018, we entered into an Offer Letter with Mr. Forbes in connection with his promotion to Chief Financial Officer. The Company agreed to pay Mr. Forbes an annual base salary of $225,000, and he is eligible for a target annual variable compensation bonus opportunity of $300,000 split between cash and shares of Company stock for 2019. Mr. Forbes is eligible to participate in all compensation and incentive plans generally available to Company employees, including (i) annual cash incentive awards as approved by the Compensation Committee, (ii) long-term equity incentive awards granted pursuant to the Stock Incentive Plan, and (iii) employee and post-retirement benefits, including those under the Savings Plan. Future cash bonus awards and future restricted stock awards are subject to the approval of the Compensation Committee.

In May 2018, we entered into an Offer Letter with Mr. Paddon in connection with his being hired as our Head of Institutional Sales and agreed to pay him an annual base salary of $250,000. He is eligible for a target annual variable compensation bonus opportunity of $550,000 split between cash and shares of Company stock in 2019. Mr. Paddon is eligible to participate in all compensation and incentive plans generally available to Company employees, including (i) annual cash incentive awards as approved by the Compensation Committee, (ii) long-term equity incentive awards granted pursuant to the Stock Incentive Plan, and (iii) employee and post-retirement benefits, including those under the Savings Plan. Future cash bonus awards and future restricted stock awards are subject to the approval of the Compensation Committee.

Grants of Plan-Based Awards in 2021

The following table summarizes all grants of plan-based awards made to our named executive officers in 2021. The equity plan-based awards set forth below consisted solely of restricted shares of our common stock granted under the Stock Incentive Plan.



		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock (#) (i) (1)	Grant Date Fair Value of Stock ($) (j) (2)
Name (a)	Grant Date (b)	Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)

Terry Forbes	2/23/21	—	—	—	—	—	—	8,752	$	150,009
Fabian Gomez	2/23/21	—	—	—	—	—	—	13,128	$	225,014
Julie K. Gerron	2/23/21	—	—	—	—	—	—	10,794	$	185,009
Steven Paddon	2/23/21	—	—	—	—	—	—	13,857	$	237,509

___________________

(1) The amount in column (i) reflects time-vested restricted stock award granted to Messrs. Forbes, Gomez, and Paddon and Ms. Gerron in 2021. The shares vest as follows: 34% after one year, 33% after two years; and 33% after three years.

(2) The amounts in column (j) reflect the grant date fair value of Messrs. Forbes, Gomez and Paddon and Ms. Gerron’s time-vested restricted stock awards granted in 2021, computed in accordance with ASC 718. The assumptions used in the valuation of the restricted stock awards are discussed in Note 7 "Employee Benefits" of our audited financial statements, included in our 2021 Form 10-K. The grant date fair value for Messrs. Forbes and Gomez and Ms. Gerron’s time–vested awards was based on $16.75 per share, which was the closing price of our common stock on the grant date of February 23, 2021, adjusted for the accrual of dividends on unvested shares.

Stock Incentive Plan

All equity-based incentive awards are governed by the Stock Incentive Plan.

In 2021, equity awards under the Stock Incentive Plan consisted of our authorized restricted common stock. Awards under the Stock Incentive Plan may be made to employees, including officers and directors who may be employees, non-employee directors, and consultants. Any shares issued under the Stock Incentive Plan may consist of authorized but unissued shares or forfeited shares or a combination thereof.

The Stock Incentive Plan authorizes the grant of several types of equity-based awards, including incentive stock options ("ISOs"), nonstatutory stock options ("NSOs") restricted stock, mutual fund awards, stock purchase rights, stock appreciation rights ("SARS"), restricted stock units ("RSU") and performance shares (in the form of deferred stock awards). The Stock Incentive Plan also authorizes cash awards in the form of annual incentive awards, performance-based awards, and discretionary bonus awards. The various types of awards authorized under the Stock Incentive Plan may be utilized in the future if determined to be appropriate by the Compensation Committee. Currently, the Compensation Committee limits its equity-based awards under the Stock Incentive Plan to restricted stock and mutual fund awards. The Compensation Committee believes that restricted stock awards are the most effective vehicle to align the interests of employees with stockholders and clients. Unless the Compensation Committee determines otherwise, the recipient of restricted shares will generally have the right to vote the restricted shares. No dividends are payable with respect to unvested restricted stock. The Compensation Committee has determined that dividends payable on unvested restricted stock will be accrued, and therefore dividends are subject to forfeiture conditions and payable to the recipient only when the underlying shares of restricted stock vest. The Compensation Committee believes that these terms and conditions for restricted stock awards offer the best balance of providing value to the employee if we succeed as a company as well as providing a mechanism to retain key employees over the long-term as they build a meaningful portion of their wealth in the form of Company equity.

The Board or the Compensation Committee administers the Stock Incentive Plan with respect to all eligible individuals. Cash incentive awards earned in a given year are typically communicated to employees and paid in the first quarter of the following year to coincide with year-end performance reviews. Annual time-vested restricted stock awards have generally been awarded in the first quarter of the year in order to align with performance in the prior year.

Time-vested restricted stock awards are generally subject to the following three-year vesting schedule: 34% after one year, 67% after two years and 100% after three years. The Compensation Committee believes that this long-term vesting schedule is effective in acting as a retention tool for Messrs. Casey, Forbes, Gomez and Paddon, Ms. Gerron and other non-executive employees. All employees are eligible to receive time-vested restricted stock awards.

During 2021, the Compensation Committee made all determinations involving awards to "covered employees" within the meaning of Section 162(m) of the Code. Determinations of the Compensation Committee are final, conclusive, and binding upon all persons having an interest in the Stock Incentive Plan. However, any action or determination by the Compensation Committee specifically affecting or relating to an award to a non-employee director will be approved and ratified by the Board of Directors.

Employment and Related Agreements

The Compensation Committee has determined that our Chief Executive Officer, Brian O. Casey, is critical to our future success, due to his significant responsibilities and contributions to the ongoing day-to-day operation of the business, his involvement in marketing our products, his development and direction of strategic initiatives and corporate development, as well as his participation in the development of new products. As a result, in December 2015, the Compensation Committee entered into a new employment agreement with Mr. Casey, which auto-renewed for an additional one-year period on January 1, 2022 and is subject to potential automatic renewals for subsequent one-year periods.

Mr. Casey's employment agreement broadly addresses the terms of his employment with the Company including, among other things, his duties, compensation and benefits, termination, and the effects of termination. In addition, the employment agreement includes non-solicitation covenants and non-competition covenants that apply in specified circumstances for a period of one year following the date of termination.

There is no written employment agreement with Mr. Forbes; however, Mr. Forbes and the Company entered into an employee confidentiality and non-compete agreement effective November 1, 2018 providing that Mr. Forbes may terminate his employment with the Company upon six months' written notice, and that in the event he is terminated by the Company without cause or is terminated in connection with a change in control, the Company will continue to pay his then regular cash compensation for six months, along with a cash payment equal to his prior year cash bonus multiplied by the percentage of the calendar year he was employed by the Company prior to the termination date. In addition, the agreement contains a non-compete provision that prevents Mr. Forbes, for one year following his termination for any reason, from providing investment advisory services or investment management services to any person or entity in the United States that is or was a client of the Company with whom he did business and/or had personal contact while employed with the Company. The Company can also elect to prevent Mr. Forbes, for six months following his termination for any reason, from providing investment advisory services or investment management services to any person or entity in competition with the Company’s investment services or from joining or participating in any United States based entity that offers services or products that compete with the Company. In the event the Company makes such election, the Company must continue to pay Mr. Forbes his then regular cash compensation (excluding bonuses and/or other incentives) for six months following his termination in addition to any other payments to which he may be entitled to under the agreement. The agreement also includes a customary non-solicitation provision that runs for two years following Mr. Forbes’ termination for any reason.

There is no written employment agreement with Mr. Gomez; however, in connection with his appointment as Chief Operating Officer on February 9, 2018, the Company and Mr. Gomez entered into a severance benefit agreement providing for continued vesting of Mr. Gomez’s outstanding unvested restricted stock awards upon his involuntary termination of employment by the Company without “cause” (as defined in the agreement) or his voluntary termination of employment with the Company for “good reason” (as defined in the agreement), provided he (a) complies fully with all obligations under his agreement and the employee confidentiality and non-compete agreement between the Company and Mr. Gomez dated February 8, 2018, and (b) executes and does not revoke a general release of all claims arising out of or related to his employment with the Company.

Outstanding Equity Awards at December 31, 2021

Mr. Casey has no remaining unvested shares as of December 31, 2021, due to the fact that no shares were awarded to him in 2019 and 2020. For the remaining NEOs, the following table summarizes all outstanding equity awards held by our named executive officers as of December 31, 2021:

SEC Form DEF 14A filed by Westwood Holdings Group Inc