whg-20250312

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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Westwood Holdings Group, Inc.

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March 12, 2025

Dear Stockholder:

You are cordially invited to virtually attend the 2025 Annual Meeting of Stockholders of Westwood Holdings Group, Inc., which will be held online on Wednesday, April 30, 2025, at 10:00 a.m., Central Time, at www.virtualshareholdermeeting.com/WHG2025. 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,

Brian O. Casey

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		2
Our Current Stock Ownership		3
Other Information		3

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

EXECUTIVE OFFICERS		13

EXECUTIVE COMPENSATION		13
Summary Compensation Table		16
Outstanding Equity Awards at Year-End		24

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF BDO USA, P.C. AS INDEPENDENT AUDITORS		29
Fees Billed by Independent Registered Public Accounting Firms		29
Vote Sought and Recommendation		29

PROPOSAL 3: TO APPROVE THE ELEVENTH AMENDED AND RESTATED WESTWOOD HOLDINGS GROUP, INC. STOCK INCENTIVE PLAN		30
Description of the Eleventh Amended and Restated Plan		31
Types of Awards		32
Material Federal Income Tax Consequences of the Plan		33
Vote Sought and Recommendation		34

PROPOSAL 4: TO CAST A NON-BINDING, ADVISORY VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION		35
Advisory Vote on Executive Compensation		35
Vote Sought and Recommendation		35

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		36

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		37

REPORT OF THE AUDIT COMMITTEE		38

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		40

STOCKHOLDER PROPOSALS		40

ANNUAL REPORT		40

HOUSEHOLDING INFORMATION		40

OTHER MATTERS		41

APPENDIX A – ELEVENTH AMENDED AND RESTATED WESTWOOD HOLDINGS GROUP, INC. STOCK INCENTIVE PLAN		42

WESTWOOD HOLDINGS GROUP, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 30, 2025

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/WHG2025 on Wednesday, April 30, 2025, 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 BDO USA, P.C. as Westwood's independent auditors for the year ending December 31, 2025;

For

Proposal 3.

To approve the Eleventh Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan; and

For

Proposal 4.

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

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 3, 2025, 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/WHG2025 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 Eleventh Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan, or 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 and 4 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 15, 2025.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding Internet Availability of Proxy Materials for the

Stockholder Meeting to be Held on April 30, 2025

The proxy materials for the Company's Annual Meeting of Stockholders, including the 2024 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
Chief Executive Officer

WESTWOOD HOLDINGS GROUP, INC.

PROXY STATEMENT FOR

2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 30, 2025

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 15, 2025.

THE ANNUAL MEETING

Q: When and where is the annual meeting?

A: The annual meeting will be held virtually on Wednesday, April 30, 2025, at 10:00 a.m., Central Time, at www.virtualshareholdermeeting.com/WHG2025.

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;

•Proposal 2 - To ratify the appointment of BDO USA, P.C. ("BDO") as Westwood’s independent auditors for the year ending December 31, 2025;

•Proposal 3 - To approve the Eleventh 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.

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 BDO as Westwood’s independent auditors for the year ending December 31, 2025, (iii) "FOR" the approval of the Eleventh Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan, and (iv) "FOR" the approval, on a non-binding, advisory basis, of the Company’s executive compensation.

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 3, 2025 (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 3, 2025, there were 9,379,675 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).

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 and 4 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 BDO as Westwood’s independent auditors for the year ending December 31, 2025 (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 BDO as Westwood’s independent auditors for the year ending December 31, 2025 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 Eleventh 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. Neither a broker non-vote nor an abstention is a vote cast under applicable law or applicable NYSE rules and will have no effect on the outcome of 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.

PROCEDURES FOR VOTING

Q: Who is entitled to vote?

A: Only stockholders of record as of the close of business on March 3, 2025, 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 Meeting virtually, 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/WHG2025 using the control number shown on your proxy card or voting instruction card.

If your shares are held by your broker as your nominee (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: 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 our Corporate Secretary at Westwood Holdings Group, 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 named executive officers (“NEO”) and directors beneficially owned approximately 770,004 shares, or approximately 8.2% of our outstanding common stock as of March 3, 2025.

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 3, 2025, 10 institutional stockholders with the largest percentage ownership of our outstanding common stock were Hoak Public Equities, L.P. (7.9%), Allspring Global Investments Holding LLC (6.2%), GAMCO Investors, Inc. (4.8%), Renaissance Technologies LLC (4.5%), The Vanguard Group, Inc. (4.0%), North Star Investment Management Group (3.9%), DePrince, Race & Zollo, Inc. (3.7%), Dimensional Fund Advisors LP (2.6%), Russell Investment Management LLC (2.0%) and BlackRock Fund Advisors (2.0%).

Brian O. Casey, our Chief Executive Officer, owned 5.1% of our outstanding common stock as of March 3, 2025. Our employees and directors, including Mr. Casey, collectively owned approximately 24.1% of our outstanding common stock as of March 3, 2025.

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, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 5, 2025 (the “2024 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” or the “Board of Directors”) will consist of between three and eleven directors, as may be determined from time to time by resolution of the Board. In accordance with the 2024 Annual Meeting of the Board of Directors, the Board approved by vote the number of directors to be six. Each director elected at the 2025 Annual Meeting will serve until the 2026 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. 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 3, 2025. 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

Chief Executive Officer

Ellen H. Masterson

Director

Geoffrey R. Norman

Director

Randy A. Bowman

Director

J. Hale Hoak

Director

Katherine Murray

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 as Chief Executive Officer of Westwood Holdings Group since 2005. Mr. Casey joined Westwood in 1992 as a Vice President and was appointed President and Chief Executive Officer of Westwood Trust in 1996. ln 2001, he was named President and Chief Operating Officer of Westwood Management Corp., and in 2002 he led the spin-off to form Westwood Holdings Group, lnc. During his tenure, Mr. Casey led the acquisitions of Woodway Financial Advisors in Houston in 2015 and the assets of Salient Partners in 2022.

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 25 years in senior executive roles at Westwood, 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 of the asset management industry as a whole.

Ellen H. Masterson has served as a director of Westwood Holdings Group 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 United States. 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 over 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 Holdings Group 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 U.S. high schools. Mr. Norman also serves as a consultant to 5AM Ventures, a life science venture capital firm headquartered 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 his 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 deep 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 Holdings Group and Westwood Trust since 2021. In 2001, he co-founded an innovative logistics company serving primarily Fortune 200 manufacturers on the North American continent. As President and Co-Owner, Mr. Bowman led the company to 49 consecutive quarters of operating profit, and successfully exited via a sale in 2017. From 1989 to 2001, he served as a corporate finance lawyer, representing publicly-held and privately-owned clients in sophisticated transactions ranging from initial capitalizations to ultimate liquidity events. From 2016 to 2020, Mr. Bowman served as a Board member and Chair of the City of Dallas Employee Retirement Fund (“ERP”), the pension fund for the city’s non-first responder employees (and a top-performing municipal pension fund in Texas each of those years). From 2011 to 2015, he served as Board Chair of the Parkland Hospital Foundation, Dallas County’s nationally-renown trauma and safety net hospital, during the last 5 years of its fundraising campaign that completed the capital stack to build Parkland’s new $1.3B hospital. In 2017, he launched and became CEO of AT LAST! – The Urban Boarding Experience, a non-profit organization that provides 17 hours per day of supplemental educational resources to impoverished elementary school children. Its innovative model has received numerous awards and considerable acclaim since inception.

Mr. Bowman provides deep business acumen in the areas of operations, business development, and strategic planning, with a multi-industry scope, and the perspective of an entrepreneur and former deal lawyer. As former Chair of Dallas’ ERP, he also brings substantial knowledge of a plan sponsor’s perspective in the areas of investment management oversight and decision-making in the allocation process. He also has extensive community knowledge, and reputational and relationship capital through his nonprofit service.

J. Hale Hoak has been an active investor in both private and publicly-traded companies for over 25 years. Since 2004, Mr. Hoak has served as the President of Hoak & Co., a Dallas-based investment holding company, where he is responsible for the daily operations of the firm including all asset allocation and investment decisions. From 2000 to 2004, Mr. Hoak was a founding partner of Inwood Capital Partners, L.P., a long/short equity hedge fund. From 1996 to 2000, Mr. Hoak was Vice President of Hoak Capital Corporation, where he was active in sourcing, evaluating, and managing private equity investments. Mr. Hoak is the founding equity partner of Berkshire Lane Development Partners, a multifamily apartment development company, and currently serves on the boards of Nova Compression, LLC, a provider of natural gas compression equipment and services; Ruan, Inc., the parent company for Ruan Transportation Management Systems, a leading trucking and logistics company; and BTC Financial Corporation, the largest independent bank in Iowa. Mr. Hoak previously served on the Baylor Health Care System Foundation Board of Directors and Southwestern Medical Foundation Board of Trustees as well as numerous other public and private company boards across a variety of industries. Mr. Hoak received a B.S. degree in Business from Miami University of Ohio in 1996.

Katherine Murray has over 33 years of experience as a senior finance executive in the energy sector and public accounting. She currently serves on the audit and compensation committees as well as the board of directors of Core Laboratories, Inc., a public company providing reservoir description and production enhancement services/products with operations in over 50 countries. Since 2018, Ms. Murray has been an independent financial consultant/interim CFO, advising clients on finance strategies, cost optimization, and capital raises. She has also held leadership roles at McDermott International, Inc. and El Paso Corporation, gaining extensive experience in financial reporting, tax, and strategic planning. Ms.

Murray began her career with Arthur Andersen and holds a B.B.A. from the University of St. Thomas. She is a certified public accountant. Her financial expertise and extensive experience in senior finance roles in large global energy companies, as well as her public accounting background, enable her to provide valuable insights in her board positions.

Corporate Governance Information

The Board of Directors held five meetings during 2024. All director nominees who served in the capacity of director during the 2024 year attended all the meetings that were held. The standing committees of the Board of Directors currently consist of the Audit Committee, the Compensation and Human Capital Committee, and the Governance/Nominating Committee. The membership and duties of these committees are described below.

Independent Directors(1)

Audit Committee

Compensation and Human Capital Committee

Governance/Nominating Committee

Richard M. Frank(2)

Ellen H. Masterson(3)

Geoffrey R. Norman(3)

Randy A. Bowman

___________________

M Committee member

C Committee chair

(1) The Board of Directors has determined that all members of the Audit, Compensation and Human Capital, 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 served as Chairman of the Board of Directors and, as such, he chaired 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, cybersecurity testing and policies, and overall enterprise risk management, including Environmental, Social and Governance ("ESG"). The Audit Committee met five times during 2024 and all board members were in attendance.

Compensation and Human Capital Committee. The Compensation and Human Capital Committee (“CHC Committee”) operates pursuant to a charter approved by our Board of Directors, which the CHC 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 CHC Committee supports the Board of Directors by establishing our executive compensation philosophy and objectives, overseeing the development and implementation of our compensation, benefits and retirement policies and programs, reviewing and approving Company and individual goals relevant to the compensation of the CEO and other executive officers, recommending the compensation of the CEO for approval by the Board of Directors, and determining and administering the compensation for our other executive officers. In addition, the CHC Committee oversees our incentive compensation plans, determines any incentive awards to be made to our officers, oversees our stock incentive and other equity ownership plans, reviews management development and succession plans related to executive officers, reviews our human capital initiatives related to diversity, equity and inclusion programs and other workforce initiatives, as well as oversees other matters relating to compensation and benefits. The CHC Committee met six times during 2024 and all board members were in attendance.

The Company’s CEO, who is not a member of the CHC Committee, attended all of the CHC Committee’s meetings held in 2024 in order to contribute to and understand the CHC Committee’s oversight of our executive compensation. The CEO did not attend portions of meetings relating to his own compensation. The CHC Committee regularly conducts executive sessions without management present.

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

The CHC Committee retained McLagan Partners to serve as an independent consultant to the CHC Committee regarding executive compensation. The CHC Committee did not direct McLagan Partners to perform its services in any particular manner or under any particular method. The CHC Committee has the final authority to retain the compensation consultant and it evaluates the compensation consultant annually. McLagan Partners does not provide any services to the Company other than as an advisor to the CHC Committee, and the CHC Committee has determined that no conflicts of interest exist as a result of the engagement of McLagan Partners.

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 functions of the Governance/Nominating Committee are to develop and oversee the application of corporate governance principles to Westwood, review and assess the composition of the Board, to identify and evaluate qualified candidates for Board membership, to recommend director nominees to the Board to be voted on at the annual meeting of stockholders, develop and recommend Corporate Governance Guidelines and determine a director’s independence, coordinate educational sessions on topics, and communicate with members of the Board regarding Board and committee meeting format and procedures. The Governance/Nominating Committee met four times during 2024 and all board members were in attendance.

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 (Westwood Holdings Group, 200 Crescent Court, Suite 1200, Dallas, Texas 75201).

Pursuant to our Corporate Governance Guidelines, a majority of the members of our Board, as well as of 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors reviews director independence annually. In the 2024 review, the Board reviewed directors’ responses to a questionnaire inquiring about their relationships and the relationships of their family members with us, and other potential conflicts of interest. Our Board is 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 did not consider donations made during 2024 by Ms. Byrne, Messrs. Casey or Frank to AT LAST! to be an impairment of Mr. Bowman’s independence. After noting such items our 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.

The Board has affirmatively determined that Messrs. Norman, Bowman, and Hoak and Mses. Masterson and Murray are “independent” as defined under SEC and NYSE rules. Mr. Casey, who served as an executive officer of the Company during 2024, is not an independent director.

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 that requires these two roles to remain separate. Brian O. Casey serves as Westwood Holdings Group’s Chief Executive Officer and Board director, and Richard M. Frank served as our Chairman of the Board in 2024. Mr. Frank will be stepping down from this role as of the 2025 Annual Meeting of Stockholders. An independent board member will be appointed as a new Chairman of the Board at Westwood’s 2025 Annual Meeting of Stockholders. As Chief Executive Officer, Mr. Casey manages the day-to-day operations of the Company together with Fabian Gomez, our President and Chief Operating Officer. Mr. Casey provides leadership on the Company’s key strategic objectives. The Chairman of the Board (i) provides leadership to the Board and chairs its meetings, (ii) chairs executive sessions of the non-management directors, and (iii) sets the agendas 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 CHC Committee, and a Governance/Nominating Committee each comprised entirely of independent directors, and an independent Chairman of the Board who chairs all executive sessions of the non-management directors, the Board of Directors believes that its current leadership structure provides an appropriate balance that best serves the Company and its stockholders.

The Board has adopted a Board Refreshment Policy that sets age limits and tenure caps for Board members, with the ability to delay a limit or cap where appropriate. The Board Refreshment Policy also requires the Board to engage in routine evaluations of its members and establishes a Director Emerita/us position on the Board.

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, AI, cybersecurity, ESG and strategic risks. The Audit Committee is responsible for oversight of risks relating to accounting matters, financial reporting, cybersecurity, and legal and regulatory compliance. To satisfy these oversight responsibilities, the Audit Committee meets regularly with management, Protiviti, the Company’s internal auditor, and BDO, the Company's independent auditor. The Audit Committee also oversees and approves the engagement of a third-party service provider to perform cybersecurity assistance services and cybersecurity testing throughout the year. The CHC Committee is responsible for overseeing risks relating to employment policies and the Company's compensation and benefits programs, including diversity, equity and inclusion. To satisfy these oversight responsibilities, the CHC Committee meets regularly with management to understand the implications of compensation decisions, particularly the risks our 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.

Our Board’s risk oversight function is supported by our Chief Executive Officer and Board director, Mr. Casey, whose industry knowledge and experience provide the Board with a deep understanding of risks facing the Company. The Board of Directors believes that having Mr. Casey on the Board, together with a supermajority of independent directors and three wholly independent Board committees, provides the appropriate leadership structure for effective risk oversight by the Board.

Risks Related to Compensation Policies and Practices

As part of its oversight of our executive and non-executive compensation programs, the CHC Committee considers the impact on our risk profile of our compensation programs, including incentive awards. The CHC Committee reviews its compensation policies and procedures, including incentives and other factors that may influence excessive risk-taking, to determine whether they present a material risk to the Company. The CHC Committee also utilizes these risk mitigating factors:

•Overall compensation levels that are competitive with 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 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;

•Maintain key risk mitigating policies, including a clawback policy to recover incentives for financial restatements due to misconduct or fraud, and stock ownership guidelines that require officers and directors to own a significant amount of Company stock; and

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

Environmental, Social and Governance

ESG Core Principles

Since inception as a company, we have worked to create a corporate culture focused on our core values. In pursuit of that goal, we have found meaningful inspiration in Coach John Wooden’s Pyramid of Success™, which helps us to reach for and maintain a culture of teamwork and integrity that always puts the interests of our clients ahead of our own.

At Westwood, impacted by cultural shifts affecting our industry, we have reflected on and refined the criteria that we believe will keep us competitive and 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 consider ESG issues in our investment process and also in our daily business lives because doing so makes good business sense. ESG enables us to create an environment that values true diversity, inclusiveness and transparency and ultimately supports employee growth over the long term.

As an active asset manager, we take a fundamental, financial materiality approach to identifying high-quality companies and strong businesses around the world. Our responsible investment commitment is linked into our investment process across our broad range of high-conviction equity and outcome-oriented solutions. We integrate ESG issues into our proprietary investment process and consider them important in conducting bottom-up, fundamental analysis when evaluating a company’s strategy, downside risk and valuation. Our research finds that sustainability plays a critical role in company selection and it has always been an input to our analytical process. As ESG evaluation techniques continue to evolve, we will adapt our investment approach to stay true to our fiduciary responsibilities.

Being an active manager describes more than just our approach to investing. It also sums up how we run our business as a publicly traded company. Our focus on transparency, corporate governance, life principles, ethical conduct and giving back to our communities is central to our values. Diversity is an important part of our culture: approximately 41% of our employees are women, including 24% at or above the Vice President level and about 32% of our employees self-identify as members of minority communities. In 2024, Westwood was honored as one of Pensions & Investments’ “Best Places to Work in Money Management,” an award Westwood has received 10 times. 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. We support the UNPRI and fully recognize the importance of considering ESG issues in our overall investment process.

Governance

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

The Responsible Investment Committee deals with the maintenance, development and implementation of investment practices to support our ESG policy. The Corporate Responsibility Committee oversees and implements our corporate sustainability strategy and ESG policies, engaging leadership across corporate functions to provide oversight and strategic guidance. Diversity, Equity and Inclusion is central to our history, culture and identity. We support opportunities for individuals from all backgrounds and value unique ideas, perspectives and experiences. In such an environment, we want our employees to feel valued, included and empowered to do their best work and deliver the best possible service to our clients.

Using available data on Diversity, Equity and Inclusion best practices, the Committee’s efforts focus on these goals:

•Partnering with managers on recruiting and managing a diverse workforce;

•Creating an inclusive work environment to ensure equal opportunity for professional growth and advancement; and

•Developing cultural competence and responsiveness to maximize our effectiveness in interpersonal interactions to best meet client needs.

Proxy Voting

Westwood treats proxy voting rights as valuable portfolio assets. Our overarching principle is to exercise voting responsibilities solely in the best interests of our stockholders. We view proxy voting as a way to address corporate governance issues and to encourage corporate actions that enhance stockholder value. Westwood uses guidelines from a third-party proxy research service, Glass-Lewis, that we believe create value for our clients. The Investment Operations Team oversees implementation of our proxy voting policy. Our Corporate Responsibility Committee, in collaboration with our investment

team’s bi-monthly review of ballots, confirms that our proxy voting ESG guidelines generally match Glass-Lewis policy, which is to vote in favor when a clear link exists between the proposal and value enhancement or risk mitigation to stockholders. Our goal is to vote all proxies and, although we generally agree with the recommendations of our proxy research service, we vote against their recommendations when we believe it to be in our clients’ best interests. An annual summary of voting is sent to each client for whom proxies are voted.

Social Impact and Corporate Giving

Community involvement is a cornerstone of our culture, which drives employee engagement and makes employees proud to work at Westwood. Every year we donate to local and national nonprofit organizations and we are pleased to support clients and employees in their volunteer efforts. Westwood employees participate in various community volunteer activities throughout the year, such as serving food to the homeless and at-risk individuals at The Stewpot or building homes with Habitat for Humanity.

Stockholder Recommendations for Director Candidates

The Board of Directors has delegated specific responsibilities to the Governance/Nominating Committee 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 a slate of director candidates to stand for election at the Annual Meeting of our Stockholders. The Governance/Nominating Committee seeks to identify 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, (vi) offer diversity to the Board, with diversity being broadly construed to mean a variety of opinions, perspectives, experiences, and backgrounds, such as gender, race and ethnic differences, as well as other differentiating characteristics, and (vii) represent the interests of Westwood as a whole and not just the interests of a particular stockholder or group. 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 Governance/Nominating Committee. Director candidates recommended by stockholders are evaluated by the Governance/Nominating Committee using the same criteria described in the previous paragraph. Stockholders may submit their recommendations to the attention of the Board of Directors by following the procedures provided below under the heading “Communications with the Board.”

Under our Bylaws, stockholders can 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 between the close of business on December 31, 2025 and the close of business on January 30, 2026, except in certain circumstances set forth in our Bylaws.

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. Our Corporate Compliance Officer will forward correspondence to its intended addressee.

The Board encourages stockholder communication with the Board and company management. The Company conducts ongoing stockholder outreach and holds meetings or calls with requesting stockholders. Additionally, our Chief Executive Officer routinely conducts calls with the Company’s largest stockholders. 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, 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 with Board members at the Company’s annual meeting 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. Instructions for methods to communicate with Board members at any virtual annual meeting of

stockholders will be explained at the outset of the meeting. All of our Board members attended the 2024 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. A copy of the Code of Business Conduct may be obtained 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 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

For 2024, we paid each non-employee member of our Board of Directors a $70,000 annual retainer. The Chairman of the Board received an additional $20,000 annual retainer, the committee chairs for the Audit and CHC Committees each received an additional $15,000 annual retainer and the committee chair for the Governance/Nominating Committee received an additional $10,000 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 also serving on the separate Board of Directors for Westwood Trust.

The Board has established stock ownership guidelines for non-employee directors, all of whom are in compliance with the policy by holding the required net vested shares until such time as the minimum is achieved.

The CHC Committee reviews our compensation arrangements for directors from time to time. Brian O. Casey, our Chief Executive Officer, is not included in this table as he is a Company employee and receives no compensation for his service as a Board 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.

2024 Director Summary Compensation Table


	Fees Earned or Paid in Cash ($)	All Other Compensation ($) (1)	Stock Awards ($) (2)	Total ($)
Richard M. Frank	90,000	5,000	95,000	190,000
Ellen H. Masterson	85,000	5,000	95,000	185,000
Geoffrey R. Norman	85,000	5,000	95,000	185,000
Randy A. Bowman	80,000	5,000	95,000	180,000

_______________________________

(1) 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 of time-based restricted stock for each non-employee director and a $5,000 award of time-based restricted stock 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 2024 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 8 "Employee Benefits" of our audited financial statements, which are included in our 2024 Annual Report on Form 10-K. All restricted stock grants were made under the Westwood Holdings Group, Inc. Stock Incentive Plan and are subject to a one-year vesting period as described above.

As of December 31, 2024, our directors, other than Brian O. Casey, held the following unvested restricted stock:


Name						Unvested Restricted Stock (1)
Richard M. Frank						7,547
Ellen H. Masterson						7,547
Geoffrey R. Norman						7,547
Randy A. Bowman						7,547

_______________________________

(1) Issued on May 1, 2024 with a vesting date of May 1, 2025, subject to such director's continued service as a director through the vesting date.

EXECUTIVE OFFICERS

Biographical information regarding Westwood's executive officers and other key employees during 2024 is as follows:

Brian O. Casey, age 61. See biographical information in the "Proposal 1 – Election of Directors" section.

Fabian Gomez, age 59, has served as President since May 2022 and as Chief Operating Officer since July 2023. He previously served as Senior Vice President, Chief Operating Officer from February 2018 to May 2022. He served as Chief Information Officer from July 2015 and as Director of Operations from February 2016. Before joining Westwood, Mr. Gomez worked at Invesco Ltd. as Global Head of Equity and Alternative Investment Applications where he was responsible for strategic planning, oversight of all major project initiatives and staff development at a global level. Mr. Gomez worked at McDonnell Investment Management for six years as a Managing Director and Chief Information Officer and 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.

Murray "Terry" Forbes III, age 47, has served as Managing Director, Chief Financial Officer and Treasurer since November 2018. Previously, he was 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, an NYSE-listed company until February 2014. From 2000 to 2012, he was with KPMG LLP, most recently as an Audit Senior Manager. Mr. Forbes earned a B.B.A. in Accounting from the University of Richmond.

John A. Ehinger, Jr., age 51, has served as Westwood's Head of Legal and Chief Compliance Officer since April 2023. Mr. Ehinger joined Westwood in 2016 as Senior Legal Counsel. Prior to joining Westwood, Mr. Ehinger served as General Counsel and Chief Compliance Officer with Placemark Investments, Inc. and as transition counsel with Envestnet Asset Management, Inc., following its acquisition of Placemark. Previously he was an Associate at Balch & Bingham LP in Alabama and a Staff Attorney with the U.S. Securities and Exchange Commission, Division of Market Regulation (now Trading and Markets) in Washington, DC. Mr. Ehinger earned his B.A. in History from Auburn University and his JD from Vanderbilt University. He is a member of the Texas State Bar.

Leah Bennett, age 56, served as President, Westwood Wealth Management from May 2022 to December 2024. From March 2018 to May 2022 she served as President of Westwood Wealth Management – Houston and from June 2016 to March 2018 as Vice President, Trust Officer. Prior to Westwood, Ms. Bennett was Co-Chief Investment Officer at South Texas Money Management, Managing Director and Chief Investment Officer at King Investment Advisors, Inc. and a Research Analyst for Capital Research & Management. Ms. Bennett earned her B.S in Economics from Texas A&M University.

There are no family relationships among the directors, executive officers and other key employees of Westwood.

EXECUTIVE COMPENSATION

Executive Summary

The Company is a “smaller reporting company” under Item 10 of Regulation S-K, promulgated under the Securities and Exchange Act of 1934, as amended, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. The rules allow the Company to provide less detail about its executive compensation program, however the CHC Committee has provided additional information below regarding its executive compensation program to help stockholders understand its executive compensation decisions.

Named Executive Officers

This section provides information regarding our executive compensation program in 2024 for the following executive officers of the Company (collectively, the "named executive officers" or “NEO”):


Name						Position
Brian O. Casey						Chief Executive Officer
Fabian Gomez						President and Chief Operating Officer
Leah Bennett(1)						Former President, Westwood Wealth Management

(1) Ms. Bennett separated from her role as President of Westwood Wealth Management on December 31, 2024.

Fiscal Year 2024 Performance Highlights

Despite challenging market conditions, the Company delivered strong financial and strategic results during 2024.

Highlights of the Company’s 2024 financial results include the following:

•Total firm assets for 2024 were $17.6 billion, up $1 billion from 2023.

•Total Revenues in 2024 were $94.7 million, approximately 6% higher than 2023.

•Comprehensive Income was $2.2 million, down from $9.5 million in 2023 primarily due to changes in the fair value of contingent consideration, higher employee expenses and one-time life insurance proceeds in 2023, partly offset by higher revenues and lower income taxes.

•Our institutional pipeline grew 77% to $2.3 billion in 2024.

•Our stock price (NYSE: WHG) rose 21% in 2024, including stock appreciation and dividends.

•We paid out approximately $5.4 million in dividends to our stockholders.

•Our financial position remains strong with cash and liquid investments of approximately $44.6 million, and no debt as of December 31, 2024.

Highlights of the Company’s 2024 strategic results include the following:

•Distribution Channel: Our institutional team exceeded its $1 billion annual gross sales goal for 2024 in achieving a 100% year-over-year increase. Our institutional team won and funded eight mandates totaling over $600 million in 2024. SMidCap strategies dominated with institutional flows from new mandates and growth in our SMid CIT vehicle.

•Energy ETFs Launch: We launched two ETFs—Westwood Salient Enhanced Midstream Income ETF (MDST) and Westwood Salient Enhanced Energy Income ETF (WEEI). MDST reached $73 million in assets, exceeding our capital goals for its initial year, and maintained strong trading volumes.

•WEBs ETF Partnership: We formed Westwood Engineered Beta (WEBs) with ETF veteran Ben Fulton to scale Westwood’s ETF platform, offering investors and advisors new, highly innovative strategies. Through our WEBs partnership with Mr. Fulton, we launched two ETFs in December employing WEBs’ proprietary Defined VolatilitySM strategy: WEBs Defined VolatilitySM SPY ETF (DVSP) and WEBs Defined VolatilitySM QQQ ETF (DVQQ). These ETFs are designed to provide a more stable investment experience across market conditions, using a dynamic, rules-based strategy to adjust exposure to equity markets based on real-time volatility.

•Strategic Growth Initiatives: We completed the initial build-out of our Managed Investment Solutions (MIS) platform and engaged in client outreach to introduce our new strategic capabilities. Our Energy Secondaries Fund I is performing well and we continue to seek opportunities to meet investor demand for these types of investments.

•Wealth Transition: Our Westwood Wealth Management team established several new processes to improve efficiencies in trading as well as implemented OneVest to improve the client portal experience and accuracy of data.

•Investment Performance: SMidCap Value, Multi-Asset Income, Credit Opportunities, Real Estate Income, MLP SMA, MLP High Conviction, and MLP & Energy Infrastructure all beat their primary benchmarks for the year.

•80% of our U.S. Value Equity strategies were ahead of their benchmarks over the trailing three-year periods, and 75% led their benchmarks over the last five years.

•Income Opportunity ranked in the top quartile for the trailing 1-, 5-, 7-, 10-year periods and since inception in its Morningstar category.

•Multi-Asset Income gained a five-star rating from Morningstar in the Conservative Allocation category.

•Real Estate Income strategy exceeded its benchmark and ranked in the 29th percentile in its Morningstar universe over the trailing three years.

•Energy MLP SMA strategy was ahead of the Alerian Midstream Index across all trailing periods.

•Rebranding Initiative: Westwood conducted a comprehensive brand review that refined the Company’s messaging, marketing, and branding and produced a new corporate tagline.

•Clients First Initiative: Mr. Casey traveled throughout the United States to meet with nearly all of the Company’s largest North American clients with assets exceeding $100 million and engaged in meaningful conversations that provided us with invaluable feedback on our services and solutions.

•Stockholder Engagement: As part of our regular stockholder engagement program, we reached out this past year to our top institutional stockholders, representing 4.75 million shares or 51.52% of total shares outstanding, to foster open discussions regarding our executive compensation program. The CHC Committee welcomes stockholder perspectives on our executive compensation program and will continue to consider future say-on-pay votes carefully when making compensation decisions for our executive officers.

•Westwood was named Pensions & Investments’ “Best Places to Work in 2024” for the 10th year.

Key 2024 Compensation Decisions for Named Executive Officers

In accordance with our “pay-for-performance” compensation philosophy, the CHC Committee generally allocates a substantial majority of each NEO’s direct compensation (i.e., base salary, target annual cash incentive, and target value of long-term incentives) to variable “at-risk” compensation. In this way, our executive compensation program is designed to (a) align the interests of our NEO with our stockholders and (b) reward successful achievement of annual financial and strategic objectives.

Accordingly, our compensation decisions with respect to each of our NEO for 2024 were primarily driven by our performance against Company-wide financial and strategic objectives and individual objectives developed at the beginning of the year.

Reflecting a rigorous assessment of the Company’s performance, the bonus pool and the aggregate incentives for our NEO were increased from 2023 to 2024.

In summary:

•The CHC Committee made no change to Mr. Casey’s annual base salary and, based on 2024 performance as measured against pre-established financial and strategic objectives, approved an annual cash incentive bonus to Mr. Casey in the amount equal to 99.8% of target. Mr. Casey’s 2024 incentive awards reflected the Company’s overall performance.

•The CHC Committee approved an annual cash incentive bonus to Mr. Gomez for 2024 in an amount equal to 99.8% of target, reflecting his 2024 performance as measured against pre-established financial, strategic, and individual performance objectives.

•Ms. Bennett left Westwood on December 31, 2024 and did not a receive cash incentive bonus for 2024.

•In February 2024, the CHC Committee approved the following awards of restricted stock to each of our NEO based on our fiscal 2023 performance: Mr. Casey - 48,230 shares; Mr. Gomez - 32,908 shares; and Ms. Bennett – 21,667 shares.

•In February 2025, the CHC Committee approved the following awards of restricted stock to Messrs. Casey and Gomez based on our fiscal 2024 performance: Mr. Casey - 45,621 shares and Mr. Gomez - 24,636 shares. These restricted stock awards were granted after the end of 2024 and accordingly will be reported in our 2026 proxy statement.

Overview of our Executive Compensation Program

The intellectual capabilities of our employees are among our most important assets. Our financial results depend on the level of assets we manage, our ability to provide outstanding client service, develop new client relationships, generate competitive long-term investment performance, and build strong relationships with clients, investment consulting firms, and other financial intermediaries.

We believe that the expertise and commitment of our NEO are critical to delivering superior long-term results to our clients and stockholders and to achieving our overall business objectives. Our executive compensation program aims: to align executive compensation with performance delivered for stockholders and clients; to deliver pay in a balanced combination of base salary, cash awards and long-term, stockholder-aligned equity; and to attract, motivate and retain top talent.

We review our executive compensation program on an ongoing basis to ensure that it reflects market best practices related to corporate governance and risk mitigation. Highlights of our executive compensation program related to these matters include the following:


What We Do			What We Do Not Do
ü Variable "at risk" compensation targeted at a larger share vs. fixed base salary			û We do not provide fringe benefits or perquisites to executives that are not available to all employees
ü Compensation aligned with performance achievements			û We prohibit hedging and short sales of Company stock by executives and directors
ü Incentive plan payouts capped on amounts that executives can earn			û We do not gross-up change-in-control related benefits for excise tax
ü Change-in-control severance is a "double trigger" for our CEO			û We do not pay dividends on unvested equity-based compensation awards
ü Officers and directors are required to satisfy industry-aligned standards related to Company stock ownership			û We prohibit repricing of stock options without stockholder approval
ü Clawback policy requires recovery of erroneously received compensation in the event of a financial restatement and other material failures
ü Appropriate post-employment and change-in-control arrangements
ü McLagan Partners’ survey results are used for competitive compensation market data and ad hoc compensation analysis

Compensation Philosophy and Objectives

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

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

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

•Align NEO’s interests with our stockholders.

As an executive's role expands in scope and responsibilities, we believe that: (1) an increasing share of total direct compensation should be at risk and performance-based; (2) base salary should be a relatively smaller portion of total direct compensation; and (3) most of incentive compensation should vary with overall Company results. Reflecting these principles, in 2024, 36% of Mr. Casey’s total compensation was delivered in performance-based compensation and 28% was delivered in long-term equity awards, which provide direct alignment with our stockholders.

Market Compensation Data.

In making its pay decisions, the CHC Committee considered market compensation data from McLagan’s 2023 Investment Management Survey – U.S., a widely-used source for compensation information that includes data from approximately 175 public and private investment firms (the “McLagan Survey”). Confidentiality obligations to McLagan Partners and its survey participants prevent disclosure of the firms included in the survey.

The CHC Committee considers market compensation data from the McLagan Survey to be useful in helping ensure that our executive pay levels remain competitive. In using the McLagan Survey, the CHC Committee: (1) primarily considered data for firms with assets under management between $15 billion and $34.9 billion, a comparison that the CHC Committee deemed appropriate given our Company’s size and complexity; and (2) did not set any component of our NEO’s pay to fall within a specific range or percentile of the reported survey data.

2024 Summary Compensation Table

The following table summarizes all compensation earned by our NEO for the years indicated.



Name and Principal Position (a)	Year (b)	Salary ($) (c) (1)	Bonus ($) (d)	Stock Awards ($) (e) (2)	Non-Equity Incentive Plan Compensation ($) (f) (3)	All Other Compensation ($) (g) (4)	Total ($) (h)
Brian O. Casey	2024	750,000	—	578,750	748,469	24,150	2,101,369
Chief Executive Officer	2023	750,000	—	625,000	672,732	19,800	2,067,532
	2022	750,000	—	312,500	281,250	18,300	1,362,050
Fabian Gomez	2024	400,000	—	394,885	404,173	20,700	1,223,208
President and Chief Operating Officer	2023	400,000	—	200,000	244,885	19,800	864,685
	2022	347,916	—	257,813	200,000	18,300	824,029
Leah Bennett	2024	341,667	—	260,000	—	94,221	695,888
Former President, Westwood Wealth Management	2023	300,000	—	200,000	260,000	107,448	867,448
	2022	244,792	—	235,000	100,000	124,395	704,187

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

(2) Restricted stock awards are typically granted in February of each year based on our performance for the immediately preceding year. The restricted stock awards shown for 2024, 2023 and 2022 were made in February 2024, February 2023 and February 2022, respectively. The restricted award grants for the 2024 performance year that were granted in February 2025 are described below.

For 2024, the amounts contained in column (e) reflect (i) for Mr. Casey, the grant date fair value of his time-vested restricted stock award (48,230 shares), (ii) for Mr. Gomez, the grant date fair value of his time-vested restricted stock award (32,908 shares), and (iii) for Ms. Bennett, the grant date fair value of her time-vested restricted stock award (21,667 shares).

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 8 “Employee Benefits” of our audited financial statements, which are included in our 2024 Form 10-K. See the “Executive Compensation” section above for a further description of these restricted stock awards.

(3) For 2024, the amounts for Messrs. Casey and Gomez reflect the cash payments made under our executive compensation program. Each of these payments was approved in 2025.

(4) Amounts in column (g) reflect each named executive officer’s 401(k) Company matching contribution, and Company profit sharing contribution under the Savings Plan. The Company matching contributions was $20,700 for each named executive officer for 2024, $19,800 for each named executive officer for 2023, and $18,300 for each named executive officer for 2022. The Company profit sharing contribution was $3,450 for each named executive officer for 2024. See “Other Benefits and Perquisites” below for a description of plan contributions. For Ms. Bennett, the amounts in column (g) also include $70,071, $87,648 and $106,095 in commission payments made to her during 2024, 2023 and 2022, respectively, under the New Business Incentive Program for Wealth Management.

Narrative Disclosure to Summary Compensation Table

For 2024, the principal components of compensation for our NEO were base salary, an annual cash incentive award, a long-term equity award paid in restricted stock, and commission payments for Ms. Bennett. For the three NEO, an average of approximately 62% of 2024 total direct compensation represented variable "at risk" compensation that was delivered in the form of performance-based annual cash incentive awards and time-based long-term equity awards.

Base Salary

Base salary is the fixed component of our NEO’s annual cash compensation. The Company provides its NEO with a base salary for services rendered during the year and in recognition of their expertise, knowledge and experience.

Salary levels are usually evaluated 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.

Annual Cash Incentive Awards

Our NEO are eligible to receive performance-based cash incentive bonuses, which are designed to provide appropriate incentives to our executives to achieve defined performance goals and reward our executives for individual achievement toward these goals. The Company believes that using a combination of cash incentive awards and equity awards moderates the dilution effect of only using equity awards. The CHC Committee sets performance objectives and subsequently approves annual cash incentive awards for our NEO. For Mr. Casey and Mr. Gomez, we use target incentives and a structured scorecard-based system to evaluate performance and determine cash incentive payouts. Performance measures and weightings can vary under these executives’ scorecards to reflect differences in responsibilities and impact on results. Ms. Bennett did not receive a payment for her 2024 performance due to her separation from the Company on December 31, 2024.

The CHC Committee monitors individual performance throughout the year and completes formal mid-year and end-of-year performance assessments using pre-defined scorecards. Final incentive payouts are based on the scorecard results and the

amounts that the CHC Committee believes balance the need to: (1) retain the executives with industry-competitive total compensation; and (2) provide attractive long-term financial returns to stockholders.

The CHC Committee made its determinations for fiscal 2024 annual cash incentives for the CEO and the other NEO in early 2025 using the following scorecard-based assessment of results.


	Fiscal 2024 Non-Equity Incentive
			Target	Actual Results	Payout	Actual
		Incentive	Cash	vs. High	Multiplier	Cash
		Weight	Incentive	Expectations	(0-150% target)	Incentive
Brian O. Casey	Financial Objectives:	60.0%	$450,000	Slightly below	66%	$298,469
	•Economic earnings •Sales execution •Relative TSR

	Strategic Objectives:
	•Operationalize MIS •Launch ETFs •Westwood Wealth Transition •Promote a client-first culture •Branding & Web •Investor Relations	40.0%	$300,000	Far exceeded	150%	$450,000


		100.0%	$750,000			$748,469


Fabian Gomez	Financial Objectives:	60.0%	$243,000	Slightly below	66%	$161,173
	•Economic earnings •Sales execution •Relative TSR

	Strategic Objectives:
	•Operationalize MIS •Launch ETFs •Westwood Wealth Transition •Promote a client-first culture •Branding & Web •Investor Relations	40.0%	$162,000	Far exceeded	150%	$243,000


		100.0%	$405,000			$404,173

Long-Term Equity Awards

We believe that long-term equity awards are a valuable compensation tool that aligns the long-term financial interests of our executives with the financial interests of our stockholders. In addition, we believe that long-term equity awards help attract, retain and motivate our NEO and encourages them to devote their best efforts to our business and financial success. Vesting of long-term equity awards is generally tied to continuous service and helping to promote our retention objectives. Each year, the CHC Committee determines long-term equity awards for our NEO under the Westwood Holdings Group, Inc. Stock Incentive Plan (the "Stock Incentive Plan").

Similar to the process used to determine annual cash incentive awards, the CHC Committee uses, in its full and complete discretion, a target incentive and scorecard-based measurement system to evaluate performance and determine each executive’s long-term equity award. The scorecard-based measures and weightings used to assess performance for purposes of determining long-term equity awards differ somewhat from the criteria used to determine annual cash incentives, with the long-term program typically focusing more on overall company performance.

With respect to long-term equity awards, the CHC Committee: (A) closely monitors performance throughout the year; (B) completes formal periodic performance assessments using the pre-defined scorecards; and (C) makes final award determinations based on a balanced consideration of the need to (1) retain the executives with industry-competitive total compensation; and (2) provide attractive long-term financial returns to stockholders. In addition, in determining the individual executive’s target and actual long-term equity awards levels, the CHC Committee also considers, in the interests of stockholders, the Company’s overall equity plan share dilution and utilization and its recent stock price performance.

Using the following scorecard, the CHC Committee approved fiscal 2024 long-term equity awards for the CEO and the other NEO on February 4, 2025 and issued these awards on February 21, 2025.


	Fiscal 2024 Long-term Equity Incentive Compensation (granted in 2025)
			Target	Actual Results	Payout	Actual
		Incentive	Long-Term	vs. High	Multiplier	Cash
		Weight	Incentive	Expectations	(0-150% target)	Incentive
Brian O. Casey	Financial Objectives:	25.0%	$125,000	Far exceeded	150%	$187,500
	•Communications •Investment Compensation Plan •Investment Products •Private Equity/M&A •Client Retention


	Strategic Objectives:
	•Operationalize MIS •Launch ETFs •Westwood Wealth Transition •Promote a client-first culture •Branding & Web •Investor Relations	75.0%	$375,000	Far exceeded	150%	$562,500


		100.0%	$500,000			$750,000


Fabian Gomez	Financial Objectives:	25.0%	$67,500	Far exceeded	150%	$101,250
	•Communications •Investment Compensation Plan •Investment Products •Private Equity/M&A •Client Retention


	Strategic Objectives:
	•Operationalize MIS •Launch ETFs •Westwood Wealth Transition •Promote a client-first culture •Branding & Web •Investor Relations	75.0%	$202,500	Far exceeded	150%	$303,750


		100.0%	$270,000			$405,000

The CHC Committee used a similar process to assess performance and determine long-term equity awards for fiscal 2023. In particular, using the following scorecard, the CHC Committee determined and approved fiscal 2023 long-term equity awards for the CEO and the other NEO on February 7 and 13, 2024, and issued these awards on February 23, 2024.


	Fiscal 2023 Long-term Equity Incentive Compensation (granted in 2024)
			Target	Actual Results	Payout	Actual
		Incentive	Long-Term	vs. High	Multiplier	Cash
		Weight	Incentive	Expectations	(0-150% target)	Incentive
Brian O. Casey	Financial Objectives:	25.0%	$125,000	Met	100%	$125,000
	•AUM •Expense control •ROI on corporate investments

	Strategic Objectives:
	•Promote a client-first culture •Introduce new products •Expand platform distribution •Improve operating infrastructure •Integrate Salient Partners	75.0%	$375,000	Far exceeded	121%	$453,750


		100.0%	$500,000			$578,750


Fabian Gomez	Financial Objectives	12.5%	$37,500	Slightly exceeded	103%	$38,635
	Strategic Objectives	12.5%	$37,500	Met	100%	$37,500
	Department Goals:
	•Salient integration •Executive succession planning •Maintain operating excellence •Product development	75%	$225,000	Slightly below	75%	$168,750
		100.0%	$300,000			$244,885


Leah Bennett	Business Objectives:	15.5% Maximum
	•Profit margin •Expense control •Sales success •Asset retention •Team development	Revenue Sharing Rate		Slightly exceeded		$260,000
		(adjusted down based on
		team costs and results
		versus Business Objectives)

The Stock Incentive Plan authorizes grants of several different types of equity awards, with the CHC Committee determining in both 2025 (for fiscal 2024 performance) and 2024 (for fiscal 2023 performance) that long-term equity awards would be in the form of restricted stock awards that vest as follows:

•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.

For awards made in both 2025 and 2024: dividends on restricted stock awards are accrued and paid when underlying restricted shares vest; accrued dividends on forfeited shares are not paid; and restricted shares may not be sold, transferred, or pledged prior to vesting.

New Business Incentive Program

Wealth Management employees are eligible to participate in the New Business Incentive Program, which is designed to incentivize new client relationships. When a new client relationship is directly initiated as the result of an employee’s efforts, the employee receives 25% of the account’s fees collected during the first year. If the employee refers the client to a Private Wealth Advisor eligible to establish the new client relationship, the 25% payout is split equally between the employee and the Private Wealth Advisor handling the relationship as a quarterly payment based on actual client fees collected.

Other Benefits and Perquisites

Employee Benefits

We offer employee and post-retirement benefits to all full-time employees, including NEO, 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. Our employees are generally eligible to participate in benefit programs including medical, dental, vision, disability, life insurance, and health savings or flexible spending accounts. The cost of health insurance and savings plans is partially borne by

the Company, including costs for NEO. We pay for disability insurance and a set amount of term life insurance for all employees.

Savings Plan and Matching Contributions

Under Westwood Holdings Group, Inc.’s Savings Plan (the "Savings Plan"), all U.S. employees, including NEO, are eligible to make 401(k) contributions, subject to annual IRS limits. We fully match employee contributions up to 6% of their eligible compensation (subject to IRS limits). An additional 1% contribution is matched for employees earning less than the highly compensated threshold ($155,000), as set annually by the IRS. Employees are vested immediately in their 401(k) contributions, as well as in the Company matching portion.

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 NEO, are eligible for discretionary profit-sharing contributions. Profit sharing contributions are subject to a four-year vesting schedule, based on an employee's years of service.

For 2024, the Company made 401(k) matching contributions and Company profit-sharing contributions totaling $24,150 for each of Messrs. Casey, Gomez, and Ms. Bennett.

Perquisites

We did not provide perquisites to our NEO during 2024.

Other Compensation Policies

Stock Ownership Guidelines

The Board has established stock ownership guidelines for the Chief Executive Officer (“CEO”), NEO, and certain other executives because we believe that equity ownership encourages employees to have a long-term view of our success and a healthy concern for the entire Company. Executives subject to stock ownership guidelines are required to hold net shares acquired through vesting of equity-based compensation programs until the minimum guideline level is met. If a decline in the price of our common stock causes an executive’s holdings to fall below the applicable threshold, the executive will not be required to purchase additional shares but is required to hold 100% of net shares acquired through vesting of equity-based compensation programs until the threshold is regained. Compliance with stock ownership guidelines is evaluated periodically by our Board of Directors. With the decline in the price of our stock over time and increased thresholds in the stock ownership guidelines, the value of shares held by certain executives fell below the applicable thresholds. As of December 31, 2024, Mr. Casey was in compliance with the stock ownership holding requirement.

Employment and Related Agreements

Brian O. Casey

The CHC Committee believes 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. Accordingly, in December 2015, the CHC Committee entered into a new employment agreement with Mr. Casey, which auto-renewed for an additional one-year period on January 1, 2024, and is subject to 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.

Fabian Gomez

There is no written employment agreement with Mr. Gomez, however in connection with his appointment as President on May 26, 2022, the Company and Mr. Gomez entered into a letter agreement (the “Gomez Letter Agreement”) and an Employee Confidentiality and Non-Compete Agreement (the “Gomez CNCA”). The Gomez Letter Agreement, which supersedes and replaces the severance agreement between the Company and Mr. Gomez dated February 9, 2018, provides for continued vesting of Mr. Gomez’s outstanding unvested restricted stock awards (time-based and performance-based) upon his involuntary termination of employment by the Company without “cause” (as defined in the Gomez Letter Agreement), or his voluntary termination of employment with the Company for “good reason” (as defined in the Gomez Letter Agreement), provided he (a) complies fully with all obligations under the Gomez Letter Agreement and the Gomez CNCA, and (b) executes and does not revoke a general release of all claims arising out of or related to his employment with the Company. The Gomez CNCA contains (a) customary confidentiality provisions, (b) a non-compete covenant that applies during Mr. Gomez’s employment

and for 12 months thereafter and that restricts him from performing services for any person or entity in the United States that is or was a client of Westwood with respect to whom Mr. Gomez did business and/or had personal contact during his employment with Westwood, and (c) customary employee and client non-solicitation restrictive covenants that apply during Mr. Gomez’s employment and for 24 months thereafter. In addition, under the Gomez CNCA, Westwood can elect to restrict Mr. Gomez from competing against Westwood in any capacity for up to six months following his termination of employment, in exchange for monthly salary continuation payments and monthly prorated bonus payments (based on the most recent annual cash bonus paid to Mr. Gomez before his termination).

Leah Bennett

On October 7, 2024, Leah Bennett and the Company entered into a Resignation and Transition Agreement (“Transition Agreement”) pursuant to which Ms. Bennett agreed to (a) resign from the Company effective as of December 31, 2024 (the “Resignation Date”) and (b) provide certain services to facilitate an orderly transition. In consideration for such transition services and subject to the other terms and conditions contained in the Transition Agreement, including that Ms. Bennett comply with her confidentiality, non-solicitation and non-compete obligations under her existing Westwood Employee Confidentiality, Inventions, Non-Competition and Non-Solicitation Agreement dated February 1, 2023 (the “Bennett CNCA”), to protect and preserve the goodwill of the Company’s business going forward, the Company agreed to provide Ms. Bennett with certain additional payments for so long as (and only for so long as), among other things, she abides by her confidentiality, non-solicitation and non-compete obligations under the Bennett CNCA and, subject only to limited exceptions outlined below, does not solicit or provide wealth management or investment advisory services to any persons or entities that prior to or on the Resignation Date were Westwood customers or clients (the “Prohibited Westwood Clients”). Subject to the terms and conditions of the Transition Agreement (including the forfeiture provisions described below), these payments will consist of a cash payment of $350,000 paid in February 2025; a cash payment of $250,000 to be made in February 2026; and a cash payment of $150,000 to be made in February 2027 (the “Restricted Service Payments”).

If at any time from the date of the Transition Agreement through and including February 28, 2027 (“Restricted Period”), Ms. Bennett directly or indirectly provides services to any Prohibited Westwood Client (other than Westwood Transfer Clients (as defined below)), then all future Restricted Service Payments shall be reduced by an amount equal to 100% of the revenue received by the Company in respect of such Prohibited Westwood Client during 2024. If at any time during the Restricted Period, Ms. Bennett directly or indirectly provides services to any Westwood Transfer Client, then all future Restricted Service Payments shall be reduced by an amount equal to 50% of the revenue received by the Company in respect of such Prohibited Westwood Client during 2024.

If any Prohibited Westwood Client (a) unilaterally, and without any solicitation by Ms. Bennett or others on her behalf, requests wealth management or investment advisory services from Ms. Bennett and transfers assets to Ms. Bennett for such services, and (b) executes a declaration that the client was not solicited by Ms. Bennett and provides such declaration to the Company within five business days of the transfer, then such Prohibited Westwood Client shall be considered a “Westwood Transfer Client.”

In accordance with the terms of Ms. Bennett’s letter agreement, dated February 1, 2023, and Westwood’s 2022, 2023, and 2024 Restricted Stock Agreements, Ms. Bennett’s unvested restricted shares were forfeited as of the Resignation Date. Additionally, any bonus Ms. Bennett would have been eligible to receive for the fiscal year ended December 31, 2024 pursuant to the Wealth Management Revenue Share Incentive Plan was forfeited.

Potential Payments Upon Termination or Change in Control

Set forth below is a summary of the compensation and benefits payable to Messrs. Casey and Gomez in the event their employment is terminated.

Under the terms of our Stock Incentive Plan, in the event of their death or a "change in control" of the Company, unvested time-vested restricted stock awards would vest. Other than the terms of Mr. Gomez's severance benefit agreement discussed in "Employment and Related Agreements" above and the acceleration of restricted stock awards for Mr. Gomez upon death or a "change in control," they are not contractually entitled to any other severance payments upon their termination or a "change in control" of the Company.

Under the employment agreement in place, payments to Mr. Casey could vary depending on the cause of termination and whether or not the Board elects to enforce a non-compete agreement. Mr. Casey's agreement contains a "double-trigger" change in control related to cash severance, requiring a qualifying termination of employment within 24 months, following a qualifying change in control event, which is consistent with external market practice.

The various payment scenarios for Mr. Casey are:

Payments upon termination without cause, by the executive for good reason or non-renewal by the Company (the non-compete agreement is automatically enforced).

Amounts under this scenario include the following, to the extent Mr. Casey has not been already paid:

•An amount equal to 1.5 times the sum of one year's salary, plus the annual bonus paid for the most recently completed year, to be paid in monthly installments over 18 months;

•Bonus and incentive compensation earned as of the termination date;

•Vacation time, earned and unused;

•Medical benefits for 18 months following termination; and

•All unvested stock options and unvested restricted shares shall be fully vested; provided, however, that to the extent that any such awards are subject to performance-based vesting conditions, then those awards will only become vested if and to the extent that such awards would have become vested in accordance with their terms if Mr. Casey's employment had continued; and provided further that, if such award is subject to periodic vesting based upon performance conditions established for each vesting period, then the annual performance conditions applicable to any such award, following the termination of Mr. Casey's employment, shall be the same as the last periodic performance goal established, with respect to such award, prior to the termination of Mr. Casey's employment or, if more favorable to Mr. Casey, the periodic performance conditions established for performance-based vesting of equity or equity-based awards granted to other senior executives who are then still employed by the Company.

Payments upon termination with cause, by Mr. Casey without good reason or non-renewal by Mr. Casey where the non-compete agreement is enforced.

Amounts under this scenario include the following to the extent they have not been already paid:

•One year's salary paid in monthly installments, less the amount of medical insurance premiums that would have paid, had he remained employed;

•Bonus and incentive compensation earned as of the termination date;

•Vacation time, earned and unused; and

•Medical benefits for 12 months following termination.

All unvested stock options and all unvested restricted shares shall be forfeited under this scenario.

Payments upon termination with cause, by Mr. Casey without good reason or non-renewal by Mr. Casey where the non-compete agreement is not enforced.

Amounts under this scenario include the following to the extent he has not been already paid:

•Bonus and incentive compensation earned as of the termination date;

•Vacation time, earned and unused; and

•Medical benefits for 12 months following termination.

All unvested stock options and all unvested restricted shares shall be forfeited under this scenario.

Payments upon termination due to a change in control (the non-compete agreement is automatically enforced)

Amounts under this scenario include the following, to the extent Mr. Casey not been already paid:

•An amount equal to two times the sum of one year's salary, plus the annual bonus paid for the most recently completed year, to be paid in monthly installments over 24 months;

•Bonus and incentive compensation earned as of the termination date;

•Vacation time, earned and unused;

•Medical benefits for 18 months, following termination; and

•All unvested stock options and all unvested restricted shares shall be fully vested; provided, however, that to the extent that any such awards are subject to performance-based vesting conditions, the performance goals were achieved at 100% of the target performance.

Payments upon termination due to death

Amounts under this scenario include the following, to the extent they have not been already paid:

•Bonus and incentive compensation earned as of the termination date;

•Vacation time, earned and unused;

•Medical benefits for 18 months, following termination; and

•All unvested stock options and all unvested restricted shares shall be fully vested.

Payments upon termination due to disability

Amounts under this scenario include the following to the extent they have not been already paid:

•Bonus and incentive compensation earned as of the termination date;

•Vacation time, earned and unused;

•Disability benefits, if any, at least equal to those then provided by the Company to disabled executives and their families;

•Medical benefits for 12 months, following termination; and

•All unvested stock options and all unvested restricted shares shall be fully vested.

Outstanding Equity Awards at December 31, 2024

The following table summarizes all outstanding equity awards held by our NEO as of December 31, 2024:


	Option Awards			Stock Awards

Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Option Exercise Price ($) (c)	Option Expiration Date (d)	Award Grant Year (e) (1)	Number of Shares of Stock That Have Not Vested (#) (f) (2)	Market Value of Shares of Stock That Have Not Vested ($) (g) (3) (4)	Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) (h)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) (i)





Brian O. Casey	—	—	—	2024	48,230	699,817	—	—
	—	—	—	2023	33,428	485,040	—	—
	—	—	—	2022	6,156	89,324	—	—
Fabian Gomez	—	—	—	2024	32,908	477,495	—	—
	—	—	—	2023	10,697	155,213	—	—
	—	—	—	2022	5,079	73,696	—	—
Leah Bennett	—	—	—	2024	21,667	314,388	—	—
	—	—	—	2023	10,697	155,213	—	—
	—	—	—	2022	4,629	67,167	—	—

(1) The years in column (e) reflect the year in which the award was granted. The 2022 grant was for 2021 performance year, the 2023 grant was for the 2022 performance year, and the 2024 grant was for the 2023 performance year.

(2) The shares in column (f) will vest in late February of each year according to the following schedule provided that the individual is still employed on the vesting date. The grants vest over a 3-year period with 34% vesting Year 1, 33% vesting Year 2, and 33% vesting Year 3.

(3) The amounts in columns (g) reflect the value of the shares shown in columns (f), multiplied by $14.51, the closing market price of our common stock as of December 31, 2024, the last business day in 2024.

(4) Ms. Bennett’s unvested shares of restricted stock were forfeited as of December 31, 2024, in connection with her separation from Westwood Wealth Management.

Stock Incentive Plan

All equity-based incentive awards are governed by the Stock Incentive Plan (the “Plan”).

In 2024, equity awards under the Plan consisted of issuance of our authorized restricted common stock. Awards under the Plan may be made to employees, including officers and directors who may be employees, non-employee directors, and consultants. Any shares issued under the Plan may consist of authorized but unissued shares or forfeited shares, or a combination thereof.

The Plan authorizes the grant of several types of equity-based awards, including incentive stock options ("ISOs"), non-statutory stock options ("NSOs") restricted stock, mutual fund awards, stock purchase rights, stock appreciation rights ("SARs"), restricted stock units ("RSUs"), and performance shares (in the form of deferred stock awards). The 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 Plan may be utilized in the future if determined to be appropriate by the CHC Committee. The CHC Committee limits its equity-based awards under the Plan to restricted stock and mutual fund awards. The CHC Committee believes that restricted stock awards are the most effective vehicle to align the interests of employees with stockholders and clients. Unless the CHC 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 CHC 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 CHC Committee believes that these terms and conditions for restricted stock awards offer the best balance of providing value to the employee as 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 CHC Committee administers the Plan with respect to all eligible individuals. Cash incentive awards 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 are generally awarded in the first quarter of the year and reflect performance in the prior year.

Determinations of the CHC Committee are final, conclusive, and binding upon all persons having an interest in the Plan. Any action or determination by the CHC Committee regarding an award to a non-employee director must be approved by the Board.

Insider Trading Policy

The Company has adopted an insider trading policy governing the purchase, sale, and/or other disposition of Company securities by directors, officers, and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards. A copy of the Company’s Insider Trading Policy is attached to the Company’s Annual Report on Form 10-K as Exhibit 19.

Pay-Versus-Performance Disclosure

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for Brian O. Casey, our principal executive officer (“PEO”) and Non-PEO NEO and Company performance for the fiscal years listed below. The CHC Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.


Year	Summary Compensation Table Total for Brian O. Casey(1) ($)	Compensation Actually Paid to Brian O. Casey(1),(2),(3) ($)	Average Summary Compensation Table Total for Non-PEO NEO(1) ($)	Average Compensation Actually Paid to Non-PEO NEO(1),(2),(3) ($)	Value of Initial Fixed $100 Investment based on TSR(4) ($)	Net Income (Loss) ($ Millions)
(a)	(b)	(c)	(d)	(e)	(f)	(g)
2024	2,101,369	2,334,865	959,548	790,415	98.49	2.2
2023	2,067,532	2,135,660	866,067	924,267	81.53	10.6
2022	1,362,050	1,265,667	764,108	623,349	68.61	(4.6)

(1) Brian O. Casey was our PEO for each year presented. The individuals comprising the Non-PEO NEO for each year presented are listed below.

2022

2023

2024

Fabian Gomez

Leah Bennett

(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEO. These amounts reflect the Summary Compensation Table Total, with certain adjustments as described in footnote 3 below.

(3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEO as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.

(4) Assumes $100 was invested in the Company for the period starting December 31, 2021, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.


Year	Summary Compensation Table Total for Brian O. Casey ($)	Exclusion of Stock Awards for Brian O. Casey ($)	Inclusion of Equity Values for Brian O. Casey ($)	Compensation Actually Paid to Brian O. Casey ($)
2024	2,101,369	(578,750)	812,246	2,334,865


Year	Average Summary Compensation Table Total for Non-PEO NEO ($)	Average Exclusion of Stock Awards and Option Awards for Non-PEO NEO ($)	Average Inclusion of Equity Values for Non-PEO NEO ($)	Average Compensation Actually Paid to Non-PEO NEO ($)
2024	959,548	(327,443)	158,310	790,415

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Brian O. Casey ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Brian O. Casey ($)	Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Brian O. Casey ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Brian O. Casey ($)	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Brian O. Casey ($)	Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Brian O. Casey ($)	Total - Inclusion of Equity Values for Brian O. Casey ($)
2024	721,521	100,543	—	(9,818)	—	—	812,246


Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEO ($)	Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEO ($)	Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEO ($)	Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEO ($)	Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEO ($)	Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEO ($)	Total - Average Inclusion of Equity Values for Non-PEO NEO ($)
2024	246,152	20,036	—	(6,717)	(101,161)	—	158,310

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Stockholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEO, and the Company’s cumulative TSR over the three most recently completed fiscal years.

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEO, and our Net Income during the three most recently completed fiscal years.

PEO and Non-PEO comp actually paid vs NI.jpg

Pursuant to SEC rules, the information in this “Pay-Versus-Performanc