UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.     )

_________________

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

WisdomTree, Inc.
(Name of Registrant as Specified In Its Charter)

______________________________________________________________________

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

Payment of Filing Fee (Check all boxes that apply)

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

  

 

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2024

Notice of Annual Meeting
and Proxy Statement

 

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WisdomTree, Inc.

Notice of 2024 Annual Meeting of Stockholders

We cordially invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of WisdomTree, Inc. (“WisdomTree”, the “Company”, “we” or “our”). Stockholders as of the record date for the Annual Meeting are entitled to vote on the items set forth below. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

See the “General Information for Stockholders About the Annual Meeting” section of the proxy statement on page 10 for information about voting and attending the Annual Meeting.

Date And Time:

June 12, 2024 at

10:00 a.m., Eastern Time

Meeting Address:

Paul Hastings LLP
200 Park Avenue, 26
th Floor
New York, NY 10166

Record Date: 

April 19, 2024

Mailing Date: 

On or about April 29, 2024

Voting Matters and Board Recommendations

At or before the Annual Meeting, we ask that you vote on the following items:

Proposal

Board
Recommendation

Page
Reference

1

Elect nine members of our Board of Directors

FOR

21

2

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024

FOR

36

3

Vote on an advisory resolution to approve the compensation of our named executive officers

FOR

39

4

Vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve the compensation of our named executive officers

ONE YEAR

40

5

Ratify the approval by our Board of Directors of the extension of the Stockholder Rights Agreement, dated March 17, 2023, as amended, by and between the Company and Continental Stock Transfer & Trust Company

FOR

41

In addition, stockholders are asked to transact any other business that may properly come before the meeting or any postponements or adjournments thereof.

WisdomTree, Inc. | 2024 Proxy Statement

 

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How to Vote

Please follow the easy instructions on your WHITE proxy card or voting instruction form to vote in any of the following ways:

   

 

Vote by Internet

You may vote electronically by locating the unique control number on your WHITE proxy card or voting instruction form and accessing the website indicated therein.

 

Vote by Mail

If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card or voting instruction form received and returning it in the pre-paid envelope.

 

Vote at the Meeting

Stockholders of record, or beneficial owners with a legal proxy from their bank, broker or other nominees, can also vote at the Annual Meeting. Please find instructions below regarding attendance.

A list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting on a reasonably accessible electronic network for a period of ten (10) days prior to the Annual Meeting date. Please email Marci Frankenthaler, Secretary, at mfrankenthaler@wisdomtree.com if you wish to examine the stockholder list prior to the Annual Meeting.

As you may be aware, ETFS Capital Limited (“ETFS Capital”), which owns approximately 10% of our common stock, is conducting a solicitation pursuant to which it is waging a campaign to vote against the election of certain director nominees nominated by your Board of Directors. You may receive proxy solicitation materials from ETFS Capital or other persons or entities affiliated with ETFS Capital, including an opposition proxy statement and proxy card. Please be advised that we are not responsible for the accuracy of any information provided by or relating to ETFS Capital contained in any proxy solicitation materials filed or disseminated by ETFS Capital or any other statements that they may otherwise make.

Our Board of Directors unanimously recommends that you vote “FOR” all nine WisdomTree nominees proposed by our Board of Directors using the WHITE proxy card.

Our Board of Directors strongly urges you NOT to sign or return any proxy card or voting instruction form sent to you by or on behalf of ETFS Capital. If you do sign a proxy card or voting instruction form sent to you by ETFS Capital, however, you have the right to change your vote by using the enclosed WHITE proxy card or voting instruction form. Only the latest dated, signed proxy card or voting instruction form you vote will be counted.

If you have previously submitted a proxy card or voting instruction form sent to you by or on behalf of ETFS Capital, you can revoke that proxy card or voting instruction form and vote for your Board of Directors’ nominees and in accordance with the Board of Directors’ recommendations on the other matters to be voted on at the Annual Meeting by voting over the Internet or by completing, signing, dating and returning the enclosed WHITE proxy card or WHITE voting instruction form by mail in the postage-paid envelope provided.

It is very important that your shares be represented and voted at the Annual Meeting no matter how many shares you own. Whether or not you plan to attend the Annual Meeting in person, we hope you will vote as soon as possible. You may vote over the Internet or by mailing the WHITE proxy card or WHITE voting instruction form in the postage-paid envelope provided. Returning your proxy or voting instruction form or voting over the Internet does not deprive you of your right to attend the Annual Meeting in person and to vote your shares at the Annual Meeting in person.

By order of the Board of Directors,

Marci Frankenthaler, Secretary

WisdomTree, Inc. | 2024 Proxy Statement

 

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders
To Be Held on June
12, 2024.

We have elected to utilize the “full set delivery” option and are delivering paper copies to all stockholders entitled thereto of all proxy materials, as well as providing access to those proxy materials on a publicly accessible website. The proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023 are available on our investor relations website at:
https://ir.wisdomtree.com/company-information/annual-reports-proxy.

This proxy statement contains information about the 2024 annual meeting of stockholders of WisdomTree, Inc. Proxy materials will be first sent to stockholders on or about April 29, 2024.

IMPORTANT

Your vote at this year’s Annual Meeting is especially important, no matter how many or how few shares you own. Please sign and date the enclosed WHITE proxy card and return it in the enclosed postage paid envelope promptly, or follow the instructions set forth on the enclosed WHITE proxy card to vote over the Internet.

All stockholders are invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting in person, we respectfully urge you to vote over the Internet or by signing, dating and returning the enclosed WHITE proxy card as promptly as possible. Stockholders who execute a proxy card may nevertheless attend the Annual Meeting, revoke their proxy and vote their shares during the Annual Meeting. “Street name” stockholders who wish to vote their shares during the Annual Meeting will need to obtain a legal proxy from the bank, broker or other nominee in whose name their shares are registered. The instructions for voting over the Internet are provided on your proxy card.

ETFS Capital is conducting a solicitation pursuant to which it is waging a campaign to vote against the election of certain director nominees nominated by your Board of Directors. THE BOARD OF DIRECTORS STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM ETFS CAPITAL OR ANY PERSON OTHER THAN THE COMPANY. IF YOU HAVE PREVIOUSLY SIGNED A PROXY CARD SENT TO YOU BY ETFS CAPITAL, YOU MAY REVOKE IT AND VOTE FOR YOUR BOARD OF DIRECTORS’ NOMINEES AND IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS ON THE OTHER MATTERS TO BE VOTED ON AT THE ANNUAL MEETING BY SUBMITTING A LATER-DATED PROXY ELECTRONICALLY BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED WHITE PROXY CARD, OR BY SIGNING, MARKING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. Any proxy card you sign and return from ETFS Capital for any reason could invalidate previous WHITE proxy cards sent by you to support our Board of Directors.

Only your latest dated, signed proxy card or voting instruction form will be counted. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in this proxy statement.

IMPORTANT!
PLEASE VOTE THE
WHITE PROXY CARD TODAY “FOR” ALL OF THE WISDOMTREE NOMINEES!

WE URGE YOU NOT TO SIGN ANY PROXY CARD OR VOTING
INSTRUCTION FORM SENT TO YOU BY ETFS CAPITAL.

Remember, you can vote your shares over the Internet.

Please follow the easy
instructions on the enclosed
WHITE proxy card.

If you have any questions or need assistance in voting
your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders and All Others Call Toll Free: (877) 750-5836
Banks and Brokers Call: (212) 750-5833

WisdomTree, Inc. | 2024 Proxy Statement

 

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Table of Contents

Proxy Summary

1

About our Company

1

Corporate Performance Highlights

1

Mission, Vision, Values

3

Corporate Responsibility

3

Board of Directors Highlights

5

Director Qualifications and Experience

6

Board Governance Overview

7

Executive Compensation

8

General Information for Stockholders about the Annual Meeting

10

BACKGROUND OF THE SOLICITATION

18

Proposal 1: Election of Directors

21

Director Nominees

22

Executive Officers

27

Corporate Governance

29

Board Composition

29

Director Criteria, Qualifications and Experience

29

Board Meetings

29

Board Independence

29

Board Leadership Structure

30

Role of the Board in Risk Oversight

30

Board Committees

30

Compensation Committee Interlocks and Insider Participation

32

Corporate Governance Guidelines

32

Board and Committee Self-Assessments

33

Code of Business Conduct and Ethics

33

Stock Ownership Guidelines

33

Policy Prohibiting Short Sales, Derivatives Trading, Hedging and Pledging

34

Compensation of Non-Employee Directors

34

Proposal 2: Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm

36

Principal Accounting Fees and Services

36

Audit Committee Pre-Approval Policies and Procedures

36

Audit Committee Report

38

Proposal 3: Vote on an Advisory Resolution to Approve the Compensation of Our Named Executive Officers

39

Proposal 4:

VOTE, ON A NON-BINDING, ADVISORY BASIS, ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

40

Proposal 5: Ratification Of the APPROVAL by our Board of Directors of the EXTENSION OF THE Stockholder Rights Agreement

41

Executive Compensation

49

Compensation Committee Report

49

Compensation Discussion and Analysis

49

Pay Versus Performance

65

Tabular List of Performance Metrics

67

WisdomTree, Inc. | 2024 Proxy Statement

 

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WisdomTree, Inc. | 2024 Proxy Statement

 

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WisdomTree, Inc.  |  250 West 34th Street, 3rd Floor  |  New York, NY 10119

Proxy Statement for the 2024 Annual Meeting of Stockholders

To be Held on June 12, 2024

Proxy Summary

This summary does not contain all the information that you should consider before voting. Please read this entire proxy statement carefully. For more information about our 2023 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023, a copy of which is available on our investor relations website at https://ir.wisdomtree.com/sec-filings/annual-reports.

This proxy statement and our annual report is first being mailed on or about April 29, 2024 to stockholders entitled to vote at the Annual Meeting.

About our Company

WisdomTree, Inc. is a global financial innovator, offering a well-diversified suite of exchange-traded products (“ETPs”), models, solutions and products leveraging blockchain technology. We empower investors and consumers to shape their future and support financial professionals to better serve their clients and grow their businesses. We leverage the latest financial infrastructure to create products that provide access, transparency and an enhanced user experience. Building on our heritage of innovation, we are also developing and have launched next-generation digital products, services and structures, including digital or blockchain-enabled mutual funds and tokenized assets, as well as our blockchain-native digital wallet, WisdomTree Prime.

Corporate Performance Highlights

Strong Performance

•  Our business continues a multi-year trend of significant positive momentum as we execute against our long-term strategic initiatives. Our revenues and operating income increased 15.8% and 45.6%, respectively, during the year ended December 31, 2023 as compared to the prior year, which translated into 520 basis points of operating margin expansion. In 2023, we generated over $10.4 billion of net inflows, representing annual organic flow growth of approximately 13%. Our inflow profile is both broad and deep, particularly in fixed income, international equity and emerging markets products, representing organic flow growth in these categories of 39%, 28% and 21%, respectively. This diversification increased our year-to-date average fee capture on our flows, which was approximately two times greater than our fee capture in the prior year. We believe our AUM diversification and product performance have us well-positioned for this growth trajectory to continue.

•  Our AUM reached record highs of $100.1 billion and $107.2 billion as of December 31, 2023 and March 31, 2024, respectively.

•  Our models strategy is succeeding, with our model portfolios available to over 70,000 advisors. We are focused on adding new clients and continuing to deepen our impact on partner platforms such as Merrill Lynch, Morgan Stanley, LPL Financial and others, as well as being an outsourced solution for smaller registered investment advisers and independent broker-dealers to make model portfolios easier to trade through our Portfolio Solutions program. In 2023, the number of advisors utilizing our models doubled from approximately 1,000 to 2,000. We believe that continued success penetrating our accessible market and in winning advisor mindshare should lead to model flows that are recurring in nature and stackable on top of our current inflow profile.

WisdomTree, Inc. | 2024 Proxy Statement       1

 

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Proxy Summary

•  While we remain focused on providing investors with the best product structure to access various asset classes through ETPs, we believe that by leveraging blockchain technology, tokenized assets will be the preferred product structure of tomorrow and the future of financial services. We are an early mover in this space, with the launch of our blockchain-native wallet, WisdomTree Prime, a direct-to-consumer channel where spending, saving and investing are united. WisdomTree Prime currently provides investors access to tokenized gold and U.S. dollar tokens, as well as select crypto currencies and blockchain-enabled mutual funds, including a government money market fund and other digital funds offering asset allocation, fixed income and equity exposures. The WisdomTree Prime Visa Debit Card is live and available to customers, with peer-to-peer transfers to be available in the upcoming quarters. Further advancements in our digital assets business include the New York State Department of Financial Services (“DFS”) – the premier regulator for businesses that engage in tokenization and other digital assets activities – recently granting WisdomTree a limited purpose trust company charter, which will enable New York resident customers to access WisdomTree Prime and allow us to offer products and perform services under DFS supervision and associated legal protections. Including the forthcoming launch in New York, we have expanded the availability of WisdomTree Prime to 41 states and nearly 75% of the U.S. population. We believe there is immense opportunity in our tokenization strategy, and we are exploring strategic partnerships and other business development opportunities for both our platform and product suite that could result in additional tokenization revenue streams in the future.

•  Our recent achievements and strong performance were reflected in our stock price performance in relation to our peers. As described in the Compensation Discussion and Analysis section of this proxy statement, our total shareholder return, or TSR, ranking was 2nd among a peer group, including the Company, of 13 publicly-traded asset managers for the second straight year. Additionally, WisdomTree’s stock price was up over 25% and 30% during 2023 and the first quarter of 2024, respectively, and in March 2024 surpassed its 5-year high.

Balance Sheet Management

•  We reduced our convertible senior notes outstanding by $45.0 million by issuing $130.0 million of convertible senior notes due 2028 and retiring $175.0 million of convertible senior notes due 2023.

•  In May 2023, we closed a transaction resulting in the termination of our contractual gold payments obligation to ETFS Capital Limited for $50.0 million in cash and shares of Series C Non-Voting Convertible Preferred Stock convertible into approximately 13.1 million shares of our common stock (the “Series C Preferred Stock”). The value of these shares was $86.9 million based on the closing price of our common stock on May 9, 2023 of $6.64 per share. The transaction expanded our operating margin by over 500 basis points, was accretive to earnings per share and reduced volatility in our financial results.

•  In November 2023, we repurchased the Series C Preferred Stock for aggregate cash consideration of approximately $84.4 million, comprised of $40.0 million paid upfront and the remainder in equal annual installments on the first, second and third anniversaries of the closing date, with no requirement to pay interest. The implied price per share of the repurchase was $6.02 when considering the interest-free financing element of the transaction, and the repurchase was accretive to earnings per share.

•  We continue to return capital to our stockholders in the form of a quarterly cash dividend, which we have paid consecutively since 2014. Over the last four years, we also have repurchased approximately 14.6 million shares of our common stock for an aggregate cost of approximately $72.7 million in addition to the repurchase of the Series C Preferred Stock described above.

Disciplined Risk Management

•  Our Board of Directors (“Board”) actively oversees the development of strategic objectives and receives updates on the implementation of strategic plans throughout the year at regularly scheduled Board meetings. The Board also reviews the risk assessment of the strategic plan.

•  In addition, we have established a Global Risk Committee, consisting of members of senior management, which oversees risks both inside and outside of the firm, including any heightened or changed risks as they relate to independent third-party service providers. The Global Risk Committee meets quarterly and reports to the Audit Committee of the Board at regularly scheduled Audit Committee meetings.

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Proxy Summary

•  We have implemented a cybersecurity risk management program that identifies, assesses and treats cybersecurity risks, which is directed by our Chief Information Officer (“CIO”) and overseen by the Audit Committee. The CIO regularly reports to the Audit Committee on our cybersecurity risks, and the chair of the Audit Committee reports on these discussions to the Board.

Mission, Vision, Values

We strive to differentiate ourselves in the asset management industry through our sense of community and purpose integrated into our culture, where every employee has a voice. Guided by our mission, vision and values and a defined framework for growth, we believe we are well positioned for success.

Our mission is to deliver a better financial experience through the quality of our products, solutions and engagement.

Our vision is to be the leader in the best transparent structures and executions in financial services.

Our values are grounded in:

•  Excellence & Innovation  we “think big” and are not afraid to disrupt the status quo, and we relentlessly focus on improving our process, products and solutions to drive positive change in the business and continually advance our mission.

•  Transparency & Accountability  we always strive to do the right thing, without shortcuts or exceptions, and we learn from our mistakes and celebrate success.

•  Having Fun  we work with integrity and purpose and support each other as a global team.

Corporate Responsibility

Corporate responsibility is embedded throughout our business, which we believe benefits our employees, stockholders and other stakeholders. We have made a firmwide commitment to incorporate corporate responsibility efforts through various initiatives, including working to enhance our employee experience through training and the provision of employee benefits, investing in our community through firmwide service projects, caring for our environment and continuously striving to improve corporate governance. We are proud to have built a diverse and inclusive workforce across gender, race, age and ability, including in our leadership teams and our Board.

We have established a Global Sustainability Committee as well as jurisdictional working groups to drive sustainability initiatives across our business with oversight from our Board, the Nominating and Governance Committee and our executive management team. Our Global Sustainability Committee is comprised of leaders throughout the firm and is responsible for developing and implementing our corporate sustainability strategy across the Company.

WisdomTree, Inc. | 2024 Proxy Statement       3

 

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Proxy Summary

Included below are highlights of our corporate responsibility programs and practices. Our Corporate Responsibility Report, available on our investor relations website at https://ir.wisdomtree.com/company-information/corporate-responsibility/, provides additional details about these programs and policies and the corporate sustainability positioning of our firm as a whole.

Responsible Investing

   In Europe, we offer a variety of products with environmental, social and governance (“ESG”) integration, including our Battery Solutions, Renewable Energy and Recycling Decarbonisation UCITS products. We also apply ESG screens across all of our equity and certain fixed income UCITS products.

   As of March 31, 2024, we offer 24 ETPs in Europe that are categorized as Article 8 products under the EU Sustainable Finance Disclosures Regulation (“SFDR”) and two ETPs that are categorized as Article 9 products under the SFDR. Article 8 products promote, among other characteristics, environmental or social characteristics or a combination of those characteristics, provided that the companies in which the investments are made follow good governance practices. Article 9 products have sustainable investment as their objective.

Diversity, Equity
and Inclusion

   Our global DEI Council of senior leaders and employees represents our employee base and promotes a diverse and inclusive workplace culture. In 2023, the DEI Council held training sessions on understanding neurodiversity, implicit bias and embedding inclusion in feedback, roundtables on success and failure, and financial literacy workshops for employees and secondary school students. The DEI Council also promoted awareness days and months across the firm including with respect to black history, women’s history, pride, mental health and men’s health.

   Our Women’s Initiative Network, or WIN, is an employee-led network designed to provide opportunities and support from all genders for women at WisdomTree, career development and professional training opportunities, and female empowerment and leadership within the organization. Since its inception in 2019, WIN has held numerous global events, including panel discussions on women in the workforce featuring Company employees and notable guest speakers, interactive seminars on topics including negotiation skills, workshops and coaching sessions to enhance confidence to speak up, and various roundtable forums and in-person and virtual social gatherings to promote connectivity and increase engagement. WIN also produces regular internal “spotlight” newsletters to increase visibility and raise the profile of our female employees. In addition, through WIN’s mentorship program, WIN members of all genders are connected with firm leaders who can help them achieve their career development goals.

Enhancing Our Employee Experience

   We offer our employees extensive health, wellness, career development and other benefits, including a monthly stipend to cover remote work-related business expenses, numerous wellness programs, an educational assistance program, and unlimited paid time-off for U.S. employees and flexible sick leave policies.

   Our annual “Team Alpha” Awards recognize employees who led significant successes while exhibiting extraordinary teamwork and demonstrating strong character.

   In the U.S., we were named a “Best Places to Work in Money Management” by Pensions & Investments for the fourth consecutive year and seven years total, and we ranked second within the category for managers with 100-499 employees, the second consecutive year earning a ranking among the top five employers. In the U.K., we were also named a “Best Workplace” for medium-sized companies for the fourth consecutive year and a “Best Workplace for Women” for medium-sized companies for the first time by Great Place to Work.

Investing in Our Community

   We encourage employees to be active members of the community and to give back through a variety of programs, including paid time-off to volunteer at a charitable organization of their choice.

   We continue to support charitable causes through regular donations. In 2023, we contributed to 100 Black Men of America, the Thurgood Marshall College Fund and the NAACP Legal Defense Fund for Black History Month, Autism Speaks for Autism Awareness Month, and the Nature Conservancy for Earth Day, among many others including the Jazz Foundation of America. Our U.S. WIN members also volunteered with GradBag, a charitable organization whose mission is to support underserved college-bound students and to advance sustainability. WIN volunteers helped unload supplies and stage a shopping area for lightly used dorm room essentials for redistribution to incoming students in-need.

   In our European offices, we supported a wide range of charities. We participated in several running events to raise money for Ambitious about Autism, Teach First and the Lullaby Trust. Our Europe WIN members partnered with The Malala Fund and Refuge to host “lunch and learn” events to raise awareness and funds for the charities. We also joined the Thames 21 Beach Clean to clean the Thames River shore, donated winter coats for homeless charities to Wrap Up, and volunteered for a day of gardening and participated in a 10-mile walk to raise money for Greenfingers, a local children’s hospice.

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Proxy Summary

Caring for Our Environment

   Our entire global workforce operates under our “Work Smart” philosophy, where time in the office is generally not prescribed, and team leaders are empowered to determine how their teams work best, based on their roles, with employees remaining accountable for achieving individual, team and Company outcomes. In keeping with this approach, we maintain a smaller office footprint, which we believe has enhanced our efficiency and sustainability and will continue to do so in the future.

   Through carbon-offsetting, our European operations have been certified carbon neutral since 2019. Partnering with Carbon Footprint, we successfully calculated and offset our carbon emissions in Europe. We are engaging with a third-party consultant to expand this initiative on a global level.

Corporate Governance

   As described under “Board Governance Overview” below, our Board is committed to strong and effective governance and oversight through a number of policies, practices and procedures.

Board of Directors Highlights

We have a diverse, independent and highly qualified Board that oversees WisdomTree’s strategy and performance with the best interests of all stockholders in mind. Our Board is also highly focused on corporate governance. Over the past three years, our Board has been substantially refreshed, adding key additional experience and perspective, and all committee chair positions have been rotated and are held by female directors who joined the Board during this period.

           

Board Committees

Name

Age

Gender**

Demographic Background **

Independent

Director Since

Other Public Company Boards

Audit

Compensation

Nominating & Governance

Lynn S. Blake

59

Female

White

2022

United Natural Foods, Inc.

C*

M

M

Anthony Bossone

53

Male

White

2009

 

M*

M

 

Smita Conjeevaram

63

Female

Asian

2021

McGrath RentCorp; SkyWest, Inc.; SS&C Technologies Holdings, Inc.

 

C

M

Rilla Delorier

57

Female

White

2023

Atlantic Union Bankshares Corporation; Coastal Financial Corporation

M

   

Daniela Mielke

58

Female

White

2022

Nuvei Corporation; The Bancorp, Inc.

M

 

M

Shamla Naidoo

59

Female

Asian; Black or African American

2023

QBE North America

 

M

C

Win Neuger

74

Male

White

2013

   

M

 

Tonia Pankopf

56

Female

White

2023

     

M

Jonathan Steinberg

59

Male

White

 

1988

       

*  Financial Expert            M = Member            C = Chair

** Categories and information included based on director nominees’ self-identified diversity characteristics.

 

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Proxy Summary

Director Qualifications and Experience

The following table provides an overview of the specific skills, experiences and areas of knowledge of our director nominees that allow the Board to effectively serve and represent the interests of our stockholders, customers and employees. In addition, directors gain substantial experience through serving on our Board, which involves significant exposure to the complex regulations and changing landscape of the financial services industry.

Skills and Experience

Blake

Bossone

Conjeevaram

Delorier

Mielke

Naidoo

Neuger

Pankopf

Steinberg

Corporate Governance

Global Business Experience

Executive Leadership

 

Financial Services/Asset Management

 

Accounting/Financial Reporting

 

 

Other Public Company Expertise

 

 

 

Risk Management

     

Information Technology/Cybersecurity Oversight

 

     

ETF Expertise

       

 

Legal and Regulatory

 

   

     

Digital Transformation/Marketing

     

     

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Proxy Summary

Board Governance Overview

Our Board is committed to strong and effective governance and oversight. Annually, and more often as necessary, the Board reviews and enhances its practices for Board independence, accountability and effectiveness. Below are some highlights of our Board governance program.

Board Independence

 

Separation of Roles

The roles of Chair of the Board and Chief Executive Officer are completely separate.

Substantial Majority of Independent Directors

All directors are considered independent under applicable standards except Jonathan Steinberg, our CEO.

Independent Director-Led Committees

All standing Board committees are comprised entirely of independent directors. Over the past year, the Board appointed new chairs to each of these Board committees; with these changes, all standing Board committees are chaired by female directors who joined the Board within the past three years.

Executive Sessions

Independent directors regularly meet in executive session without management throughout the year.

Board Accountability

 

Annually Elected Directors

The Board is fully declassified. All directors are elected annually.

Attendance

The Board and its committees had a 96% aggregate attendance rate in 2023.

Majority Voting Standards

We utilize majority voting requirements for director elections for which there is not an opposing slate of director nominees.

Oversight of Strategy

The Board oversees the development of strategic objectives and receives updates on the implementation of strategic plans throughout the year at regularly scheduled Board meetings. The Board also reviews the risk assessment of the strategic plan.

Oversight of Cybersecurity

The Audit Committee oversees the management of cybersecurity risks, including our cybersecurity risk assessment and management policies and procedures. The Audit Committee receives regular reports on cybersecurity risks from management and, in turn, reports on these discussions to the Board.

Oversight of Corporate Responsibility Matters

The Nominating and Governance Committee reviews and provides oversight of our strategy, initiatives and policies concerning corporate responsibility, including consideration of environmental, health and safety and social matters, and makes recommendations to the Board regarding our sustainability initiatives and relevant public disclosures.

Stock Ownership Guidelines

Our non-employee directors and executive officers are subject to stock ownership guidelines.

Prohibition of Pledging, Hedging, Short Sales and Derivative Transactions

Our insider trading policy prohibits pledging, hedging, short sales and derivative transactions in our securities by directors, officers, employees and consultants who in the ordinary course of their duties have access to material nonpublic information of the Company.

Oversight of Executive Management Succession Planning

The Board engages in regular executive management succession planning reviews, as well as succession planning discussions at the Compensation Committee level.

Proxy Access

Stockholders that meet certain requirements can have their director nominees included in our proxy statement.

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Proxy Summary

Board Effectiveness

 

Robust Self-Assessments

The Board and each committee complete written self-assessments. Management implements action plans based on directors’ feedback and reports to the Board on the implementation of those plans to ensure continuous improvement.

Director Education Program

To enhance directors’ knowledge on topics relevant to oversight of the Company, Board members participate in educational programs, including through a membership we procure for each director with the National Association of Corporate Directors.

Broad Director Onboarding Program

Our comprehensive onboarding program seeks to quickly integrate new directors in our business and culture and features one-on-one sessions with senior executives and functional area representatives, and training on Company policies and industry trends.

Board Succession Planning

The Board, and its relevant committees, discuss director succession planning, focusing on business needs, industry trends, diverse perspectives and stockholder expectations.

Over-Boarding Restrictions

To maintain Board effectiveness, ensure that directors have sufficient time to devote to their duties, and align with stockholder expectations, directors may serve on up to five total public company boards and directors who serve as our CEO or an executive officer may serve on a total of two public company boards.

Strong Corporate Governance Guidelines

Our Corporate Governance Guidelines and Board Committee Charters are clear and robust and are reviewed annually to maintain strong and sound governance practices.

Executive Compensation

2023 Highlights

In 2023, we made the following enhancements to our executive compensation program:

•  New performance metric. We introduced an additional performance metric, “Annualized Run Rate Revenue (“RRR”) from Flows,” which is computed by multiplying net flows of each of our ETPs by its expense ratio. This metric is weighted equally with our Net Inflows metric (9.375% in each case) and represents a financial measure (revenue associated with flows) derived from a non-financial measure (net flows). We believe this new metric is a meaningful enhancement to our incentive compensation program as the composition of our flows impacts the magnitude of the change to our operating revenues.

•  Adjustment to payout curve. We adjusted the payout curve for financial metrics (revenues, adjusted operating income and adjusted operating margin) to be computed using two-to-one leverage instead of one-to-one leverage. For every percentage point increase (or decrease) in performance, our NEOs received a two percentage point increase (or decrease) to the payout, which provided greater alignment with pay and performance by further reducing the payout when performance is below target and further increasing the payout when performance is above target.

•  Severance Plan and Amended Employment Agreements. See “Employment Agreements and Severance Plan” below for a description of our Severance Plan and Restrictive Covenant Agreement (each defined below) applicable to our Chief Financial Officer (“CFO”), and amendments to employment agreements with each of our CEO, Chief Operating Officer (“COO”), Chief Administrative Officer (“CAO”) and Head of Europe (“HoE”) that we entered into in April 2023.

Impact of Total Shareholder Return on NEO Compensation

A significant portion of our executive compensation program is linked to shareholder return, as follows:

•  relative total shareholder return, or TSR, is a performance metric included in our performance-based incentive compensation program for our NEOs. As described in the Compensation Discussion and Analysis section of this proxy statement in the subsection titled “2023 Incentive Compensation Program and Results,” the 2023 funded payout percentage for this performance metric was 224.9% of target;

•  long-term incentive compensation is granted entirely in the form of equity, which value is explicitly linked to TSR, and is comprised of both restricted stock awards and relative TSR-based performance-based restricted stock units, or PRSUs;

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Proxy Summary

•  PRSUs granted for 2023 performance in January 2024 to our CEO and COO represent 50% of each of their respective long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of each of their respective long-term equity awards granted; and

•  the payout on PRSUs that vested in January 2022, January 2023 and January 2024 was 0%, 76.92% and 200%, respectively.

Change to be Effective in 2024

We made the following enhancement to our incentive compensation program that will take effect prospectively beginning in 2024:

•  Greater emphasis on financial vs. non-financial performance metrics. As described in the Compensation Discussion and Analysis section of this proxy statement in the subsection titled “Executive Summary – Compensation Overview,” we adjusted the weightings applied to our performance metrics such that greater emphasis will be placed on the financial metrics to further align the magnitude of our performance-driven compensation plan with our ability to pay. The financial metrics for 2024 are weighted 75.0%, as compared to 56.25% in the prior year.

2023 Total Compensation Pay Mix

The following charts reflect the elements of 2023 total compensation for (i) our CEO and (ii) our other NEOs who were serving in their respective positions as of December 31, 2023, as a percentage of their total compensation. Incentive compensation paid to our CEO is most heavily weighted toward long-term equity incentives, followed by our COO, and then our other NEOs. Long-term equity awards consist of restricted stock awards and PRSUs. PRSUs granted to our CEO and COO represent 50% of the long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of the long-term equity awards granted.

Compensation Program Best Practices

Our compensation programs incorporate best practices, including the following:

What We Do

 

What We Don’t Do

   Annual say-on-pay advisory vote

   Pay for performance compensation philosophy

   Robust stock ownership guidelines

   Clawback policy applicable to cash and equity incentive compensation

   Independent compensation consultant

   Entirely independent Compensation Committee

   Annual compensation risk assessment

 

û  No dividends will be paid with respect to unvested awards under the 2022 Equity Plan

û  No pledging, hedging, short sales or derivative transactions

û  No excessive perks

û  No excessive risk taking

û  No excise tax gross-ups

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General Information for Stockholders About the Annual Meeting

Who is soliciting my vote?

The Board of Directors of WisdomTree, Inc. is soliciting your vote for the 2024 Annual Meeting of Stockholders (“Annual Meeting”).

How do I attend the Annual Meeting, and may I ask questions?

The Annual Meeting will be held on June 12, 2024, at 10:00 a.m. Eastern Time at Paul Hastings LLP, 200 Park Avenue, 26th Floor, New York, NY 10166. Any stockholder may attend the Annual Meeting. If you choose to do so, please bring your proxy card and valid picture identification. If your shares of common stock are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and this proxy statement is being forwarded to you by your broker or nominee. As a result, your name does not appear on our list of stockholders. If your stock is held in street name, in addition to a voting instruction form and picture identification, you should bring with you a letter or account statement showing that you were the beneficial owner of the Company stock on the record date, in order to be admitted to the Annual Meeting.

Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

In order to encourage stockholder participation and transparency, subject to our rules of conduct and procedures, we will provide stockholders attending the Annual Meeting with the ability to ask appropriate questions relating to an agenda item on which stockholders are entitled to vote during the Annual Meeting.

How many votes can be cast by all stockholders?

151,818,674 shares of our common stock were outstanding and entitled to be voted on April 19, 2024, the record date for determining stockholders eligible to vote. Each share of common stock is entitled to one vote on each matter.

What am I voting on?

There are five matters scheduled for a vote:

•  Proposal 1: Election of nine members of our Board (the “Director Election Proposal”);

•  Proposal 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”);

•  Proposal 3: Vote on an advisory resolution to approve the compensation of our named executive officers (the “Executive Compensation Proposal”);

•  Proposal 4: Vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve the compensation of our named executive officers (the “Advisory Vote Frequency Proposal”); and

•  Proposal 5: Ratification of the approval by the Board of the extension of the Stockholder Rights Agreement, dated March 17, 2023, as amended, by and between the Company and Continental Stock Transfer & Trust Company (the “Rights Agreement Extension Proposal”).

How many votes are required to approve each proposal?

Director Election Proposal. Under our by-laws, the directors must be elected by the affirmative vote of a majority of the votes cast at the Annual Meeting. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee. Abstentions and broker non-votes, if any, will have no effect on the election of the nominees. Any nominee who does not receive a majority of votes cast “for” his or her election would be required to

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tender his or her resignation promptly following the failure to receive the required vote. Within 90 days of the certification of the stockholder vote, the Nominating and Governance Committee would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation and disclose its decision-making process.

Auditor Ratification Proposal. The affirmative vote of a majority of votes cast is necessary for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Abstentions and broker non-votes, if any, will have no effect on this proposal.

Executive Compensation Proposal. The affirmative vote of a majority of votes cast is necessary for the approval of the advisory resolution to approve the compensation of our named executive officers. Abstentions and broker non-votes, if any, will have no effect on this proposal.

Advisory Vote Frequency Proposal. The non-binding, advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers will be determined based on a plurality of votes cast. This means that the option that receives the most votes (every one year, every two years or every three years) will be approved on a non-binding, advisory basis. Abstentions and broker non-votes, if any, will have no effect on this proposal.

Rights Agreement Extension Proposal. The affirmative vote of a majority of votes cast is necessary for the ratification of the approval by the Board of the extension of the Stockholder Rights Agreement. Abstentions and broker non-votes, if any, will have no effect on this proposal.

What are “broker non-votes”?

A broker non-vote occurs when the bank, broker or nominee holding shares in street name has not received voting instructions from the beneficial owner and either elects not to vote the shares on a routine matter at the stockholders meeting or is not permitted to vote those shares on a non-routine matter.

If you are a beneficial owner whose shares of record are held by a bank, broker or other nominee (sometimes called “street name” or “nominee name”), you may instruct your bank, broker or other nominee how to vote your shares. If you do not give instructions to your bank, broker or other nominee, the bank, broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under the rules of the New York Stock Exchange (“NYSE”), banks, brokers or other nominees have the discretion to vote on routine matters, but do not have discretion to vote on non-routine matters.

Because the Annual Meeting is the subject of a contested solicitation, to the extent ETFS Capital delivers its proxy materials to a given stockholder, all proposals at the Annual Meeting are considered “non-routine.” Moreover, if the proposals being voted on at this Annual Meeting are “non-routine,” and if you hold your shares in the name of your bank, broker or other nominee and you do not provide your bank, broker or other nominee with specific instructions regarding how to vote on a non-routine proposal to be voted on at the Annual Meeting, your bank, broker or other nominee will not be permitted to vote your shares on that proposal.

How is a quorum reached?

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares entitled to vote at the meeting is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares held of record by stockholders or brokers, bankers or other nominees who do not return a signed and dated proxy card or voting instruction form or attend the Annual Meeting will not be considered present or represented at the Annual Meeting and will not be counted in determining the presence of a quorum. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered a “stockholder of record,” or record holder, with respect to those shares, and we sent the proxy materials directly to you.

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Beneficial owner of shares held in street name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the proxy materials were forwarded to you by that organization. As a beneficial owner, you have the right to instruct your broker, bank, or nominee how to vote your shares.

Is the annual meeting subject to a contested solicitation?

ETFS Capital, which owns approximately 10% of our common stock, is conducting a solicitation pursuant to which it is waging a campaign to vote against certain director nominees nominated by our Board of Directors. You may receive proxy solicitation materials from ETFS Capital or other persons or entities affiliated with ETFS Capital, including an opposition proxy statement and proxy card. Please be advised that we are not responsible for the accuracy of any information provided by or relating to ETFS Capital contained in any proxy solicitation materials filed or disseminated by ETFS Capital or any other statements that they may otherwise make.

You may receive multiple mailings from ETFS Capital. You will also likely receive multiple mailings from the Company prior to the date of the Annual Meeting, so that our stockholders have our latest proxy information and materials to vote. Proxy cards provided by the Company will be WHITE. Please see “What should I do if I receive a proxy card from ETFS Capital?” and “What does it mean if I receive more than one WHITE proxy card or voting instruction form?” below for more information.

What should i do if I receive a proxy card from ETFS Capital?

Our Board of Directors strongly urges you NOT to sign or return any proxy card or voting instruction form that you may receive from ETFS Capital or any person other than the Company.

How do i vote?

For each proposal, you may either vote “For” or “Against” or abstain from voting, and in the case of the Advisory Vote Frequency Proposal, you may vote for a frequency of every one year, two years or three years or abstain from voting.

The Board recommends that you vote:

•  “FOR” each of the Company’s director nominees to be elected to the Board named in the Director Election Proposal;

•  “FOR” the Auditor Ratification Proposal;

•  “FOR” the Executive Compensation Proposal;

•  “ONE YEAR” on the Advisory Vote Frequency Proposal; and

•  “FOR” the Rights Agreement Extension Proposal.

Votes cast by proxy or during the Annual Meeting will be counted by the person(s) we appoint to act as inspector of election for the meeting. The inspector of election will count all votes “for” and “against,” and all votes for a frequency of every one year, two years or three years in the case of the Advisory Vote Frequency Proposal, as well as abstentions and broker non-votes, as applicable, for each matter to be voted on at the Annual Meeting.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote by attending the Annual Meeting in person or vote by proxy over the Internet or by returning an executed proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You still may attend the Annual Meeting and vote during the Annual Meeting even if you have already voted by proxy.

•  To vote using a traditional proxy card, complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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•  To vote over the Internet, simply follow the instructions and use the control number included on the enclosed proxy card. Your vote must be received by 11:59 p.m., Eastern Time, on June 11, 2024 to be counted.

•  If you attend the Annual Meeting in person, you can also vote during the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of Broker or Other Nominee

If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, these proxy materials along with a voting instruction form are being provided by that organization rather than the Company. Simply follow the instructions and mail the voting instruction form or vote over the Internet to ensure that your vote is counted. To vote by attending the Annual Meeting, you must obtain a valid legal proxy from your broker, bank or other nominee. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a legal proxy. Because the Annual Meeting is the subject of a contested solicitation, to the extent ETFS Capital delivers its proxy materials to a given stockholder, all proposals at the Annual Meeting are considered “non-routine.” Moreover, if the proposals being voted on at this Annual Meeting are “non-routine,” and if you hold your shares in the name of your bank, broker or other nominee and you do not provide your bank, broker or other nominee with specific instructions regarding how to vote on a non-routine proposal to be voted on at the Annual Meeting, your bank, broker or other nominee will not be permitted to vote your shares on that proposal.

What happens if i do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing and mailing your proxy card, over the Internet or by attending the Annual Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Other Nominee

If you are a beneficial owner and do not instruct your broker, bank, or other nominee how to vote your shares by completing and mailing the voting instruction form or voting over the Internet, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Because the Annual Meeting is the subject of a contested solicitation, to the extent ETFS Capital delivers its proxy materials to a given stockholder, all proposals at the Annual Meeting are considered “non-routine.” Moreover, if the proposals being voted on at this Annual Meeting are “non-routine,” and if you hold your shares in the name of your bank, broker or other nominee and you do not provide your bank, broker or other nominee with specific instructions regarding how to vote on a non-routine proposal to be voted on at the Annual Meeting, your bank, broker or other nominee will not be permitted to vote your shares on that proposal.

What if i return a proxy card or voting instruction form or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or voting instruction form without marking voting selections, your shares will be voted, as applicable:

•  “FOR” each of the Company’s director nominees to be elected to the Board named in the Director Election Proposal;

•  “FOR” the Auditor Ratification Proposal;

•  “FOR” the Executive Compensation Proposal;

•  “ONE YEAR” on the Advisory Vote Frequency Proposal; and

•  “FOR” the Rights Agreement Extension Proposal.

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Who pays for the cost of soliciting proxies?

The entire cost of soliciting proxies on behalf of the Board, including the costs of preparing, assembling, printing and mailing this proxy statement, the WHITE proxy card and any additional soliciting materials furnished to stockholders by or on behalf of the Company, will be borne by the Company. Copies of solicitation material will be furnished to banks, brokerage firms, dealers, banks, voting trustees, their respective nominees and other agents holding shares in their names, which are beneficially owned by others, so that they may forward such solicitation material, together with our 2023 Annual Report, which includes our Form 10-K for the year ended December 31, 2023, to beneficial owners. In addition, we will reimburse these persons for their reasonable expenses in forwarding these materials to the beneficial owners.

We have engaged the proxy solicitation firm of Innisfree M&A Incorporated (“Innisfree”) to solicit proxies from stockholders in connection with the Annual Meeting. Innisfree expects that approximately 30 of its employees will assist in the solicitation of proxies. For these and related advisory services, we will pay Innisfree a fee not to exceed approximately $900,000 plus costs and expenses. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

We estimate that our additional out-of-pocket expenses beyond those normally associated with soliciting proxies for the Annual Meeting as a result of the contested solicitation will be approximately $6 million in the aggregate, of which approximately $2.3 million has been incurred to date. Such additional solicitation costs are expected to include the fees incurred to retain Innisfree as our proxy solicitor, as discussed above, fees of outside legal, financial and public relations advisors to advise the Company in connection with a contested solicitation of proxies, increased mailing costs, such as the costs of additional mailings of solicitation materials to stockholders, including printing costs, mailing costs and the reimbursement of reasonable expenses of banks, brokerage firms and other agents incurred in forwarding solicitation materials to beneficial owners, as described above, and the costs of retaining an independent inspector of election.

What does it mean if i receive more than one white proxy card or voting instruction form?

You may receive more than one set of these proxy materials, including multiple copies of this proxy statement and multiple WHITE proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one WHITE proxy card. To ensure that all of your shares are voted, please vote using each WHITE proxy card or voting instruction form you receive or, if you vote over the Internet, you will need each of your control numbers. Remember, you may vote over the Internet or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided, or by voting at the Annual Meeting.

As previously noted, ETFS Capital is conducting a solicitation pursuant to which it is waging a campaign to vote against certain director nominees nominated by our Board. As a result, you may receive proxy cards from both the Company and ETFS Capital. To ensure that stockholders have our latest proxy information and materials to vote, the Board may conduct multiple mailings prior to the date of the Annual Meeting, each of which will include a WHITE proxy card. The Board encourages you to vote each WHITE proxy card you receive.

THE BOARD STRONGLY URGES YOU TO REVOKE ANY PROXY CARD OR VOTING INSTRUCTION FORM YOU MAY HAVE RETURNED THAT YOU RECEIVED FROM ETFS CAPITAL.

THE BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM ETFS CAPITAL.

Can i change my vote or revoke my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•  You may submit another properly completed proxy card with a later date.

•  You may grant a subsequent proxy over the Internet.

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•  You may send a timely written notice that you are revoking your proxy to our Secretary, Marci Frankenthaler, at WisdomTree, Inc., 250 West 34th Street, 3rd Floor, New York, NY 10119.

•  You may attend the Annual Meeting in person and vote. Attendance at the Annual Meeting will not, by itself, revoke your proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

Could other matters be decided at the annual meeting?

We do not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the meeting, the persons named on the proxies will have discretionary authority to vote the shares represented by such proxies in their best judgment, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

What happens if the Annual Meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned meeting. You will be able to change your proxy until it is voted.

What is the deadline to propose actions for consideration or to nominate individuals to serve as directors at the 2025 annual meeting of stockholders?

Requirements for stockholder proposals to be considered for inclusion in our proxy materials

Stockholders who wish to present proposals for inclusion in our proxy materials for our 2025 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. Our Secretary must receive stockholder proposals intended to be included in our proxy statement and form of proxy relating to our 2025 annual meeting of stockholders made under Rule 14a-8 by December 30, 2024. Any proposal of business must be mailed to Marci Frankenthaler, Secretary, WisdomTree, Inc., 250 West 34th Street, 3rd Floor, New York, NY 10119. We also encourage you to submit any such proposals by email to mfrankenthaler@wisdomtree.com.

Requirements for director nominations to be considered for inclusion in our proxy materials

Our by-laws permit a stockholder, or a group of up to 20 stockholders, who meet the eligibility requirements of our by-laws to utilize our “proxy access” by-law provision. “Proxy access” can be used to nominate up to the greater of two nominees or 25% of the total number of directors who are members of the Board as of the date that the stockholder(s) notifies us of the intent to utilize proxy access (the “proxy access notice”). Director nominations submitted under this by-law provision must be delivered to us no earlier than December 30, 2024, and no later than January 29, 2025. The proxy access notice must comply with the requirements in our by-laws. To be eligible to utilize our proxy access by-law provision, the stockholder(s) must have continuously owned at least 3% of our outstanding common stock for at least three years as of the date of the proxy access notice. Consistent with standard market practice, proxy access is only available to eligible stockholders who acquired our common stock in the ordinary course of business and not with the intent to change or influence control at WisdomTree and who do not presently have such intent.

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Requirements for stockholder proposals and director nominations to be brought before an annual meeting

It is the policy of our Nominating and Governance Committee to consider nominations for candidates to our Board that are properly submitted by our stockholders in accordance with our by-laws. Under our current by-laws, proposals of business other than those to be included in our proxy materials following the procedures described in Rule 14a-8 and nominations for directors may be made by any stockholder who was a stockholder of record at the time of the giving of notice provided for in our by-laws, who is entitled to vote at the meeting, who is present in person or by proxy at the meeting and who complies with the notice procedures set forth in our by-laws (i.e., notice must be timely given and contain the information required by the by-laws). To be timely, a notice with respect to the 2025 annual meeting of stockholders must be delivered to our Secretary no earlier than February 12, 2025 and no later than March 14, 2025, unless the date of the 2025 annual meeting of stockholders is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the Annual Meeting, in which event the by-laws provide different notice requirements. Any proposal of business or nomination must be mailed to Marci Frankenthaler, Secretary, WisdomTree, Inc., 250 West 34th Street, 3rd Floor, New York, NY 10119. We also encourage you to submit any such proposal of business or nomination by email to mfrankenthaler@wisdomtree.com.

In addition, because our by-laws require a stockholder to include a statement that it intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees, a stockholder must effectively provide the notice required under Rule 14a-19 of the Exchange Act by the same deadline noted above to submit a notice of nomination at an annual meeting of stockholders.

Recommendation of Director Candidates by Stockholders

The Nominating and Governance Committee will evaluate candidates for the position of director recommended by stockholders in the same manner as candidates from other sources and will determine whether to interview any candidates or seek any additional information.

Who should i call if i have any additional questions?

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated, toll free at (877) 750-5836.

How can I obtain electronic access to the proxy materials?

Our proxy materials are available on our investor relations website at https://ir.wisdomtree.com/company-information/annual-reports-proxy.

Policies on Reporting Concerns About Accounting and Other Matters and Communicating with Non-employee Directors

Our Board and Audit Committee have adopted policies on reporting concerns regarding accounting and other matters and on communicating with the non-employee directors. Any person, including any employee, who has a concern about the conduct of WisdomTree or any of its people, including with respect to accounting, internal accounting controls or auditing matters, may, in a confidential or anonymous manner, communicate that concern to Lynn S. Blake, the Audit Committee chair, who is the designated contact for these purposes. Contact may be made by writing to her, care of the Audit Committee, at our offices at 250 West 34th Street, 3rd Floor, New York, NY 10119, or by email at auditcommittee@wisdomtree.com. Any interested party, including any employee, who wishes to communicate directly with the presiding director of the executive sessions of our non-employee directors, or with our non-employee directors as a group, may contact Win Neuger, Chair of the Board, by writing to him, care of the Chair of the Board, at our offices using the above address, or by email at WTIchairman@wisdomtree.com.

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Where you can find more information

We file annual, quarterly and current reports, proxy statements and other information with the SEC, which are available on the SEC’s website at https://www.sec.gov. You may also read and find a copy of any document we file with the SEC on our investor relations website at https://ir.wisdomtree.com/sec-filings.

IMPORTANT

ETFS Capital may send you solicitation materials in an effort to solicit your vote against certain director nominees nominated by our Board. THE BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM ETFS CAPITAL OR ANY PERSON OTHER THAN THE COMPANY.

Your vote at this year’s Annual Meeting is especially important, no matter how many or how few shares you own. Please vote using the enclosed WHITE proxy card and vote “FOR” all nine WisdomTree nominees.

Only your latest dated, signed proxy card or voting instruction form will be counted. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in this proxy statement.

Incorporation by Reference

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of ours under the Securities Act of 1933 (the “Securities Act”), or the Exchange Act, the sections of this proxy statement entitled “Audit Committee Report,” to the extent permitted by the rules of the SEC, and “Compensation Committee Report” will not be deemed to be so incorporated, unless specifically provided otherwise in such filing.

Important Notice Regarding Delivery of Stockholder Documents

In accordance with a notice sent to certain of our stockholders who share a single address, only one copy of this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023, is being sent to that address unless we have received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs and help conserve our natural resources. However, any stockholder residing at such an address who wishes to receive a separate copy of this proxy statement or our Annual Report may send a request in writing to WisdomTree, Inc., 250 West 34th Street, 3rd Floor, New York, NY 10119, Attention: Marci Frankenthaler, Secretary, or by email to mfrankenthaler@wisdomtree.com, and we will deliver those documents promptly upon receiving the request. Any such stockholder also may contact our Secretary to receive separate proxy statements, annual reports or Notices of Internet Availability of Proxy Materials, as applicable, in the future. If you are receiving multiple copies of our annual reports and proxy statements, you may request householding in the future by contacting our Secretary.

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Background of the Solicitation

The following chronology summarizes the key contacts between the Company and ETFS Capital since the date of the Company’s 2023 annual meeting of stockholders last year. This summary does not purport to catalogue every conversation of or among members of the Board, the Company’s management, the Company’s advisors, or representatives of ETFS Capital and their advisors relating to the solicitation.

On June 16, 2023, the Company held its 2023 annual meeting of stockholders, at which the Company’s stockholders voted to elect Lynn S. Blake, Daniela Mielke, Win Neuger, Shamla Naidoo, Jonathan Steinberg and Tonia Pankopf, a nominee of stockholder ETFS Capital Limited (“ETFS Capital”), as directors of the Company to serve until the 2024 annual meeting of stockholders (the “2024 Annual Meeting”).

On September 12, 2023, Graham Tuckwell, the Chairman of ETFS Capital, contacted Ms. Pankopf and requested a meeting with her.

On September 28, 2023, Ms. Pankopf and Mr. Tuckwell held a meeting that also included Martyn James, Managing Partner of ETFS Capital, and Mark Weeks, Vice Chairman of ETFS Capital, during which ETFS Capital expressed that their two areas of concern with respect to the Company were its European gold business and WisdomTree Prime and requested an in-person meeting with the Board during the week of November 13, 2023, when the ETFS Capital representatives would be in New York.

On October 12, 2023, Marci Frankenthaler, Chief Legal Officer and Secretary of the Company, emailed Messrs. Tuckwell and James to arrange for a meeting with the Board, stating that the full Board and select members of senior management would be available to meet on November 14, 2023.

On November 14, 2023, the Board and members of the Company’s senior management met with Messrs. Tuckwell, James and Weeks via a videoconference call. Mr. Tuckwell expressed his view that further investment in the Company’s digital assets business and WisdomTree Prime is a poor use of capital and that Jonathan Steinberg, the Company’s CEO, should be replaced. He also indicated his desire to be on the Board. Mr. Tuckwell further asserted that Lynn S. Blake, who joined the Board as a nominee of the group ETFS Capital formed with Lion Point Capital, LP (“Lion Point”) to wage a proxy contest against the Company during 2022, was the nominee of Lion Point and not of ETFS Capital, and that the review of the Company’s operations and strategy and management team conducted by a special committee formed as part of the 2022 settlement with ETFS Capital and Lion Point had not been undertaken seriously.

On November 21, 2023, Mr. Neuger emailed Messrs. Tuckwell, James and Weeks to thank them for the meeting and indicated that the Board would revert back after considering the points Mr. Tuckwell made at the meeting.

During December 2023, the Board met to consider the assertions made by Mr. Tuckwell at the November 14, 2023 meeting. Management prepared and the Board reviewed materials responsive to such assertions in anticipation of a meeting to be scheduled with Messrs. Tuckwell, James and Weeks.

On January 4, 2024, Mr. Neuger emailed Messrs. Tuckwell, James and Weeks, stating that the Board had seriously considered ETFS Capital’s views expressed at the November 14, 2023 meeting and was open to re-establishing a regular cadence of calls with Mr. Tuckwell, management and members of the Board on a quarterly basis. Mr. Neuger also invited Mr. Tuckwell to meet at a mutually agreeable time to continue discussions. Mr. Tuckwell replied that he would respond with his thoughts and dates for a meeting.

Throughout January and into early February, 2024, Mr. Tuckwell, on the one hand, and Messrs. Neuger and Steinberg, on the other hand, had multiple email exchanges, in which Mr. Tuckwell provided feedback regarding WisdomTree’s spot bitcoin ETF launch.

On February 13, 2024, Mr. Neuger and Ms. Pankopf met with Mr. Tuckwell on a videoconference call, during which Mr. Tuckwell requested that the Board consider replacing Jonathan Steinberg, the CEO of the Company, and engaging an investment bank to evaluate the Company’s strategic options. Mr. Tuckwell asked that the Board respond to these proposals within one week.

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On February 14, 2024, Mr. Neuger emailed Mr. Tuckwell to say that the Board would be discussing the items Mr. Tuckwell raised at its upcoming regularly scheduled meeting and would aim to respond to him by the end of the following week.

On February 19, 2024, Mr. Tuckwell emailed Mr. Neuger and Ms. Pankopf, attaching a letter, dated February 20, 2024, that reiterated Mr. Tuckwell’s thoughts from their prior meeting (the “February 20 Letter”). In the February 20 Letter, ETFS Capital asked the Board to consider the following proposals (the “Proposals”): (1) replacing Jonathan Steinberg, the Company’s CEO; (2) raising outside money for WisdomTree Prime; and (3) appointing an investment bank to review strategic alternatives for the Company. The letter also proposed that the Board immediately form a special committee of independent directors and publicly announce an expeditious strategic review of the entire business.

On February 20, 2024, the Board met together with members of management and the Company’s advisors to discuss the meeting Mr. Neuger and Ms. Pankopf held with ETFS Capital on February 13, 2024 and the Proposals contained in the February 20 Letter.

On February 23, 2024, the Board held another meeting, along with members of the Company’s management and advisors to discuss further the Proposals set forth in the February 20 Letter. During its discussions, the Board expressed support for Mr. Steinberg and its view that given the conviction the Board has in the digital assets business, it believed allocating capital to that business was appropriate. The Board further noted its belief that the Company’s digital assets strategy was highly integrated with the Company’s overall strategy and critical to the Company’s future success. The Board observed that given the Company’s current trajectory and the progress demonstrated to date on various value-creation initiatives, appointing an investment bank to review strategic alternatives or forming a special committee of independent directors and publicly announcing an expeditious strategic review of the entire business would not be in the best interests of the Company and its stockholders at this time. Following the discussion, the Board voted unanimously to reject all of the Proposals.

Also on February 23, 2024, in response to an email from Mr. Neuger regarding the Board’s review of the February 20 Letter, Mr. Tuckwell responded by suggesting that an unfavorable Board reaction to the proposals would result in triggering another proxy contest.

On February 26, 2024, the Board met together with members of management and the Company’s advisors to discuss how to respond to the February 20 Letter. During this meeting, the Board reviewed each of the Proposals again and each Board member reaffirmed their rejection of each of the Proposals. Following further discussion, the Board unanimously concluded to respond publicly to the February 20 Letter, noting that, given that the Proposals had not been publicly disclosed by ETFS Capital, a public response would increase transparency with stockholders in furtherance of the Company’s focus on ongoing stockholder communications and engagement.

On February 27, 2024, Mr. Neuger emailed Mr. Tuckwell the Board’s response to the Proposals and informed him that the Company would be releasing the Board’s response to the Proposals publicly in the interest of transparency for the Company’s stockholders.

Later on February 27, 2024, the Company issued a press release with the Board’s response letter to Mr. Tuckwell and the Proposals contained in the February 20 Letter. The Board stated in its response that, after reviewing the Proposals, the Board had unanimously concluded not to implement them as the Board believed that taking any of these actions would undermine the Company’s long-term growth strategy and value-creation initiatives. The response letter also highlighted the Company’s engagement with ETFS Capital over the prior two years, discussed the Company’s ongoing corporate governance enhancements, and described the inaccuracies portrayed in the February 20 Letter. The Board further noted, however, that it remained open to continuing to engage in an open, constructive dialogue with ETFS Capital regarding the Company.

On March 11 and 15, 2024, the Board met together with members of management and the Company’s advisors to discuss the Company’s recent interactions with ETFS Capital and Mr. Tuckwell and whether to extend the Company’s Stockholder Rights Agreement, dated March 17, 2023, as amended (the “Rights Agreement”). During the discussions, the Board considered the fact that nearly 77% of the votes cast voted in favor of the Rights Agreement at the 2023 annual meeting of stockholders and that ETFS Capital had engaged in highly disruptive and largely unsuccessful activist campaigns against the Company at both the 2022 and 2023 annual meetings of stockholders. Following discussion, the Board unanimously voted to approve the extension of the Rights Agreement to March 17, 2025 to safeguard the interests of all stockholders in the face of activism concerns and potential opportunistic attempts by a single stockholder or group of stockholders to obtain control of the Company without paying a control premium. The Board also unanimously determined to submit

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Background of the Solicitation

the Board’s approval of the extension of the Rights Agreement for a stockholder vote at the 2024 Annual Meeting, such that if the stockholders did not approve the extension, the Rights Agreement would expire the day following the 2024 Annual Meeting.

On March 18, 2024, the Company announced that the Board had approved the extension of the Rights Agreement, such that the Rights Agreement would expire on March 17, 2025, provided that if the Company’s stockholders did not ratify the Board’s approval of the extension of the Rights Agreement at the 2024 Annual Meeting, then the Rights Agreement would expire on the day following the 2024 Annual Meeting.

On March 21, 2024, ETFS Capital issued a press release criticizing the Company, its Board and its management team, advocating for the Company to run a strategic review process, indicating that it intends to withhold votes from the Company’s director nominees at the Annual Meeting, and inviting other stockholders to withhold their votes as well.

On March 25, 2024, ETFS Capital and Mr. Tuckwell filed an amended Schedule 13D with the SEC disclosing their public letter to stockholders issued on March 21, 2024 and their intent to withhold their votes from the Company’s director nominees at the 2024 Annual Meeting.

On April 12, 2024, the Company filed its preliminary proxy statement with the SEC in connection with the 2024 Annual Meeting.

On April 17, 2024, ETFS Capital filed its preliminary proxy statement with the SEC in connection with the 2024 Annual Meeting.

On April 18, 2024, ETFS Capital and Mr. Tuckwell filed an amended Schedule 13D with the SEC disclosing that they had filed a preliminary proxy statement to solicit the Company’s stockholders to vote against the election of certain of the Company’s director nominees at the 2024 Annual Meeting.

Also on April 18, 2024, ETFS Capital delivered to the Company a purported demand letter to inspect a list of the Company’s stockholders and related documents, pursuant to Section 220 of the Delaware General Corporation Law (the “Stockholder List Demand Letter”).

On April 19, 2024, the Company filed a preliminary proxy statement with the SEC to reflect that the 2024 Annual Meeting was the subject of a contested solicitation following ETFS Capital’s filing of its preliminary proxy statement with the SEC.

On April 25, 2024, the Company’s counsel responded to the Stockholder List Demand Letter, in which the Company indicated it would be willing to provide the requested materials consistent with Delaware law and the applicable proxy rules, subject to ETFS Capital addressing one issue.

On April 26, 2024, the Company filed a revised preliminary proxy statement with the SEC.

Also on April 26, 2024, ETFS Capital’s counsel sent a letter to the Company’s counsel to address the issue raised by the Company’s counsel in its April 25, 2024 response letter to the Stockholder List Demand Letter.

On April 29, 2024, the Company filed this definitive proxy statement with the SEC.

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Proposal 1

Election of Directors

Our Amended and Restated Certificate of Incorporation, as amended, and by-laws provide that the number of our directors shall be fixed from time to time by a resolution of a majority of our Board. Pursuant to our by-laws, the Board has fixed the number of directors at nine as of the date of the Annual Meeting.

The Nominating and Governance Committee recommended, and the Board nominated, the following nine director nominees to be included in the Board’s slate to stand for election at the Annual Meeting: Lynn S. Blake, Anthony Bossone, Smita Conjeevaram, Rilla Delorier, Daniela Mielke, Shamla Naidoo, Win Neuger, Tonia Pankopf and Jonathan Steinberg. Each of these nominees will serve for a one-year term until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified.

The nominees recommended by the Board have consented to serving as nominees for election to the Board, to being named in this proxy statement and to serving as members of the Board if elected by our stockholders. As of the date of this proxy statement, we have no reason to believe that any nominee will be unable or unwilling to serve if elected as a director. However, if for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Board, upon the recommendation of the Nominating and Governance Committee, may designate a substitute nominee, in which event the shares represented by proxies returned to us will be voted for such substitute nominee. If any substitute nominee is so designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominee, discloses that such nominee has consented to being named in the amended proxy statement and to serve as a director if elected, and includes certain biographical and other information about such nominee required by the applicable rules promulgated by the SEC.

ETFS Capital, which together with the other participants in its solicitation, owns approximately 10% of our common stock, is conducting a solicitation pursuant to which it is waging a campaign to vote against certain director nominees nominated by our Board. Our Board urges you NOT to sign or return any proxy card or voting instruction form that may be sent to you by ETFS Capital. If you have already voted using ETFS Capital’s proxy card or voting instruction form, you have every right to change your vote by using the WHITE proxy card or voting instruction form, by voting over the Internet or by attending the Annual Meeting and voting during the Annual Meeting. Only the latest dated, valid proxy that you submit will be counted — any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “Can I change my vote or revoke my proxy?” in the “General Information for Stockholders About the Annual Meeting” section above. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Innisfree, toll free at (877) 750-5836.

You may receive solicitation materials from ETFS Capital, including proxy statements and proxy cards. WisdomTree is not responsible for the accuracy or completeness of any information provided by or relating to ETFS Capital or its nominees contained in solicitation materials filed or disseminated by or on behalf of ETFS Capital or any other statements ETFS Capital may make. Stockholders will be able to obtain, free of charge, copies of all proxy statements, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the applicable party with the SEC in connection with the Annual Meeting at the SEC’s website (https://www.sec.gov).

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Director Nominees

  

 

  

 

Lynn S. Blake

Lynn S. Blake has served as an independent consultant since October 2021. Previously, Ms. Blake served in various positions at State Street Global Advisors, Inc. (“SSGA”), the investment management division of State Street Corporation (NYSE: STT), a financial services company, including as Executive Vice President and Global Chief Investment Officer of Equity Indexing, Factor-Based and Environmental, Social, and Governance strategies and overseeing SSGA’s ESG data, research and asset stewardship activities, from January 2011 to September 2021, Head of Non-US Equity Indexing and Smart Beta from 1999 to 2010, and Senior Portfolio Manager, from 1990 to 1999. Ms. Blake served on the board of directors of SSGA Trust Company, the governing board for SSGA Institutional Products and SPDR SPY and DIA ETFs, from January 2018 to September 2021, and at times, served as a member of SSGA’s Global Fiduciary and Conduct Committee, Investment Committee, Executive Management Group, and the State Street Conduct Risk Committee. Additionally, Ms. Blake served on the advisory boards of The Posse Foundation, a college access and youth leadership development program, from December 2016 to July 2023 and the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School, a premier research institution, from September 2020 to October 2021. Ms. Blake was also a member of the Investor Advisory Group of the Sustainability Accounting Standards Board (SASB), a nonprofit organization which connects businesses and investors on the financial impacts of sustainability, from 2016 to September 2021. Ms. Blake currently is a member of the Board of Directors of United Natural Foods, Inc, which is the largest publicly-traded wholesale distributor delivering healthier food options throughout the U.S. and Canada. She received a B.S. from Boston College and an M.B.A. in Finance from the D’Amore-McKim School of Business at Northeastern University. Ms. Blake is a Chartered Financial Analyst. She also received the NACD (National Association of Corporate Directors) Directorship Certification and the NACD Certificate in Cyber-Risk Oversight.

Qualifications

We believe that Ms. Blake’s qualifications to serve on the Board include her expertise in investment management and strategies, including her institutional investor perspectives, and her many years of experience in leadership positions in the asset management industry.

Age

59

Director since

May 2022

Committees

   Audit (Chair)

   Compensation

   Nominating and Governance

     

     

  

 

  

 

Anthony Bossone

Anthony Bossone has been the Chief Financial Officer of Atlantic-Pacific Capital, Inc., a broker-dealer and global placement agent dedicated to raising capital for alternative investment funds, since 2003. In this role, Mr. Bossone directs and oversees all global financial and administrative functions of the broker-dealer, including financial accounting and reporting, regulatory compliance, planning and analysis, treasury, tax, legal, payroll, human resources, benefits, insurance and other corporate matters. From 2001 to 2003, Mr. Bossone was the Assistant Controller at SAC Capital Advisors, LLC, a hedge fund advisory firm, and from 1999 until 2001, Mr. Bossone served as an equity trader at Schonfeld Securities, LLC, a securities trading firm. Mr. Bossone began his career at PricewaterhouseCoopers LLP in 1993 where he was an audit manager until 1999. Mr. Bossone received his B.S. in Business and Economics with highest honors from Lehigh University and is a Certified Public Accountant. Mr. Bossone also received the NACD (National Association of Corporate Directors) Directorship Certification and the NACD Certificate in Cyber-Risk Oversight.

Qualifications

We believe that Mr. Bossone’s qualifications to serve on the Board include his global financial, accounting and compliance expertise. The Board also benefits from his experience as an equity trader, which provides him with the relevant industry and technical skillset to evaluate our business model.

Age

53

Director since

January 2009

Committees

•   Audit

•   Compensation

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Smita Conjeevaram

Smita Conjeevaram retired in 2013 after a 19-year career in the global investment and hedge fund industry. Her most recent position was as the Chief Financial Officer – Credit Hedge Funds and Deputy Chief Financial Officer – Credit Funds for Fortress Investment Group LLC, a global investment firm, where she served from 2010 to 2013. Prior to that, Ms. Conjeevaram served as the Chief Financial Officer of Everquest Financial LLC, a specialty finance company, from 2006 to 2009, and Strategic Value Partners LLC, a leading global investment firm, from 2004 to 2005. Ms. Conjeevaram began her career as a tax specialist at two Big-4 public accounting firms and is a Certified Public Accountant. In January 2021, Ms. Conjeevaram joined the Board of Directors of McGrath RentCorp (NASDAQ: MGRC), a diversified business-to-business rental company, and SkyWest, Inc. (NASDAQ: SKYW), an aircraft leasing company. She also has served as a director of SS&C Technologies Holdings, Inc. (NASDAQ: SSNC), an investment and financial management software and service provider for the global financial services industry, since November 2015. Ms. Conjeevaram received her B.S. in Accounting and Business Administration from Butler University and a B.A. in Economics from Ethiraj College, Madras, India.

Qualifications

We believe that Ms. Conjeevaram’s qualifications to serve on the Board include her financial, accounting and compliance expertise, global experience and track record of success in guiding companies through significant growth. The Board also benefits from her experience serving on three other public company boards, including a fintech company, which the Board believes will translate into valuable governance and oversight of our digital assets business.

Age

63

Director since

January 2021

Committees

•   Compensation (Chair)

•   Nominating and Governance

     

  

 

  

 

Rilla Delorier

Rilla Delorier, a C-suite leader with over 30 years of experience in the banking industry, was most recently the Executive Vice President and Chief Strategy and Digital Transformation Officer at Umpqua Bank, from April 2017 until August 2020. Prior to that, she held various roles at SunTrust Bank from February 2006 until February 2016, including Executive Vice President, leading the Retail Bank, Chief Marketing Officer and Wealth Management Marketing Director. She also served as Chief Marketing Officer, among other roles, at PNC Advisors from 1999 to 2006. Since June 2022, Ms. Delorier has served on the Board of Directors of Atlantic Union Bankshares Corporation (NYSE: AUB), a regional bank headquartered in Richmond, Virginia. Since November 2020, Ms. Delorier has served on the Board of Directors of Coastal Financial Corporation (Nasdaq: CCB), a community bank and a leader in providing banking as a service (BaaS) to digital financial service providers. Ms. Delorier also serves as a director of Nymbus, Inc., a provider of banking technology solutions for financial institutions, since November 2020, and Central City Concern, a nonprofit organization dedicated to ending homelessness, since June 2018. Ms. Delorier received her B.S. from the University of Virginia and her M.B.A. from Harvard Business School.

Qualifications

We believe that Ms. Delorier’s qualifications to serve on the Board include her extensive executive experience leading digital transformation across the banking sector, particularly in the areas of digital product development, marketing and customer acquisition, operations, cybersecurity practices, strategic partnerships and analytics.

Age

57

Director since

August 2023

Committees

   Audit   

     

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Daniela Mielke

Daniela Mielke is Managing Partner of Commerce Technology Advisors, LLC, a privately held firm which she founded in April 2016, and which provides consulting services to technology, financial services and private equity companies on organic and inorganic growth strategies including building payment businesses and using artificial intelligence. From February 2018 to December 2020, she served as the Chief Executive Officer, North America of RS2 Inc., one of the leading providers of payment processing services in Europe and Asia Pacific. From September 2013 to April 2016, Ms. Mielke was Chief Strategy and Product Officer at Vantiv, Inc., which was at the time the largest merchant acquirer in the United States. From May 2010 to September 2013, she was VP, Head of Global Strategy and Market Intelligence for PayPal Inc. Ms. Mielke co-founded a-connect in 2001, a consulting firm which provides consulting services to financial service and other clients, and rejoined in 2007 until 2009 to establish and direct new operations for the West Coast and lead its global marketing function. From 2002 to 2007, Ms. Mielke served as VP of Product and SVP of Strategy and Market Intelligence at Visa International. From 1998 to 2002, Ms. Mielke was an Engagement Manager for McKinsey & Company, a worldwide management consulting firm. She currently serves on the Board of Directors of Nuvei Corporation (TSX: NVEI and NVEI.U), a global payment technology provider, since August 2020. She also has been a director of The Bancorp, Inc. (NASDAQ: TBBK), a bank holding company, and its subsidiary bank, The Bancorp Bank, since August 2019. Ms. Mielke served on the boards of FINCA International, a global NGO dedicated to alleviating poverty from 2018 to 2023, and FTAC Athena Acquisition Corp., a special purpose acquisition company, from 2021 to 2023. Ms. Mielke received her bachelor’s degree in Hotel and Restaurant Management from the École hôtelière de Lausanne, an M.B.A. in International Management from the IMD Business School and an M.S. in Economics from the University of Fribourg. Ms. Mielke also received the NACD (National Association of Corporate Directors) Directorship Certification and the NACD Certificate in Cyber-Risk Oversight.

Qualifications

We believe that Ms. Mielke’s qualifications to serve on the Board include her decades of experience as an executive, founder, board member and advisor to fintech, commerce, payment processing and finance companies.

Age

58

Director since

September 2022

Committees

•   Audit

•   Nominating and Governance

   

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Shamla Naidoo

Shamla Naidoo has served as Head of Cloud Strategy and Innovation of Netskope Inc., a private company providing global cybersecurity services, since June 2021. From August 2015 to June 2021, she served as the Global Chief Information Security Officer and Information Technology Risk Managing Partner of International Business Machines Corp., or IBM, a global technology company. From May 2011 to August 2015, she served as Chief Information Security Officer of Starwood Hotels and Resorts Worldwide, a hospitality company now owned by Marriott International, Inc., and in 2009, she led the Technology, Physical and Intellectual Property protection function for Bridgewater Associates, an investment management firm. From 2007 to 2008, Ms. Naidoo served as Vice President, Chief Information Security Officer and Chief Information Officer at WellPoint, Inc. (now known as Elevance Health, Inc.), a health benefits company. She also served as Senior Vice President, Chief Information Security Officer and Head of Worldwide Technology Risk for Northern Trust Corporation, a financial services company, from 2005 to 2007, as Vice President, Security/Technology Architecture and Compliance of ABN AMRO Bank N.V., a bank headquartered in the Netherlands, from 2001 to 2005, and as Vice President, Technology, Chief Information Officer of Leo Burnett Technology Group, a communications agency, from 2000 to 2001. Prior to Leo Burnett, Ms. Naidoo held various roles with the U.S. consulting division of Spherion Corporation, a staffing and recruiting firm, Anglo American plc, a global mining company, South African Petroleum Refineries, an international oil refinery, and South African Druggists, a pharmaceutical company.

Ms. Naidoo currently serves on the Board of Directors of Reference Point LLC, a private consulting company, and the Board of Directors of QBE North America, a division of QBE Insurance Group Ltd. (ASX: QBE), a publicly-traded insurance company headquartered in Australia. She previously served as a director of StoneBridge Acquisition Corporation, a special purpose acquisition company, prior to its merger with DigiAsia Corp. (NASDAQ: FAAS) in April 2024. She has been an Adjunct Professor at the University of Illinois Chicago School of Law since 2010, where she develops and teaches courses on information technology, security and privacy law, and she has been a faculty member at the Institute for Applied Network Security since 2021. She frequently speaks at the American Bar Association and formerly served as the Committee Chair on Legal Technology for the Illinois State Bar Association. Ms. Naidoo received a diploma in Management Information Systems from the South African Institute of Management, bachelor’s degrees in Information Systems and in Economics from the University of South Africa, and a J.D. from the John Marshall Law School (now the University of Illinois Chicago School of Law). She is admitted to practice law in Illinois and Washington, D.C.

Qualifications

We believe that Ms. Naidoo’s qualifications to serve on the Board include her expertise in cybersecurity and digital innovation, which is particularly relevant to our digital assets business, her legal acumen and her experience serving on a public company board of directors.

Age

59

Director since

June 2023

Committees

•   Nominating and Governance (Chair)

•   Compensation

   

  

 

  

 

Win Neuger

Win Neuger is an independent investor and consultant. From July 2014 until June 2015, he served as Chairman of EcoAlpha Asset Management LLC, a private investment management company focused on investing in companies providing solutions to the global problems of burdened resources. From March 2012 until January 2013, he served as Vice Chairman of the Board of Directors of PineBridge Investments, an independent asset manager offering investment opportunities in emerging and developed markets, and from March 2010 to March 2012, he served as its Chief Executive Officer and Chair of the Executive Committee. From January 2009 to March 2010, Mr. Neuger served as Executive Vice President of American International Group (“AIG”), an international insurance organization serving commercial, institutional and individual customers, as well as Chairman and Chief Executive Officer of AIG Investments, AIG’s asset management company. Prior to January 2009, in addition to these positions, he also served as Chief Investment Officer of AIG. Prior to AIG, Mr. Neuger served as both Managing Director, Fixed Income and, subsequently, as Managing Director, Global Equities at Bankers Trust Company. Before Bankers Trust, he was Chief Investment Officer at Western Asset Management. He also served as Head of Fixed Income at Northwestern National Bank. Mr. Neuger previously served on our Board of Directors from January 2007 to December 2009. He currently serves as Chairman of the Board of Neuger Communications Group, a private strategic marketing communications and public relations firm. Mr. Neuger received his A.B. from Dartmouth College and an M.B.A. from the Amos Tuck Graduate School of Business.

Qualifications

We believe that Mr. Neuger’s qualifications to serve on the Board include his familiarity with our business model and his years of experience in senior management positions in the asset management industry.

Age

74

Director since

July 2013

Chair of the Board

Committees

•   Compensation

   

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Proposal 1

  

 

  

 

Tonia Pankopf

Tonia Pankopf is Managing Partner of Pareto Advisors, LLC, a consulting firm providing capital investment, financial and strategic advisory services since 2005. She brings 29 years of investment experience researching and valuing corporate securities and managing capital market transactions for domestic and international public and private companies. Most recently, Ms. Pankopf served on the Board of Directors of 180 Degree Capital Corp. (NASDAQ: TURN), a registered closed-end investment management company, from August 2020 to May 2023. From November 2012 to November 2022, she served as a director of Landec Corporation (formerly NASDAQ: LNDC) (n/k/a Lifecore Biomedical, Inc.), a fully integrated contract development and manufacturing organization in the pharmaceutical industry. From November 2003 to July 2017, Ms. Pankopf served on the Board of Directors of Oxford Square Capital Corporation (NASDAQ: OXSQ) (formerly TICC Capital Corporation), a registered closed-end investment management company. Earlier in her career, Ms. Pankopf held Vice President and Senior Equity Analyst positions at Goldman Sachs & Co. and Merrill Lynch & Co. From 2003 to 2005, Ms. Pankopf served as Managing Director of Palladio Capital Management, an investment advisory firm, and prior to that, she held roles in hedge fund portfolio management at P.A.W. Capital Partners, L.P., an investment advisory firm, from 2001 to 2003. Ms. Pankopf also previously served on the Board of Directors of the University System of Maryland Foundation, from 2006 to 2012. Ms. Pankopf is a NACD Board Leadership Fellow and long time member of the National Association of Corporate Directors. She received a B.A. summa cum laude from the University of Maryland and a M.S. from the London School of Economics.

Qualifications

We believe that Ms. Pankopf’s qualifications to serve on the Board include her extensive experience as an investment manager and strategic financial advisor, as well as her decades of public company board service, which includes investment funds, and corporate governance experience.

Age

56

Director since

June 2023

Committees

   Nominating and Governance

   

  

 

  

 

Jonathan Steinberg

Jonathan Steinberg founded WisdomTree and has served as Chief Executive Officer since October 1988 and as President from August 2012 to September 2019. He has been a member of the Board of Directors since October 1988, serving as Chair of the Board from October 1988 to November 2004. Mr. Steinberg is responsible for the creation and development of WisdomTree’s proprietary index methodology. He also served as Editor-in-Chief of Individual Investor and Ticker, two magazines formerly published by the Company. Prior to founding WisdomTree, Mr. Steinberg was employed as an analyst in the Mergers and Acquisitions Department of Bear, Stearns & Co. Inc., an investment banking firm, from 1986 to 1988. He is the author of Midas Investing, published by Times Books, a division of Random House, Inc., in 1996. Since May 2022, Mr. Steinberg has served on the Board of Directors of Fnality International Limited, a financial technology firm based in the United Kingdom. He received the EY Entrepreneur of the Year 2015 New York Award and the ETF.com Lifetime Achievement Award for 2015. Mr. Steinberg is a frequent speaker at conferences on topics related to digital assets and blockchain-enabled finance and has appeared on CNBC, Bloomberg and Fox Business on numerous occasions. He attended The Wharton School of Business at the University of Pennsylvania.

Qualifications

We believe Mr. Steinberg’s qualifications to serve on the Board include his extensive knowledge of our business, his experience in founding and developing our fundamentally weighted index methodology, as well as his corporate and strategic vision, which provide strategic guidance to the Board. As our Chief Executive Officer, Mr. Steinberg provides essential insight and guidance to the Board from a management perspective.

Age

59

Director since

October 1988

Committees

   None

   

Required Vote

The directors must be elected by the affirmative vote of a majority of votes cast. Abstentions and broker non-votes, if any, will have no effect on the election of the directors.

The Board of Directors unanimously recommends that you vote “FOR” each of the
Above
-Mentioned Nominees

(Proposal No. 1 on your Proxy Card)

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Proposal 1

Executive Officers

Bryan Edmiston, 48, has served as Chief Financial Officer since June 2021. Previously, he served as Chief Accounting Officer from April 2018 to May 2021 and as Director – Financial Reporting and Accounting Policy from September 2016 to May 2021. Prior to WisdomTree, Mr. Edmiston joined Gleacher & Company, Inc. as a Managing Director responsible for Accounting Policy and SEC Reporting in December 2009. From August 2011 to September 2016, he served as Controller and Principal Accounting Officer of Gleacher. Mr. Edmiston was also a Senior Manager within the Banking & Capital Markets Assurance Practice at PricewaterhouseCoopers LLP, having been employed there from September 1997 to December 2009 while servicing a number of clients in the financial services industry. He received a B.B.A. in Accounting from Pace University and is a Certified Public Accountant.

Marci Frankenthaler, 55, has served as Chief Legal Officer and Secretary since April 2019. She served as Deputy General Counsel from January 2018 to March 2019, and as Director of Business and Legal Affairs, Associate General Counsel from July 2014 to December 2017. From June 2008 to June 2014, Ms. Frankenthaler was General Counsel of Frederick’s of Hollywood Group Inc., a specialty retailer that she helped to take public and then private. Prior to that, Ms. Frankenthaler was a partner in the Corporate and Securities department of Graubard Miller, which served as our primary corporate counsel from 1991 to 2007, and was employed at that firm beginning in 1994. Ms. Frankenthaler received her B.A., with honors, in Psychology with a concentration in Human Resources from Binghamton University and her J.D. from Benjamin N. Cardozo School of Law, where she served as Executive Editor of the Cardozo Law Review.

R. Jarrett Lilien, 62, has served as President and Chief Operating Officer since September 2019. From November 2017 to September 2019, he served as Executive Vice President and Head of Emerging Technologies. From November 2008 to December 2017, Mr. Lilien was a member of the Board of Directors and served on the Audit, Compensation and Nominating and Governance Committees. Until November 2017, Mr. Lilien was the Managing Partner of Bendigo Partners, LLC, a financial services focused venture capital investing and advisory services firm he founded in 2008. From September 2012 to July 2014, Mr. Lilien served as the Chief Executive Officer of Kapitall Inc., an online investing platform. From 2003 to 2008, he served as President and Chief Operating Officer of E*TRADE Financial Corporation. In this role, he was responsible for the tactical execution of all of E*TRADE’s global business strategies. Previously, he served as the President and Chief Brokerage Officer at E*TRADE Securities. In this capacity, Mr. Lilien reorganized the business, adding new product lines and providing innovative brokerage capabilities to its retail, institutional and corporate clients around the world. With experience in more than 40 global markets, he was instrumental in developing a flexible infrastructure for E*TRADE’s brokerage units designed to provide retail and institutional clients with seamless execution, clearing and settlement. Prior to joining E*TRADE, Mr. Lilien spent 10 years as Chief Executive Officer at TIR (Holdings) Limited, a global institutional broker, which E*TRADE acquired in 1999. Mr. Lilien currently serves as Chair of the Board of Directors of the Jazz Foundation of America, Chair of the Board of Directors of Barton Mines Corporation, and as Treasurer of Baryshnikov Arts. He served as a member of the Board of Directors of Investment Technology Group, Inc. (NYSE: ITG), an independent execution broker and research provider, from April 2015 until its acquisition by Virtu Financial, Inc. in March 2019, and served as interim Chief Executive Officer from August 2015 until January 2016. Mr. Lilien received his B.A. in Economics from the University of Vermont.

Alexis Marinof, 49, has served as Head of WisdomTree Europe since August 2019. He joined WisdomTree Europe in July 2017 as Head of European Distribution, a position he held until April 2018 when he was appointed Chief Operating Officer to oversee the integration of ETF Securities and build out WisdomTree’s multi-product European ETP business. Prior to that, he held various positions at State Street Global Advisors, including as EMEA Head of SPDR ETFs (April 2013 – November 2016), EMEA Distribution Chief Operating Officer (October 2013 – September 2015), Head of Middle East and Africa (February 2008 – April 2013) and Head of the Nordic Region (January 2006 – January 2008). Mr. Marinof received a five-year degree in Finance and Business Management “Ingénieur Commercial et de Gestion” from the Université Catholique de Louvain-La-Neuve IAG Louvain School of Management in Belgium.

William Peck, 34, has served as Head of Digital Assets since October 2021. In this role, he oversees digital asset initiatives. From February 2020 to October 2021, he served as Head of Strategy and Emerging Technologies, where he was responsible for oversight of corporate development and other strategic initiatives, including investments in emerging technologies. From September 2014 to January 2020, he held various positions on our Strategy team, including Senior Analyst, Senior Associate

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Proposal 1

and Director. From July 2012 to July 2014, Mr. Peck worked as an Investment Banking Analyst for Bank of America Merrill Lynch covering a range of financial services companies. He received an A.B. in Government, cum laude, from Harvard University.

Jonathan Steinberg, our Chief Executive Officer and a member of the Board, is also an executive officer. His biographical information is set forth above in the description of the members of our Board.

David Yates, 44, has served as Chief Information Officer since April 2015. He is responsible for WisdomTree’s global technology infrastructure, cybersecurity, information management and software engineering. He previously worked at McKinsey & Company from October 2009 to March 2015, most recently as an Associate Principal, advising investment management and insurance clients on a range of strategic technology and operations issues. He pioneered McKinsey’s advanced analytics approach for the insurance industry, laying the foundation for new engagement models and product offerings. He also co-led McKinsey’s IT Sourcing Practice in the Americas, where he was responsible for sharing expertise with clients during sales and procurement situations, creating industry-shaping content on sourcing, and training expert practitioners within the firm. From March 2005 to July 2007, he worked at Accenture plc, where he led multinational technology delivery programs in the capital markets space, including the design and implementation of the London Stock Exchange’s equity trading platform. Prior to that, he held technology roles at the Bank of England. Mr. Yates received his B.S. in Mathematics and Economics with First Class Honours from the London School of Economics and Political Science, an M.S. in Computing Science with Distinction from Imperial College London and an M.B.A. from MIT Sloan School of Management.

Peter M. Ziemba, 66, has served as Senior Advisor to the CEO and Chief Administrative Officer since January 2018. He served as Executive Vice President – Business and Legal Affairs from January 2008 to December 2017 and Chief Legal Officer from March 2011 to December 2017. From April 2007 to March 2011, Mr. Ziemba served as General Counsel. Prior to joining WisdomTree, Mr. Ziemba was a partner in the Corporate and Securities department of Graubard Miller, which served as our primary corporate counsel from 1991 to 2007, and was employed at that firm beginning in 1982. Mr. Ziemba is Co-Chairperson of the Advisory Board of WFUV.org, an NPR-affiliated FM radio station in New York. He received his B.A. in History with university honors from Binghamton University and his J.D., cum laude, from Benjamin N. Cardozo School of Law. Mr. Ziemba served as a director of WisdomTree from 1996 to 2003.

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Table of Contents

Corporate Governance

Board Composition

Our Board currently consists of nine members who serve for one-year terms until the election and qualification of successor directors at the Annual Meeting.

The number of our directors is fixed from time to time by a resolution adopted by our Board pursuant to our Amended and Restated Certificate of Incorporation, as amended, and by-laws.

Director Criteria, Qualifications and Experience

We are committed to diversified Board membership and seek directors who have high personal and professional integrity, judgment and ability. Our Nominating and Governance Committee is responsible for recommending criteria and qualifications for Board membership, identifying and evaluating potential director candidates and recommending to the Board those candidates to be nominated for election to, or fill vacancies on, the Board.

The Nominating and Governance Committee seeks to identify director candidates who satisfy the criteria set forth in the director candidate guidelines included in the Nominating and Governance Committee’s charter. Candidates are selected for, among other things, their knowledge, skills, abilities, independence, character, diversity (inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation), demonstrated leadership and experience useful to the oversight of our business in the context of the needs of the Board.

As provided in our corporate governance guidelines, the Nominating and Governance Committee actively seeks out highly qualified women and people of color for consideration as nominees to the Board as part of its regular process. The Nominating and Governance Committee takes reasonable steps to ensure the Board’s overall composition complies with applicable law regarding diversity matters, including with respect to the number of female directors and directors from unrepresented communities on the Board and to include qualified candidates having diversity inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation, in the pool of candidates to be considered by the Nominating and Governance Committee for recommendation to the Board.

Our Nominating and Governance Committee’s priority is to identify candidates who will further the interests of our stockholders through their established record of professional accomplishments, the ability to contribute positively to the collaborative culture among Board members, and professional and personal experiences and expertise relevant to our business strategy.

Board Meetings

During 2023, the Board held 15 meetings and acted by unanimous written consent on three occasions. Each director attended at least 75% of all Board meetings and meetings of the Board committees on which the director serves. Our policy is for all of our directors to attend our annual meeting of stockholders. All of our directors attended our 2023 annual meeting of stockholders.

Board Independence

NYSE rules require listed companies to have a board of directors with at least a majority of independent directors. Our Board has determined that all of our directors are independent under the NYSE listing standards other than Mr. Steinberg, our Chief Executive Officer. Under our corporate governance guidelines, directors are required to promptly inform the chair of the Nominating and Governance Committee if the director becomes aware of any change in circumstances that may result in such director no longer being considered independent under the NYSE rules.

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Corporate Governance

Board Leadership Structure

The Board has chosen to separate the roles of chair of the Board and chief executive officer. Jonathan Steinberg is our Chief Executive Officer and Win Neuger is our non-executive, independent Chair of the Board. We believe that separating these positions is optimal because it allows Mr. Steinberg to focus on our day-to-day business, while allowing Mr. Neuger to focus on Board leadership in its fundamental role of providing advice to and independent oversight of management. Our Board recognizes the time, effort and energy that the chief executive officer is required to devote to his position, as well as the commitment required to serve as our chair of the Board. While our by-laws and corporate governance guidelines do not require that our chair of the Board and chief executive officer positions be separate, our Board believes that having separate positions is the appropriate leadership structure for us and demonstrates our commitment to good corporate governance. Our corporate governance guidelines provide that if the offices of the chair of the Board and chief executive officer are combined, the Board will appoint either a non-executive chair or a lead independent director.

Role of the Board in Risk Oversight

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our operations, strategic direction and intellectual property as more fully discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and as updated from time to time. Management is responsible for the day-to-day management of the risks we face, while our Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The Board’s role in overseeing the management of our risks is conducted primarily through Board committees, as described in the descriptions of each of the committees below and in their respective charters. The Board (or the appropriate Board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact and the steps we take to manage them. When a Board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chair of the relevant committee reports on the discussion to the full Board during the committee reports portion of the next Board meeting. For example, the Audit Committee is responsible for overseeing our cybersecurity risk management and cybersecurity policies and procedures, and the chair of the committee reports to the full Board regarding our cybersecurity risk management. This enables our Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Board Committees

Our Board has an Audit Committee, Compensation Committee, and Nominating and Governance Committee, each of which operates pursuant to a written charter adopted by our Board. As provided in its respective charters, each committee reviews its charter at least annually and recommends charter changes to the Board as appropriate. During 2023, each of the Audit Committee, Compensation Committee and the Nominating and Governance Committee reviewed its respective charter. The Audit Committee adopted amendments to include cybersecurity and data privacy risks within the committee’s risk oversight responsibilities, and the Nominating and Governance Committee adopted amendments to include within the committee’s responsibilities a quarterly review of the Company’s human rights policy and environmental, social and governance matters and recommendations regarding relevant public reporting on such matters as well as to memorialize the inclusion of the Board’s committees in the annual evaluation of the Board. Charters for each of the Audit Committee, Compensation Committee and Nominating and Governance Committee are available on our investor relations website at https://ir.wisdomtree.com/corporate-governance/governance-documents. Committee membership is limited to independent directors as defined under the listing standards of the NYSE. Audit Committee members also must meet the independence standards adopted by the SEC. Our Board may from time to time establish other committees. For example, in 2023 the Board established the Annual Meeting Committee to manage all aspects of the Company’s 2023 annual meeting of stockholders, including matters related to a contested election of directors

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Corporate Governance

at the meeting and negotiation of settlement or cooperation agreements with stockholders of the Company, among other responsibilities. Our corporate governance guidelines provide that each independent director is expected, but not required, to serve on at least one committee. A director also may serve on more than one committee.

Audit Committee

     

Committee Responsibilities:

•  oversee our accounting and financial reporting processes and the audits of our financial statements;

•  approve audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

•  establish policies and procedures for the receipt and retention of accounting-related complaints and concerns;

•  monitor, report to and review with the Board matters related to the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

•  monitor the design and implementation of our internal audit function;

•  review all related person transactions for potential conflict of interest situations and approve such transactions; and

•  take, or recommend that the Board take, appropriate action to oversee the qualifications, independence and performance of our independent auditor.

   

Members:

•  Lynn S. Blake, Chair*

•  Anthony Bossone*

•  Rilla Delorier

•  Daniela Mielke

Mses. Mielke and Blake joined the committee in July 2023, and Ms. Blake was appointed Chair in November 2023. Ms. Delorier joined the committee in November 2023.

*   Designated as an “audit committee financial expert” as defined under the applicable rules of the SEC.

   

Number of Meetings in 2023: 8

Action by Unanimous Consent in 2023: 1

 

Compensation Committee

     

Committee Responsibilities:

•  oversee the administration of our compensation programs;

•  review and discuss with the Board corporate succession plans for the CEO and our other key officers;

•  determine and approve the compensation of our CEO;

•  approve the compensation of the non-CEO executive officers and certain other senior employees;

•  review and make recommendations to the Board with respect to directors’ compensation;

•  exercise sole authority to retain, terminate and approve the compensation of any compensation consultants or other compensation advisers and determine the nature and scope of their assignments; and

•  approve all discretionary bonuses for our employees, advisers and consultants.

   

Members:

•  Smita Conjeevaram, Chair

•  Lynn S. Blake

•  Anthony Bossone

•  Shamla Naidoo

•  Win Neuger

Mses. Conjeevaram and Naidoo joined the committee in July 2023, and Ms. Conjeevaram replaced Mr. Neuger as Chair in January 2024.

 

Number of Meetings in 2023: 9

Action by Unanimous Consent in 2023: 2

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Nominating and Governance Committee

     

Committee Responsibilities:

•  recommend criteria and qualifications for Board membership, which includes considering diversity of background and experience, inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation;

•  identify and evaluate candidates for nomination for election to the Board or to fill Board vacancies;

•  recommend that the Board select the director nominees for election at each annual meeting of stockholders;

•  review the policy regarding the consideration of director candidates recommended by stockholders;

•  review all stockholder nominations submitted to us;

•  review, and recommend any changes to, the Company’s Corporate Governance Guidelines;

•  obtain directors’ comments on, and report to the Board with, an assessment of the performance of the Board and its members and committees; and

•  review and provide oversight and recommendations with respect to, our strategy, initiatives and policies concerning corporate responsibility.

   

Members:

•  Shamla Naidoo, Chair

•  Lynn S. Blake

•  Smita Conjeevaram

•  Daniela Mielke

•  Tonia Pankopf

Mses. Blake, Mielke and Pankopf joined the committee in July 2023. Ms. Naidoo joined the committee and replaced Ms. Conjeevaram as Chair in January 2024.

 

Number of Meetings in 2023: 7

Action by Unanimous Consent in 2023: 1

 

Compensation Committee Interlocks and Insider Participation

Messrs. Bossone and Neuger and Mses. Blake, Conjeevaram and Naidoo served as members of the Compensation Committee during 2023. None of the members of the Compensation Committee was an officer or employee of ours during 2023 or has ever served as one of our officers and none had any relationship with us or any of our subsidiaries during 2023 that would be required to be disclosed as a transaction with a related person.

None of our executive officers has served on the board of directors or compensation committee of another company (or other board committee performing equivalent functions) at any time during which an executive officer of such other company served on our Board or Compensation Committee.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines to promote the effective functioning of the Board and its committees, and the continued implementation of good corporate governance practices. The corporate governance guidelines address matters including the role and structure of the Board, the selection, qualifications and continuing education of Board members, Board meetings, non-employee director executive sessions, director service on other boards, Board committees, management review and succession planning, non-employee director compensation and Board and committee evaluations.

To reflect its commitment to diversified Board membership, the corporate governance guidelines provide that when considering director candidates, the Nominating and Governance Committee should actively seek out highly qualified women and people of color for consideration as nominees to the Board as part of the Nominating and Governance Committee’s regular process. The corporate governance guidelines further direct the Nominating and Governance Committee to take reasonable steps to ensure the Board’s overall composition complies with applicable law regarding diversity matters, including with respect to the number of female directors and directors from unrepresented

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communities on the Board, and to include qualified candidates having diversity inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation, in the pool of candidates to be considered by the Nominating and Governance Committee for recommendation to the Board.

In 2023, the corporate governance guidelines were amended to clarify that certain notifications should be provided to the Chair of the Board and to reflect one-year terms of directors following the full declassification of the Board. The corporate governance guidelines are available on our investor relations website at https://ir.wisdomtree.com/corporate-governance/governance-documents.

Board and Committee Self-Assessments

The Board conducts an annual self-assessment to determine whether it and its committees are functioning effectively. The Nominating and Governance Committee receives comments from all directors and executive officers and reports annually to the Board with an assessment of the Board’s performance. The assessment focuses on the Board’s contribution to WisdomTree and specifically focuses on areas in which the Board or management believes that the Board could improve. Management implements action plans based on directors’ feedback and reports to the Board on the implementation of those plans in order to ensure continuous improvement.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all our employees, officers and directors, including those officers responsible for financial reporting. Our code of business conduct and ethics is available on our investor relations website at https://ir.wisdomtree.com/corporate-governance/governance-documents. We intend to disclose any amendments to this code, or any waivers of its requirements, on our website.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines, which require executive officers and non-employee directors to maintain an ongoing ownership position in our common stock while providing them with flexibility in personal financial planning.

On each annual measurement date (determined by the Board to be November 30th), the dollar value of the base amounts set forth below is converted into the number of shares required to be held to meet the guidelines until the next November 30th.

Position

 

Base Amount

Chief Executive Officer

 

6X Base Salary

All other executive officers

 

3X Base Salary

Non-employee directors

 

5X Base Retainer

Shares of common stock owned by the executive officer or non-employee director directly, jointly or indirectly by a trust, partnership, limited liability company or other entity for the benefit of the executive officer or non-employee director, count toward satisfaction of the guidelines, as well as 50% of unvested restricted stock awards and restricted stock unit awards subject to time vesting issued under our equity incentive plans. Stock options (both vested and unvested) and unearned performance-based restricted stock unit awards do not count toward satisfaction of the guidelines.

If an executive officer or non-employee director does not meet the guidelines on November 30th, he or she will not be permitted to sell or otherwise dispose of our common stock (except for (i) 50% of time-based restricted stock awards and time-based and performance-based restricted stock unit awards as they vest to cover taxes and (ii) up to 50% of the shares of common stock issuable upon the exercise of stock options to cover the exercise price and taxes) until the next November 30th, and then only to the extent that his or her remaining holdings do not fall below the applicable requirement. The Compensation Committee has the authority to grant waivers on a case