AI brief of an SEC Form 8-K · Victory Capital Holdings (VCTR)

Victory Capital grants one-time performance shares to key executives, led by CEO David Brown

Neutral Impact 3 of 5 shareholder Written later

Victory Capital's board approved a one-time grant of performance-based restricted stock to five key executives, with the CEO receiving 590,115 shares. The shares vest only if the stock reaches four price hurdles, from $100.01 to $133.34, over a seven-year period starting March 15, 2026, and are forfeited otherwise. The grant ties a large share of executive pay to future stock price gains, and the company says annual time-vested grants to these executives will decrease in 2026.

Key points

  • Grant approved March 13, 2026, with a grant date of March 15, 2026; CEO David C. Brown received 590,115 performance shares valued at $39,343,000
  • Four stock price hurdles range from $100.01 (25% of shares earned) to $133.34 (100% earned), measured as five-day average closing prices over a seven-year period
  • Total grant values include $19,671,000 for Michael D. Policarpo, $10,929,000 for Tom Sipp, $5,100,000 for Nina Gupta, and $4,371,000 for Mannik Dhillon
  • Annual time-vested grants to recipients are expected to decrease starting in 2026, and only Mr. Brown's award has continued vesting terms tied to his employment agreement

The filing

CompanyVictory Capital Holdings (VCTR)
Form8-K, current report
Filed with the SECMar 16, 2026, 4:17 PM ET
Accession number0001193125-26-108377

Items reported: 5.02 Director / Officer Change

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 12:57 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on March 16, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.