Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.
Our management, under the supervision and with the participation of our Co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective to provide reasonable assurance that information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
This report does not include a report on management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the SEC for newly public companies.
Because we are an “emerging growth company” under the JOBS Act, our independent public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent quarter ended March 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a Code of Conduct and Ethics that applies to all directors, officers and employees, which is available on our website at www.stepstoneglobal.com. If we make any amendments to our Code of Conduct and Ethics that require disclosure under the rules of the Securities and Exchange Commission or the rules of the Nasdaq Global Select Market or grant any waivers to our directors or executive officers, we will disclose any such amendment and/or waiver on our website listed above.
The remaining information required by this item is incorporated by reference to the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission no later than 120 days after March 31, 2021.
Item 11. Executive Compensation.
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission no later than 120 days after March 31, 2021.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information regarding the beneficial ownership of our common stock required by this item is incorporated by reference to the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission no later than 120 days after March 31, 2021.
Securities Authorized for Issuance under Equity Compensation Plans
The table set forth below provides information concerning the awards that may be issued under the LTIP as of March 31, 2021:
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) (1)
Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2)
Equity compensation plans approved by security holders 2,549,861 N/A 7,190,955
Equity compensation plans not approved by security holders — — —
Total 2,549,861 N/A 7,190,955
_______________________________
(1) Reflects the outstanding RSUs granted under the LTIP as of March 31, 2021.
(2) The aggregate number of our shares available for future issuance under the LTIP will automatically increase on January 1st of each year beginning in 2021 and ending with a final increase on January 1, 2030, in an amount equal to five percent of the total number of shares of stock outstanding on December 31st of the preceding calendar year. The Board may provide that there will be no January 1st increase in the shares available for future issuance for any such year or that the increase in the shares available for future issuance for any such year will be a smaller number of shares than would otherwise occur under the automatic increase.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission no later than 120 days after March 31, 2021.
Item 14. Principal Accounting Fees and Services.
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2021 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission no later than 120 days after March 31, 2021.
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) The following documents are filed as part of this Form 10-K:
(1) Financial statements
Index to Consolidated Financial Statements Page
Report of Independent Registered Public Accounting Firm
113
Consolidated Balance Sheets as of March 31, 2021 and 2020
114
Consolidated Statements of Income for the Years Ended March 31, 2021, 2020 and 2019
116
Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2021, 2020 and 2019
117
Consolidated Statements of Stockholders ’ Equity for the Years Ended March 31, 2021, 2020 and 2019
118
Consolidated Statements of Cash Flows for the Years Ended March 31, 2021, 2020 and 2019
119
Notes to Consolidated Financial Statements
121
(2) Financial statement schedules
All financial statement schedules have been omitted because they are not applicable, not required or the information has been otherwise included in the consolidated financial statements or accompanying notes to the consolidated financial statements.
(3) Exhibits:
Incorporated By Reference Filed Herewith
Exhibit No. Description of Exhibit Form Exhibit Filing Date File No.
3.1
Amended and Restated Certificate of Incorporation of StepStone Group Inc.
8-K 3.1 9/18/2020 001-39510
3.2
Amended and Restated Bylaws of StepStone Group Inc.
8-K 3.2 9/18/2020 001-39510
4.1
Description of Securities
X
10.1
Eighth Amended and Restated Limited Partnership Agreement of StepStone Group LP, dated as of September 18, 2020, by and among StepStone Group Holdings LLC, as General Partner, and each of the other persons and entities parties thereto
8-K 10.1 9/18/2020 001-39510
10.2
Tax Receivable Agreement (Exchanges), dated as of September 18, 2020, by and among StepStone Group Inc., StepStone Group LP, and each of the other persons and entities parties thereto
8-K 10.2 9/18/2020 001-39510
10.3
Tax Receivable Agreement (Reorganization), dated as of September 18, 2020, by and among StepStone Group Inc., StepStone Group LP, and each of the other persons and entities parties thereto
8-K 10.3 9/18/2020 001-39510
10.4
Exchange Agreement, dated as of September 18, 2020, by and among the Company, the Partnership, and each of the other persons and entities party thereto
8-K 10.4 9/18/2020 001-39510
10.5
Registration Rights Agreement, dated as of September 18, 2020, by and among the Company and the other persons and entities party thereto
8-K 10.5 9/18/2020 001-39510
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10.6
Stockholders Agreement, dated as of September 18, 2020, by and among the Company, the Partnership and the other persons and entities party thereto
8-K 10.6 9/18/2020 001-39510
10. 7 †
StepStone Group Inc. 2020 Long-Term Incentive Plan
8-K 10.7 9/18/2020 001-39510
10.8 †
Form of Restricted Stock Unit Award Agreement under the 2020 Long-Term Incentive Plan
S-1 10.8 8/24/2020 333-248313
10 . 9 †
Form of Indemnification Agreement for directors and officers
S-1 10.9 8/24/2020 333-248313
21.1
List of Subsidiaries
X
23.1
Consent of Ernst & Young LLP
X
31.1
Certification of Co-Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
X
31.2
Certification of Co-Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
X
31.3
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
X
32.1
Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2
Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.3
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101 The following financial information in Part II, Item 8, “Financial Statements and Supplementary Data” from our Annual Report on Form 10-K for the year ended March 31, 2021 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X
† Indicates a management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 23, 2021 .
STEPSTONE GROUP INC.
By: /s/ Johnny D. Randel
Johnny D. Randel
Chief Financial Officer
(Principal Financial Officer and Authorized Signatory)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on June 23, 2021.
Signature Title
/s/ Monte Brem Chairman of the Board of Directors and Co-Chief Executive Officer
Monte Brem (Principal Executive Officer)
/s/ Scott W. Hart Co-Chief Executive Officer and Director (Principal Executive Officer)
Scott W. Hart
/s/ Johnny D. Randel Chief Financial Officer (Principal Financial Officer)
Johnny D. Randel
/s/ David Y. Park Chief Accounting Officer (Principal Accounting Officer)
David Y. Park
/s/ Valerie Gay Brown Director
Valerie Gay Brown
/s/ Jose A. Fernandez Co-Chief Operating Officer and Director
Jose A. Fernandez
/s/ David F. Hoffmeister Director
David F. Hoffmeister
/s/ Thomas Keck Director
Thomas Keck
/s/ Mark Maruszewski Director
Mark Maruszewski
/s/ Michael I. McCabe Head of Strategy and Director
Michael I. McCabe
/s/ Steven R. Mitchell Director
Steven R. Mitchell
/s/ Anne L. Raymond Director
Anne L. Raymond
/s/ Robert A. Waldo Director
Robert A. Waldo
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