Document

DEF 14A 1 a2023proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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¨			Preliminary Proxy Statement


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x			Definitive Proxy Statement


¨			Definitive Additional Materials


¨			Soliciting Material Pursuant to §240.14a-12

Westwood Holdings Group, Inc.

(Name of Registrant as Specified In Its Charter)

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

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Dear Stockholder:

You are cordially invited to virtually attend the 2023 Annual Meeting of Stockholders of Westwood Holdings Group, Inc., which will be held online on Wednesday, April 26, 2023, at 10:00 a.m., Central Time, at www.virtualshareholdermeeting.com/WHG2023. The official Notice of Annual Meeting together with a proxy statement and proxy card are enclosed. Please give this information your careful attention.

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

Sincerely,

March 17, 2023

Brian O. Casey

Chief Executive Officer

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

TABLE OF CONTENTS


	Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		i

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS		ii

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

PROPOSAL 1: ELECTION OF DIRECTORS		6
Nominees		6
Corporate Governance Information		8
Director Compensation		14

EXECUTIVE OFFICER S AND OTHER KEY EMPLOYEE S		13

EXECUTIVE COMPENSATION		15
Summary Compensation Table		16
Other Compensation Policies		21
Outstanding Equity Awards		23
Stock Incentive Plan		24
Pay Versus Performance Disclosure		24

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF BDO USA, LL P AS INDEPENDENT AUDITORS		27
Fees Billed by Independent Registered Public Accounting Firms		27
Vote Sought and Recommendation		27

PROPOSAL 3: TO APPROVE THE N INTH AMENDED AND RESTATED WESTWOOD HOLDINGS GROUP, INC. STOCK INCENTIVE PLAN		28
Description of the Ninth Amended and Restated Plan		30
Material Federal Tax Consequences		3 2
Vote Sought and Recommendation		32

PROPOSAL 4: TO CAST A NON-BINDING, ADVISORY VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION		32
Advisory Vote on Executive Compensation		32
Vote Sought and Recommendation		32

PROPOSAL 5: TO CAST A NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION		34
Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation		34
Vote Sought and Recommendation		34

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		35

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		36

REPORT OF THE AUDIT COMMITTEE		37

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		38

STOCKHOLDER PROPOSALS		38

ANNUAL REPORT		38

HOUSEHOLDING INFORMATION		38

OTHER MATTERS		39

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

WESTWOOD HOLDINGS GROUP, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 26, 2023

To the Stockholders of Westwood Holdings Group, Inc.:

NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of Westwood Holdings Group, Inc. ("Westwood," the "Company," "we," "us" or "our") will be held virtually at www.virtualshareholdermeeting.com/WHG2023 on Wednesday, April 26, 2023, at 10:00 a.m., Central Time, to consider and vote on the following proposals:

Proposal

Board Recommendation

Proposal 1.

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

For all nominees

Proposal 2.

The ratification of the appointment of BDO USA, LLP as Westwood's independent auditors for the year ending December 31, 2023;

For

Proposal 3.

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

For

Proposal 4.

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

For

Proposal 5.

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

One Year

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

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

Only stockholders of record at the close of business on March 6, 2023 are entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements thereof. A holder of shares of our common stock as of the record date is entitled to one vote at the virtual meeting or by proxy for each share of common stock owned by such holder on all matters properly brought before the annual meeting or at any adjournments or postponements.

All of our stockholders are invited to virtually attend the annual meeting. Whether or not you expect to attend the annual meeting, we urge you to complete, sign, date and promptly return the accompanying proxy card in the enclosed postage-paid envelope to assure your representation at the meeting. You may also vote by Internet at www.virtualshareholdermeeting.com/WHG2023 using the control number shown on your proxy card or voting instruction card. You can revoke your proxy at any time before it is voted by delivering written notice to our Corporate Secretary at our principal executive office located at 200 Crescent Court, Suite 1200, Dallas, Texas 75201, by signing and mailing to us a proxy bearing a later date, by changing your vote by Internet (if you voted by Internet) or by virtually attending the annual meeting and voting then.

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

This proxy statement and proxy card are being mailed to our stockholders on or about March 21, 2023.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding Internet Availability of Proxy Materials for the Stockholder Meeting to be Held on APRIL 26, 2023

The proxy materials for the Company's Annual Meeting of Stockholders, including the 2022 Annual Report to Stockholders, the Proxy Statement and any other additional soliciting materials, are available over the Internet by accessing our website at https://westwoodgroup.com/investor-relations/annual-reports/. Other information on our website does not constitute part of the Company's proxy materials.



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


Brian O. Casey
Chief Executive Officer

WESTWOOD HOLDINGS GROUP, INC.

PROXY STATEMENT FOR

2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 26, 2023

GENERAL QUESTIONS AND ANSWERS

The following questions and answers are intended to provide brief answers to frequently asked questions concerning the proposals described in this proxy statement and the proxy solicitation process. These questions and answers do not, and are not intended to, address all the questions that may be important to you. You should carefully read the remainder of this proxy statement. This proxy statement and the accompanying proxy card are being mailed to the stockholders of Westwood Holdings Group, Inc. ("Westwood," the "Company," "we," "us" or "our") on or about March 21, 2023.

THE ANNUAL MEETING


Q:			When and where is the annual meeting?


A:			The annual meeting will be held virtually on Wednesday, April 26, 2023, at 10:00 a.m., Central Time, at www.virtualshareholdermeeting.com/WHG2023.


Q:			What am I being asked to vote on?


A:	Our stockholders are being asked to vote on the following proposals at the annual meeting:
	•	Proposal 1 - To elect six directors to hold office until the next annual meeting of Westwood’s stockholders and until their respective successors shall have been duly elected and qualified; and
	•	Proposal 2 - To ratify the appointment of BDO USA, LLP ("BDO") as Westwood’s independent auditors for the year ending December 31, 2023; and
	•	Proposal 3 - To approve the Ninth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan; and
	•	Proposal 4 - To cast a non-binding, advisory vote on the Company's executive compensation; and
	•	Proposal 5 – To cast a non-binding, advisory vote on the frequency of future advisory votes on the Company's executive compensation.


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


A:			The Board of Directors recommends that you vote your shares (i) "FOR" each of the six director nominees for election to the Board of Directors, (ii) "FOR" the ratification of the appointment of BDO as Westwood’s independent auditors for the year ending December 31, 2023, (iii) "FOR" the approval of the Ninth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan, and (iv) "FOR" the approval, on a non-binding, advisory basis, of the Company’s executive compensation, and (v) "One Year" for the non-binding, advisory vote on the recommended frequency of future advisory votes on the Company's executive compensation.
			If you submit your properly executed proxy without voting instructions, your shares represented by that proxy will be voted as recommended by the Board of Directors.


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


A:			Stockholders of record at the close of business on March 6, 2023 (the "record date") are entitled to notice of, and to vote at, the virtual annual meeting and any adjournments or postponements thereof. A holder of shares of our common stock as of the record date is entitled to one vote at the meeting or by proxy for each share of common stock owned by such holder on all matters properly brought before the annual meeting or at any adjournments or postponements thereof. As of March 6, 2023, there were 9,245,779 shares of common stock outstanding and entitled to vote on each of the proposals.


Q:			What constitutes a quorum?


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


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


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


Q:			What is a broker non-vote?


A:			Generally, a broker non-vote occurs when a bank, broker or other nominee that holds shares in "street name" for customers is precluded from exercising voting discretion on a particular proposal because (i) the beneficial owner has not instructed the bank, broker or other nominee how to vote, and (ii) the bank, broker or other nominee lacks discretionary voting power to vote such shares. A bank, broker or other nominee does not have discretionary voting power with respect to the approval of "non-routine" matters absent specific voting instructions from the beneficial owners of such shares.
			Under applicable rules, Proposals 1, 3, 4 and 5 are considered "non-routine" matters, on which banks, brokers and other nominees are not allowed to vote unless they have received voting instructions from the beneficial owners of such shares. The proposal to ratify the appointment of BDO as Westwood’s independent auditors for the year ending December 31, 2023 (Proposal 2) is considered a routine matter on which banks, brokers and other nominees may vote in their discretion on behalf of beneficial owners who have not provided voting instructions. Your bank, broker or other nominee will send you instructions on how you can instruct them to vote on Proposal 2. If you do not provide voting instructions, your bank, broker or other nominee will have discretionary authority to vote your shares with respect to Proposal 2.


Q:			What vote is required to approve each proposal?


A:			Proposal 1: The election of directors requires the affirmative "FOR" vote of a majority of the shares present in person (or virtually) or represented by proxy and entitled to vote on the election of directors at the annual meeting at which a quorum is present. You may vote "FOR," “AGAINST” or "ABSTAIN" with respect to the election of each director nominee. Abstentions will have the effect of votes “AGAINST” a director nominee, and broker non-votes will have no effect on the outcome of the election of directors.
			Proposal 2: The ratification of the appointment of BDO as Westwood’s independent auditors for the year ending December 31, 2023 requires the affirmative "FOR" vote of a majority of the votes cast at the annual meeting. You may vote "FOR," “AGAINST” or "ABSTAIN" with respect to the ratification of our auditors. This proposal is considered a “routine” matter under applicable rules on which banks, brokers and other nominees may vote in their discretion on behalf of beneficial owners who have not provided voting instructions. Abstentions will have no effect on the outcome of this proposal.
			Proposal 3: The approval of the Ninth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan requires the affirmative "FOR" vote of a majority of the votes cast at the annual meeting. You may vote "FOR," “AGAINST” or "ABSTAIN" with respect to this proposal. As the approval of Proposal 3 is a non-routine matter under applicable rules, your bank, broker or other nominee cannot vote without instructions from you. A broker non-vote is not a vote cast under applicable law or applicable NYSE rules and will have no effect on the outcome of this proposal. An abstention, however, is a vote cast under applicable NYSE rules and, as a result, abstentions will have the effect of votes "AGAINST" this proposal.
			Proposal 4: The non-binding, advisory vote on the Company's executive compensation requires the affirmative "FOR" vote of a majority of the votes cast at the annual meeting. You may vote "FOR," “AGAINST” or "ABSTAIN" with respect to this proposal. As the advisory vote on the Company's executive compensation is a non-routine matter under applicable rules, your bank, broker or other nominee cannot vote without instructions from you. Abstentions and broker non-votes will have no effect on the outcome of this proposal.
			Proposal 5: The Board of Directors is seeking a non-binding, advisory vote on the recommended frequency for which the Company is to hold future stockholder advisory votes on the Company's executive compensation. Stockholders may indicate whether they recommend an advisory vote on our executive compensation once every one, two or three years or they may abstain from voting on this proposal. As the advisory vote on the frequency of future advisory votes on the Company's executive compensation is a non-routine matter under applicable rules, your bank, broker or other nominee cannot vote without instructions from you. Broker non-votes and abstentions will have no effect on the outcome of this proposal.

PROCEDURES FOR VOTING


Q:			Who is entitled to vote?


A:			Only stockholders of record as of the close of business on March 6, 2023, the record date, will be entitled to vote on the proposals at the annual meeting. Each share of common stock is entitled to one vote.


Q:			How do I vote?


A:			If you are the record holder of your shares, you can vote by attending the annual virtual meeting or by completing, signing and returning your proxy card in the enclosed postage-paid envelope. You can also vote by Internet at www.virtualshareholdermeeting.com/WHG2023 using the control number shown on your proxy card or voting instruction card.
			If your shares are held by your broker as your nominee (that is, in "street name"), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If your shares are held in street name, your proxy card may contain instructions from your broker that allow you to vote your shares using the Internet or telephone. Please consult with your broker if you have any questions regarding the electronic voting of your shares held in street name.


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


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

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


Q:			Is my vote confidential?


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

OUR CURRENT STOCK OWNERSHIP


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


A:			Collectively, our named executive officers and directors beneficially owned approximately 933,405 shares, or approximately 10.1%, of our outstanding common stock as of March 1, 2023.
			We believe that our executive officers and directors intend to vote their shares of our common stock on each of the proposals presented in this proxy statement as recommended by the Board of Directors.


Q:			Who are the largest principal stockholders?


A:			Based on our review of Schedule 13G, Schedule 13D and Form 13F filings, as of March 6, 2023, the ten institutional stockholders with the largest percentage ownership of our outstanding common stock were JCP Investment Management, LLC (9.1%), Allspring Global Investments Holding LLC (6.3%), DePrince, Race & Zollo, Inc. (6.0%), Renaissance Technologies LLC (4.9%), GAMCO Investors, Inc. (4.9%), The Vanguard Group, Inc. (3.8%), Dimensional Fund Advisors LP (2.7%), Luther King Capital Management Corp (2.6%), North Star Investment Management Corp. (2.4%) and BlackRock Fund Advisors (1.9%).
			Brian O. Casey, our Chief Executive Officer, owned 4.7%, and Susan M. Byrne, our Vice Chairman, owned 2.9% of our outstanding common stock as of March 1, 2023. Our employees and directors, including Mr. Casey, collectively owned approximately 28.0% of our outstanding common stock as of March 1, 2023.

OTHER INFORMATION


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


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


Q:			Who can help answer my additional questions?


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

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

This proxy statement contains important information that should be read before you vote on the proposals herein. You are strongly urged to read this proxy statement in its entirety. You are also strongly urged to read our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission ("SEC") on March 13, 2023 (the "2022 Form 10-K"), which is being sent to you with this proxy statement.

PROPOSAL 1:

Election of Directors

Our Bylaws provide that the Board of Directors of the Company (the "Board") will consist of between three and eleven directors, as may be determined from time to time by resolution of the Board. The Board has previously set the number of directors at eight but reduced the number of directors to six whose terms expire at the 2023 Annual Meeting. Each director elected at the 2023 Annual Meeting will serve until the 2024 Annual Meeting and thereafter until his or her successor has been elected and qualified or until the director's earlier death, resignation or removal. The Board of Directors has nominated the nominees listed below. Each nominee has consented to being named in this proxy statement and to serve if elected.

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

Each stockholder is entitled to cast one vote for each director nominee per share of common stock held by them at the close of business on March 6, 2023. The affirmative “FOR” vote of a majority of the shares present in person (or virtually) or represented by proxy and entitled to vote on the election of directors is required for the election of directors. Stockholders may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the election of each director nominee. Abstentions will have the same effect as votes against a director nominee, and broker non-votes will have no effect on the outcome of the election of directors.

Nominees

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

Name

Age

Position(s) With Westwood

Brian O. Casey

Chief Executive Officer and Director

Richard M. Frank

Chairman of the Board of Directors

Susan M. Byrne

Vice Chairman of the Board of Directors

Ellen H. Masterson

Director

Geoffrey R. Norman

Director

Randy A. Bowman

Director

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

FOR THE APPROVAL OF EACH OF THE DIRECTOR NOMINEES.

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

Brian O. Casey has served Westwood as Chief Executive Officer of Westwood since January 2006, as a director since its inception in December 2001, as President from December 2001 to May 2022, as Secretary from December 2001 to March 2014, and as Chief Operating Officer from 2001 to 2005. Mr. Casey has served as Chief Executive Officer of Westwood Management since January 2006, as a director since 2000, as President from 2002 to 2022, as Chief Operating Officer from 2000 to 2005, as Executive Vice President from 2000 to 2002, and as Vice President from 1992 to 1996. Mr. Casey has served as director of Westwood Trust since 1996 and also served as President of Westwood Trust from 1996 to 2013. Since 2002, Mr. Casey has served on the Tartan Board of Directors, a group exclusively devoted to raising money for the Texas Scottish Rite Hospital for Children. In 2020, he rejoined the board of the Baylor Health Care System Foundation, which helps raise money to support Baylor Health Care System’s mission of patient care, education, research and community service. Mr. Casey previously served on the Baylor Health Care System Foundation board from 2008 until 2017. In 2011, he was appointed to the Board of the Cooper Institute, an organization dedicated to scientific research in the field of preventative medicine and public health.

As the Chief Executive Officer of the Company with over 23 years in senior executive roles with the Company, Mr. Casey brings extensive knowledge of and experience with the Company and its business as well as valuable leadership and management skills. Mr. Casey has deep knowledge of the Company's operations, strategies and competitive environment as well as the asset management industry as a whole.

Richard M. Frank has served as a director of Westwood and Westwood Trust since February 2006, and as Chairman of the Board of Directors since May 2015. Mr. Frank was previously employed by CEC Entertainment, Inc. (“CEC”), a Dallas-based company that operates a chain of pizza and children’s entertainment restaurants, until his retirement in March 2014. CEC was an NYSE-listed company until February 2014. From December 2008 until February 2014, he served as Executive Chairman of the Board of CEC. Mr. Frank served CEC as a director from June 1985 to February 2014, as Chairman of the Board and Chief Executive Officer from March 1986 to December 2008, and as President and Chief Operating Officer from June 1985 to October 1988. Prior to CEC, Mr. Frank served for 12 years as Chief Operating Officer of S&A Restaurant Co., a subsidiary of the Pillsbury Company.

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

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

As the Founder and Vice Chairman of the Board of the Company and reflecting her tenure with the Company and its subsidiaries for over 39 years, Ms. Byrne brings extensive knowledge of and experience with the Company and its business as well as valuable leadership and management experience. Ms. Byrne has deep knowledge of the Company's operations, strategies and competitive environment as well as the asset management industry as a whole. With over 50 years of experience in the investment management business, Ms. Byrne is uniquely qualified to provide insight to the Board on the Company's investment management strategies and operations.

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

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

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

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

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

Mr. Bowman brings business development, operational and strategic expertise as a result of his seventeen years owning and presiding over a successful logistics company, and experience with sophisticated corporate transactions from twelve years as a former corporate finance lawyer. As former Chair of the City of Dallas Employee Retirement Fund, he brings substantial knowledge of oversight of investment management and allocation from a plan sponsor perspective. Mr. Bowman also has

extensive civic and community knowledge, reputation and relationship capital through his nonprofit service, having founded AT LAST! and served as Chair of multiple high-impact nonprofit organizations.

Corporate Governance Information

The Board of Directors held eight meetings during 2022. All incumbent director nominees attended all meetings held in 2022 during their respective appointments. The standing committees of the Board of Directors currently consist of the Audit Committee, the Compensation and Human Capital Committee and the Governance/Nominating Committee. The membership and duties of these committees are described below.

Independent Directors(1)

Audit

Committee

Compensation and Human Capital
Committee

Governance/Nominating

Committee

Richard M. Frank(2)

Ellen H. Masterson(3)

Geoffrey R. Norman(3)

Randy A. Bowman

Raymond E. Wooldridge(4)

___________________

M Committee member

C Committee chair

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

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

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

(4) Raymond E. Wooldridge served as a director and was a member of the Audit, Compensation and Human Capital, and Governance/Nominating Committees until the 2022 Annual Shareholders Meeting, at which time he did not stand for re-election.

Board Committees

Audit Committee. The Audit Committee operates pursuant to a charter approved by our Board of Directors, which the Audit Committee reviews periodically to determine if revisions are necessary or appropriate. A copy of the charter is posted on our website at westwoodgroup.com. In addition, a copy of the charter is available upon written request to our Corporate Secretary at our principal executive office (200 Crescent Court, Suite 1200, Dallas, Texas 75201). The Audit Committee monitors our independent auditors as well as the preparation of our financial statements and our system of internal control over financial reporting. The Audit Committee selects an independent accounting firm to conduct the annual audit, monitors the independence of our independent accountants, monitors our accounting and financial reporting processes and the audits of our financial statements. The Audit Committee is responsible for reviewing reports from management relating to our financial condition and other matters that may have a material impact on our financial statements and compliance policies. The Audit Committee is responsible for asking our management and independent auditors about the appropriateness of the accounting principles we follow, as well as reviewing changes in accounting principles and their impact on our financial statements in terms of the scope of audits conducted or scheduled to be conducted. The Audit Committee is further responsible for preparing a report stating, among other things, whether our audited financial statements should be included in our Annual Report on Form 10-K. Finally, the Audit Committee evaluates the adequacy and effectiveness of our risk assessment, risk management policies, cybersecurity testing and policies, and overall enterprise risk management, including Environmental, Social and Governance ("ESG"). The Audit Committee met five times during 2022. Mr. Wooldridge did not stand for re-election at the 2022 Annual Shareholder meeting and therefore did not attend Audit Committee meetings following the February meeting. All other members of the Audit Committee attended all meetings held in 2022 during their respective appointments.

Compensation and Human Capital Committee. The Compensation and Human Capital Committee operates pursuant to a charter approved by our Board of Directors, which the Compensation and Human Capital Committee reviews periodically to determine if revisions are necessary or appropriate. A copy of the charter is posted on our website at westwoodgroup.com. In addition, a copy of the charter is available upon written request to our Corporate Secretary at our principal executive office (200 Crescent Court, Suite 1200, Dallas, Texas 75201). The Compensation and Human Capital Committee supports the Board of Directors by establishing the Company’s executive compensation philosophy and objectives, overseeing the development and implementation of the Company’s compensation, benefits and retirement policies and programs, reviewing and approving Company and individual goals relevant to the compensation of the CEO and other executive officers, recommending the compensation of the CEO for approval by the Board of Directors, and determining and administering the compensation for our other executive officers. In addition, the Compensation and Human Capital Committee oversees the Company’s incentive compensation plans, determines any incentive awards to be made to our officers, oversees our stock incentive and other equity ownership plans, reviews management development and succession plans related to executive officers, reviews the Company’s human capital initiatives related to diversity, equity and inclusion programs and other workforce initiatives, as well as oversees other matters relating to compensation and benefits. The Compensation and Human Capital Committee met five times during 2022. Mr. Wooldridge did not stand for re-election at the 2022 Annual Shareholder meeting and therefore did not attend

Compensation and Human Capital Committee meetings after the February meeting. All other members of the Compensation and Human Capital Committee attended all meetings held in 2022 during their respective appointments.

The CEO, who is not a member of the Compensation and Human Capital Committee, attended all of the Committee’s meetings held in 2022 in order to contribute to and understand the Committee’s oversight of our executive compensation. The CEO did not attend portions of meetings relating to his own compensation. The Compensation and Human Capital Committee regularly conducts executive sessions without management present.

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

The Compensation and Human Capital Committee retained Meridian Compensation Partners, LLC (“Meridian”) in 2022 to serve as an independent consultant to the Committee regarding executive compensation. The Committee did not direct Meridian to perform its services in any particular manner or under any particular method. The Committee has the final authority to retain the compensation consultant and it evaluates the compensation consultant annually. Meridian does not provide any services to the Company other than as an advisor to the Committee and the Committee has determined that no conflicts of interest exist as a result of the engagement of Meridian.

Governance/Nominating Committee. The Governance/Nominating Committee operates pursuant to a charter approved by our Board of Directors, which the Governance/Nominating Committee reviews periodically to determine if revisions are necessary or appropriate. A copy of the charter is posted on our website at westwoodgroup.com. In addition, a copy of the charter is available upon written request to our Corporate Secretary at our principal executive office (200 Crescent Court, Suite 1200, Dallas, Texas 75201). The primary function of the Governance/Nominating Committee is to develop and oversee the application of corporate governance principles to Westwood, to identify and evaluate qualified candidates for Board membership, recommend director nominees to the Board to be voted on at the annual meeting of stockholders, and communicate with members of the Board regarding Board and committee meeting format and procedures. The Governance/Nominating Committee met four times during 2022. Mr. Wooldridge did not stand for re-election at the 2022 Annual Shareholder meeting and therefore did not attend Governance/Nominating Committee meetings after the February meeting. All other members of the Governance/Nominating Committee attended all meetings held in 2022 during their respective appointments.

Director Independence

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

Pursuant to our Corporate Governance Guidelines, a majority of the members of our Board, as well as all members of each committee of the Board, must be non-management directors who meet the "independence" requirements of the NYSE Corporate Governance Listing Standards and other governing laws and regulations. In addition, all members of the Audit Committee must meet additional "independence" standards required under the Exchange Act. Our Board of Directors reviews director independence annually. In the 2022 review, the Board reviewed directors' responses to a questionnaire asking about their relationships, and the relationships of their family members, with us, and other potential conflicts of interest. Our Board is aware that some of our directors and individuals or entities affiliated with such directors have asset management accounts held by one of our subsidiaries and managed by us. Our Board of Directors reviewed 2022 donations made during 2022 by Messrs. Casey, Norman and Ms. Byrne to AT LAST! and did not consider the donations to be an impairment of Mr. Bowman’s independence. After noting such items, our Board of Directors unanimously determined that none of these relationships constituted a material relationship with us that would affect the “independence” of any such director under SEC and NYSE rules.

The Board affirmatively determined that Messrs. Frank, Norman, Bowman and Ms. Masterson are “independent” as defined under SEC and NYSE rules. Ms. Byrne, who currently serves as a consultant to the Company, and Mr. Casey, who served as an executive officer of the Company during 2022, are not independent directors.

Board Leadership Structure

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

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

Board's Role in Risk Oversight

The Board’s role in the Company’s risk oversight process includes receiving regular reports from members of senior management on the Company’s enterprise risk management committee regarding areas of material risk to the Company, including operational, financial, legal and regulatory, cybersecurity, ESG and strategic risks. The Audit Committee is responsible for oversight of risks relating to accounting matters, financial reporting, cybersecurity and legal and regulatory compliance. To satisfy these oversight responsibilities, the Audit Committee meets regularly with management, the Company's internal auditor and BDO, the Company's independent auditor. The Audit Committee also oversees and approves the engagement of a third-party service provider to perform cybersecurity assistance services and cybersecurity testing throughout the year. The Compensation and Human Capital Committee is responsible for overseeing risks relating to employment policies and the Company's compensation and benefits programs, including diversity, equity and inclusion. To satisfy these oversight responsibilities, the Compensation and Human Capital Committee meets regularly with management to understand the implications of compensation decisions, particularly the risks the Company’s compensation policies may pose to the Company’s financial condition, human resources and stockholders. The Governance/Nominating Committee is responsible for overseeing risks relating to overall corporate governance and succession planning. To satisfy these oversight responsibilities, the Governance/Nominating Committee annually reviews Board composition, as well as Board and committee performance, and periodically reports to the Board on corporate governance and succession planning matters.

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

Risks Related to Compensation Policies and Practices

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

•Overall compensation levels that are competitive with the market;

•Limits on annual cash incentive awards;

•Discretionary authority to reduce annual cash incentive awards;

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

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

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

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

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

Environmental, Social and Governance

ESG Core Principles

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

At Westwood, impacted by cultural shifts affecting the industry as well as by Covid, we have reflected on and further refined the criteria that we believe will keep us relevant. Our ESG focus is guided by the following six pillars:

1.Environmental impact;

2.Diversity, equity and inclusion;

3.Community;

4.Responsible investing;

5.Privacy and data protection; and

6.Governance.

We consider ESG issues not only in our investment process but also in our daily business lives because it makes good business sense to do so. It enables us to create an environment that values true diversity, inclusiveness and transparency and ultimately it supports employee growth over the long term.

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

Being an active manager describes more than our approach to investing. It also sums up how we run our business as a publicly traded company. Our focus on transparency, corporate governance, life principles, ethical conduct and giving back to our communities is central to our values. Diversity is also an important part of our culture: approximately 43% of our employees are women, including 33% at or above the Vice President level and about 25% of our employees self-identify as members of minority communities.

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

Governance

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

The Responsible Investment Committee directs the maintenance, development and implementation of investment practices to support our ESG policy. The Corporate Responsibility Committee oversees and implements our corporate sustainability strategy and ESG policies, engaging leadership across corporate functions to provide oversight and strategic guidance. Westwood has embraced Diversity, Equity and Inclusion as an essential part of our history, culture and identity. We support opportunity for individuals from all backgrounds and are committed to fostering an environment that values unique ideas, perspectives and experiences. In such an environment, we want all of our employees to feel valued, included and empowered to do their best work and deliver the best possible service to our clients.

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

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

•Creating an inclusive work environment that ensures equal opportunity for professional growth and advancement.

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

ESG Integration

Across all our strategies, our ESG analysis focuses on material factors. We acknowledge that fundamental ESG analysis is highly nuanced by security (sector, size, geography) and investment strategy (holding period, position size, share rights). The specifics of integration and execution are at the discretion of the investment teams.

ESG analysis is performed by our industry analysts during the first step of our fundamental investment process in which analysts conduct deep, forward-looking research. As part of this process, our analysts meet with management and investor relations at target companies to understand their business strategy and financial strength. When ESG issues are of specific concern, our team identifies the target company’s plans to address them and establishes a “tracking” perspective to monitor their progress. Analysts have access to multiple third-party ESG metric providers and often generate their own inputs which are integrated into a proprietary financial statement projection as part of our investment recommendation.

Proxy Voting

Westwood treats proxy voting rights as valuable portfolio assets. Our overarching principle is to exercise voting responsibilities solely in the best interests of our clients. We view proxy voting as a way to address corporate governance issues and to encourage corporate actions that enhance stockholder value. Westwood uses guidelines from a third-party proxy research service, Glass-Lewis, that we believe create value for our clients. The Investment Operations Team oversees the implementation of our proxy voting policy. Our Corporate Responsibility Committee, in collaboration with our investment team’s bi-monthly review of ballots, confirms that Westwood’s proxy voting ESG guidelines generally match the Glass-Lewis policy, which is to vote in favor when a clear link exists between the proposal and value enhancement or risk mitigation to stockholders. Our goal is to vote all proxies and, although we generally agree with the recommendations of our proxy research service, we will vote against Glass-Lewis recommendations when we believe it to be in our clients’ best interests. An annual summary of voting is sent to each client for whom proxies are voted.

Social Impact and Corporate Giving

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

Environment

At Westwood, the ways in which we care about our communities and the world around us include our initiative to calculate our carbon footprint and buy offsetting carbon credits. In addition to a 6% carbon footprint reduction from air travel in 2022 vs. 2021, despite a pickup in business travel, Westwood purchased carbon credits to offset the remaining annual carbon footprint generated by air travel. Our Green Committee establishes initiatives to support this important work.

Stockholder Recommendations for Director Candidates

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

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

Under our Bylaws, stockholders can nominate persons for election to our Board of Directors. Any director nomination must comply with the requirements set forth in our Bylaws and must be received by our Corporate Secretary at our principal executive offices not later than the close of business on January 26, 2024 and not earlier than the close of business on December 27, 2023. In the event that the date of the 2024 annual meeting of stockholders is more than 30 days before or more than 60 days after the one-year anniversary of the 2023 Annual Meeting of Stockholders, notice of such stockholder proposal must be received no earlier than the close of business on the 120th day before 2024 annual meeting of stockholders and no later than the close of business on the later of the two following dates: the 90th day prior to 2024 annual meeting of stockholders, or the 10th day following the day on which public announcement of the date our 2024 annual meeting of stockholders is first made.

For the 2023 Annual Meeting, our Governance/Nominating Committee has not received a candidate recommendation or nomination from any stockholder (or group of stockholders), including any stockholder (or group of stockholders) that beneficially owns more than five percent of our common stock.

Communications with the Board

Stockholders or other interested parties may communicate with the Board of Directors or particular Board members (including our Chairman or non-management directors as a group) by mailing a written communication to our Corporate Compliance Officer at 200 Crescent Court, Suite 1200, Dallas, Texas 75201, by email to legal@westwoodgroup.com or by telephone to 214-756-6900. All communications are received and processed by the Corporate Compliance Officer before being referred to the appropriate Board member(s). Complaints relating to our accounting, internal controls or auditing matters, and concerns regarding questionable accounting or auditing matters, are referred to the Chairman of the Audit Committee. Other communications intended for the Board of Directors at large are referred to our Chairman, while communications intended for

specific Board members are referred to those Board members. Advertisements, solicitations for periodicals or other subscriptions, and similar communications are not forwarded to Board members. In the event that a complaint or concern appears to involve the Corporate Compliance Officer, the stockholder or other interested party is encouraged to contact directly the Chairman of the Audit Committee, Ellen H. Masterson at emasterson@westwoodgroup.com.

Stockholders may also communicate with Board members at the annual meetings of stockholders, as it is our policy that Board members should attend such meetings and make themselves available to address any matters properly brought before the meetings. Instructions for methods to communicate with Board members at any virtual annual meeting of stockholders will be explained at the outset of the meeting. All of our Board members attended the 2022 annual meeting of stockholders.

Code of Business Conduct

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

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

Director Compensation

For 2022, we paid each non-employee member of our Board of Directors a $62,000 annual retainer. The Chairman of the Board received an additional $20,000 annual retainer, the committee chairs for the Audit and Compensation and Human Capital Committees each received an additional $15,000 annual retainer and the committee chair for the Governance/Nominating Committee received an additional $5,000 annual retainer. There are no specific fees for attendance at Board or committee meetings. Additionally, upon election or re-election as a member of our Board of Directors, each non-employee director is awarded restricted shares of our common stock, which generally vest 12 months from the date of grant. Each restricted share award is made in a number of shares equal in value to $95,000 on the date of the award. Stock awards include a $90,000 award for each non-employee director and a $5,000 award for each non-employee director serving on the separate Board of Directors for Westwood Trust.

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

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

2022 Director Summary Compensation Table


Name	Fees Earned or Paid in Cash ($)	All Other Compensation ($) (1)	Stock Awards ($) (2)	Total ($)
Susan M. Byrne	62,000	102,048	95,000	259,048
Richard M. Frank	85,750	5,000	95,000	185,750
Ellen H. Masterson	77,000	5,000	95,000	177,000
Geoffrey R. Norman	73,250	5,000	95,000	173,250
Randy A. Bowman	65,750	5,000	95,000	165,750
Raymond E. Wooldridge(3)	34,000	1,250	0	35,250

_______________________________

(1) Susan M. Byrne earned $97,048 as a consultant for the Company for 2022. Each non-employee director also earns a $1,000 annual retainer and $1,000 for each regularly scheduled quarterly meeting for serving on the separate Board of Directors of Westwood Trust.

(2) Stock awards include a $90,000 award for each non-employee director and a $5,000 award for each non-employee director serving on the separate Board of Directors for Westwood Trust. Stock awards reflect the grant date fair value of the time-based restricted stock granted to directors in 2022 in

accordance with Accounting Standards Codification Topic 718 ("ASC 718"), "Stock Compensation." The assumptions used in the valuation of the restricted stock awards are discussed in Note 10 "Employee Benefits" of our audited financial statements, which are included in our 2022 Annual Report on Form 10-K. All restricted stock grants were made under the Eighth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan, as amended, and are subject to a one-year vesting period as described above.

(3) Raymond E. Wooldridge did not stand for re-election at the 2022 Annual Meeting of Stockholders held in April 2022.

As of December 31, 2022, our directors, other than Brian O. Casey, held the following unvested restricted stock:


Name						Unvested Restricted Stock
Susan M. Byrne(1)						5,898
Richard M. Frank(1)						5,898
Ellen H. Masterson(1)						5,898
Geoffrey R. Norman(1)						5,898
Randy A. Bowman(1)						5,898

_______________________________

(1) Issued on April 27, 2022 with a vesting date of April 27, 2023, subject to such director's continued service as a director through the vesting date.

EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES

Biographical information regarding Westwood's executive officers and other key employees during 2022 is as follows:

Brian O. Casey, age 59. See biographical information in the "Proposal 1 – Election of Directors" section.

Murray "Terry" Forbes III, age 45, has served as Senior Vice President, Chief Financial Officer and Treasurer since November 2018. Previously, he served as Vice President of Finance from 2014 to 2018. Prior to joining Westwood, Mr. Forbes served as Senior Director and Assistant Controller of CEC. CEC was an NYSE-listed company until 2014. From 2000 to 2012, he was with KPMG LLP, most recently as an audit senior manager. Mr. Forbes earned a B.B.A. in Accounting from the University of Richmond and he is a Certified Public Accountant (inactive).

Fabian Gomez, age 57, has served as President of Westwood since May 2022. He previously served as Senior Vice President, Chief Operating Officer from 2018 to May 2022. He served as Chief Information Officer from 2015 and as Director of Operations beginning in 2016. Before joining Westwood, Mr. Gomez worked at Invesco Ltd. as Global Head of Equity and Alternative Investment Applications responsible for strategic planning, oversight of all major project initiatives, and staff development at a global level. Mr. Gomez worked at McDonnell Investment Management for six years as a Managing Director and Chief Information Officer and also worked for Nuveen Investments, Morgan Stanley Investment Management and Van Kampen Funds. Mr. Gomez earned an MBA in Finance and International Management from Rice University Business School and a B.A. in Biology from The University of Texas at Austin.

J. Porter Montgomery, age 46, has served as Senior Vice President, Chief Operating Officer of Westwood since May 2022. Previously, he served as President of Wealth Management – Dallas from 2017 to May 2022. He held positions of increasing responsibility at Westwood Trust starting in 2010, when he joined the group as Vice President, Trust & Investment until his promotion in 2016 to Senior Vice President, and later Chief Operating Officer of Westwood Trust responsible for day-to-day operations of the trust company. He initially joined Westwood in 2003 as an Associate, Finance & Administration. Prior to Westwood, Mr. Montgomery served as Vice President of Trading at Ognisty Capital Management and also worked for SWS Securities. Mr. Montgomery earned his MBA from the University of Dallas and his B.S. in Business Administration from The University of Arkansas.

Julie K. Gerron, age 55, has served as Senior Vice President, General Counsel of Westwood since 2013, Chief Compliance Officer since 2017, and Corporate Secretary since 2014. Previously, she served as Vice President, General Counsel from 2007 to 2013, as Vice President, Assistant General Counsel from 2005 to 2007, and as Vice President, Research Analyst from 2004 to 2005. Prior to Westwood, Ms. Gerron worked as a portfolio manager at Smith & Summers LLC from 1998 to 2004. From 1992 to 1998, she worked for branches of the State of Oklahoma government, including Assistant Attorney General, Deputy General Counsel of the Insurance Department, and Special Counsel to the Executive Director of the House of Representatives. Ms. Gerron earned a J.D. from the University of Texas School of Law and a B.B.A. in Finance from the University of Texas – Austin. She is a member of the State Bars of Texas and Oklahoma and is a member of the Texas State Bar Association. Ms. Gerron achieved the designation of Chartered Financial Analyst in 2003 and is a member of the CFA Institute.

Leah Bennett, age 54, has served as President, Westwood Wealth Management since May 2022. From 2018 to May 2022, she served as President of Westwood Wealth Management – Houston, and from 2016 to 2018 as Vice President, Trust Officer. Prior to Westwood, Ms. Bennett was Co-Chief Investment Officer at South Texas Money Management, Managing Director and Chief Investment Officer at King Investment Advisors, Inc. and a Research Analyst for Capital Research & Management. Ms. Bennet earned her B.S in Economics from Texas A&M University.

Adrian Helfert, age 50, has served as Senior Vice President, Chief Investment Officer of Multi-Asset Portfolios since March 2021. Previously, he served as Director of Multi-Asset Portfolios since joining Westwood in January 2019. Prior to Westwood, Mr. Helfert worked as Managing Director and Head of Global Fixed Income, USA for Amundi Smith Breeden in London from, spending a total of 13 years with Amundi in multiple roles in various countries. From 2004 to 2006, he worked at Royal Bank of Scotland, and from 1998 to 2000, he was with the Asset Management Group at JPMorgan. Mr. Helfert earned his MBA from Duke University and his BA in physics from the University of Virginia, where he was awarded a fellowship for his work in Solid State Physics. He also served in the U.S. Navy/Marine Corps as a Combat Medic.

Matthew R. Lockridge, age 43, has served as Senior Vice President, Head of U.S. Value Products since March 2022. Previously, he served as Senior Vice President, co-Director of Equity Portfolios and Senior Portfolio Manager from 2018 to March 2022, as Senior Vice President, Senior Portfolio and Analyst from 2015 to 2018, and as Vice President, Research Analyst from 2010 to 2015. Prior to Westwood, Mr. Lockridge worked as a Managing Director and Partner at Dearborn Partners, LLC, from 2004 to 2010. From 2001 to 2004, he worked as a Senior Consultant at Arthur Anderson, LLP and also Deloitte Consulting, LLP. Mr. Lockridge earned his MBA with a concentration in Finance and Accounting from the University of Chicago Booth School of Business and received a BBA in Finance from Southern Methodist University.

There are no family relationships among the directors, executive officers and other key employees of Westwood, except as described here and under "Certain Relationships and Related Party Transactions – Review and Approval of Related Party Transactions" John Porter Montgomery, the stepson of our Vice Chairman Ms. Byrne, was employed by Westwood Holdings Group, Inc., throughout 2022 and received total compensation of $509,967. He currently serves as Chief Operating Officer and is compensated in a manner consistent with our policies that apply to all employees.

EXECUTIVE COMPENSATION

Executive Summary

The Company is a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Securities and Exchange Act of 1934 and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow the Company to provide less detail about its executive compensation program, the Compensation and Human Capital Committee is committed to providing the information necessary to help stockholders understand its executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe the 2022 executive compensation program for our named executive officers.

Named Executive Officers

This section provides information regarding our executive compensation program in 2022 for the following executive officers of the Company (collectively, the "named executive officers"):


Name						Position
Brian O. Casey						Chief Executive Officer
Fabian Gomez						President
Leah Bennett						President, Westwood Wealth Management

Fiscal Year 2022 Performance Highlights

Highlights of our 2022 performance include:

•We closed the acquisition of Salient Partners’ asset management business (Salient) in November 2022, brining differentiated investment strategies, expanded distribution, and highly accretive earnings

•After year-end, we increased our ownership of Broadmark Asset Management - Salient’s tactical asset affiliate - to approximately 80%

•Driven by the Salient acquisition, assets under management and advisement increased 10%

•Numerous investment strategies beat their primary benchmarks and delivered strong, competitive performance

•The net loss of $4.6 million was driven by depressed market conditions and one-time Salient acquisition expenses

•Headcount increased from 128 employees to 152 employees at year-end, reflecting the addition of Salient personnel as part of the acquisition

•We held $39.2 million in cash and short-term investments at year end and have no debt

•We paid out $5.6 million in dividends to shareowners during 2022

Key 2022 Compensation Decisions for Named Executive Officers

Executive compensation was determined based on the performance objectives developed at the beginning of the year listed below in the Summary Compensation section. Due to lower revenues, the overall bonus pool declined by approximately 25% and executive compensation decreased accordingly. The successful acquisition of Salient and Broadmark played a large role in determining compensation for Messrs. Casey and Gomez. Ms. Bennett’s compensation is determined based on the Wealth Management Revenue Share objectives listed below. While some objectives were not met, Ms. Bennett represents a strong asset for Wealth Management and, having been promoted to her new position as President of Wealth Management mid-year, she did not have a full year to implement her plans. Accordingly, the Company decided to award Ms. Bennett a combined incentivization and retention bonus.

Overview of our Executive Compensation Program

The intellectual capabilities of our employees are among our most important assets. Our financial results primarily depend on the level of assets we manage, which reflects our generating competitive long-term investment performance, building strong relationships with clients, investment consulting firms and other financial intermediaries, providing attentive client service, and developing new client relationships.

We believe that the quality, expertise and commitment of our named executive officers are critical to delivering superior long-term results to our clients and shareholders and to achieving our overall business objectives. Our executive compensation program therefore aims to deliver competitive total direct compensation (i.e., base salary, annual cash incentive awards, and long-term equity awards) that attract, motivate and retain the talented executives who contribute to our success.

Our executive compensation and related governance policies and practices are designed to reward the named executive officers for achieving the strategic and operational goals we believe will lead to increases in stockholder returns, while discouraging unnecessary or excessive risk taking. They incorporate many best practices, including the following:


What We Do			What We Do Not Do
ü Variable "at risk" compensation targeted at a significantly larger share vs. fixed base salary			û We do not provide significant perquisites to executives
ü Compensation aligned with performance achievements			û We prohibit hedging and short-sales of Company stock by executives and directors
ü Incentive plan payouts capped on amounts that executives can earn			û We discourage executives and directors from pledging Company stock or holding shares in a margin account
ü Change-in-control severance is a "double trigger" for our CEO			û We do not pay dividends on unvested equity-based compensation awards
ü Officers and directors are required to own significant amounts of Company stock			û We prohibit repricing of stock options without stockholder approval
ü Clawback policy allows recovery of incentives for financial restatements due to misconduct or fraud			û We do not gross-up change-in-control related benefits for excise tax
ü Appropriate post-employment and change-in-control arrangements
ü McLagan Partners survey results used for competitive compensation market data

Compensation Philosophy and Objectives

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

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

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

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

As an executive's leadership role expands in scope, duties and responsibilities, we believe that (1) an increasing share of total targeted compensation should be performance-based, (2) compensation plans should incentivize retention of key executives, and (3) base salary should be a relatively smaller portion of total targeted compensation. We further believe that a named executive officer's compensation should reflect a mix of Company and individual performance. In 2022, Mr. Casey’s compensation continued to align his interests with other stockholders as well as with our compensation philosophy as he received both a cash incentive and long-term stock incentive awards.

Market Compensation Data.

The Compensation and Human Capital Committee reviewed market compensation data obtained from the McLagan 2022 Survey–U.S., a widely-used source for compensation information for public and private investment firms (the "McLagan Survey"), primarily focusing on firms with assets under management below $15 billion.

The McLagan Survey provides compensation details for investment management employees in greater depth than those available from public peers and focuses specifically on the asset management industry. The McLagan Survey provides market compensation data for 157 public and private investment management firms. Confidentiality obligations to McLagan Partners and its survey participants prevent disclosure of the firms included in the survey. The Committee considers the market compensation data derived from the McLagan Survey to be relevant. The Committee refers to this source of information to ensure, in its subjective judgment, that individual pay components remain competitive. The Committee does not target any individual pay component of the named executive officers to fall within a specific range or percentile of the market compensation data derived from the McLagan Survey.

2022 Summary Compensation Table

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


					Non-Equity
					Incentive	All
				Stock	Plan	Other
		Salary		Awards	Compensation	Compensation
Name and		($)	Bonus	($)	($)	($)	Total
Principal Position	Year	(c)	($)	(e)	(f)	(g)	($)
(a)	(b)	(1)	(d)	(2)	(3)	(4)	(h)
Brian O. Casey	2022	750,000	—	312,500	281,250	18,300	1,362,050
Chief Executive Officer	2021	750,000	937,500	—	—	17,400	1,704,900
	2020	733,333	—	—	—	17,100	750,433
Fabian Gomez	2022	347,916	—	257,813	200,000	18,300	824,029
President	2021	275,000	282,813	225,000	—	17,400	800,213
	2020	272,500	225,000	250,000	—	17,100	764,600
Leah Bennett	2022	244,792	—	235,000	100,000	124,395	704,187
President, Westwood Wealth Management

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

(2) Restricted stock awards are typically given in arrears for preceding year performance. The awards for 2022 performance were granted in February 2023 and will not be shown in the above table until the 2024 proxy. The grants shown in 2022 were for the 2021 performance year, the grant shown in 2021 was for the 2020 performance year, and the grant shown in 2020 was for the 2019 performance year.

For 2022, the amounts contained in column (e) reflect (i) for Mr. Casey, the grant date fair value of his time-vested restricted stock award (18,657 shares) (ii) for Mr. Gomez, the grant date fair value of his time-vested restricted stock award (15,392 shares), and (iii) for Ms. Bennett, the grant date fair value of her time-vested restricted stock award (14,030 shares).

For 2021, the amounts contained in column (e) reflect (i) no restricted stock award granted for Mr. Casey and (ii) for Mr. Gomez, the grant date fair value of his time-vested restricted stock award (13,128 shares).

For 2020, the amounts contained in column (e) reflect (i) no restricted stock award granted for Mr. Casey and (ii) for Mr. Gomez, the grant date fair value of his time-vested restricted stock award (9,036 shares).

The above grant date fair values reported in column (e) were calculated in accordance with Accounting Standards Codification Topic 718 ("ASC 718"), "Stock Compensation." The assumptions used in the valuation of the time-vested restricted stock awards are discussed in Note 7 "Employee Benefits" of our audited financial statements, which are included in our 2022 Form 10-K. See the "Executive Compensation" section above for a further description of these restricted stock awards.

Amounts reported in the stock awards column of the Summary Compensation Tables set forth in the Company’s 2021 and 2022 proxy statements included the grant date fair values of restricted stock awards that were granted shortly after the end of the applicable covered year, but which were determined based on the applicable named executive officer’s performance for the covered year. Pursuant to Item 402(c)(2)(v) of SEC Regulation S-K, amounts reported in the stock awards column in the Summary Compensation Table above have been revised to report the grant date fair value of each restricted stock award in the year in which the award was granted.

(3) For 2022, the amounts for Messrs. Casey and Gomez and Ms. Bennett reflect the cash payments made under our executive compensation program Each of these payments was approved in 2023.

(4) Amounts in column (g) reflect each named executive officer’s 401(k) Company matching contribution. See "Other Benefits and Perquisites" below for a description of plan contributions. They also reflect commission payments made to Ms. Bennett under the New Business Incentive Program for Wealth Management. Ms. Bennett’s 401(k) Company matching contribution was $18,300 and commission payments were $106,095.

Narrative Disclosure to Summary Compensation Table

For 2022, the principal components of compensation for our named executive officers were base salary, an annual cash incentive award, a long-term equity award paid in restricted stock, commission payments, and employee and post-retirement benefits as further described below. 48% of average 2022 direct compensation for the named executive officers represented "at risk" compensation delivered in the form of performance-based annual cash incentive awards and time-based long-term equity awards.

Base Salary

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

Salary levels are typically addressed annually as part of our performance review process, as well as upon promotions, changes in job responsibilities, or in connection with the terms of initial employment. In connection with their May 2022 promotions, Mr. Gomez and Ms. Bennett received base salary increases of 45% and 20%, respectively, to align their base compensation with market practice and in recognition of the extensive experience, skill and knowledge they bring to their respective new positions as President of Westwood and President of Westwood Wealth Management.

Annual Cash Incentive Awards

The Compensation and Human Capital Committee sets performance objectives and subsequently approves annual cash incentive awards for each of our named executive officers. These awards are intended to focus the named executive officers

on achieving short-term business objectives and strategies and enable them to participate in our growth and profitability. The Committee reviews mid-year and end-of-year performance against objectives and determines annual incentive payouts.

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

The annual target compensation for the CEO and our other named executive officers for 2022 follows:


			Maximum
			Earnings	Annual
			Potential	Bonus	Achievement
Name	Performance Objectives	Weight	(1)	Target	(2)	Incentive
	Financial Goal: Economic Earnings
		75%	150%	$562,500	Missed Expectations	$0
Brian O. Casey	Strategic Goal: Close strategic acquisition; retain clients & personnel; develop new products and services; implement major reorganization
		25%	150%	$187,500	Exceeded Expectations	$281,250


	Department goals	75%	100%	$225,000	Met Expectations	$225,000
Fabian Gomez	Corporate strategic goals	12.5%	100%	$37,500	Exceeded Expectations	$37,500
	Corporate financial results	12.5%	125%	$37,500	Missed Expectations	$0

	Wealth Management Revenue Share: Margin; new client AUM growth; AUM retention; team morale; expense control
Leah Bennett			31% of Net		Partially Met Expectations	$100,000
			Revenue

(1) Ms. Bennett’s incentive compensation is based upon the Wealth Revenue Share Plan which generates a pool for the entire Wealth team. The percentage shown is maximum percent payout for the plan.

(2) Mr. Gomez’s achievement reflects what he earned with his objectives. However, due to the decrease in bonus pool, senior leaders of the Company received reduced incentive.

Long-Term Equity Awards

Each year, the Compensation and Human Capital Committee determines long-term equity awards for our named executive officers under the Westwood Holdings Group, Inc. Stock Incentive Plan (the "Stock Incentive Plan"). These awards are intended to attract, retain and motivate our named executive officers and focus them on achieving short- and long-term performance goals and financial results. The Committee also performs periodic benchmarking against peers.

The Stock Incentive Plan authorizes several types of equity awards, however, the Compensation and Human Capital Committee awarded only time-based stock awards to named executive officers in 2022 for 2021 performance.

Dividends on restricted stock awards are accrued and paid when underlying restricted shares vest. Accrued dividends on forfeited shares are not paid. Restricted shares may not be sold, transferred, or pledged during the restricted period.

In 2022, the vesting schedule for grants approved at the regular Compensation and Human Capital Committee meeting held on February 8, 2022 and issued on February 23, 2022 were as follows:

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

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

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

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

•Overall company performance in 2021;

•Performance and accomplishments of individuals in 2021;

•Market data;

•Overall Company dilution and share utilization;

•The Company's stock price performance; and

•The size of historical award grants.

The Compensation and Human Capital Committee determined the Restricted stock award amounts granted in 2022 based on the achievement of the performance goals in 2021 as described in the table below.


			Maximum
			Earnings	Annual
			Potential	Bonus	Achievement
Name	Performance Objectives	Weight	(1)	Target	(2)	Incentive
	Financial Goal: Earnings before taxes
		50%	150%	$125,000	Exceeded Expectations	$187,500
	Strategic Goal: Westwood Way; product development; InvestCloud & asset management project; cybersecurity
Brian O. Casey
		50%	150%	$125,000	Met Expectations	$125,000

	Department goals	75%	100%	$187,500	Met Expectations	$225,000
Fabian Gomez	Corporate strategic goals	12.5%	100%	$31,250	Met Expectations	$31,250
	Corporate financial results	12.5%	125%	$31,250	Exceeded Expectations	$39,063

	Wealth Management Revenue Share: Margin; new client AUM growth; AUM retention; team morale; expense control
Leah Bennett			31% of Net		Met Expectations	$235,000
			Revenue

(1) For the 2021 performance year, Ms. Bennett’s equity compensation granted in 2022 was based upon the Houston Wealth Revenue Share Plan which generated a pool for the entire Houston team. The percentages shown are maximum percent payout for the plan.

(2) The equity incentive shown was granted on February 23, 2022 for the 2021 performance year.

The Compensation and Human Capital Committee determined the Restricted stock award amounts granted in 2023 based on the achievement of the performance goals in 2022 as described in the table below.


			Maximum
			Earnings	Annual
			Potential	Bonus	Achievement
Name	Performance Objectives	Weight	(1)	Target	(2)	Incentive

	Financial Goal: AUM, expense control & other financial goals				Met Threshold Expectations
		25%	150%	$125,000		$62,500
	Strategic Goal: Close strategic acquisition; retain clients & personnel; develop new products and services; implement major reorganization
Brian O. Casey
		75%	150%	$375,000	Exceeded Expectations	$562,500

	Department goals	75%	100%	$225,000	Met Expectations	$225,000
Fabian Gomez	Corporate strategic goals	12.5%	100%	$37,500	Met Expectations	$37,500
	Corporate financial results	12.5%	125%	$37,500	Met Threshold Expectations	$28,125

	Wealth Management Revenue Share: Margin; new client AUM growth; AUM retention; team morale; expense control
Leah Bennett			31% of Net		Partially Met Expectations	$200,000
			Revenue

(1) For the 2022 performance year, Ms. Bennett’s equity compensation is based upon the Wealth Revenue Share Plan which generates a pool for the entire Wealth team. The percentages shown are maximum percentage payout for the plan.

(2) The equity incentive shown was granted on February 23, 2023 for the 2022 performance year.

New Business Incentive Program

Wealth Management employees are eligible to participate in the New Business Incentive Program, which is designed to incentivize new client relationships. When a new client is generated directly as a result of an employee’s efforts, we pay the employee 20% of the account’s fees received during the first year. If the employee refers the client to a Private Wealth Advisor eligible to establish the new client relationship, the 20% payout is split equally between the employee and the Advisor handling the relationship as a quarterly payment based on actual client fees.

Other Benefits and Perquisites

Employee Benefits

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

Savings Plan and Matching Contributions

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

Profit Sharing Contributions

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

The Company did not make any profit-sharing contributions during 2022.

Perquisites

We did not provide significant perquisites to our named executive officers during 2022.

Other Compensation Policies

Stock Ownership Guidelines

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

•CEO holdings must equal 6x base salary; and

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

Executives subject to stock ownership guidelines are required to hold 50% of net shares acquired through vesting of equity-based compensation programs until the minimum guideline level is met. In the event a decline in the price of the Company's common stock causes an executive’s holdings to fall below the applicable threshold, the executive will not be required to purchase additional shares but is required to hold 50% of net shares acquired through vesting of equity-based compensation programs until the threshold is regained. Compliance with stock ownership guidelines is evaluated periodically by our Board of Directors. With the decline in the price of the Company's stock over the last few years, the value of shares held by certain executives fell below the applicable thresholds. As of March 1, 2023, Mr. Casey was in compliance with the stock ownership holding requirement. All NEOs are in compliance by holding the required net vested shares until such time as the minimum is achieved.

Employment and Related Agreements

The Compensation and Human Capital Committee believes that our Chief Executive Officer, Brian O. Casey, is critical to our future success due to his significant responsibilities and contributions to the ongoing day-to-day operation of the business, his involvement in marketing our products, his development and direction of strategic initiatives and corporate development, as well as his participation in the development of new products. Accordingly, in December 2015, the Committee entered into a new employment agreement with Mr. Casey, which auto-renewed for an additional one-year period on January 1, 2023 and is subject to potential automatic renewals for subsequent one-year periods.

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

There is no written employment agreement with Mr. Gomez however, in connection with his appointment as President on May 26, 2022, the Company and Mr. Gomez entered into a letter agreement (the “Gomez Letter Agreement”) and an Employee Confidentiality and Non-Compete Agreement (the “Gomez CNCA”). The Gomez Letter Agreement, which supersedes and replaces the severance agreement between the Company and Mr. Gomez dated February 9, 2018, provides for continued vesting of Mr. Gomez’s outstanding unvested restricted stock awards (time-based and performance-based) upon his involuntary termination of employment by the Company without “cause” (as defined in the Gomez Letter Agreement) or his voluntary termination of employment with the Company for “good reason” (as defined in the Gomez Letter Agreement), provided he (a) complies fully with all obligations under the Gomez Letter Agreement and the Gomez CNCA, and (b) executes and does not revoke a general release of all claims arising out of or related to his employment with the Company. The Gomez CNCA contains (a) customary confidentiality provisions, (b) a non-compete covenant that applies during Mr. Gomez’s employment and for 12 months thereafter and which restricts him from performing services for any person or entity in the United States that is or was a client of Westwood with respect to whom Mr. Gomez did business and/or had personal contact during his employment with Westwood, and (c) customary employee and client non-solicitation restrictive covenants that apply during Mr. Gomez’s employment and for 24 months thereafter. In addition, under the Gomez CNCA, Westwood can elect to restrict Mr. Gomez from competing against Westwood in any capacity for up to six months following his termination of employment in exchange for monthly salary continuation payments and monthly prorated bonus payments (based on the most recent annual cash bonus paid to Mr. Gomez before his termination).

There is no written employment agreement with Ms. Bennett; however, in connection with her appointment as President, Westwood Wealth Management on May 26, 2022, the Company and Ms. Bennett entered into a letter agreement (the “Bennett Letter Agreement” and an Employee Confidentiality and Non-Compete Agreement (the “Bennett CNCA”). The Bennett Letter Agreement provides for continued vesting for Ms. Bennett’s outstanding unvested restricted stock awards (time-based and performance-based) upon her involuntary termination of employment by the Company without “cause” (as defined in the Bennett Letter Agreement) or her voluntary termination of employment with the Company for “good reason” (as defined in the Bennett Letter Agreement), provided she (a) complies fully with all obligations under the Bennett Letter Agreement and the Bennett CNCA, and (b) executes and does not revoke a general release of all claims arising out of or related to her employment with the Company. The Bennett CNCA contains (a) customary confidentiality provisions, (b) a non-compete covenant that applies during Ms. Bennett’s employment and for 12 months thereafter and which restricts her from performing services for any person or entity in the United States that is or was a client of Westwood with respect to whom Ms. Bennett did business and/or had personal contact during her employment with Westwood, and (c) customary employee and client non-solicitation restrictive covenants that apply during Ms. Bennett’s employment and for 24 months thereafter. In addition, under the Bennett CNCA, Westwood can elect to restrict Ms. Bennett from competing against Westwood in any capacity for up to six months following her termination of employment in exchange for monthly salary continuation payments.

Potential Payments Upon Termination or Change in Control

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

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

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

The various payment scenarios for Mr. Casey are:

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

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

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

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

•vacation time, earned and unused;

•medical benefits for eighteen months following termination; and

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

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

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

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

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

•vacation time, earned and unused; and

•medical benefits for twelve months following termination.

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

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

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

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

•vacation time, earned and unused; and

•medical benefits for twelve months following termination.

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

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

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

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

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

•vacation time, earned and unused;

•medical benefits for eighteen months following termination; and

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

Payments upon termination due to death

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

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

•vacation time, earned and unused;

•medical benefits for eighteen months following termination; and

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

Payments upon termination due to disability

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

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

•vacation time, earned and unused;

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

•medical benefits for twelve months following termination; and

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

Outstanding Equity Awards at December 31, 2022

The following table summarizes all outstanding equity awards held by our named executive officers as of December 31, 2022:


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

Brian O. Casey	—	—	—	2022	18,657	207,652	—	—

Fabian Gomez	—	—	—	2022	15,392	171,313	—	—
				2021	8,664	96,430
				2020	4,518	50,285
				2019	1,280	14,246
					1,280
Leah Bennett	—	—	—	2022	14,030	156,154	—	—
				2021	6,409	71,332
				2020	2,927	32,578
				2019	960	10,685

(1) The years in column (e) reflect the year in which the award was granted. The 2019 grant was for 2018 performance year, the 2020 grant was for 2019 performance year, the 2021 grant was for 2020 performance year, and the 2022 grant was for the 2021 performance year.

(2) The shares in column (g) will vest in late February of each year according to the following schedule provided that the individual is still employed on the vesting date. The 2019 grant vested over a 4-year period with 50% vesting Year 2, 25% vesting Year 3, and 25% vesting Year 4. The 2020 grant vests over a 4-year period with 25% vesting Year 1, 25% vesting Year 2, 25% vesting Year 3, and 25% vesting Year 4. The 2021 and 2022 grants vests over a 3-year period with 34% vesting Year 1, 33% vesting Year 2, and 33% vesting Year 3.

(3) The amounts in columns (h) and (i) reflect the value of the shares shown in columns (g) and (i), respectively, multiplied by $11.13, the closing market price of our common stock as of December 30, 2022, the last business day in 2022.

Stock Incentive Plan

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

In 2022, equity awards under the Plan consisted of our authorized restricted common stock. Awards under the Plan may be made to employees, including officers and directors who may be employees, non-employee directors, and consultants. Any shares issued under the Plan may consist of authorized but unissued shares or forfeited shares, or a combination thereof.

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

The Board or the Committee administers the Plan with respect to all eligible individuals. Cash incentive awards are typically communicated to employees and paid in the first quarter of the following year to coincide with year-end performance reviews. Annual time-vested restricted stock awards are generally awarded in the first quarter of the year and reflect performance in the prior year.

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

Pay Versus Performance Disclosure

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


Year	Summary Compensation Table Total for Brian O. Casey ($) (1)	Compensation Actually Paid to Brian O. Casey ($) (1,2,3)	Average Summary Compensation Table Total for Non-PEO NEOs (1)	Average Compensation Actually Paid to Non-PEO NEOs (1,2,3)	Value of Initial Fixed $100 Investment based on: TSR ($) (4)	Net Income (Loss) ($ Millions)

(a)	(b)	(c)	(d)	(e)	(f)	(g)
2022	1,362,050	1,265,667	764,108	623,349	91.04	(4.6)
2021	1,704,900	1,744,152	813,975	840,913	132.70	9.8

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


2021						2022

Fabian Gomez						Fabian Gomez
Julie K. Gerron						Leah Bennett
Murray "Terry" Forbes III
Steven Paddon

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

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


Year	Summary Compensation Table Total for Brian O. Casey ($)	Exclusion of Stock Awards for Brian O. Casey ($)	Inclusion of Equity Values for Brian O. Casey ($)	Compensation Actually Paid to Brian O. Casey ($)
2022	1,362,050	(312,500)	216,117	1,265,667
2021	1,704,900	—	39,252	1,744,152


Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)	Average Inclusion of Equity Values for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)
2022	764,108	(246,407)	105,648	623,349
2021	813,975	(259,811)	286,749	840,913

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


Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Brian O. Casey ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Brian O. Casey ($)	Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Brian O. Casey ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Brian O. Casey ($)	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Brian O. Casey ($)	Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Brian O. Casey ($)	Total - Inclusion of Equity Values for Brian O. Casey ($)
2022	216,117	—	—	—	—	—	216,117
2021 1	—	—	—	39,252	—	—	39,252

1 Mr. Casey had no unvested equity awards as of December 31, 2021, due to the fact that no shares were awarded to him in 2019 and 2020.


Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)	Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)	Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)	Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)	Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($)	Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
2022	170,408	(64,449)	—	(311)	—	—	105,648
20211	229,631	43,226	—	13,852	—	—	286,709

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return ("TSR")

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

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

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

PROPOSAL 2:

Ratification of Appointment of BDO USA, LLP as Independent Auditors

Our Audit Committee has appointed BDO USA, LLP ("BDO") as our independent auditors for 2023. Representatives of BDO will attend the annual meeting to answer questions and may make a statement if they so desire.

Fees Billed by BDO and Deloitte & Touche LLP

BDO was appointed to serve as independent auditor for the Company in 2022. In addition to performing the audit of the Company's consolidated financial statements, BDO also provides various other services to the Company and to common trust funds sponsored by Westwood Trust. The following table presents aggregate fees billed to the Company and the common trust funds by BDO as well as Deloitte & Touche LLP ("Deloitte") for the years ended December 31, 2022 and December 31, 2021. Because we changed auditors from Deloitte to BDO in 2022, we have included fees charged to us by both accounting firms in the table below.


	Fiscal Year Ended December 31,
	2021		2022
	Deloitte		Deloitte		BDO
Audit fees(1)	$	569,000	$	52,000	$	551,000
Audit-related fees(2)	250,000		268,000		165,000
Tax fees(3)	171,000		—		114,000

Total	$	990,000	$	320,000	$	830,000

(1) Includes the aggregate fees billed for professional services in connection with the audit of our annual financial statements, the review of the financial statements included in our Form 10-Qs and testing required by Sarbanes-Oxley Section 404, as well as for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2) Includes the aggregate fees billed for financial audit services to common trust funds sponsored by Westwood Trust. These fees are not paid by Westwood but are paid by the common trust funds.

(3) Includes the aggregate fees billed for tax services provided to the common trust funds. These fees were partly paid by the common trust funds.

Pre-approval policies and procedures for audit and non-audit services. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by our independent auditors. Each year the Audit Committee considers for approval the independent auditor's engagement to render audit services, as well as a list prepared by management of anticipated non-audit services and related budget estimates. During the course of the year, management and the independent auditor are responsible for tracking all services and fees to ensure that they are within the scope pre-approved by the Audit Committee. To ensure prompt handling of unexpected matters, the Audit Committee has delegated to its chairperson the authority to represent the Committee in reviewing and approving audit and non-audit services, however, the Committee must ratify any such actions by the chairperson.

The Audit Committee or the chairperson acting on its behalf pre-approved all services provided by BDO for the year ended December 31, 2022.

Vote Sought and Recommendation

Although stockholder action on this matter is not required, the appointment of BDO is being recommended to the stockholders for ratification. The affirmative "FOR" vote of a majority of the votes cast at the annual meeting will serve to ratify the appointment of BDO as independent auditors for 2023. Abstentions will not affect the outcome of a vote on this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF BDO AS OUR INDEPENDENT AUDITORS FOR 2023.

PROPOSAL 3:

Approval of the Ninth Amended and Restated

Westwood Holdings Group, Inc. Stock Incentive Plan

The Compensation and Human Capital Committee (the “Committee”) and the Board of Directors have approved and have proposed that our stockholders approve the Ninth (the “Amendment”) Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (the "Plan") at the annual meeting. Westwood originally adopted the Plan on February 1, 2002. On April 27, 2022, our stockholders approved the Plan (effective as of March 2, 2022), with a reserve of 5,898,100 shares of common stock. If approved by our stockholders, the Plan will be amended to increase the maximum number of shares available for issuance by 350,000 shares to 6,248,100 shares.

Westwood is seeking stockholder approval for the Amendment. Stockholder approval is required under the requirements of the NYSE Corporate Governance Listing Standards, which are applicable to Westwood.

Awards under the Plan are a major component of our long-term incentive program for our employees and members of our Board. As noted in the "Executive Compensation" section, we recognize that having an ownership interest in the Company is critical to aligning the financial interests of our employees and stockholders. The Committee believes it is important to authorize an additional 350,000 shares for granting under the Plan. As of March 1, 2023, approximately 5,740,218 shares had been issued under the Plan, leaving 157,731] shares available under the Plan for issuance. The Committee does not believe that this amount is sufficient to meet the Company's anticipated grants of awards through the date of our 2024 Annual Meeting of Stockholders. If stockholders do not approve the Amendment, the Plan will remain in effect; however, we anticipate the shares available for equity-based compensation will be quickly depleted, and we will lose the ability to use equity as a compensation tool. Based on our historical granting practices, the Committee believes that the additional shares requested will enable the Company to maintain its current equity compensation program for at least two years; however, it plans to request additional shares on an annual basis to accommodate anticipated grants related to the hiring, retention and promotion of employees. In 2022, 2021 and 2020, the number of shares of common stock underlying equity awards granted was approximately 380,000, 150,000, and 260,000, respectively. The Committee expects to continue to grant awards under the Plan consistent with the Company's historical share utilization rates.

Our equity plan dilution rate (or overhang) as of fiscal-year ended December 31, 2022 was 16.1% (calculated by dividing (1) the number of shares subject to awards outstanding as of December 31, 2022 plus the number of shares remaining available for issuance as of December 31, 2022, by (2) our fully diluted shares outstanding as of December 31, 2022. Our equity plan dilution rate as of March 1, 2023 was also 13.5%, calculated using the same methodology. If shareholders approve our share request, the issuance of an additional 350,000 shares would increase our dilution rate by 3.8%.We believe that the expected potential dilution that will result from the Plan is reasonable for a Company of our size in our industry.

As highlighted below, the Plan includes several features that are consistent with protecting the interests of our stockholders and sound corporate governance practices, including the following:

•Award Vesting Limitations. Awards granted under the Plan will vest no earlier than the first anniversary of the date an award is granted, with a carve-out exception for up to 5% of the aggregate shares available for issuance under the Plan.

• No Discount Stock Options. The Plan prohibits the grant of a stock option with an exercise price less than the fair market value of Westwood's stock on the date of grant.

•No Repricing or Cash Buyouts. The Plan prohibits the repricing or replacement of stock options or stock appreciation rights without stockholder approval.

•Dividends and Dividend Equivalents Not Paid Until Award Vests. Any dividends paid with respect to restricted stock or dividend equivalents paid with respect to restricted stock units will be subject to the same restrictions on vesting as the award with respect to which they are paid.

•Awards to Non-Employee Directors. In any calendar year, the grant of an award to a non-employee director, acting in his or her capacity as director, taken together with fees paid in cash to the non-employee director, cannot exceed $350,000 for a non-employee director other than the Chairman of the Board, or $500,000 for the Chairman of the Board.

We have more fully described these plan features in the description of the Plan, as amended, provided below, as well as in the full text of the Plan included in Appendix A to this proxy statement.

Description of the Ninth Amended and Restated Plan, as amended

A summary of the material features of the Plan, as it would be amended, is set forth below. This description and summary are qualified in their entirety by the full text of the Plan included in Appendix A to this proxy statement.

Key Features of the Plan. Awards under the Plan will consist of cash or Westwood's authorized common stock. The fair market value of Westwood's common stock as of March 1, 2023 was $13.06 per share. The Plan provides for the grant of incentive stock options, nonstatutory options, shares of restricted stock, stock appreciation rights, restricted stock units, annual incentive awards, performance-based awards (in the form of cash or deferred stock awards) and discretionary bonus awards. Awards under the Plan may be made to key employees, including officers and directors who may be employees, and non-employee directors or advisors. There are currently 152 Westwood employees and five non-employee directors who may be eligible to receive awards under the Plan. The total number of shares of common stock available pursuant to awards under the Plan over its entire term is 6,248,100, plus any shares of common stock represented by awards under the Plan that are forfeited, terminated, expired, or canceled without delivery of shares of common stock. Any shares issued under the Plan may consist, in whole or in part, of authorized and unissued shares or forfeited shares, or a combination thereof. Shares that are exchanged by a participant or withheld by the Company as full or partial payment of the exercise price of a stock option or to cover any taxes payable as a result of the grant, exercise, vesting or settlement of an award, will not be available for issuance under the Plan. Subject to adjustment, no more than 316,033 shares of common stock may be covered by stock-based awards granted to any participant under the Plan in a calendar year.

Term of the Plan. No awards may be made under the Plan after March 10, 2027.

Types of Awards. The Plan authorizes the grant of several types of stock-based awards, including, without limitation, incentive stock options ("ISOs"), nonstatutory stock options ("NSOs"), restricted stock, stock appreciation rights ("SARs"), restricted stock units ("RSUs"), performance-based shares and other stock-based awards. The Plan also authorizes cash awards, including annual incentive awards, performance-based awards, and discretionary bonus awards. The various types of awards authorized under the Plan may be utilized in the future if determined appropriate by the Compensation and Human Capital Committee. To date the Committee has only granted stock-based awards under the Plan in the form of restricted stock and NSOs.

Award Vesting Limitations. Awards granted under the Plan will vest no earlier than the first anniversary of the date an award is granted, with a carve-out exception for up to 5% of the aggregate shares available for issuance under the Plan.

No Discount Stock Options. The Plan prohibits the grant of a stock option with an exercise price less than the fair market value of Westwood's stock on the date of grant.

Share Counting Rules. Any shares subject to an award under the Plan that are forfeited, settled for cash, expire, or otherwise are terminated without issuance of such shares, become available for awards under the Plan. In addition, cash awards do not reduce the shares available under the Plan or to a participant in any calendar year.

Administration. Unless our Board of Directors determines otherwise, the Plan will be administered by the Committee, whose determinations will be final and binding on any interested person. Such determinations include selecting participants, determining awards made under the Plan, interpreting plan provisions, and deciding the terms and conditions of any award.

Amendment. The Plan may be amended by the Board of Directors or by the Committee. Amendments will be subject to stockholder approval if and to the extent required by applicable law, regulations or rules. Any amendment that would increase the aggregate number of shares of stock that may be issued under the Plan must be approved by our stockholders.

Antidilution. In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments will be made in the number and class of shares subject to the Plan and to any outstanding awards (if applicable) and in the exercise price per share of any outstanding awards (if applicable), as the Committee or the Board of Directors determines fair and equitable.

Persons Eligible for Grants. Any employee or non-employee director of Westwood or any of its parents or subsidiaries is eligible to be selected as a participant and receive an award under the Plan as determined by the Committee, acting in its discretion. ISOs will be granted only to participants who are employees of Westwood or a subsidiary thereof.

Change in Control. In the event of a change in control, each outstanding award under the Plan shall become 100% vested and exercisable as of the date ten (10) days prior to the date of the change in control.

Types of Awards

Options. ISOs and NSOs are stock options allowing the recipient to purchase a fixed number of shares of common stock at a fixed price (which may not be less than the fair market value on the option grant date as determined under the Plan). Options will be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the option agreement evidencing such option; provided, however, that (i) no option shall be exercisable after the expiration of ten years after the effective date of grant of such option, (ii) no ISO granted to a stockholder who owns more than ten percent of our common stock will be exercisable after the expiration of five years after the effective date of grant of such option, and (iii) no option granted to a prospective employee, prospective consultant or prospective director may become exercisable prior to the date on which such person commences service with the Company. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an option, any option granted hereunder shall terminate ten years after the effective date of grant of the option, unless earlier terminated in accordance with its provisions.

Subject to the limitations of the Plan, payment of the exercise price of an option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of our common stock owned by the participant having a fair market value not less than the exercise price, (iii) through the cashless exercise procedures set forth in the Plan, (iv) with such other considerations approved by the Committee to the extent permitted by applicable law, or (v) by any combination thereof.

Restricted Stock Awards. The Committee may also make awards of restricted shares of our stock. The vesting of restricted stock may be conditioned upon the lapse of time and/or the satisfaction of other factors determined by the Committee. Unless the Committee determines otherwise, the recipient of restricted shares will generally have the right to vote the shares. Dividends and dividend equivalents will not be payable with respect to restricted stock; however, the Committee may provide that dividends will be accrued with respect to restricted shares (at the same rate paid to our stockholders generally) and, if so, that the dividends will be subject to the vesting conditions applicable to the corresponding restricted stock. None of the restricted shares may be sold, transferred or pledged during the restricted period, and, except for termination due to death or as otherwise determined by the Committee, all restricted shares shall be forfeited and, all rights to the shares will terminate, if the recipient ceases to be an employee, consultant or director of the Company or any of our subsidiaries before the expiration or termination of the restricted period and satisfaction of any other conditions prescribed by us with respect to the shares.

Stock Appreciation Rights. The Committee may also make awards of SARs, which allow the recipient to exercise all or a specified portion of the SAR for an amount equal to the product of (i) the excess of (A) the fair market value of the shares of our stock on the date the SAR is exercised over (B) the grant price of the SAR and (ii) the number of shares of our stock with respect to which the SAR was exercised. Payment will be in cash, shares of our stock or a combination thereof, as determined by the Committee. Dividends and dividend equivalents will not be payable with respect to SARs.

Restricted Stock Units

SEC Form DEF 14A filed by Westwood Holdings Group Inc