SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed by TPG Inc. (the “Company”) in its final prospectus relating to its Registration Statement on Form S-1, as amended (File No. 333- 261681) (the “Prospectus”), filed with the Securities and Exchange Commission (“SEC”) on January 14, 2022 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the Company omitted from the Summary Compensation Table included in the Prospectus amounts payable to the Company’s named executive officers with respect to platform-level performance allocation distributions for the period of October 1, 2021 through December 31, 2021 (the “2021 Q4 Performance Distributions”) because such amounts had not yet been determined at the time the Prospectus was filed. On March 7, 2022, a determination was made.
The 2021 Q4 Performance Distributions for the Company’s named executive officers are: Mr. Coulter ($11,325,254); Mr. Winkelried ($8,539,918); Mr. Weingart ($5,615,270); Mr. Murphy ($442,928); Mr. Sisitsky ($9,907,376); Ms. Vazquez-Ubarri ($73,880); and Mr. Berenson ($27,145). The Company is providing a revised Summary Compensation Table set forth below, updating the “All other compensation” column and related footnotes and “Total compensation” column to include the 2021 Q4 Performance Distributions and revised total compensation figures for the Company’s fiscal year ended December 31, 2021. No other amounts or related footnotes in the table have changed.
|Bonus ($)(1)||All other
James G. Coulter, Executive Chairman and Founding Partner(3)
Jon Winkelried, Chief Executive Officer(3)
Jack Weingart, Chief Financial Officer(4)
Ken Murphy, Chief Operating Officer(4)
Todd Sisitsky, President
Anilu Vazquez-Ubarri, Chief Human Resources Officer
Bradford Berenson, General Counsel
This column reflects discretionary bonuses to our named executive officers in December of each year. For Mr. Coulter, it also includes amounts attributed to a personal corporation of his due to its ownership interests in a Company subsidiary.
This column reflects platform-level performance allocation distributions (which include vintage share awards, investment-specific awards and discretionary awards). For Messrs. Coulter, Winkelried and Weingart, this column also includes the following amounts related to perquisites: for Mr. Coulter, $535,812 for legal services in 2021 and $83,887 for personal security services in 2020; for Mr. Winkelried in 2021 and 2020, respectively, $220,526 and $38,510 for legal services; and for Mr. Weingart in 2021 and 2020, respectively, $16,667 and $15,481 for personal office space. In such years, Mr. Coulter had access to aircraft for his personal use at no incremental cost to us because Mr. Coulter bore the cost. In certain instances, the Company may provide resources to family offices of our people, including off-site information technology services, which are at no incremental cost to the Company. For information about family office services arrangements, see “Certain Relationships and Related Party Transactions—Proposed Transactions—Exchange Agreement” in the Prospectus.
Effective May 10, 2021, Mr. Coulter became our Executive Chairman and Mr. Winkelried became our sole Chief Executive Officer. Prior to May 10, 2021, Messrs. Coulter and Winkelried both served as our Co-Chief Executive Officers.
Mr. Murphy served as our principal financial officer in 2021 until the appointment of Mr. Weingart as Chief Financial Officer effective as of August 4, 2021.
The 2021 Q4 Performance Distributions for the Company’s directors are: Mr. Bonderman ($2,449,660); Ms. Chorengel ($89,164); Mr. Coslet ($4,334,312); Mr. Davis ($3,624,475); Mr. Sarvananthan ($1,767,816); and Mr. Trujillo ($11,352,754).
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
Date: March 11, 2022