COHEN & STEERS, INC.CNS
COHEN & STEERS, INC. Stock Compensation Disclosure
Stock-Based Compensation
Amended and Restated Stock Incentive Plan
The Amended and Restated Cohen & Steers, Inc. Stock Incentive Plan (the SIP) provides for the issuance of Restricted Stock Units (RSUs), stock options and other stock-based awards to eligible employees and directors. The SIP was amended in 2022 to (i) extend the term for an additional ten years through May 5, 2032, and (ii) increase the number of shares of common stock of the Company with respect to which awards may be granted under the plan. As of December 31, 2025, a total of 23.0 million shares of common stock may be granted under the SIP. The board of directors is authorized to increase the number of shares available for issuance under the SIP, subject to shareholder approval. As of December 31, 2025, a total of 20.6 million RSUs, representing the same amount of common stock, had been issued under the SIP. As of December 31, 2025, there was $62.4 million of compensation related to unamortized RSUs that had not yet been recognized in the consolidated statements of operations. The Company expects to recognize this expense over approximately the next 2.4 years.
Restricted Stock Units
Vested Restricted Stock Unit Grants
The Company grants awards of vested RSUs to the non-management directors and certain employees of the Company pursuant to the SIP. The fair value at the date of grant is fully expensed. Dividends declared on these awards are paid in cash. In connection with the grant of these vested RSUs, the Company recorded non-cash stock-based compensation expense of $0.8 million, $0.8 million and $1.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Unvested Restricted Stock Unit Grants
From time to time, the Company grants awards of unvested RSUs to certain employees pursuant to the SIP. The fair value at the date of grant is expensed on a straight-line basis over the applicable service period, which is typically four years. Dividends declared by the Company are paid in additional RSUs, which are subject to forfeiture until vested. The dividend equivalent RSUs will generally vest and be delivered on the fourth anniversary of the original grant date. The Company recorded non-cash stock-based compensation expense related to these awards, net of forfeitures, of $5.0 million, $8.8 million and $8.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Incentive Bonus Plans for Employees of the Company
The Company has implemented a mandatory program for employees that, based upon compensation levels, automatically defers a portion of their total compensation in the form of unvested RSUs. The fair value at the date of grant is expensed on a straight-line basis over the vesting period, which is typically four years. Dividends declared by the Company are paid in additional RSUs which are subject to forfeiture until vested. The dividend equivalent RSUs will generally vest and be delivered on the fourth anniversary of the original grant date. The Company recorded non-cash stock-based compensation expense related to these awards, net of forfeitures, of $40.2 million, $42.5 million and $34.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The following table sets forth activity relating to the Company’s RSUs under the SIP:
| Vested Restricted Stock Unit Grants | Unvested Restricted Stock Unit Grants | Incentive Bonus Plans Restricted Stock Unit Grants | |||||||||||||||||||||||||||||||||
| (in thousands, except per share data) | Number of RSUs | Weighted Average Grant Date Fair Value | Number of RSUs | Weighted Average Grant Date Fair Value | Number of RSUs | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||
| Balance at January 1, 2023 | 52 | $ | 70.12 | 356 | $ | 71.18 | 1,408 | $ | 74.57 | ||||||||||||||||||||||||||
| Granted | 16 | 62.01 | 78 | 66.01 | 791 | 71.18 | |||||||||||||||||||||||||||||
| Delivered | (17) | 62.55 | (144) | 65.86 | (557) | 67.57 | |||||||||||||||||||||||||||||
| Forfeited | — | — | (10) | 74.32 | (108) | 75.04 | |||||||||||||||||||||||||||||
| Balance at December 31, 2023 | 51 | 69.99 | 280 | 72.34 | 1,534 | 75.33 | |||||||||||||||||||||||||||||
| Granted | 10 | 78.65 | 74 | 73.06 | 637 | 72.71 | |||||||||||||||||||||||||||||
| Delivered | (9) | 76.09 | (133) | 68.36 | (539) | 74.82 | |||||||||||||||||||||||||||||
| Forfeited | — | — | (1) | 85.21 | (55) | 73.37 | |||||||||||||||||||||||||||||
| Balance at December 31, 2024 | 52 | 70.55 | 220 | 74.89 | 1,577 | 74.51 | |||||||||||||||||||||||||||||
| Granted | 11 | 78.25 | 51 | 78.40 | 592 | 86.68 | |||||||||||||||||||||||||||||
| Delivered | (28) | 72.04 | (133) | 78.44 | (608) | 76.39 | |||||||||||||||||||||||||||||
| Forfeited | — | — | (17) | 73.81 | (122) | 79.49 | |||||||||||||||||||||||||||||
| Balance at December 31, 2025 | 35 | 71.75 | 121 | 72.60 | 1,439 | 78.30 | |||||||||||||||||||||||||||||
Employee Stock Purchase Plan
Pursuant to the Amended and Restated Employee Stock Purchase Plan (ESPP), the Company allows eligible employees to purchase common stock at a 15% discount from fair market value up to a maximum of $25,000 in annual aggregate purchases by any one individual. The number of shares of common stock authorized for purchase by eligible employees is 600,000. Through December 31, 2025, the Company had issued approximately 533,000 shares of common stock under the ESPP. For the years ended December 31, 2025, 2024 and 2023, approximately 16,000, 16,000 and 20,000 shares, respectively, were purchased by eligible employees through the ESPP. For the years ended December 31, 2025, 2024 and 2023, the Company recorded non-cash stock-based compensation expense of approximately $170,000, $194,000 and $188,000, respectively, which represents the discount on the shares issued pursuant to this plan. The ESPP will terminate upon the earliest to occur of (1) termination of the ESPP by the board of directors or (2) issuance of all of the shares reserved for issuance under the ESPP. The board of directors is authorized to increase the number of shares available for issuance under the ESPP, subject to shareholder approval.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.