GCM Grosvenor Inc.GCMG
GCM Grosvenor Inc. Stock Compensation Disclosure
Equity-Based Compensation
2020 Incentive Award Plan
During February 2021, the Company adopted the 2020 Incentive Award Plan. The 2020 Incentive Award Plan, as amended and restated, allows for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock or cash based awards or dividend equivalent awards to employees, directors and consultants.
Restricted Stock Units
During the year ended December 31, 2023, the Company granted 1.9 million equity-classified RSUs and 4.0 million liability-classified RSUs with aggregate grant date fair values of $15.8 million and $31.0 million, respectively, to certain employees.
During the year ended December 31, 2024, the Company granted 2.0 million equity-classified RSUs and 3.0 million liability-classified RSUs with aggregate grant date fair values of $17.7 million and $29.6 million, respectively, to certain employees.
During the year ended December 31, 2025, the Company granted 4.2 million equity-classified RSUs and 2.2 million liability-classified RSUs with aggregate grant date fair values of $55.1 million and $26.7 million, respectively, to certain employees.
Liability-classified RSUs are either classified as liabilities because they are required to be settled in cash or because the Company has the right to and intends to (as of the grant date or December 31, 2025, as applicable) settle the RSUs partially or wholly in cash. During the year ended December 31, 2025, the Company reclassified 1.6 million RSUs from liability-classified to equity-classified based on management’s intent to settle (or actual settlement of) the awards in shares of Class A common stock. The majority of liability-classified awards outstanding at December 31, 2025 were granted in November 2025 and vest on March 1, 2026.
Other than RSUs granted in November 2025, outstanding awards generally vest either (a) over a to three year period or (b) over a to seven year period. Upon delivery, the Company may withhold the number of shares to satisfy the statutory withholding tax obligation and deliver the net number of resulting shares vested.
A summary of non-vested equity-classified RSU activity for the year ended December 31, 2025 is as follows:
| Number of RSUs | Weighted-Average Grant-Date Fair Value Per RSU | ||||||||||
Balance as of December 31, 2024 | 3,251,068 | $ | 8.40 | ||||||||
| Granted | 4,245,379 | 12.98 | |||||||||
| Reclassified from liability-classified RSUs | 1,627,041 | 11.54 | |||||||||
| Vested | (3,182,638) | 10.23 | |||||||||
| Forfeited | (289,853) | 11.19 | |||||||||
Balance as of December 31, 2025 | 5,650,997 | $ | 11.57 | ||||||||
A summary of non-vested liability-classified RSU activity for the year ended December 31, 2025 is as follows:
| Number of RSUs | Weighted-Average Grant-Date Fair Value Per RSU | ||||||||||
Balance as of December 31, 2024 | 1,813,249 | $ | 10.50 | ||||||||
| Granted | 2,211,123 | 12.09 | |||||||||
| Reclassified to equity-classified RSUs | (1,627,041) | 11.54 | |||||||||
| Vested | (746,691) | 11.66 | |||||||||
| Forfeited | (1,742) | 12.92 | |||||||||
Balance as of December 31, 2025 | 1,648,898 | $ | 11.08 | ||||||||
The total grant-date fair value of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $41.3 million, $44.9 million and $51.0 million, respectively. For the years ended December 31, 2025, 2024 and 2023, $45.6 million, $48.2 million and $50.7 million, respectively, of compensation expense related to RSUs was recorded within employee
compensation and benefits in the Consolidated Statements of Income (Loss). As of December 31, 2025, total unrecognized compensation expense related to unvested RSUs was $61.0 million and is expected to be recognized over the remaining weighted average period of 3.2 years.
During the year ended December 31, 2025, a modification of a GCMH Equityholder Award was made that changed settlement of 200,000 shares to be from the Company’s 2020 Incentive Award Plan. Such amount is reflected as granted and vested within the equity-classified RSU activity in the rollforward above.
See Note 11 for additional information regarding GCMH Equityholders Awards and Holdings Awards.
The tax benefit related to RSUs that vested and were delivered for the years ended December 31, 2025, 2024 and 2023, was $3.1 million, $3.0 million and $2.2 million, respectively.
On January 15, 2026, the Company granted 0.9 million liability-classified RSUs that vest on April 15, 2026.
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.