UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THEof the

SECURITIES EXCHANGE ACT OFSecurities Exchange Act of 1934

(AMENDMENT NO.        Amendment No.)

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

VIRTUS INVESTMENT PARTNERS, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

One Financial Plaza, Hartford, Connecticut 06103

NOTICE OF 20192022 ANNUAL MEETING OF SHAREHOLDERS

Items of Business:

The Annual Meeting will be held in-person and according to recommended safety protocols necessitated by the COVID-19 pandemic. If we determine that it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable.

Shareholders Eligible to Vote:

The Company’s Board of Directors has fixed the close of business on March 22, 201928, 2022 as the record date for the determination of shareholders entitled to receive notice of, and to vote on, all matters presented at the 20192022 Annual Meeting of Shareholders or any adjournments or postponements thereof.

Proxy Voting and Internet Availability of Proxy Materials:

We are primarily furnishing proxy materials to our shareholders on the Internet rather than mailing paper copies of the materials to each shareholder. As a result, certain of our shareholders will receive a Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access the Proxy Statement and our 20182021 Annual Report over the Internet, instructions on how to vote your shares as well as instructions on how to request a paper copy of our proxy materials, if you so desire.

The Proxy Statement and the 20182021 Annual Report and any amendments to the foregoing materials that are required to be furnished to shareholders are available for you to review online atwww.proxyvote.com.

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It is important that your shares be represented and voted at the meeting.

You may vote your shares by voting on the Internet, by telephone,

in person at the meeting, or by completing and returning a proxy card.

By Order of the Board of Directors,

/s/ MARK S. FLYNNWENDY J. HILLS

MARK S. FLYNNWENDY J. HILLS

SECRETARY

APRIL 5, 20196, 2022

HARTFORD, CONNECTICUT

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TABLE OF CONTENTS

GENERAL INFORMATION

ABOUT THIS PROXY STATEMENT AND THE 20192022 ANNUAL MEETING

Why am I receiving these proxy materials?

These proxy materials are being provided to the shareholders of Virtus Investment Partners, Inc., a Delaware corporation (“Virtus,” the “Company,” “we,” “our” or “us”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) to be voted at our 20192022 Annual Meeting of Shareholders (the “Annual Meeting”) and at any adjournment or postponement thereof, to be held on Wednesday, May 15, 201918, 2022 at 10:3000 A.M. EDT at the Company’s offices, One Financial Plaza, 19^th Floor, Hartford, Connecticut. The Notice of Annual Meeting, Proxy Statement and voting instructions, together with our 20182021 Annual Report, will be mailed and/or made available to each shareholder entitled to vote starting on or about April 5, 2019.6, 2022.

Shareholders are invited to attend the Annual Meeting and are entitled and requested to vote on the matters set forth in the Notice of Annual Meeting, as described in this Proxy Statement.

How will the Annual Meeting be conducted?

Pursuant to our Amended and Restated Bylaws (the “Bylaws”), the Board has broad responsibility and legal authority to adopt rules and regulations for the Annual Meeting to ensure the meeting is conducted in an orderly and timely manner. This authority includes establishing rules for shareholders who wish to address the meeting. Only shareholders or their valid proxy holders may address the meeting. Copies of these rules will be available at the meeting. The Chairman of the Board (the “Chairman”) may also exercise discretion in recognizing shareholders’ comments or questions and in determining the extent of discussion on each item of business. Questions pertinent to meeting matters will be answered at the conclusion of the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, are not pertinent to meeting matters and therefore will not be answered. Dialogue can also be facilitated with interested parties outside the meeting as described below under “Shareholder and Interested Party Communications.” The Chairman may also rely on applicable law regarding disruptions or disorderly conduct to ensure that the meeting is conducted in a manner that is fair to all shareholders.

We are urging all shareholders to take advantage of voting in advance by mail, by telephone or through the Internet. While we anticipate that the Annual Meeting will occur as planned on May 18, 2022, there is a possibility that, due to the COVID-19 pandemic, the Annual Meeting may be postponed or the location may need to be changed. Should this occur, we will notify you by issuing a press release and filing an announcement with the Securities and Exchange Commission (the “SEC”) as definitive additional soliciting material. If you plan to attend the Annual Meeting in person, please note that all attendees will be required to follow recommended safety protocols necessitated by the COVID-19 pandemic.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Under rules adopted by the Securities and Exchange Commission (the “SEC”),SEC, we are furnishing our proxy materials over the Internet instead of mailing a full set of printed proxy materials to certain of our shareholders. Accordingly, on or about April 5, 2019,6, 2022, we are mailing or delivering electronically to certain of our shareholders a Notice of Internet Availability of Proxy Materials that provides instructions on how to access our proxy materials on the Internet and vote or, alternatively, how to request that a copy of the proxy materials be sent to them by mail.

Who is entitled to vote and how many votes are needed to approve the proposals?

Only holdersHolders of record of our common stock, par value $0.01 per share (the “Common Stock”), at the close of business on March 22, 201928, 2022 (the “Record Date”) are entitled to vote at the Annual Meeting or any adjournment

or postponement thereof. Each holder of record of our Common Stock as of the Record Date will be entitled to one vote for each share of Common Stock held. As of the Record Date, there were 6,973,6257,476,082 shares of our Common Stock outstanding and entitled to vote. Holders of the Company’s 7.25% Series D Mandatory Convertible Preferred stock are not entitled to vote on any of the matters as described in this Proxy Statement. A list of all shareholders of record entitled to vote at the Annual Meeting will be available for inspection by any shareholder for any purpose germane to the meeting at our offices at One Financial Plaza, 26^th Floor, Hartford, Connecticut for theten-day10-day period immediately preceding the Annual Meeting. At the Annual Meeting, our common shareholders will be asked to consider and vote upon the following matters:

We are asking shareholders to vote upon the election of the twothree directors recommended for nomination by our Governance Committee and nominated by our Board for the twothree Class II director seats, each to hold office for a three-year term expiring at the 20222025 Annual Meeting of Shareholders or upon his or her successor being elected and qualified, or until his or her earlier resignation, retirement, death, disqualification or removal. Information concerning the Class II director nominees is provided below under the heading “PROPOSALS REQUIRING YOUR VOTE – ITEM 1 – ELECTION OF DIRECTORS.” A plurality of the affirmative votes cast by shareholders present in person or represented by proxy and entitled to vote is required for the election of each such director nominee. You may vote either FOR or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld and brokernon-votes will have no effect on the election of directors because only votes “FOR” a nominee will be counted. That said, in an uncontested election, any director nominee who receives a greater number of votes “withheld” than votes “for” such director nominee’s election is required to

Approval of an amendment toWho may attend the Company’s Amended and Restated Omnibus Incentive and Equity Plan to increase the number of shares available for issuance by 420,000 shares requires that a majoritymeeting?

All shareholders as of the votes represented atRecord Date may attend the Annual Meeting. If you are a registered holder, to gain admission, you will need valid picture identification or other proof that you are a shareholder of record of Common Stock as of the Record Date. If your Common Stock is held in a bank or brokerage account, a recent bank or brokerage statement showing that you owned Common Stock on the Record Date will be required for admission. To obtain directions to attend the Annual Meeting and vote in person, orplease contact Investor Relations by proxy, be voted “FOR” the proposal. You may vote FOR, AGAINST or ABSTAIN on this matter. If you votesending an email to “ABSTAIN” with respect to this proposal, your shares will be counted as present for purposes of establishing a quorum and the abstention will have the same effect as a vote “AGAINST” the proposal. Brokernon-votes will also have the same effect as a vote “AGAINST” this proposal.investor.relations@virtus.com.

What are the voting recommendations of the Company’s Board of Directors?

The Board of Directors recommends that shareholders vote:

By completing and returning a proxy card that will be mailed to you, along with a postage-paid envelope if you request delivery of a full set of proxy materials or, which may be mailed to you, at the Company’s option, beginning after the tenth day following the mailing of the Notice of Internet Availability of Proxy Materials.

firm. Thenon-routine proposals that will be presented at the Annual Meeting are (i) the election of directors, and (ii) the shareholder advisory vote to approve the compensation of our named executive officers, and (iii) the approval of an amendment to the Company’s Amended and Restated Omnibus Incentive and Equity Plan to increase the number of shares available for issuance by 420,000 shares.officers. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 20192022 is considered a routine proposal for which a bank, broker or other holder of record may vote on behalf of the beneficial owner even in the absence of specific instructions from the beneficial owner. In order to ensure that any shares held on your behalf by a brokerage firm or other organization are voted in accordance with your wishes, we encourage you to provide voting instructions to that firm or organization.

An abstention is a properly signed proxy card (or valid instruction via the Internet or by telephone) whichthat is marked “ABSTAIN” as to a particular matter in which the option to abstain is available.

Who may attend the meeting?

All shareholders as of the Record Date may attend the Annual Meeting. If you are a registered holder, to gain admission, you will need valid picture identification or other proof that you are a shareholder of record of

CORPORATE GOVERNANCE

Corporate Governance Principles

Our Board is responsible for providing effective governance and oversight of our affairs. Our corporate governance practices are designed to align the interests of our Board and management with those of our shareholders and to promote honesty and integrity. Our Board has adopted Corporate Governance Principles that outline our corporate governance policies and procedures, including, among other topics, director responsibilities, Board committees, director access to the Company’s officers and employees, director compensation, management succession and performance evaluations of the Board. More information about our corporate governance is available on our website  atwww.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.”

Code of Conduct

We have adopted a written Code of Conduct whichthat applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. We are committed to the highest standards of ethical and professional conduct, and the Code of Conduct provides guidance on how to uphold these standards. The Code of Conduct is available on our website atwww.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.” We intend to post any substantive amendments to, or waivers of, the Code of Conduct applicable to our principal executive officer, principal financial officer, principal accounting officer, or directors on our website. You may request a printed copy of the Code of Conduct by contacting the Corporate Secretary as set forth below under the heading “Shareholder“Shareholder and Interested Party Communications.Communications.”

Director Independence

A majority of the directors of the Board must be affirmatively determined by the Board to be independent under NASDAQ Marketplace Rules (“NASDAQ Rules”). In making these determinations, the Board considers and broadly assesses all of the information provided by each director in response to detailed inquiries concerning his or her independence and any direct or indirect business, family, employment, transactional or other relationship or affiliation of such director with the Company, taking into account the applicable NASDAQ Rules and SEC rules and regulations as well as the manner in which any relationships may potentially have the appearance of impacting independence. In addition, to aid it in determining whether a director is independent, the Board has adopted categorical independence standards that are available on our website atwww.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.”

In February 2019,2022, the Board considered the independence of our directors and determined that each of Dr. Fleming, Mses.Ms. Jones, and Hooda, and Messrs. Baio,Bain, Greig, Holt, TreanorMorris and Zarrilli meets the criteria for independence as established by the NASDAQ Rules and our own categorical independence standards. The Board previously determined that Mr. Mark Treanor, who retired from the Board in April 2021, was independent under such standards in connection with the Board’s February 2021 independence determinations. The Board has also determined that:that each member of the Audit, Compensation Governance, and Risk and FinanceGovernance Committees is independent under applicable NASDAQ Rules; each member of the Audit Committee is also independent under the independence criteria required by the SEC for audit committee members; and each member of the Compensation Committee is: (i)is “independent” under the criteria established by the NASDAQ Rules; (ii) an “outside director” pursuant to the criteria established by the Internal Revenue Service;Rules and (iii)qualifies as a“non-employee director” pursuant to criteria established byRule 16b-3 of the SEC.Exchange Act.

Board and Committee Membership

Our Board has established the following fourthree standing committees to assist it with its responsibilities:

As part of our annual Board self-evaluation process, we evaluate how ourthe Board and governance structure function to ensure that the Board continues to provide an optimal governance structure for ourthe Company and our shareholders. As part of this process, we engage a third party to facilitate a comprehensive self-evaluation of the Board and each standing Committee. In addition, the Governance Committee conducts an individual evaluation of each director considered for nomination forre-election to the Board based upon individual interviews with each director regarding each of the prospective nominees.

the Company’s executive officers. The Compensation Committee also reviews and approves the granting of equity-based compensation to our executive officers, other than our CEO, whose grants are approved by the independent members of ourthe Board, and to other employees of the Company and its subsidiaries. The Compensation Committee has delegated to our CEO the authority to approve a limited number of restricted stock and stock option awards to employees of the Company and its subsidiaries who are not executive officers of the Company.

The Compensation Committee has retained Mercer (US) Inc. (“Mercer”) as its independent compensation consultant. The Compensation Committee has analyzed whether the work of Mercer as a compensation

If a vacancy on our Board exists or is anticipated, the Governance Committee may look to its members and to other directors for recommendations for nominees and may also retain a search firm to assist it in identifying qualified candidates and will consider individuals recommended by shareholders. Shareholders must submit their recommendations as outlined below under the heading “Shareholder and Interested Party Communications.” The Governance Committee will evaluate all proposed nominees in light of the standards above, as well as others deemed relevant. Following its evaluation of all proposed nominees and consultation with our CEO, the Governance Committee will make recommendations to our Board of the individual(s) to be nominated for election to our Board. The Board will make the final determination as to the individual(s) who will be nominated for election.

Risk and Finance CommitteeBoard Diversity Matrix

The Risk and Finance Committee currently consistsfollowing table presents self-identified Board-level diversity as of Dr. Fleming (Chair), Ms. Hooda and Messrs. Holt and Zarrilli. During 2018, the Risk and Finance Committee held four meetings. The primary purposes of the Risk and Finance Committee are to assist the Board in fulfilling its oversight responsibilities with respect to: (i) the Company’s policies, practices and procedures relating to risk and risk management; (ii) the Company’s financial, investment and capital management policies; and (iii) any mergers, acquisitions and divestitures by the Company and its affiliates.March 31, 2022.

Risk Management Oversight

The Risk and Finance Committee of ourOur Board is primarily responsible for overseeing the Company’s risk management processesprocesses. The Board regularly reviews the Company’s long-term business strategy, including the Company’s short-term and long-term strategic objectives, and monitors progress on behalfthose objectives. The Board, along with management, considers the risks and opportunities that impact the long-term sustainability of the full Board. PursuantCompany’s business model. Our Board regularly reviews the Company’s progress with respect to its charter,strategic goals, the Riskrisks that could impact the long-term sustainability of our business and Finance Committee is charged with periodically reviewingthe related opportunities that could enhance the Company’s risk management philosophy and its policies, practices and procedures regarding risk assessment and risk management. The Risk and Finance Committeelong-term sustainability. In addition, our Board periodically meets with Company management to review and discuss the Company’s major risk exposures and the steps taken by management to monitor and mitigate these exposures. The Risk and Finance Committee also receives and reviews reports on selected risk topics as the Risk and Finance Committee or management deem appropriate. OurFurther, our Board also receives direct reports from management on risk topics of general interest to the full Board, including, on a quarterly basis, with respect to cybersecurity risks, and each of our other Board Committees also receives periodic reports on topics relevant to the oversight of risk areas within the purview of such Committee and regularly reports to the full Board on these risk management matters. For example, the Board recognizes that the Company’s technology systems, including those of third-party service providers, are critical to our operations. The Board oversees cybersecurity risk by receiving regular reports from management on the Company’s cybersecurity efforts and meets with the Company’s chief information security officer. From time to time, additional reports are provided to the Board on cybersecurity and other information technology topics.

Our Audit Committee is responsible for overseeing accounting, audit, financial reporting, internal control, internal audit, and disclosure control matters and reviews and discusses with management, our internal auditor, our outside independent registered public accounting firm and legal counsel financial risk associated with these functions and the manner, policies and systems pursuant to which management addresses these risks.

Both our Board and our Compensation Committee actively review and discuss with management our annual and longer-termlong-term compensation incentive programs to identify and mitigate potential risks associated with incentive

close of business on the later of (i) the 90^th day before such annual meeting, or (ii) the 10^th day

SECURITY OWNERSHIP BY

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth, to the best of our knowledge, the beneficial ownership of our Common Stock, our only outstanding class of voting securities, as of March 31, 2019, by:2022, by (i) such persons known to the Company to own beneficially more than five percent (5%) of the Company’s Common Stock; (ii) each of our current directors; (iii) the persons named in the Summary Compensation Table; and (iv) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of Common Stock that may be acquired by an individual within 60 days of March 31, 20192022 pursuant to the exercise of options or the vesting of restricted stock units (“RSUs”) to be outstanding for the purpose of computing the percentage ownership of such individual, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the tables. Except as indicated in the footnotes to the tables, we believe that each beneficial owner listed has sole voting and investment power with regard to the shares beneficially owned by such person. Percentage of ownership is based on 6,978,9257,472,829 shares of Common Stock outstanding on March 31, 2019.2022.

Security Ownership of Certain Beneficial Owners

Security Ownership of Directors and Executive Officers

PROPOSALS REQUIRING YOUR VOTE

ITEM 1—ELECTION OF DIRECTORS

Our Board currently has eight members. Our certificate of incorporation provides for our Board to be divided into three classes for purposes of election, with three-year terms of office ending in successive years. At each annual meeting of shareholders, a class of directors will be elected for a three-year term and until his or her successor has been duly elected and qualified or until his or her earlier resignation, retirement, death, disqualification or removal. Our Class II directors have a term expiring at the 20192022 Annual Meeting. Our Class III and Class I directors have terms expiring at the 20202023 and 20212024 Annual Meetings, respectively.

Mr. Baio and Dr. Fleming are each Class II directors standing forre-election at the 2019 Annual Meeting. Mr. Baio and Dr. Fleming havehas been directorsa director of the Company since it became an independent public company on January 1, 2009. Mr. Bain was appointed to the Board in October 2019, and Mr. Morris was appointed to the Board effective March 2021.

Under our Corporate Governance Principles, a director is generally required to retire no later than the first annual meeting following his or her 74^th birthday. Under exigent circumstances, the Board may request that the director continue to serve,serve; provided, however, that no director shall serve beyond the first annual meeting following his or her 75^th birthday.

Board Nominees

In February 2019,2022, members of our Governance Committee evaluated the contributions and performance of James R. BaioDr. Fleming and Susan S. FlemingMessrs. Bain and Morris as members of our Board. As part of its evaluation, each of our directors was interviewed regarding his or her views of the performance of each of Mr. BaioDr. Fleming and Dr. FlemingMessrs. Bain and Morris by a representative of the Governance Committee. Following completion of its individual evaluations, the Governance Committee recommended to the Board that each of Mr. BaioDr. Fleming and Dr. FlemingMessrs. Bain and Morris be nominated to stand forre-election as a Class II director at the Annual Meeting. Our Board, having considered the recommendations of the Governance Committee, approved Mr. Baio and Dr. Fleming and Messrs. Bain and Morris as our Class II nominees for election to the Board by the shareholders. If elected by the shareholders, Mr. Baio and Dr. Fleming and Messrs. Bain and Morris will hold office for athree-year term expiring at the 20222025 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or upon his or her earlier resignation, retirement, death, disqualification or removal. Each of Mr. BaioDr. Fleming and Dr. FlemingMessrs. Bain and Morris has indicated that he or she will serve if elected. We do not anticipate that any Board nominee will be unable or unwilling to stand for election, but should any such nominee be unavailable for election by reason of death or other unexpected occurrence, your proxy, to the extent permitted by applicable law, may be voted by the proxies named therein, with discretionary authority in connection with the nomination by the Board and the election of any substitute nominee. A plurality of the affirmative votes cast by shareholders present in person or represented by proxy and entitled to vote is required for the election of each such director nominee. That said, pursuant to our Bylaws, any director nominee who receives a greater number of votes “withheld” from such director nominee’s election than votes “for” such director nominee’s election is required to promptly tender such director nominee’s resignation subject to acceptance by the Board. The Board’s decision, which will not involve the participation of any incumbent director who fails to receive a majority of the votes cast in an uncontested election of directors, will be promptly disclosed in a public announcement.

The Board recommends that shareholders vote “FOR” the election of its twothree director

nominees, Peter L. Bain, Susan S. Fleming and W. Howard Morris, as Class II directors of Virtus: James R. Baio and Susan S. FlemingVirtus

Listed below are the names of the Board’s nominees to the Class II director seats and the incumbent directors who will be continuing in office following the Annual Meeting, together with certain biographical and business information regarding such persons and the experience and certain other factors considered in connection with the selection of such persons for membership on our Board.

Board Nominees to Class II

JAMES R. BAIOPETER L. BAIN (65)(63), Class II, Director since 2009.2019. Mr. Baio wasBain served as President, Chief FinancialExecutive Officer and Executive Vice PresidentDirector of Capmark Financial Group, Inc.,OM Asset Management, a private equity portfolio company engaged in global real estate finance,multi-boutique asset management firm, (now known as BrightSphere Investment Group) from 20062011 to 2017. From 2001 until his retirement in 2007. Prior to that time, from 1989 to 2006,2009, he held various positions at Franklin Resources, Inc.,Legg Mason, a publicly traded global investmentasset management organization known as Franklin Templeton Investments. He served as Chief Financial Officer, Treasurer andfirm, including Senior Executive Vice President from 2004 to 2009, head of affiliate management and corporate strategy from 2008 to 2009 and as chief administrative officer from 2003 to 2006, Chief Administrative Officer2005. Prior to that time, he was with Berkshire Capital Securities from 1991 to 2000 to 2003, Senior Vice President and Treasurer, Templeton Mutual Funds and Mutual Series Mutual Fundswhere he served as Managing Director from 19941995 to 2000, and Senior Vice President and Risk Managerearlier at Merrill Lynch & Co. in various roles from 19891987 to 1994. Prior to that, he was Senior Manager, Audit and Tax at Ernst & Young, a professional services organization, from 1977 to 1989.1990. Mr. Baio is licensed as a certified public accountant (inactive since 2008). Mr. BaioBain brings to our Board substantialboard demonstrated leadership experience in financial and accounting matters concerningthe asset management organizations and overall familiarity with the investment management industry. Furthermore, Mr. Baio’sBain’s extensive financial, accountingexperience with a wide array of corporate finance and auditing experienceoperational matters positions him well to serve as a member of our Board and Audit and Compensation Committees.Committee.

SUSAN S. FLEMING (49)(52), Class II, Director since 2009. Dr. Fleming is aan angel investor, entrepreneur in residence, keynote speaker, and executive educator for corporate clients focusing on issues of gender diversity and inclusion. She served as a senior lecturer of management and entrepreneurship at Cornell University from 2009 to 2018. Dr. Fleming worked at Capital Z Financial Services, a private equity firm, as a Principal from 1998 to 2001 and as Partner from 2001 to 2003. She was Vice President at Insurance Partners Advisors, LP, a private equity firm, from 1994 to 2003 and held various positions at Morgan Stanley and Company from 1992 to 1994. In August 2018, Dr. Fleming joined the board of RLI Corp., an American property and casualty insurance company where she serves as a Director and is a member of the Nominating/Governance and Finance and Investment Committees. Her prior directorships include Endurance Specialty Holdings, Ltd., a global insurance provider, where she served from May 2011 to March 2017; Universal American Financial Corp., a family of specialty healthcare companies, from July 1999 to December 2003; PXRE Group, Ltd., a property reinsurer, from April 2002 to April 2005, Ceres Group, Inc., an insurance and annuity products provider, from February 2000 to August 2006; and Quanta Capital Holdings, Ltd., a specialty insurance and reinsurance holding company, from July 2006 to October 2008. With her years of experience in investment banking, private equity, consultingeducation and education,entrepreneurship, Dr. Fleming brings to our Board demonstrated leadership and experience with a wide array of corporate finance, mergers and acquisitions, and operational matters. Dr. Fleming’s experience in corporate finance and organizational leadership also positions her well to serve as a member of our Board and GovernanceAudit Committee and Chair of our RiskGovernance Committee.

W. HOWARD MORRIS (63), Class II, Director since 2021. Mr. Morris has been President and FinanceChief Investment Officer of The Prairie & Tireman Group, an investment partnership, since 1998. Mr. Morris was formerly Emergency Financial Manager, Inkster, Michigan Public Schools, from 2002 to 2005, and Chief Financial Officer, Detroit, Michigan Public School District, from 1999 to 2000. He is a Certified Public Accountant and Chartered Financial Analyst. Since 2007, Mr. Morris has served on the Board of Owens Corning, an American company that develops and produces insulation, roofing, and fiberglass composites and related materials and products. Mr. Morris brings to our Board expertise in investment management and financial matters, which positions him well to serve as a member of our Board and Audit Committee.

the Virtus Mutual Funds, having been Executive Vice President from 2004 to 2006; President (since 2010) and Trustee (since 2012) of the Virtus Variable Insurance Trust; Director of the Virtus Global Funds, plc since 2013; Trustee and President of the Virtus Global Multi-Sector Income Fund since 2011 and the Virtus Total Return Fund Inc., since 2006; Trustee and President of the Virtus Alternative Solutions Trust since 2013; Director, President and Chief Executive Officer of the Duff & Phelps Select Energy MLPVirtus Total Return Fund Inc., since 2014;2006; Trustee, President and Chief Executive Officer of the Virtus Global Multi-Sector Income Fund since 2011; Director of the Virtus Global Funds, plc since 2013; Chairman and Trustee of Virtus ETF Trust II since 2015; and Director,Trustee, President and CEO of each of the Virtus Global Dividend & Income Fund,AllianzGI closed-end funds since 2006.2021. Mr. Aylward brings to our Board demonstrated leadership, extensive knowledge regarding the asset management and financial services industries, and superior skills as our CEO.

PAUL G. GREIG (66), Class III, Director since 2019. Since 2017, Mr. Greig has served as Chairman of the Board of Opus Bank (“Opus”), a federally insured chartered commercial bank, where he previously held the role of interim Chief Executive Officer and President during 2018 and 2019. He previously served as its Risk Committee chair; as a member of the Governance and Nominating Committees; and as a member of its Audit Committee. Prior to joining Opus, Mr. Greig served as Chairman, President and Chief Executive Officer of FirstMerit Corporation, a regional diversified financial services company, from 2006 to 2016. Mr. Greig has been a member of the Advisory Board of Omni Senior Living, senior residential communities located throughout Ohio, since 2016. He previously served as President and Chief Executive Officer of Citizens Banking Corporation—Illinois from 2005 to 2006 and was a director and member of the Audit Committee of the Federal Reserve Bank of Cleveland from 2011 to 2014. Mr. Greig brings to our board exceptional leadership experience along with expertise in financial and accounting matters, which positions him well to serve as a member of our Board and Chair of our Audit Committee.

TIMOTHY A. HOLT (66)(69), Class I, Director since 2009. Mr. Holt held various senior management positions with Aetna, Inc., a managed healthcare company, until his retirement in 2008. He was Senior Vice President and Chief Investment Officer from 1999 to 2008, Vice President and Chief Investment Officer from 1997 to 1999, Chief Enterprise Risk Officer from 2004 to 2007, Senior Vice President and Chief Financial Officer of Aetna Retirement Services from 1996 to 1997, Vice President of Portfolio Management Group from 1992 to 1995, Vice President of Aetna Portfolio Management from 1991 to 1992, Vice President, Finance and Treasurer from 1989 to 1991, Vice President of Public Bonds from 1987 to 1989, Property/Casualty Portfolio Manager from 1983 to 1987, Investment Officer from 1981 to 1982 and Investment Officer/Analyst from 1977 to 1981. He was a member of Aetna’s Executive Committee from 2003 until his retirement in 2008. Mr. Holt served as a consultant to Aetna during 2008 and 2009. Since 2012, Mr. Holt has served as a director of MGIC Investment Corporation, a provider of private mortgage insurance in the U.S. where he is Chairman of the Securities Investment Committee, and from January 2014 to February 2017 served as a director of StanCorp Financial Group, which was a publicly traded insurance products company until it was acquired in March 2016. With his broad management, financial and investment experience at Aetna, Mr. Holt brings to our Board leadership and knowledge regarding the financial and investment industries, risk management, corporate governance and financial and corporate operational matters. Mr. Holt received his M.B.A. from the Tuck School of Business at Dartmouth, and he has been designated as a chartered financial analyst from the CFA Institute, a global association of investment professionals headquartered in the United States. Mr. Holt’s extensive management and investment experience positions him well to serve as a memberthe Chairman of our Board and Risk and Finance Committee and Chair of our Governance Committee.

SHEILA HOODA (61), Class III, Director since 2016. Ms. Hooda is the founder, CEO and president of Alpha Advisory Partners, a company that advises on strategic positioning, mergers and acquisitions, turnaround and transformation, customer-centricity and digital business models for companies in the financial and business services sectors. Prior to founding Alpha Advisory Partners in 2013, she served as the global head of strategy and business development in the Financial & Risk business group Investors segment at Thomson Reuters from June 2012 to April 2013, and earlier as senior managing director in strategy, M&A and corporate development roles at TIAA from 2006 to 2012. Ms. Hooda previously was managing director, global equities in the Investment Banking Division at Credit Suisse Group, and prior to this, held roles at Bankers Trust, Andersen Consulting and McKinsey & Co. She began her career at American Express Bank in India. She serves on the board of Mutual of Omaha Insurance Company and is a member of its Audit and Compensation committees. Ms. Hooda brings to our Board substantial expertise and experience in the areas of corporate finance, capital markets, risk

global insurance brokerage and consulting company, serving from 1998 to 2002 as the Chief Human Resources Officer.CHRO. She joined Aon in 1994, as head of the Midwestern Regional Office of Aon Consulting. In 1996, she assumed responsibility for the HR Strategy and Technology consulting practice, and managed this global practice until assuming her role as CHRO for the corporation. Ms. Jones currently serves on the Advisory Board of RedZone Technologies, a leading Managed Security Service Provider (MSSP) specializing in enterprise security solutions for small and medium businesses. She was a founding member of The Sorkin Center for Nonprofit Governance, and serves on its Advisory Council. Ms. Jones also served as a senior consultant with Organizational Dynamics, Inc., an international management training and consulting company, and held several leadership positions across asix-year tenure with Citicorp Mortgage. Ms. Jones currently serves on the Board of TI-People, a global business whose focus is technology and insights for HR leaders; the Capital Area Chapter of the National Association of Corporate Directors, and Linkage, Inc., a leadership assessment and development company. She also serves on the Advisory Boards of Pamlico Capital Management, a mid-market private equity firm, and Exec Online, a global leadership development business. Ms. Jones brings to our Board management and leadership experience, which positions her well to serve as a member of our Board and AuditGovernance Committee and Chair of our Compensation Committee.

MARK C. TREANOR (72), Class III, Director since 2009. Mr. Treanor served as Senior Partner at the law firm of Treanor Pope & Hughes, which he founded, from 2009 until his retirement in 2013. He also serves as an executive leadership coach. Previously, he served as Senior Executive Vice President, General Counsel and Secretary of Wachovia Corporation, a bank holding company, from 2001 to August 2008, with responsibilities for legal, regulatory, corporate governance and government relations activities for all domestic and international businesses, including Evergreen Investments, Wachovia’s asset management division, and was a member of Wachovia’s Senior Risk Committee and its Operating Committee, which was responsible for overall management of Wachovia, and was Chairman of its Ethics Committee. Previously, from 1999 until 2001, he held similar responsibilities as Executive Vice President, General Counsel and Secretary of First Union Corporation, Wachovia’s predecessor, which he joined in 1998 after serving as President and Senior Partner at Treanor Pope & Hughes. Mr. Treanor served as a director of Wachovia Bank N.A. from 2001 to June 2008. Mr. Treanor has served as Chairman of the Advisory Committee to the Export-Import Bank of the United States and has served on the boards of numerous educational and charitable organizations, including the National Defense University, the United States Naval Academy (Vice-Chair), the University of Maryland School of Law, the National Defense University Foundation (Chair), the U.S. Chamber of Commerce Institute for Legal Reform, and the Board of Advisors to the University of North Carolina School of Law Center for Banking and Finance. A former Marine Corps captain and graduate of the U.S. Naval Academy, Mr. Treanor is a member of the Council on Foreign Relations. He holds a Juris Doctor degree (with honors) from the University of Maryland School of Law where he was a member of the Law Review and Order of the Coif. Mr. Treanor brings to our Board management and leadership ability and extensive knowledge of a wide array of financial, legal and operational issues facing public company financial organizations, including corporate governance, legal and regulatory compliance, leadership development and succession planning, risk assessment, mergers and acquisitions, and strategic planning. Mr. Treanor’s extensive management and leadership experience with large organizations positions him well to serve as the Chairman of our Board and as a member of our Compensation and Governance Committees.

STEPHEN T. ZARRILLI (58)(60), Class I, Director since 2014. Mr. Zarrilli serves ashas served on the President and Chief Executive OfficerBoard of Thethe University City Science Center, an urban research park that provides technology,

ITEM 2—RATIFICATION OF THE APPOINTMENT OF

THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.2022. Deloitte audited our consolidated financial statements for the fiscal year ended December 31, 20182021 and performed other services as described under “Fees Paid to the Independent Registered Public Accounting Firm” below. PricewaterhouseCoopers LLP (“PwC”), the Company’s former independent registered public accounting firm, audited our consolidated financial statements for the fiscal year ended December 31, 2017 and performed other services as described under “Fees Paid to the Independent Registered Public Accounting Firm” below.

As previously disclosed, on March 26, 2018, the Audit Committee approved the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 and notified PwC, the Company’s former independent registered public accounting firm, of its decision to dismiss PwC, effective as of that date, and to appoint another independent registered public accounting firm.

During the fiscal years ended December 31, 2017 and 2018 and the subsequent interim periods through March 26, 2018, neither the Company nor anyone on its behalf consulted with Deloitte regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of RegulationS-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of RegulationS-K.

PwC’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2016 and 2017 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2016 and 2017, and the subsequent interim periods through March 26, 2018, there were: (i) no disagreements between the Company and PwC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure within the meaning of Item 304(a)(1)(iv) of RegulationS-K and the related instructions, which, if not resolved to PwC’s satisfaction, would have caused PwC to make reference to the subject matter of the disagreement in connection with its report and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of RegulationS-K.

The Company provided PwC with a copy of the foregoing disclosures and requested that PwC furnish the Company with a letter addressed to the SEC stating whether or not it agreed with the statements in the immediately preceding paragraph. A copy of PwC’s letter, dated March 30, 2018, was filed as Exhibit 16.1 to the Company’s Form8-K filed on March 30, 2018.

We are submitting the selection of Deloitte to our shareholders for ratification as a matter of good corporate governance. If the appointment is not ratified by the shareholders of the Company, the Audit Committee may reconsider the selection of Deloitte as the Company’s independent registered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time it determines that a change would be in the best interests of the Company and our shareholders.

Representatives of Deloitte are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.

A majority of the votes represented at the Annual Meeting, in person or by proxy, is required to ratify the appointment of Deloitte.

reviewed in accordance with thepre-approval policy. At subsequent Audit Committee meetings, the Audit Committee receives updates on services being provided by the independent registered public accounting firm, and management may present additional services for approval. The authority to grant specificpre-approval between meetings, as necessary, has been delegated to the Chair of the Audit Committee, and any such approvals must be reported to the full Audit Committee at its next meeting. All services provided by Deloitte during 20182021 and PwC during 20172020 werepre-approved by the Company’s Audit Committee in accordance with thispre-approval policy.

Report of the Audit Committee

The Audit Committee acts under a written charter adopted and approved by the Board, a copy of which may be found on the Company’s website atwww.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.” Each of the members of the Audit Committee is independent as defined under the NASDAQ listing standards and applicable law.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation, presentation and integrity of the Company’s financial statements and for its reporting process, including establishing and maintaining internal control over financial reporting and disclosure controls and procedures. The Company’s independent registered public accounting firm is responsible for auditing our annual financial statements and performing quarterly reviews. In fulfilling its responsibilities, the Audit Committee relies, without independent verification, on the information provided by management, the Company’s internal audit function and the Company’s independent registered public accounting firm.

ITEM 3—TO APPROVE BY AN ADVISORY VOTE THE COMPENSATION

OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT

We are asking our shareholders to approve, by an advisory vote, the compensation of our named executive officers (“NEOs”), as disclosed in ourCompensation Discussion and Analysis and in the tabular and accompanying narrative disclosure regarding named executive officer compensation contained in this Proxy Statement.

This proposal, commonly known as a “Say on Pay” proposal, gives our shareholders the opportunity to express their views on NEO compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement.

As discussed in theCompensation Discussion and Analysis section of this Proxy Statement, our executive compensation program is tied to the achievement of our financial, operational and strategic goals, structured to reward superior Company performance, and designed to:

During fiscal 2018,2021, our management team continued to execute our long-term business plan and create significant value for our shareholders. Our keyKey accomplishments and financial and operating results in 2018¹ during the year included:

In considering your vote, we urge shareholders to review the information on the Company’s compensation policies and decisions regarding the NEOs presented in theCompensation Discussion and Analysis, as well as the discussion regarding the Compensation Committee as set forth in this Proxy Statement.

The Company intends to hold thisthe advisory “Say on Pay” vote on an annual basis and will hold an advisory vote on the frequency of future advisory votes on executive compensation at our 2023 annual meeting.Annual Meeting.

EXECUTIVE OFFICERS

Executive Officers

The following table sets forth certain information regarding the executive officers of the Company as of April 1, 2019:March 31, 2022.

As Mr. Aylward also serves as a director of the Company, his information is presented above in this Proxy Statement under the heading “Item 1 – Election of Directors – Other CurrentContinuing Members of the Board”Board.”.

Mr. Angerthal is Executive Vice President, Chief Financial Officer and Treasurer and has held those positions since January 1, 2009 when the Company became an independent public company. He also serves as our principal accounting officer.officer and has served as a Director of the Virtus Global Funds ICAV since 2019. Mr. Angerthal joined Phoenix Investment Partners, Inc., the predecessor to the Company, as Senior Vice President, Chief Financial Officer in 2008. Prior to joining the Company, Mr. Angerthal had been the Chief Financial Officer of CBRE Realty Finance, a publicly traded commercial real estate specialty finance company, from 2005 to 2008. Previously, he held several positions with GE Corporation, a diversified technology, media and financial services company, including Manager, Financial Planning & Analysis of GE Real Estate from 2002 to 2005; Staff Analyst, Investor Relations of GE Capital Corp. from 1999 to 2002; and Director, Finance of NBC from 1996 to 1999. Prior to GE, he was a Manager of Business Assurance in the audit practice of Coopers & Lybrand in New York. Mr. Angerthal is a Certified Public Accountant and earned an MBA from Columbia Business School and holds an undergraduate degree in accounting from Pace University in New York.

Mr. Bradley is Executive Vice President, Fund Services. He has served as the Chief Financial Officer and Treasurer of the Virtus Mutual Funds since 2006 and manages all operational and financial matters for the fund family. He is also Chief Financial Officer and Treasurer of numerous trusts and mutual funds sponsored by the Company and chairs the Valuation and Disclosure Committees of each of such funds. He has served as a Director of Virtus Global Funds, plc since 2013.2013 and as a Director of the Virtus Global Funds ICAV since 2019. Prior to joining the predecessor to the Company in 2004, Mr. Bradley was an assurance and advisory senior manager with Deloitte where he worked in both the United States and Australia. He consulted and serviced Fortune 500 companies and atop-tier private equity firm. He is a Certified Public Accountant and a member of the Investment Company Institute Accounting and Treasurer’s Committee.

Mr. Flynn has served asMs. Hills is Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary, since February 2011a role she assumed in September 2019. She is responsible for developing and as Chief Compliance Officer from 2011guiding the strategic direction of the legal, regulatory and compliance functions and also provides counsel to 2013.Virtus’ Board of Directors on all legal and regulatory matters. Prior to joining the Company, Mr. FlynnMs. Hills served until April 2018 as Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary for iBasis,of Waddell & Reed Financial, Inc., an international wholesale telecom carrier, from 2007 until 2011. From 2001 to 2006 he served asa publicly traded asset management company located in Overland Park, Kansas. She became Executive Vice President in 2018; Chief Legal Officer, Senior Vice President and General Counsel in 2014 and Secretary for Imagistics International Inc., which marketed, soldin 2005, and serviced document imaging equipment. Earlier, Mr. Flynn was a partner in the Business Practice Group of Wiggin & Dana, LLP, where he focused on business transactions and general corporate representation. He has also served in senior legal counsel positionsvarious roles at publicWaddell including Vice President and private companies in the chemicals and health care industries, including as Senior DeputyAssociate General Counsel of Olin Corp., a diversified chemicalsfrom 2005 to 2014; Assistant General Counsel from 2002 to 2005; Assistant Secretary from 2000 to 2005, and materials company. Mr. Flynn holds a Juris Doctor from Fordham University School of Law and is a member of the American Bar Association, the Association of Corporate Counsel, the Society of Governance Professionals and the National Association of Corporate Directors.as Compliance Officer

of Waddell & Reed Investment Management Company from 1998 to 2000. Prior to joining Waddell, she was an associate with the law firm of Klenda, Mitchell, Austerman and Zuercher, LLC, a Wichita, Kansas law firm. Ms. Hills earned a J.D. from the University of Kansas School of Law following a bachelor’s degree in architectural studies from the University of Kansas School of Architecture.

Mr. Mandinach is Executive Vice President, Head of Distribution. Mr. Mandinach has more than 30 years of experience in the investment management industry, primarily in retail product sales, marketing, and sales leadership. Prior to joining the Company in 2014, he was at UBS Global Asset Management (U.S.), a global investment services firm, for 12 years, most recently as Head of Wholesale Distribution and Chief Marketing Officer, as well as a board member of the PACE Select Funds. From 1999 to 2001, Mr. Mandinach was the Chief Sales and Marketing Officer at Phoenix Investment Partners (PXP), the predecessor to Virtus. Prior to PXP, he was a partner andco-founder, with Martin Zweig and Eugene Glaser, of the Zweig Mutual Funds, which were acquired by PXP in 1999. He began his investment industry career in 1981 at Drexel Burnham Lambert, an investment banking firm, holding sales and product management roles over eight years.

Ms. Peña is Executive Vice President, Chief Human Resources.Resources Officer. Ms. Peña joined the Company in 2010 from The Hartford Financial Services Group, a financial services company, where she was Vice President of Human Resources supporting the property and casualty insurance business segments. Prior to joining The Hartford in 2001, she was Senior Vice President and Chief Human Resources officer at ADVO, a direct marketing company. Ms. Peña graduated from the University of Houston with a B.A. in industrial psychology and personnel management and later earned a master’s degree in human resources management from Houston Baptist University.

Mr. WaltmanSmirl is Executive Vice President Product Management,and Chief Operating Officer, a position he has held since January 2009.joining the Company in May 2021. He also serves as Executive Vice President for numerous trusts and mutual funds sponsored by the Company. Since 2013, Mr. Waltman has served as a directorFrom July 2018 to April 2021, he was Chief Operating Officer at Russell Investments, an investment firm headquartered in Seattle, Washington where he oversaw all facets of Virtus Global Funds, plc. Mr. Waltman joined the predecessorcompany’s global operations, including information technology, fund services, legal, compliance, risk management, internal audit, project management, investment performance analytics, corporate services, sourcing and procurement, and government and community relations. Prior to Russell Investments, he was the Company in August 1990Executive Director and has held a numberChief Executive Officer at the State of senior positions including Senior Vice PresidentWisconsin Investment Board, an independent state agency responsible for managing the assets of Product Managementthe Wisconsin Retirement System, the State Investment Fund and Development from July 2008 to December 2008; Senior Vice President, Product Development and Management, from February 2006 to December 2007; Vice President, Product Development and Management,other state trust funds, from January 2005 to February 2006;July 2018, and, before that, was Partner and Chief AdministrativeOperating Officer at William Blair Investment Management, a financial services company providing investment banking, investment management and private wealth management services, where he led the firm’s operations, product development, fund services, finance, business analysis, risk management, and technology teams from August 20032004 to December 2004. From January 20082018. Mr. Smirl joined William Blair Investment Management as Chief Legal Counsel after serving from 2001 to July 2008,2004 as Chief Legal Officer at Strong Capital Management. He began his career in 1992 at a Los Angeles-based law firm, becoming a Partner there in 1999, where he counseled financial services firms and specialized in securities law. Mr. Waltman was Vice President, HeadSmirl holds a bachelor’s degree in economics from the University of Investment Product,California at Prudential Retirement,Irvine and a business unit of Prudential Financial, Inc.J.D. from Loyola Law School in Los Angeles.

EXECUTIVE COMPENSATION

Letter to our Shareholders

Dear Fellow Shareholders:

The Virtus Compensation Committee (the “Committee”) of the Board is responsible for ensuring that the Company’s executive compensation program is– including its compensation governance policies and executive pay decisions – aligns with our pay-for-performance philosophy. The Committee establishes, updates, and evaluates the framework and results of the Company’s executive compensation program. By soliciting feedback through shareholder engagement and requiring an annual “Say on Pay” advisory vote, we have aligned our compensation philosophy and objectives with our shareholders’ interests.

We maintain this alignment by linking the most significant portion of each executive’s pay to correspond to performance against specific financial and operational metrics, achievement of long-term strategic priorities, and creation of shareholder value. Annual incentive awards for our CEO and our other NEOs are determined through an evaluation of the Company’s performance against pre-established financial, operational, and strategic objectives, subject to a maximum funding level established at the beginning of the year, which for 2021 was 7% of operating income, as adjusted, prior to incentive compensation.

Following the annual strategic and financial plan review process by the Board, management established financial and operational performance targets that were appropriately rigorous. These targets were set above either the Company’s 2020 actual results or industry-average levels of profitability and net flows in order to align management incentives with the interestsCompany’s strategic goals. For example, the target of earnings per share (“EPS”), diluted, as adjusted⁴ for 2021 was set at a 67% increase over 2020 results, reflecting the expectation that the Company could achieve significant growth with the successful integration of completed or pending transactions. Growth in operating income, as adjusted, versus companies in the Financial Peer Group (“Financial Peers”)⁵ was added as a new financial metric for 2021 to replace the prior metric of net income, as adjusted, which, after further analysis, was deemed to be too similar to the EPS metric. The target for relative growth in operating income, as adjusted, was set at the 45^th percentile, a five-percentage-point increase over 2020 results, and above the median of the Financial Peers.

In order to further enhance alignment with shareholders, and consistent with our compensation philosophy, we require that a substantial percentage of executive compensation opportunity be variable. For 2021, the Committee maintained a 50%/50% target for the CEO’s long-term/short-term incentive variable pay mix, consistent with the 2020 target ratio. In 2021, 91% of our CEO’s target compensation was in the form of variable, or “at-risk,” pay.

The Committee recognizes the importance of executive compensation decisions to our shareholders and, ourpay-for-performance philosophy. For the 2018 performance year, the Committee approved changes to both the annual and long-term incentive compensation plans and, further, made enhancements to the long-term incentive plan that will be effective for the 2019 performance year. We have also enhanced our disclosures to give shareholders more information and contexttogether with which to assess the program’s effectiveness.

Shareholder Engagement and Actions Taken

The Committeemanagement, engages with shareholders throughout the year regarding executive compensation and other Company matters. Engagement with shareholdersyear. This engagement allows us to solicit input and respond to questions about Company matters, including our executive compensation program. We carefully consider shareholder feedback, advice from our independent compensation consultant, and input from proxy advisory firms regarding compensation program design elements, prevailing industry best practices, the nature and type of metrics included in our performance-based incentive plans, and the linkage of executive pay to companyCompany, functional, and individual performance when establishing our executive compensation plan each year.

At our 2018 We believe this comprehensive approach has helped us maintain an executive compensation program that supports the long-term strategic goals of the Company. We are also pleased that 95.9% of the votes cast on the advisory “Say on Pay” proposal at the 2021 annual meeting thesay-on-pay proposal did not receive the support of a majorityshareholders were voted in favor of our shareholders. We take the results of this vote very seriously. As a result of shareholder feedback we received both in our normal engagement process and in following up on the 2018 vote, we made several changes, discussed in detail below, to our executive compensation program.

ForFinancial and Operating Results

In 2021, the Company achieved financial results that were substantially above target and operating results that were considerably above target. The Company also completed two significant transactions during the year and made substantial progress on a third transaction that closed at the start of 2022. Results included:

Net Income ($M)		Operating Margin		Earnings Per Share, Diluted
Total Assets Under Management ($B)		Total Sales ($B)		Asset Net Flows ($B)

Under the 2019 long term incentive plan with a three-year metricleadership of relative net flow of long-term assets under management.

The 2018 fiscal year brought positive developments asour executive team, the Company continued to deliver strong investment performance for our clients; generated strong financial and operating results, including increases in assets under management, earnings per share, operating income, and the related margin; and realized the financial and operational benefits of the recent acquisitions. However, despite three strong quarters of sales and net flows, the company’s overall performance against key financial and operational metrics, as well as the stock price and market valuation, was impacted by significant market volatility and economic uncertainty in the fourth quarter.

The Committee also evaluated the Company’s accomplishments against the qualitative factors set for theexecute on its strategic priorities of product quality, distribution growth, operating optimization, talent engagement, and financial management during 2021. The management team provided executive leadership to the completion of transactions that significantly grew the scope of the business through additional AUM, affiliated managers, and distinctive investment strategies. The strategic partnership with Allianz Global Investors (“AllianzGI”) added $29.3 billion⁶ in AUM upon closing and a new affiliated manager, NFJ Investment Group (“NFJ”). The acquisition of Westchester Capital Management (“Westchester Capital”) added $5.1 billion⁷ in distinctive event-driven investment strategies. The Company also completed transaction negotiations, due diligence and integration work that culminated in the January 1, 2022 acquisition of Stone Harbor Investment Partners (“Stone Harbor”), a leading manager of emerging markets debt and

multi-asset credit strategies. We are also particularly proud of the leadership exhibited by our management team in developing comprehensive diversity, equity, and inclusion (“DEI”) initiatives that reinforced the Company’s commitment to maintaining an equitable environment that respects every employee.

When the Committee evaluated the Company’s 2021 performance to determine funding for the annual incentive compensation plan, we considered the following key factors: (i) financial and operating results, including those described above; (ii) accomplishments against the Company’s strategic priorities, as described in “Annual Incentive Compensation,” below; (iii) executive leadership related to transactional due diligence and integration activities; and (iv) management’s guidance as the Company successfully adapted to the operational challenges related to the ongoing pandemic.

Considering the quantitative and qualitative components of the annual incentive plan, the Committee assessed the Company’s overall annual results to be at target.

The Committee evaluated these 2018 performance results, on both an absolutesubstantially above target and relative basis, consistent with its philosophy that executive compensation should reflect the Company’s performance in determiningapproved annual incentive awards for our executives. the executive officers that were, in aggregate, at 33% of the maximum potential pool funding of 7% of operating income, as adjusted, before any variable incentive compensation.

For the long-term incentive awards granted in 2021, 50% of the awards were granted in Performance Share Units (“PSUs”) that vest, if at all, based on two equally weighted performance metrics: (i) three-year Total Shareholder Return (“TSR”) compared with the Financial Peers, and (ii) three-year net flow rate of long-term assets under management, relative to the Financial Peers. The performance period for both of these metrics will end on December 31, 2023. These same metrics also will be used for the 2022 long-term incentive awards.

In addition,its overall assessment, the Committee considereddetermined the low levelsCompany achieved financial results that were substantially above target and operating results that were considerably above target, as exemplified by the following: a significant increase in AUM as a result of support for oursay-on-pay proposals forboth organic and inorganic growth; increases in sales from the last two years,prior year; continued strong relative investment performance; substantial increases in operating income, as adjusted, related operating margin, and earnings per share, diluted, as adjusted; and the completion of multiple transactions. The Committee further determined that overall strategic results considerably exceeded expectations, particularly recognizing executive leadership in the development and introduction of a comprehensive DEI program as well as lowsenior management’s successful negotiation, execution and integration of the AllianzGI and Westchester Capital transactions and negotiation and execution of the Stone Harbor acquisition that closed in 2022. The Committee also recognized that the strong performance in the Company’s one-year TSR forof 39% was above the past yearmedian of the Financial Peers and across a five-year time horizon.

********************

Management,that the CommitteeCompany’s three-year relative TSR of 297% was the best among the Financial Peers and substantially higher than the peer median of 131%.We believe these accomplishments demonstrate the strength of our organization and the Board are focused on responding to shareholder concerns and dedicated to improving shareholder returns over the long term. In response to shareholder input, we took meaningful action in 2018 to improveoutstanding capabilities of our executive compensation program and enhance our disclosures. leadership team.

On behalf of management and the Board, the Committee appreciates your previous support for our “Say on Pay” proposal and asks you to carefully consider the amendments we have made to our 2018 program – andresults the incentive plan changes that have already been approved for 2019 –Company achieved in 2021 as you assess ourpay-for-performance decisions. We appreciate your support.

Respectfully,

COMPENSATION COMMITTEE

Melody L. Jones, (Chair)Chair

James R. BaioPeter L. Bain

Mark C. TreanorTimothy A. Holt

Compensation Discussion and Analysis

Named Executive Officers

We rely on a highly qualified and experienced management team that is focused on achieving profitable and sustainable financial results, delivering strong investment performance, and expanding our offerings of attractive products to create long-term value for shareholders. This Compensation Discussion and Analysis explains the compensation program for our named executive officers (NEOs)the following NEOs for 2018:2021:

2018 Business and Performance Highlights

The Company performed well with respect to our key financial and operating metrics, including:

Financial and Operating Results

Revenue ($M)		Operating Margin		Earnings Per Share

Assets Under Management ($B)		Asset Net Flows ($B)

Compensation Policies and Practices

The Compensation Committee has adopted the following pay and governance policies and practices that align with our compensation philosophy and objectives and shareholders’ interests:

“Say on Pay” and Shareholder Engagement

Our year-round shareholder engagement complements ongoing investor relations activities that include investor conferences andone-on-one meetings in addition to dialogues concerning quarterly earnings. Conversations with shareholders cover their views on corporate governance, including executive compensation matters such aspay-for-performance alignment, peer group methodology, and the use of financial and operational metrics in determining compensation awards, among other topics.

YEAR-ROUND SHAREHOLDER ENGAGEMENT Q1 Q2 " Management and directors conduct meetings " Management and directors conduct additional with large investors and proxy advisory services shareholder outreach to identify governance and compensation " after annual meeting, management analyzes priorities voting results and presents findings to Board " Resulting adjustments are reflected in and appropriate committees compensation design and proxy disclosures Q4 Q3 " Management conducts ongoing shareholder " Management conducts ongoing shareholder outreach " Committees evaluate and determine responses " Additional shareholder input is reviewed for potential issues and concerns and enhancements to policies and practices, as appropriate outreach

Through this year-round engagement as well as our annual advisory“say on pay” vote on executive compensation, or “say on pay,” our shareholders also provide input to the Company on our executive compensation program. At our 2018Our outreach to shareholders prior to the 2021 Annual Meeting of Shareholders, approximately 46%included offers for telephonic or in-person meetings between Ms. Jones, chair of the votes cast approved an advisory vote onCommittee, Ms. Peña, Chief Human Resources Officer, and Mr. Angerthal, Chief Financial Officer, with institutional investors representing approximately 60% of common shares outstanding⁸ to discuss executive compensation and other governance topics. We continued this engagement after the compensation of our NEOs, which was a significant decline from prior years. Based on this result, the Company reevaluated its programs and sought additional2021 Annual Meeting to give shareholders further opportunity to provide feedback from shareholders to understand their views about our executive compensation program.

Our outreach to During the fourth quarter of 2021 and first quarter of 2022, we contacted shareholders during 2018 included telephonic orin-person meetings with institutional investors representing approximately 81%63% of common shares outstanding and held discussions with shareholders representing more than 29% of shares outstanding.⁴⁹ Overall, shareholders expressed their support for the significant changes that were made to discussthe executive compensationscompensation program in recent years and other governance topics. In addition, followingconveyed their belief that the 2018 annual meeting throughcurrent approach aligns executive pay appropriately with performance outcomes. Each institutional investor relayed appreciation for changes to the filingcompensation plan that were reflective of this proxy, additional shareholder outreach has included:feedback and serve to better align compensation with long-term objectives. Shareholders who opted not to participate in calls noted that they had no material concerns and were supportive of the changes that were made.

The key themes that we heard in our conversationsongoing dialogues with shareholders, as well as input from the Committee’s independent compensation consultant and a review of industry practices, helped inform changes we mademodified our 2021 executive compensation plan by adding growth in operating income, as adjusted, versus the Company’s Financial Peers as a new financial metric, replacing net income, as adjusted. The Committee believed this change was appropriate to better balance metrics that assess our performance relative to peer companies and to avoid duplication with the EPS, as adjusted, metric. The new measure reflects the actual operating environment and adds an important comparison with peer companies. By setting the 45^th percentile for target payout, the measure requires an above-median result in comparison to the Financial Peers, which is consistent with our other relative measures. We continued to ensure our executive compensation program as notedplans have clear performance objectives with corresponding metrics established at the beginning of each performance cycle and incorporate appropriate metrics to ensure the alignment with business success and shareholder value creation. In addition, considering shareholder feedback, we have also enhanced our disclosure to more clearly present actual results and to provide further detail regarding the factors the Committee considers in establishing incentive opportunity and the following table:individual compensation decisions for each NEO.

For 2018,2021, the Committee selected the following 12 companies asto be included in the executive compensation peer group:Executive Compensation Peer Group, which was consistent with the Executive Compensation Peer Group used for 2020:

In determining final individual annual incentive awards, the Committee reviews the Board’s evaluation of the CEO’s performance and histhe CEO’s evaluations of the other NEOs.

Committee regarding all elements of compensation. Our CEO does not participate in the Committee’s deliberations, or make a recommendation, regarding his own compensation.

The chart below reflects the target pay mix for our CEO for 2018CEO’s 2021 compensation, consistingwhich consisted of base salary, annual incentives, and long-term incentives. The chart shows thatAs indicated below, 91% of the CEO’s 2021 target pay iswas at-risk.

20182021 CEO Target Pay Mix

2018 CEO Target Pay Mix Base Salary: 9% Annual Incentive: 53% Long-term Incentive: 38% Total Variable Pay (Annual and Long-Term Incentive): 91%

determine the final incentive pool funding, the award amount for the CEO, and as a factor in determiningother NEO awards. The Committee considers the relative weightings of each category in assessing the overall results, but does not apply formulaic weighting to the individual factors within each category. The Committee believes this structured approach facilitates a more holistic assessment of performance and is the most effective approachway to measuringmeasure the CEO’s leadership and the other NEOs’ performance within the context of a dynamic investment industry. This flexibility is particularly important for asset managers as external factors outside of the control of management, such as interest rate changes and stock market volatility, can have a dramatic impact on industry performance outcomes.

Annual Incentive Performance Metrics and Results

The Company continued to execute on the long-term business plan and during 2018 delivered strong financial and operational results compared with the prior year, including a 48 percent increase in total sales that included a 52 percent increase inopen-end mutual fund sales; a 63 percent increase in net income, as adjusted; and a 56 percent increase in earnings per share – diluted, as adjusted. Positive sales and net flow trends through the third quarter were affected by the volatile market environment in the fourth quarter, which influenced full-year results.

The Committee also considered the following relative performance metrics comparing the Company results to those of its 16 publicly traded financial peers in order to provide additional industry context to the overall performance assessment:

CEO Award Determination

George R. Aylward

President, Chief Executive Officer and Director

For our CEO, the Committee established the target annual incentive opportunity to position his target total compensation, (basewhich comprises base salary, annual incentives,incentive, and long-term incentives)incentive, competitively relative to amounts paid to peer group CEOs. For the 20182021 performance year, the annual incentive target was $3.2$3.0 million, with a threshold of zero and a maximum of 200% of target.

The performance objectives of our CEO are directly aligned with the factors that are considered in determining the annual incentive pool funding, as reviewed in the table,2018“2021 Annual Incentive Performance Metrics and ResultsResults” table, above.

Financial Objectives (50%)

SpecificAdditional information about the accomplishments included: