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 20202022 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 20, 202028, 2022 as the record date for the determination of shareholders entitled to receive notice of, and to vote on, all matters presented at the 20202022 Annual Meeting of Shareholders or any adjournments or postponements thereof. A list of these shareholders will be made available to shareholders during the meeting at:www.virtualshareholdermeeting.com/VRTS2020.

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 20192021 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 20192021 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.

i

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,

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

By Order of the Board of Directors,

/s/ WENDY J. HILLS

WENDY J. HILLS

SECRETARY

APRIL 8, 20206, 2022

HARTFORD, CONNECTICUT

iii

TABLE OF CONTENTS

GENERAL INFORMATION

ABOUT THIS PROXY STATEMENT AND THE 20202022 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 20202022 Annual Meeting of Shareholders (the “Annual Meeting”) and at any adjournment or postponement thereof, to be held virtually on Monday,Wednesday, May 18, 20202022 at 9:10:00 A.M. EDT atwww.virtualshareholdermeeting.com/VRTS2020. You will need to have your16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials to join the Annual Meeting.Company’s offices, One Financial Plaza, 19^th Floor, Hartford, Connecticut. The Notice of Annual Meeting, Proxy Statement and voting instructions, together with our 20192021 Annual Report, will be mailed and/or made available to each shareholder entitled to vote starting on or about April 8, 2020.6, 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.

Why isHow will the Annual Meeting being webcast online?be conducted?

DuePursuant to our Amended and Restated Bylaws (the “Bylaws”), the emerging public health impact of the coronavirus outbreak(COVID-19)Board has broad responsibility and legal authority to support the healthadopt rules and well-being of our shareholders and other participants atregulations for the Annual Meeting this yearto ensure the Annual Meetingmeeting 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 a virtual meeting of shareholders held via a live audio webcast. We designedavailable at the formatmeeting. The Chairman of the virtual meeting to ensure that our shareholders who attend our Annual Meeting will be affordedBoard (the “Chairman”) may also exercise discretion in recognizing shareholders’ comments or questions and in determining the same rights and opportunities to participate as they would at anin-person meeting and to promote shareholder access, participation and communication through online tools. We expect that we will return to holding anin-person annual meeting next year.    

How do I participate in the virtual meeting?

To participate in the meeting, you must have your16-Digit Control Number that is shownextent of discussion on your Noticeeach item of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials. You may access the Annual Meeting by visitingwww.virtualshareholdermeeting.com/VRTS2020. If you encounter any difficulties accessing the virtual meeting during thecheck-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

You will be able to submit questions during the meeting.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, or service issues, 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 8, 2020,6, 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.

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 7,715,7867,476,082 shares of our Common Stock outstanding and entitled to vote. 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 the 10 day10-day period immediately preceding the Annual Meeting and will be made available to shareholders during the meeting at:www.virtualshareholdermeeting.com/VRTS2020.Meeting. At the Annual Meeting, shareholders will be asked to consider and vote upon the following matters:

We are asking shareholders to vote upon the election of the three directors recommended for nomination by our Governance Committee and nominated by our Board for the three Class IIIII director seats, each to hold office for a three-year term expiring at the 20232025 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 IIIII 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 promptly tender his or her resignation, subject to acceptance by the Board, in accordance with our Bylaws. 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. There is no cumulative voting in the election of directors.

Ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 20202022 requires that a majority of the votes represented at the Annual Meeting, in person or by proxy, be voted “FOR” the proposal. You may vote FOR, AGAINST or ABSTAIN on this matter. If you vote 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. The ratification of the Audit Committee’s appointment of the independent registered public accounting firm is considered a routine matter for which a bank, broker or other holder of record will have discretionary authority to vote on behalf of the beneficial owners of shares held by the bank, broker or other holder, even in the absence of specific instructions from the beneficial owner.

An advisory vote on the compensation of our named executive officers is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The affirmative vote of a majority of the votes represented at the Annual Meeting, in person or by proxy, is required to approve, on an advisory basis, the compensation of our named executive officers, as described in this Proxy Statement. You may vote FOR, AGAINST or ABSTAIN on this matter. If you vote 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” the

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 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, please contact Investor Relations by sending an email to investor.relations@virtus.com.

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

The Board of Directors recommends that shareholders vote:

How many votes are required to conduct the Annual Meeting?

The presence at the meeting, in person or represented by proxy, of the holders of record ofone-third of the shares entitled to vote on any matter at the meeting will constitute a quorum for the transaction of business at the Annual Meeting. Your shares will be counted towards the quorum if you vote by mail, by telephone or through the Internet either before the Annual Meeting or in person during the Annual Meeting. Abstentions and brokernon-votes will be counted for the purpose of establishing a quorum at the meeting. If a quorum is not present, we will adjourn the Annual Meeting until a quorum is obtained.

How are votes counted?

A representative from Broadridge Corporate Issuer Solutions, Inc., the Company’s transfer agent, will serve as the inspector of elections for the Annual Meeting and will tabulate the votes for each proposal.

How do I vote?

Whether you hold your shares directly as a shareholder of record, or beneficially in street name, you may vote your shares without attending the Annual Meeting.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The Notice of Internet Availability of Proxy Materials has been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the “shareholder of record.” As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by submitting voting instructions to such person in accordance with the directions outlined in the Notice of Internet Availability of Proxy Materials.

If you hold shares in your name as a holder of record, you are considered the “shareholder of record” with respect to those shares. You can vote your shares:

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. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 20202022 is

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 that 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 and Interested Party 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 2020,2022, the Board considered the independence of our directors and determined that each of Dr. Fleming, Mses.Ms. Jones, and Hooda, and Messrs. 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. James Baio,Mark Treanor, who resignedretired from the Board in February 2020,April 2021, was independent under such standards in connection with the Board’s February 20192021 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:

The table below provides the current membership for each of the Board committees:

During 2019,2021, the Board held eight11 meetings. Our independent directors meet in regularly scheduled executive sessions, generally at the end of each regular Board meeting. Mr. Treanor,Holt, our independent Chairman, of the Board, presides at all Board meetings and executive sessions.

Directors are expected to attend all Board meetings, the annual meeting of shareholders and meetings of committees on which they serve, and to spend the time needed and to meet as frequently as necessary to properly discharge their responsibilities. Director attendance and meeting preparation is part of the annual evaluation process conducted by the Governance Committee. All of our then-serving directors attended our 20192021 Annual Meeting, and each of our current directors attended at least 75% of the meetings of the Board and of the standing committees of which he or she was a member during 2019, other than Mr. Zarrilli who, due to medical reasons experienced during the year, was unable to attend 75% of such meetings.2021.

The Board has adopted written charters for each of the Audit, Compensation Governance, and Risk and FinanceGovernance Committees that set forth the responsibilities, authority and specific duties of each such committee. Each committee reports out regularly to the full Board regarding its deliberations and actions. The charters for each of the committees of our Board are available on our website atwww.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.”

Board Leadership Structure and Evaluation

Under our Corporate Governance Principles, to ensure Board independence, no less than a majority of our directors are required to be independent in accordance with NASDAQ Rules. Pursuant to our Corporate Governance Principles, our Board determines the best board leadership structure for ourthe Company and our Board may choose its Chairman in the manner it deems in the best interests of the Company and its shareholders. The Board does not have a formal policy that requires the roles of Chairman of the Board and Chief Executive Officer to be separate.

At this time, the Board believes that it is advisable for one of our independent directors to serve as Chairman, of the Board, and the Board has elected Mark C. TreanorTimothy A. Holt as Chairman. The Board believes that its members provide a broad array of experience, expertise and perspective and that it is beneficial to have an independent director

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.

Audit Committee

The Audit Committee currently consists of Messrs. Greig (Chair), BainMorris and Zarrilli and Dr. Fleming and Ms. Hooda.Fleming. The Board has determined that Messrs. Greig, BainMorris and Zarrilli each qualify as an “audit committee financial expert” as defined under SEC rules and that all members of the Audit Committee meet the criteria for service under applicable NASDAQ Rules.

During 2019,2021, the Audit Committee held eight meetings. The primary purposes of the Audit Committee are:are (i) to exercise sole responsibility for the appointment, compensation, retention, oversight and, if applicable, termination of the Company’s independent registered public accounting firm, including a review of the independent registered public accounting firm’s qualifications and independence, and (ii) to assist the Board in fulfilling its oversight responsibilities by reviewing the quality and integrity of the Company’s financial statements and financial reporting process, the Company’s systems of internal accounting and financial controls, the annual independent audit of the consolidated financial statements of the Company and its subsidiaries, the Company’s internal auditing and accounting processes, and the Company’s legal and regulatory compliance programs as established by management and the Board.

Compensation Committee

The Compensation Committee currently consists of Ms. Jones (Chair) and Messrs. Bain Holt and Treanor.Holt. During 2019,2021, the Compensation Committee held 11seven meetings. The primary purposes of the Compensation Committee are:are (i) to provide assistance to the Board in fulfilling its responsibility to achieve the Company’s objective of maximizing the long-term return to shareholders by ensuring that officers, directors and employees are compensated in accordance with the Company’s compensation philosophy, objectives and policies, and (ii) to review and approve compensation policies and programs for the Company’s executive officers that support such compensation philosophy and objectives, and link compensation to financial performance and the attainment of strategic objectives, while providing competitive compensation opportunities at a reasonable cost.

The Compensation Committee is specifically charged with:

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 consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by Mercer; (ii) the amount of fees paid by the Company to Mercer as a percentage of Mercer’s total revenue; (iii) the policies and procedures of Mercer that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Mercer or the individual compensation advisors employed by Mercer with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by Mercer or the individual compensation advisors employed by Mercer. The Compensation Committee has determined, based on its analysis in light of the factors listed above, that the work of Mercer and the individual compensation advisors employed by Mercer as compensation consultants to the Compensation Committee has not created any conflict of interest.

For a further discussion of the processes and procedures of the Compensation Committee, including the roles of compensation consultants and executive officers in the determination or recommendation of executive and director compensation, see the disclosure under the headings “Compensation Discussion and Analysis” and “Director Compensation” elsewhere in this Proxy Statement.

Risks Related to Compensation Policies and Practices

As part of its oversight of the Company’s executive compensation programs, the Compensation Committee, in conjunction with Company management, considers how current compensation policies and practices, including incentive opportunities, affect the Company’s risk profile. The Compensation Committee evaluates the Company’s compensation policies to determine whether they are designed to:

The Company reviews industry comparative compensation data to ensure that we are competitive in both attracting and retaining our executives. We believe our compensation structure is appropriately designed to retain high-caliber leadership.

Our compensation programs are designed to minimize excessive risk-taking. The base salary component of our compensation is aligned to market, which does not, we believe, create additional risk. The currentCurrent incentive awards have the following risk-limiting characteristics:

We believe our compensation policies and practices align compensation with the interests of our shareholders, encourage and reward sound business judgment and appropriate risk-taking over the long-term, foster key personnel retention and do not create risks that are reasonably likely to have a material adverse effect on the Company. See the “Compensation Discussion and Analysis” section of this Proxy Statement for a more complete discussion of our compensation policies and practices.

Governance Committee

The Governance Committee currently consists of Messrs. HoltDr. Fleming (Chair), Ms. Jones and Treanor and Ms. Jones.Mr. Holt. During 2019,2021, the Governance Committee held sevenfour meetings. The primary purposes of the Governance Committee are:are (i) to assist the Board in fulfilling its oversight responsibilities with respect to matters relating to the interests of the shareholders of the Company; (ii) to identify individuals qualified to become Board members and to recommend to the Board qualified individuals for nomination for election orre-election at the next annual meeting of shareholders; (iii) to develop and recommend to the Board a set of governance principles applicable to the Company and to review at least annually and recommend any changes to such principles; (iv) to assess and report to the Board regarding the performance of the Board and its committees; and (v) to assist management and the Board with respect to succession planning of the Company’s executives.executives; and (vi) oversee the Company’s approach to environmental, social and governance matters of importance to the Company. The Company’s Corporate Responsibility Statement is available on our website at www.virtus.com in the “Our Story” section, under the heading “Corporate Responsibility.”

Director Nomination Process

The Governance Committee is responsible for identifying and recommending to the Board potential director candidates for nomination and election to the Board at the annual meeting of shareholders. In connection with this responsibility, the Governance Committee has established Guidelines for the Recruitment of Directors, which have been adopted by the Board and are available on our website atwww.virtus.com, in the Investor Relations section, under the heading “Corporate Governance.”

Under these Guidelines, in considering candidates for nomination to our Board, the Governance Committee will seek individuals with strong intellectual ability, breadth of experience, demonstrated professional achievement, diverse backgrounds, and the highest integrity. Prospective directors should also be able and willing to devote significant attention to our needs through regular attendance at meetings, preparation for meetings and availability for regular consultation between meetings. The Governance Committee may also consider particular areas of expertise with respect to a given vacancy, either because of needs arising from the retirement or resignation of a director or those arising out of changes in our business focus, our industry or the regulatory environment.

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

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. Greig and Zarrilli. During 2019, 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 it 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.

Both our Board and our Compensation Committee actively review and discuss with management our annual and long-term compensation incentive programs to identify and mitigate potential risks associated with incentive compensation. They assess both the appropriateness of the incentive performance goals, which are both financial and operational, as well as our financial and operating results upon which our incentive awards are based. In addition, our Governance Committee oversees and advises management on succession planning risks related to our senior management team.

While the RiskBoard and Finance Committee, the other Board Committees within their areas of responsibility and the Boardits committees oversee our risk management, management is primarily responsible forday-to-day risk management processes and for reports to the Board and its Committees on risk management matters. We believe that this division of risk management responsibility is the most effective approach to address the Company’s risk management and that the division of responsibility within and among the Board and its Board Committees allows the opportunity for regular review and discussion with our Board members as well as appropriate Board member input on, and consideration of, our risk management processes and systems.

Transactions with Related Persons

Policy Regarding Transactions with Related Persons

The Board has adopted a written policy for the review and approval or ratification of any related person transaction (the “Related Person Transactions Policy”), which applies to any potential related person transactions, as defined under the rules and regulations of the SEC. A “related person transaction” generally means a transaction in which the Company was, is or will be a participant, and the amount involved exceeds $120,000 (determined without regard to the amount of profit or loss involved in the transaction), and in which a related person has or will have a direct or indirect material interest (as determined under SEC rules related to related person transactions). Under the Related Person Transactions Policy, a related person transaction requires the approval or ratification of the Audit Committee (or of the Chair of the Audit Committee in those situations in which the legal department, in consultation with the CEO or the Chief Financial Officer, determines that it is not practicable or desirable for the Company to wait until the next Audit Committee meeting for approval or ratification). Prior to approving or ratifying any transaction, the Audit Committee (or, if applicable, the Chair of the Audit Committee) must determine that the transaction is entered into in good faith on fair and reasonable terms to the Company after considering the relevant facts and circumstances, including, to the extent applicable, the related person’s relationship to the Company, his or her interest in the transaction, and the material facts and terms of the transaction. No related person may participate in the review of a transaction in which he or she may have an interest. There were no related party transactions as defined in our Related Person Transactions Policy and SEC rules during 2019,since January 1, 2021, and no such transactions are currently proposed.

Shareholder Proposals

Shareholders may submit proposals for consideration at our 20212023 Annual Meeting of Shareholders.Shareholders (the “2023 Annual Meeting”). To be included in the proxy statement, notice of meeting and proxy relating to the 20212023 Annual Meeting, of Shareholders, proposals must be received by our Corporate Secretary not later than December 9, 20205, 2022 and must comply with the requirements of Rule14a-8 of the Exchange Act (including the minimum share ownership requirements under that rule).

Pursuant to our Bylaws, in order for any business not included in the proxy statement to be brought before the 20212023 Annual Meeting of Shareholders by a shareholder, the shareholder must be entitled to vote at that meeting and must give timely written notice of that business to our Corporate Secretary. To be timely, such notice must

close of business on the later of (i) the 90^th day before such annual meeting, or (ii) the 10^th day following the date on which public announcement of such annual meeting is first made by the Company. The notice submitted by a shareholder must contain the information required by our Bylaws. Similarly, a shareholder wishing to submit a director nomination directly at the 20212023 Annual Meeting of Shareholders must deliver written notice of such nomination within the time period described in this paragraph and must comply with the information requirements in our Bylaws relating to shareholder nominations. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the SEC’s universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 20, 2023.

Shareholder and Interested Party Communications

Our Board is committed to ensuring that anyone desiring to communicate with the Board as a whole, with any committee of the Board, with our independent directors as a group, or with any specific director(s) has a convenient means of doing so. Anyone who wishes to communicate with the Board, a committee or a specific director may do so by sending correspondence via email tocorporate.secretary@virtus.com indicating the body or person(s) with whom you wish to communicate, or in writing to:

Board of Directors (or Committee or Specific Director)

Virtus Investment Partners, Inc.

c/o Corporate Secretary

One Financial Plaza

Hartford, CT 06103

The Office of the Corporate Secretary will forward correspondence to its intended addressee promptly after receipt other than communications unrelated to the duties and responsibilities of our directors, including junk mail, mass mailings, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. Where appropriate, correspondence will also be reviewed by the General Counsel and/or the Chief Compliance Officer.Counsel.

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, 2020, 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, 20202022 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 7,695,4137,472,829 shares of Common Stock outstanding on March 31, 2020.2022.

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 nineeight 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 IIIII directors have a term expiring at the 20202022 Annual Meeting. Our Class IIII and Class III directors have terms expiring at the 20212023 and 20222024 Annual Meetings, respectively.

Messrs. Aylward and Treanor haveDr. Fleming has been directorsa director of the Company since it became an independent public company on January 1, 2009. Mr. GreigBain was appointed as a director ofto the CompanyBoard in October 2019. Ms. Hooda, a current Class III director, is not standing forre-election at the meeting,2019, and Mr. Morris was appointed to the Board has determined to reduce its size to eight members effective upon the conclusion of her term.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; provided, however, that no director shall serve beyond the first annual meeting following his or her 75^th birthday.

Board Nominees

In February 2020,2022, members of our Governance Committee evaluated the contributions and performance of Dr. Fleming and Messrs. Aylward, GreigBain and TreanorMorris 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 Dr. Fleming and Messrs. Aylward, GreigBain and TreanorMorris by a representative of the Governance Committee. Following completion of its individual evaluations, the Governance Committee recommended to the Board that each of Dr. Fleming and Messrs. AylwardBain and TreanorMorris be nominated to stand forre-election and for Mr. Greig to stand for election, as a Class IIIII director at the Annual Meeting. Our Board, having considered the recommendations of the Governance Committee, approved Dr. Fleming and Messrs. Aylward, GreigBain and TreanorMorris as our Class IIIII nominees for election to the Board by the shareholders. If elected by shareholders, Dr. Fleming and Messrs. Aylward, GreigBain and TreanorMorris will hold office for a three-year term expiring at the 20232025 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 Dr. Fleming and Messrs. Aylward, GreigBain and TreanorMorris 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” 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 three director

nominees, Peter L. Bain, Susan S. Fleming and W. Howard Morris, as Class IIIII directors of Virtus: George R. Aylward, Paul G. Greig and Mark C. TreanorVirtus

Listed below are the names of the Board’s nominees to the Class IIIII 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 IIIII

GEORGE R. AYLWARDPETER L. BAIN (55)(63), Class III,II, Director since 2008.2019. Mr. Aylward is our President and CEO and has held those positions since January 1, 2009, when the Company became an independent public company. He hasBain served as President, Chief Executive Officer and Director of the Company since November 6, 2006. Mr. Aylward joined Phoenix Investment Partners, Inc. (“PXP”), the majority ownedOM Asset Management, a global multi-boutique asset management subsidiary of The Phoenix Companies, Inc. (“PNX”) and predecessorfirm, (now known as BrightSphere Investment Group) from 2011 to the Company, in 1996. Mr. Aylward served as President, Asset Management, and Senior Executive Vice President of PNX from February 2007 to December 31, 2008 and as Executive Vice President, Asset Management, of PNX from November 6, 2006 to February 2007. Mr. Aylward served as Senior Vice President and Chief Operating Officer, Asset Management, of PNX from 2004 through 2006, and as Chief of Staff to the Chairman, President and CEO of PNX from 2002 through 2004. Mr. Aylward also served in several senior financial2017. From 2001 until 2009, he held various positions at PXP prior to 2002. Since 2006, Mr. Aylward has served as President and Trustee of the Virtus Mutual Funds, having beenLegg Mason, a global asset management firm, including Senior Executive Vice President from 2004 to 2006;2009, head of affiliate management and corporate strategy from 2008 to 2009 and as chief administrative officer from 2003 to 2005. Prior to that time, he was with Berkshire Capital Securities from 1991 to 2000 where he served as Managing Director from 1995 to 2000, and earlier at Merrill Lynch & Co. in various roles from 1987 to 1990. Mr. Bain brings to our board demonstrated leadership experience in the asset management industry. Furthermore, Mr. Bain’s extensive experience with a wide array of corporate finance and operational matters positions him well to serve as a member of our Board and Compensation Committee.

SUSAN S. FLEMING (52), Class II, Director since 2009. Dr. Fleming is an 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 (since 2010)at Insurance Partners Advisors, LP, a private equity firm, from 1994 to 2003 and Trustee (since 2012)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 Virtus Variable Insurance Trust; DirectorNominating/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 the Virtus Global Funds, plc since 2013; Trustee, Presidentspecialty 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 Chief Executive Officerannuity 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 the Virtus Global Multi-Sector Income Fund since 2011; Director, Presidentexperience in investment banking, private equity, education and Chief Executive Officer of 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 MLP and Midstream Energy Fund Inc. since 2014; and Chairman and Trustee of Virtus ETF Trust II since 2015. Mr. Aylwardentrepreneurship, Dr. Fleming brings to our Board demonstrated leadership extensive knowledge regarding the asset management and financial services industries,experience with a wide array of corporate finance, mergers and superior skills as our CEO.

PAUL G. GREIG (64), 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 Officeracquisitions, and President during 2018operational matters. Dr. Fleming’s experience in corporate finance and 2019. Heorganizational leadership also serves as its Risk Committee chair andpositions her well to serve as a member of theour Board and Audit Committee and Chair of our Governance and Nominating Committees, and previously served as a member of the Audit Committee. Prior to joining Opus,

W. HOWARD MORRIS (63), Class II, Director since 2021. Mr. Greig served as Chairman,Morris has been President and Chief ExecutiveInvestment Officer of FirstMerit Corporation,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 regional diversified financial services company, from 2006 to 2016.Certified Public Accountant and Chartered Financial Analyst. Since 2007, Mr. GreigMorris has been a member ofserved on the Advisory Board of Omni Senior Living, senior residential communities located throughout Ohio, since 2016. He previously served as PresidentOwens Corning, an American company that develops and Chief Executive Officer of Citizens Banking Corporation—Illinois from 2005 to 2006produces insulation, roofing, and was a directorfiberglass composites and member of the Audit Committee of the Federal Reserve Bank of Cleveland from 2011 to 2014.related materials and products. Mr. GreigMorris brings to our board exceptional leadership experience along withBoard expertise in financialinvestment management and accountingfinancial matters, which positions him well to serve as a member of our Board and Risk and Finance Committee and Chair of our Audit Committee.

MARK C. TREANOR (73), 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

the Virtus Mutual Funds, having been Executive Vice President from 2004 to 2009, head2006; President (since 2010) and Trustee (since 2012) of affiliatethe Virtus Variable Insurance Trust; Trustee and President of the Virtus Alternative Solutions Trust since 2013; Director, President and Chief Executive Officer of the Virtus Total Return Fund Inc. since 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 Trustee, President and CEO of each of the Virtus AllianzGI closed-end funds since 2021. Mr. Aylward brings to our Board demonstrated leadership, extensive knowledge regarding the asset management and corporate strategy from 2008 to 2009financial 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 chief administrative officer from 2003 to 2005.a member of its Audit Committee. Prior to that time, he was with Berkshire Capital Securities from 1991 to 2000 where hejoining Opus, Mr. Greig served as Managing DirectorChairman, President and Chief Executive Officer of FirstMerit Corporation, a regional diversified financial services company, from 19952006 to 2000,2016. 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 earlier at Merrill Lynch & Co. in various rolesChief Executive Officer of Citizens Banking Corporation—Illinois from 19872005 to 1990.2006 and was a director and member of the Audit Committee of the Federal Reserve Bank of Cleveland from 2011 to 2014. Mr. BainGreig brings to our board demonstratedexceptional leadership experience along with expertise in the asset management industry. Furthermore, Mr. Bain’s extensive experience with a wide array of corporate financefinancial and operationalaccounting matters, which positions him well to serve as a member of our Board and Audit and Compensation Committees.

SUSAN S. FLEMING (50), Class II, Director since 2009. Dr. Fleming is a 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, consulting and education, 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 Audit Committee and Chair of our Risk and FinanceAudit Committee.

TIMOTHY A. HOLT (67)(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

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 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 ofTI-People, a global business whose focus is technology and insights for HR leaders; ExecOnline, a global leadership development business; and the Capital Area Chapter of the National Association of Corporate Directors.Directors, and Linkage, Inc., a leadership assessment and development company. She was a founding member of the Sorkin Center for Nonprofit Governance, andalso serves on itsthe Advisory Council.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 Governance Committee and Chair of our Compensation Committee.

STEPHEN T. ZARRILLI (58)(60), Class I, Director since 2014. Mr. Zarrilli serves ashas served on the President and Chief Executive OfficerBoard of the University City Science Center, an urban research park that provides technology, capital and other commercialization resources to technology entrepreneurs and scientists.scientists, since 2014, where he previously served as its President and CEO from 2018 to 2020. He previously served as President, CEO and Director of Safeguard Scientifics, a company that provided growth capital for technology, financial services and healthcare companies from 2012 to 2018, and as its Senior Vice President, Chief Financial Officer and Chief Administrative Officer from 2008 to 2012. Previously he was the Chairman and CEO of Penn Valley Group, a management advisory firm, and earlier was CFO at Fiberlink Communications Corp., a security software company; CEO of Concellera, a document management software company; and CEO of US Interactive Inc., a digital marketing firm. He began his career at Deloitte & Touche LLP. FromMr. Zarrilli has served as a director of Globus Medical Inc., a publicly traded medical device company, since 2019, and previously served from 2004 to 2015, Mr. Zarrilli served as a Director of Nutrisystem, Inc., a publicly traded weight loss products company. Mr. Zarrilli brings to our Board demonstrated leadership experience along with substantial experience and expertise in accounting and auditing matters, which positions him well to serve as a member of our Board and Audit and Risk and Finance Committees.Committee.

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, 2020.2022. Deloitte audited our consolidated financial statements for the fiscal year ended December 31, 20192021 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 PricewaterhouseCoopers LLP (“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 20192021 and 20182020 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 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 2019,2021, our management team continued to execute our long-term business plan and create significant value for our shareholders. Key accomplishments and financial and operating results in 2019 included¹: during the year included:

Our Common Stock had a stock price return of 53.2% and a total return of 55.7%, including a second consecutive year with an increase in the quarterly dividend.

EXECUTIVE OFFICERS

Executive Officers

The following table sets forth certain information regarding the executive officers of the Company as of April 1, 2020: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 – Board Nominees to ClassOther Continuing Members of the Board.” III”.

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 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.

Ms. Hills is Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary, a role she assumed in September 2019. She is responsible for developing and guiding the strategic direction of the legal, regulatory and compliance functions and also provides counsel to Virtus’ Board of Directors on all legal and regulatory matters. Prior to joining the Company, Ms. Hills served until April 2018 as Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary of Waddell & Reed Financial, Inc., a 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 in 2005, and served in various roles at Waddell including Vice President and Associate General Counsel from 2005 to 2014; Assistant General Counsel from 2002 to 2005; Assistant Secretary from 2000 to 2005, and 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.

EXECUTIVE COMPENSATION

Letter to our Shareholders

Dear Fellow Shareholders:

The Compensation Committee (the “Committee”) of the Board is responsible for ensuring that the Company’s executive compensation program – which includesincluding its compensation governance policies and practices as well as executive pay decisions – is alignedaligns with the interests of our shareholders and ourpay-for-performance philosophy. By establishing, updating,The Committee establishes, updates, and evaluatingevaluates the framework and results of the Company’s executive compensation program, and byprogram. By soliciting feedback through shareholder engagement and ourrequiring an annualsay-on-pay “Say on Pay” advisory vote, we continue to alignhave aligned our compensation philosophy and objectives with our shareholders’ interests.

In additionWe 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 Company’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 significant changes madeEPS 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 the Company’s annualfurther enhance alignment with shareholders, and long-term incentive plans in 2018,consistent with our compensation philosophy, we require that a substantial percentage of executive compensation opportunity be variable. For 2021, the Committee approved changes tomaintained a 50%/50% target for the designCEO’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 executive compensation plan for 2019 in response to ongoing feedback from our shareholders and in recognitionform of the significant support we received for ourvariable, or say-on-pay“at-risk,” advisory proposal at the 2019 Annual Meeting. For 2019, the Committee revised the long-term incentive compensation plan to include only three-year relative performance metrics, and revised the performance target levels so that above-median performance is required to earn target level awards.

Shareholder Engagement on Executive Compensationpay.

The Committee recognizes the importance of executive compensation decisions to our shareholders and, together with management, engages with shareholders throughout the year. 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 Company, functional, and individual performance when establishing our executive compensation plan each year.

Following the changes made to our 2018 We believe this comprehensive approach has helped us maintain an executive compensation program as a resultthat supports the long-term strategic goals of the feedback from ongoing shareholder engagement, last year’ssay-on-pay advisory proposal received the approval of 95.3%Company. We are also pleased that 95.9% of the votes cast (excluding abstentions and brokernon-votes). We were pleased with this favorable response from our shareholders.

Pay for Performance

To align executive compensation withon the interests of our shareholders, we tie a significant portion of each executive’s pay to the Company’s financial and operational performance, achievement of long-term strategic priorities, and creation of shareholder value. Management establishes appropriately rigorous financial and operational performance targetsadvisory “Say on Pay” proposal at the beginning2021 annual meeting of the fiscal yearshareholders were voted in order to align management incentives with the Company’s strategic goals. These targets are subsequently approved by the Board as a partfavor of the annual Strategic and Financial Plan. For 2019, some performance targets were set below 2018 actual performance. This was not a reflection of the lack of rigorous growth goals, but rather a recognition of the difficult fourth quarter 2018 market environment that significantly reducedyear-end assets under management, which directly impacted targets set for 2019 financial results, including revenue from investment management fees, net income, as adjusted, and earnings per share – diluted, as adjusted. The target for operating margin, as adjusted, was set above the prior year’s results to reflect rigorous goals around operating efficiency.

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. In 2019, 91% of our CEO’s target pay was in the form of variable, orat-risk, pay. Annual incentive awards for our CEO and NEOs are determined by an evaluation of the Company’s performance againstpre-established financial, operational, and strategic objectives, subject to a maximum funding level established at the beginning of the year, which for 2019 was 7% of operating income, as adjusted, prior to incentive compensation.

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 the following named executive officers (“NEOs”) for 2019:

2019 Business and Performance Highlights

The Company performed well with respect to our key financial and operating metrics, including a 5% increase in revenues, as adjusted; a 140 basis point increase in operating margin, as adjusted; and a 10% increase in earnings per share, diluted, as adjusted. Long-term assets under management increased by 19% and net asset flows improved significantly from ($3.7) billion to ($0.8) billion.

Financial 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:

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

Under the leadership of our executive team, the Company continued to execute 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 substantially above target and approved annual incentive awards for 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 its overall assessment, the Committee determined the Company 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 both organic and inorganic growth; increases in sales from the 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 senior 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 of 39% was above the median of the Financial Peers and that the Company’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 outstanding capabilities of our 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 results the Company achieved in 2021 as you assess our pay-for-performance decisions.

Respectfully,

COMPENSATION COMMITTEE

Melody L. Jones, Chair

Peter L. Bain

Timothy 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 the following NEOs for 2021:

Long-Term Assets Under Management ($B)
Named Executive Officer		Net Asset Flows ($B)Position
George R. Aylward		President, Chief Executive Officer and Director

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.

Through this year-round engagement as well as our annual “say on pay” advisory vote on executive compensation, our shareholders provide input to the Company on our executive compensation program. Our outreach to shareholders prior to the 20192021 Annual Meeting included offers for telephonic orin-person meetings between Ms. Jones, chair of the Committee, Ms. Peña, Chief Human Resources Officer, and Mr. Angerthal, Chief Financial Officer, with institutional investors representing approximately 89%60% of common shares outstanding⁶⁸ to discuss executive compensation and other governance topics. Institutional investors representing 18% of common shares outstanding accepted our invitation and had discussions with Company representatives including Ms. Jones, Chair of the Committee, Mr. Angerthal, executive vice president, chief financial officer, and Ms. Peña, executive vice president, chief human resources officer; investors representing the remaining shares either indicated they had no matters they wanted to address or did not respond. In addition, Ms. Jones and Ms. Peña held detailed discussions with representatives of the proxy advisory firms Institutional Shareholder Services, Inc. and Glass, Lewis & Co.

As a result of evaluating the feedback from shareholders, as well as input from the Committee’s independent compensation consultant and a review of industry practices, we modified our 2019 executive compensation plan by:

As a result of ongoing dialogues with shareholders, that participated in these calls expressed favorable views of the changes to the 2019 executive compensation program, as well as appreciationinput from the Committee’s independent compensation consultant and a review of industry practices, we modified 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 incorporationmeasure 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 plans 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 improvementto provide further detail regarding the factors the Committee considers in Proxy Statement disclosures.establishing incentive opportunity and the individual compensation decisions for each NEO.

Peer Group Benchmarking

As the Company must compete with other asset management companies for talent and must attract and retain critical executive talent with industry-specific skills and experience, the Committee believes that comparative data is useful and appropriate in establishing competitive compensation levels for executives.

Management obtains and uses third-party survey data from McLagan, a leading performance/reward consulting and benchmarking firm in the asset management industry. Our executive positions are compared against survey data based on positions with similar responsibilities and scope at firms with which we compete in our industry. In addition, compensation is reviewed against peer companies selected from traditional publicly traded asset managers that compete with the Company for talent and that are compared with the Company based on the following characteristics:

The Committee annually reviews the companies that comprise the executive compensation peer group for significant changes in the characteristics listed above. For 2019, the Committee added AllianceBerstein to the executive compensation peer group and removed Manning & Napier. The Committee uses compensation data publicly disclosed by these peer companies as a market check and as only one of the factors for evaluating compensation levels. The peer group consists solely of asset managers because compensation programs within this industry are distinct from pay programs in the broader financial services sector, and asset managers are typically competing specifically with other asset managers for executive talent.

For 2019,2021, 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:

Compensation-Setting Process

The Role of the Compensation Committee

The Committee is responsible for reviewing and establishing executive officer compensation, including base salary and annual and long-term incentive compensation opportunities. The Committee recommends incentive compensation awards for our CEO, which must be approved by the independent members of the Board, and reviews and approves the incentive compensation awards for the other NEOs that are recommended by our CEO.

Compensation Determination Process

The Committee uses a rigorous process throughout the year in setting compensation opportunities and determining actual awards. Key steps include:

In determining final individual annual incentive awards, the Committee reviews the Board’s evaluation of the CEO’s performance and the 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 2019CEO’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.

20192021 CEO Target Pay Mix

Base Salary

Base salaries for our executives are reviewed annually, taking into consideration competitive market levels, mix of pay, and the performance of each executive. With regard to our CEO, theThe Committee, in consultation with Mercer, andrecommends to the Board made noadjustments to the CEO’s base salary, adjustment for 2019.if any. Adjustments, if any, for the other NEOs are recommended by the CEO and approved by the Committee. There were no base salary adjustments for either the CEO or the other NEOs for 2019.2021.

Annual Incentive Compensation

Annual Incentive Plan Design

Annual incentive awards for our executive officers are funded from an executive officer incentive pool that has a formulaic maximum funding set at 7% of operating income, as adjusted, before any variable incentive compensation. The actual funding of the incentive pool is based on the Committee’s rigorous assessment of absolute and relative performance measures linked to our financial and operational results and our business strategy, organized into categories with collective weightings that include, as shown in the table below, three specific financial objectives (50%), three operational objectives (30%), and five categories of strategic objectives (20%).

At the beginning of the fiscal year, based on its ongoing evaluations, discussions with its independent compensation consultant, and feedback from shareholders, the Committee considers the performance metrics and strategic priorities that will be used in compensation decisions. The Committee evaluates the following: (i) whether the metrics are adequately linked to the Company’s annual strategic, businessoperational, and financial plans; (ii) whether the metrics will drive appropriate behaviors; and (iii) whether any other measuresmetrics would be appropriate to add. For 2021, the Committee approved metrics and strategic objectives that were substantially similar to those used for 2020, as they continue to reflect current organization priorities. The earnings-based target of EPS, diluted, as adjusted, reflected a 67% increase relative to actual 2020 results. Relative performance targets were consistent with those used in 2020, with target payout requiring performance above industry-median levels. The Committee believes these represent an appropriate challenge.

At year-end, the Committee evaluates performance against these financial, operational, and strategic measures,metrics, and the corresponding quantitative or qualitative targets for each metric that are established at the beginning of the year,year. Outcomes on individual metrics within each category (financial, operational, and strategic) are viewed collectively and do not have specified weightings. The Committee then assesses overall results considering the relative weightings of each category of metrics and based on the Committee’s evaluation of each metric to

determine the final incentive pool funding, the award amount for the CEO, and as a factor in approvingother 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 the performance outcomes of the industry and the Company.

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, which comprises base salary, annual incentive, and long-term incentive, competitively relative to amounts paid to peer group CEOs. For the 20192021 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 the2019 “2021 Annual Incentive Performance Metrics and ResultsResults” table, above.

Financial Objectives (50%)

Additional information about the accomplishments included:

Operational Objectives (30%)

Specific accomplishments included:

Strategic Objectives (20%)

Under Mr. Aylward’s leadership, the Company delivered on the strategic priorities as set forth in the table above. Specific additional accomplishments included:

The Committee determined that for the overall performance assessment of the CEO for 2021, the quantitative results for financial objectives were somewhatsubstantially above expectationstarget and for operational objectives were approximately atconsiderably

above target, while overall qualitative results for strategic priorities substantially exceeded expectations (e.g., enhancing overall product quality through new strategy introductions and appropriate product rationalization, and optimizing operations through system enhancements).expectations. Based on the results against these 20192021 financial, operational, and strategic goals, the Committee assessed the CEO’s overall performance to be substantially above target.

Given the above assessment, the Committee determined that the CEO’s performance would indicate an annual incentive payout of $4.0$5.0 million, or 67% above the target of $3.2$3.0 million. Combined with the long-term incentive, total direct incentive compensation for the CEO was 12%33% above target.

Barry M. Mandinach

Executive Vice President, Head of Distribution

In his role as Head of Distribution, Mr. Mandinach has overall responsibility for the Company’s sales and marketing activities. Significant results achieved in 20192021 against the Strategic Priorities of Distribution Growth and Operating Optimization were:

Lower domestic equity mutual fund sales were related, in part, to the soft-close of certainsmall-cap strategies at the beginning of the year. Mr. Mandinach supported a multi-facet marketing campaign, including email marketing, new online tools and thought leadership material, that focused onmid-cap strategies. Sales ofmid- andsmall-mid cap domestic mutual fund strategies increased by 111% over the prior year.

Mardelle W. PeñaWendy J. Hills

Executive Vice President, Chief Human ResourcesLegal Officer, General Counsel and Corporate Secretary

As Chief Human Resources Officer, Ms. PeñaHills is responsible for developing human resources strategy and implementing critical policies, processesguiding the strategic direction of the legal, regulatory and programs in areas including talentcompliance functions and performance management, training and development, diversity, and compensation and benefit plans.the provision of legal counsel across the Company. She also supportsserves as counsel to the activitiesBoard of the Committee.Directors on all securities, litigation, regulatory and corporate governance matters. Significant results achieved in 20192021 against the Strategic Priorities of Talent ManagementProduct Quality, Distribution Growth, and Operating Optimization were:included:

The annual incentive awards for the NEOs listed in the table below were recommended by the CEO and approved by the Committee. The table also summarizes the annual incentive awards for each NEO, other than the CEO, for the prior year.

consideration of internal alignment. The performance metrics related to the long-term incentive awards and vesting periods encourage a focus on sustained, long-term results. The Committee considered the following characteristics of each type of long-term incentive award:

20192021 Long-Term Incentive Plan

In the first quarter of 2019,2021, the Committee approved the 20192021 long-term incentive plan (“LTIP”), which provided for 50% of the awards to be granted in PSUs and 50% in time-vested RSUs. In setting individual targets for each of our executive officersThe Committee believes the equal allocation between PSUs and RSUs provides an appropriate balance between performance recognition and retention for the LTIP, the Committee increased the long-term portion of each NEO’s total incentive compensation opportunity.NEOs as well as alignment with shareholders.

Beginning with the 2019 plan year, bothBoth of the metrics for the PSU awards are measured over a three-year period. The two equally weighted relative performance metrics are:

Each of these performance measures is designed to ensure that our NEOs are aligned with the interests of shareholders and rewarded for the achievement of the Company’s longer-term business objectives, strategic priorities, and long-term shareholder value creation.

Potential payouts are as follows:

The Committee believes that the use of relative performance metrics for long-term incentive awards provides a degree of rigor that may be otherwise lacking when evaluating absolute results against internally established performance metrics. The Committee also believes that determination of incentive awards based on two performance metrics diversifies the risk associated with any single indicator of performance.

Long-Term Incentive Awards and Performance

20192021 Long-Term Incentive Awards (1)