Silvercrest Asset Management : 2022 Proxy Statement

SILVERCREST ASSET MANAGEMENT GROUP INC

1330 AVENUE OF THE AMERICAS

38TH FLOOR

NEW YORK NEW YORK 10019

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

June 6, 2023

It is my pleasure to invite you to attend the 2023 Annual Meeting of the Stockholders (the "Annual Meeting") of Silvercrest

Asset Management Group Inc (the "Company") a Delaware corporation, on Tuesday, June 6, 2023, at 10:00 a.m Eastern Time The meeting will be held at our New York headquarters 1330 Avenue of the Americas 38th Floor New York, New York 10019.

At the Annual Meeting, stockholders will vote on the following matters which are fur ther described in the attached proxy statement (the "Proxy Statement") :

1. Election of the nominee named in the Proxy Statement to the Board of Directors (the "Board") to serve until the 2026 annual meeting of stockholders;

2. Approval of executive compensation in an advisory, non-binding vote;

3 Ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as the Company' s independent registered public accounting firm for 2023; and

4. Action upon such other matters if any, as may properly come before the meeting.

The Board set April 21, 2023 as the Record Date Only holders of record of our common stock at the close of business on that day are entitled to vote at our Annual Meeting or any adjournment of our Annual Meeting.

We invite you to attend our Annual Meeting and vote If you attend our Annual Meeting, you may vote in person, even if you previously voted by proxy.

By order of the Board of Directors

David J Campbell

General Counsel and Secretary

New York, New York

April 28, 2023

		TABLE OF CONTENTS
ABOUT THE ANNUAL MEETING AND VOTING	1
PROPOSAL NO 1: ELECTION OF DIRECTORS	7
Nominee f		or Election to the Board	7
CORPORATE GOVERNANCE	9
MEETINGS AND COMMITTEES OF THE BOARD	14
DIRECTOR COMPENSATION	16
COMPENSATION DISCUSSION AND ANALYSIS	17
Summary Compensation Table	21
Outstanding Equity Awards at 2022 Fiscal Year End Table	23
2022 Option Exercises and Stock Vested Table	23
EQUITY COMPENSATION PLAN INFORMATION TABLE	31
INFORMATION CONCERNING OUR NON DIRECTOR EXECUTIVE OFFICERS	32
PROPOSAL NO 2: NON BINDING VOTE ON EXECUTIVE COMPENSATION	33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	34
PROPOSAL NO 3: RATIFICATION OF APPOINTMENT BY THE AUDIT COMMITTEE OF
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2023	36
AUDIT COMMITTEE REPORT	37
OTHER MATTERS	38
APPENDIX A NON GAAP FINANCIAL INFORMATION AND RECONCILIATIONS	39

SILVERCREST ASSET MANAGEMENT GROUP INC

PROXY STATEMENT

FOR 2023 ANNUAL MEETING OF STOCKHOLDERS

ABOUT THE ANNUAL MEETING AND VOTING

Important Notice Regarding Availability of Proxy Mat erials for Stockholder Mee ting to be Held on June 6, 2023.

This Proxy Statement and the 2022 Annual Report to Stockholders are available on our internet website at http://ir.silvercrestgroup.com

What is the purpose of the Annual Mee ting?

At our Annual Meeting, the stockholders will act upon the matters outlined in the Notice of Meeting on the first page of this Proxy Statement including the election of the nominee named below as a director the approval of

executive compensation in an advisory, non-binding vote; and ratification of the appointment of Deloitte as the Company' s independent registered public accounting firm for fiscal year 2023. This Proxy Statement summarizes

the information you need to know to vote at the Annual Meeting. This Proxy Statement and form of proxy were first mailed to stockholders on or about April 28, 2023.

When and where will the Mee ting be held?

The 2023 Annual Meeting will be held on Tuesday, June 6, 2023, at 10:00 a.m Eastern Time at our New York headquarters 1330 Avenue of the Americas 38th Floor New York, New York 10019. Our headquarters are accessible to persons with disabilities If you have a disability, we can provide reasonable assistance to help you participate in the meeting upon request

Who is soliciting my vote?

Our Board of Directors (the "Board") is soliciting your proxy to vote at the Annual Meeting.

What am I voting on?

You are voting on three proposals:

1. The election of the following nominee to the Board to serve until the 2026 annual meeting of stockholders ("Proposal No. 1") :

• Brian D Dunn

2.	Approval of executive compensation in an advisory, non-binding vote ("Proposal No. 2")
3.	Ratifi	cation of the appointment of Deloitte as the Company' s independent registered public accounting firm f		or
fiscal year 2023 ("Proposal No. 3")

1

What are the voting recommendations of the Board?

The Board recommends the following votes:

1. FOR the director nominee to the Board in Proposal No. 1;

2. FOR Proposal No. 2; and

3. FOR Proposal No. 3.

Will any other matters be voted on?

The Board does not intend to present any other matters at the Annual Meeting. We do not know of any other matters that will be brought before the stockholders for a vote at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, your signed proxy card gives authority to David Campbell and Scott Gerard as proxies with full power of substitution ("Proxies") to vote on such matters in their discretion in accordance with their best judgment

Who is entitled to vote?

Stockholders of record as of the close of business on April 21, 2023 (the "Record Date") are entitled to vote at the Annual Meeting.

How many votes do I have?

You will have one vote for every share of Company common stock that you owned at the close of business on the Record Date You are not entitled to cumulate your votes

What is the difference between holding shares as a stockholder of record and as a bene ficial owner?

Many stockholders hold their shares through a broker or bank rather than directly in their own names As summarized below there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with our transfer agent American Stock Transfer you are considered, with respect to those shares the stockholder of record and these proxy materials are being sent directly to you by the Company.

Bene f cial Owner

If your shares are held in a stock brokerage account or by a bank you are considered the bene ficial owner of shares held in street name and these proxy materials are being forwarded to you by your bank or broker which is considered the stockholder of record of these shares As the beneficial owner you have the right to direct your bank or broker how to vote and are also invited to attend the Annual Meeting. However since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you bring with you a legal proxy from the stockholder of record. Your bank or broker has enclosed a voting instruction card for you to use for providing directions for how to vote your shares

How do I vote?

If you are a stockholder of record, there are four ways to vote:

• By internet at www.voteproxy.com Follow the on-screen instructions or scan the QR code with your smartphone Have your proxy card available when you access the webpage
• By toll freetelephone at 1-800-PROXIES(1-800-776-9437) in the United States or 1 718-921-8500 from foreign countries Have your proxy card available when you call and follow the instructions

2

• By completing and mailing your proxy card.
• By written ballot at the Annual Meeting.

If you vote by internet or telephone your vote must be received by Monday, June 5, 2023, at 10:00 am Eastern Time the day before the Annual Meeting. Your shares will be voted as you indicate If you sign and return your proxy card but you do not indicate your voting preferences the Proxies will vote your shares FOR Proposal Nos 1,

2 and 3.

If your shares are held in street name you should follow the voting directions provided by your bank or broker You may complete and mail a voting instruction card to your bank or broker or in most cases submit voting instructions by the internet or telephone to your bank or broker If you provide specific voting instructions by mail the internet or telephone your shares should be voted by your bank or broker as you have directed. AS A RESULT

OF NASDAQ' S RULES YOUR BANK OR BROKER CANNOT VOTE WITH RESPECT TO ANY PROPOSAL EXCEPT FOR PROPOSAL NO 3, UNLESS IT RECEIVES VOTING INSTRUCTIONS

FROM YOU

We will distribute written ballots at the Annual Meeting to any stockholder who wants to vote If you hold your shares in street name you must request a legal proxy from your bank or broker to vote in person at the Annual

Meeting.

Can I change my vote or revoke my proxy?

Yes If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

• Entering a new vote by internet or telephone by Monday, June 5, 2023, at 10:00 AM;
• Returning a later dated proxy card;
• Sending written notice of revocation to David J Campbell 1330 Avenue of the Americas 38th Floor New York, New York 10019; or
• Completing a written ballot at the Annual Meeting.

If your shares are held in street name you must follow the specific directions provided to you by your bank or broker to change or revoke any instructions you have already provided to your bank or broker

Is my vote con fidential?

It is the policy of the Company that all proxies ballots voting instructions and tabulations that identify the vote of a stockholder will be kept confidential from the Company, its directors officers and employees until after the final vote is tabulated and announced, except in limited circumstances including: any contested solicitation of proxies; when required to meet a legal requirement to defend a claim against the Company; or to assert a claim by the Company and when written comments by a stockholder appear on a proxy card or other voting material

How are votes counted?

American Stock Transfer our transfer agent has been appointed by the Board as the inspector of elections for

the Annual Meeting. It will tabulate the votes received for each nominee for director and all other items of business at the Annual Meeting. American Stock Transfer will separately count for the proposal to elect a director votes "For," "Withhold" and broker non-votes and, with respect to other proposals votes "For" and "Against," abstentions and, if applicable broker non-votes Broker non-votes are counted for purposes of determining whether

a quorum is present and will have no effect and will not be counted towards the vote total for any proposal

Who pays for soliciting proxies?

We will pay for the cost of preparing, assembling, printing, and mailing this Proxy Statement and the accompanying form of proxy to our stockholders as well as the cost of soliciting proxies relating to the Annual Meeting. We may request banks and brokers to solicit their customers on whose behalf such banks and brokers hold

3