Victory Capital : 2024 Proxy

March 28, 2024

Dear Stockholder:

On behalf of the Board of Directors of Victory Capital Holdings, Inc., we cordially invite you to attend the 2024 Annual Meeting of Stockholders, which will be held on May 8, 2024, at 8:00 a.m., Eastern Time. For your convenience, we are pleased to advise that the Annual Meeting will be a completely virtual meeting which will be conducted via live webcast. You will be able to attend the Annual Meeting via the Internet, vote your shares electronically, and submit questions during the Annual Meeting by visiting:

www.virtualshareholdermeeting.com/VCTR2024.

The matters to be considered by stockholders at the Annual Meeting are described in detail in the accompanying materials.

We have decided to provide access to our proxy materials over the Internet under the Securities and Exchange Commission's "notice and access" rules. Information about how to access and review our proxy statement and 2023 Annual Report on Form 10-K, is included in the Notice of Internet Availability of Proxy Materials that you received in the mail. The notice also explains how you may submit your vote over the Internet. You will not receive printed copies of our proxy materials unless you request them.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting.

Whether or not you plan to attend the Annual Meeting virtually, please submit your vote at your earliest convenience.

Sincerely,

David C. Brown

Chairman of the Board of Directors and Chief

Executive Officer

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Victory Capital Holdings, Inc. will be held on May 8, 2024, at 8:00 a.m., Eastern Time. You will be able to attend the Annual Meeting via the Internet, vote your shares electronically and submit your questions during the meeting by visiting:

www.virtualshareholdermeeting.com/VCTR2024.

You will need the control number included in your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to enter the meeting online to consider and vote upon:

• 1. The election of Class III directors to serve until the 2027 annual meeting of stockholders.

• 2. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

• 3. A non-binding advisory vote to approve the compensation of our named executive officers.

• 4. A non-binding advisory vote on the frequency of the named executive officer compensation advisory vote.

• 5. To approve an amendment and restatement of the Victory Capital Holdings, Inc., 2018 Stock Incentive Plan.

• 6. Any other business as may properly come before the Annual Meeting or any adjournments thereof.

Stockholders who owned shares of our stock as of the close of business on March 11, 2024, are entitled to attend and vote at the Annual Meeting and any adjournments thereof.

We encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may vote your shares by Internet or, if you received printed proxy materials, by mailing the completed proxy card. Please refer to the section "How do I vote?" for detailed voting instructions.

By Order of the Board of Directors,

Nina Gupta

Corporate Secretary

San Antonio, Texas

March 28, 2024

Important Notice Regarding the Internet Availability of Proxy Materials for the Stockholder Meeting to be held on May 8, 2024, at 8:00 a.m., Eastern Time. Our proxy statement and 2023 Annual Report on Form 10-K are available atwww.proxyvote.com.

Table of Contents

NOTICEOF2024ANNUALMEETINGOFSTOCKHOLDERS .................................GENERALINFORMATION ..............................................................QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING .....CORPORATE GOVERNANCE ........................................................... PROPOSAL1:ELECTIONOFCLASSIIIDIRECTORS ....................................... SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DELINQUENTSECTION16(a)REPORTS .................................................. AUDITCOMMITTEEREPORT ........................................................... PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP FOR THE

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FISCAL YEAR ENDING DECEMBER 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . COMPENSATION DISCUSSION AND ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . COMPENSATION COMMITTEE REPORT ................................................. EXECUTIVECOMPENSATIONTABLES .................................................. PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER

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COMPENSATION .................................................................... PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF THE NAMED EXECUTIVE OFFICER

COMPENSATION ADVISORY VOTE ................................................... PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED 2018 STOCK INCENTIVE

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PLAN .............................................................................. BEINGARESPONSIBLEBUSINESS ...................................................... ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIXA .......................................................................... APPENDIXB ..........................................................................

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GENERAL INFORMATION

We are providing you this proxy statement in connection with the solicitation of proxies by our Board of Directors to be voted at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") and at any adjournments thereof. The Annual Meeting will be held virtually via live webcast on May 8, 2024, at 8:00 a.m., Eastern Time. You will be able to attend the Annual Meeting via the Internet, vote your shares electronically, and submit questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/VCTR2024.

We provide our stockholders with access to proxy materials on the Internet instead of mailing a printed copy of the materials to each stockholder. A Notice of Internet Availability of Proxy Materials has been mailed to our stockholders on or about March 28, 2024. As of that date, stockholders will have the ability to access the proxy materials on the website referred to in the notice or request a printed set of proxy materials be sent by following the instructions on the notice.

When we use the terms "Victory", "Victory Capital", the "Company", "we", "us" and "our" in this Proxy Statement, we mean Victory Capital Holdings, Inc., a Delaware corporation and, unless the context otherwise requires, its consolidated subsidiaries. "You" refers to the holders of our Common Stock.

Matters to be voted on at the Annual Meeting

Board

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING

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

We have decided to provide access to our proxy materials over the Internet under the Securities and

Exchange Commission's ("SEC") "notice and access" rules. Information about how to access and review our proxy materials is included in the Notice of Internet Availability of Proxy Materials that you received in the mail. The notice also explains how you may submit your vote over the Internet. You will not receive printed copies of our proxy materials unless you request them by following the instructions on the notice.

If you own shares of stock in more than one account-for example, in a joint account with your spouse and in your individual brokerage account-you may receive more than one notice. To vote all of your shares, please follow the instructions provided on each of the notices you received.

• 2. What information does the notice contain?

  The notice provides information about:

  • • The date, time and details of how the Annual Meeting will be conducted.

  • • The proposals to be voted on at the Annual Meeting and the voting recommendation of our Board of Directors with regard to each item.

  • • The website where our proxy materials can be viewed.

  • • Instructions on how to request a paper or E-Mail copy of the proxy materials.

  • • Instructions on how to vote by Internet or by mail or at the Annual Meeting.

• 3. What proposals will be voted on at the Annual Meeting?

  There are five proposals to be considered and voted on at the Annual Meeting:

  • • The election of Class III directors to serve until the 2027 annual meeting of stockholders.

  • • The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

  • • A non-binding advisory vote to approve the compensation of our named executive officers.

  • • A non-binding advisory vote on the frequency of the named executive officer compensation advisory vote.

  • • To approve an amendment and restatement of the Victory Capital Holding, Inc., 2018 Stock Incentive Plan.

  We will also consider any other business that properly comes before the Annual Meeting.

• 4. What securities can be voted at the Annual Meeting and who is entitled to vote at the Annual Meeting?

  The securities that can be voted in connection with the Annual Meeting consist of our Common Stock. Each share of Common Stock entitles its holder to one vote. The holders of our Common Stock will vote together as a single class on all matters presented to the stockholders for their vote or approval. Holders of our common stock at the close of business on March 11, 2024 are entitled to vote in connection with the Annual Meeting.

  On March 11, 2024, we had the following numbers of shares outstanding entitled to vote:

Common Stock and unvested restricted stock . . . . . . . . . . 65,256,475

Pursuant to our Employee Shareholders' Agreement, a three-member Employee Shareholders Committee, currently composed of David C. Brown (Chairman of the Board and Chief Executive Officer), Michael D. Policarpo, (President, Chief Financial Officer and Chief Administrative Officer) and Mannik S. Dhillon (President, Investment Franchises and Solutions; Head of Product and Strategy), has an irrevocable proxy from a substantial majority of our employees to vote the shares of Common Stock those employees have acquired from us, and any shares they may acquire from us in the future.

As of the record date, there were 6,605,175 shares of Common Stock and 846,309 shares of unvested restricted stock held by such employees and subject to the Employee Shareholders' Agreement, representing in the aggregate approximately 11% of the total voting power of the outstanding Common Stock (including unvested restricted shares). For administrative ease, we have adopted the following methodology to approximate the number of Common Stock held by those employees and subject to the Employee Shareholders' Agreement as of the record date. We generally compare (x) the cumulative number of Common Stock shares acquired from us and transferred to brokerage accounts by those employees (the "Employee-Transferred Shares") to (y) the total number of Common Stock shares held by those employees in brokerage accounts to determine the number of Employee-Transferred Shares that have been sold by those employees (the "Employee-Sold Shares"). We then subtract the Employee-Sold Shares from the cumulative Employee-Transferred Shares to calculate the number of Employee-Transferred Shares held by those employees and subject to the Employee Shareholders' Agreement. Although the Employee Shareholders Committee has an irrevocable proxy from those employees to vote those shares of Common Stock, the Employee Shareholders Committee has opted not to exercise that proxy with respect to those shares for this year's Annual Meeting. For more information on our Employee Shareholders' Agreement and Employee Shareholders Committee, see "Relationships and Related Party Transactions- Employee Shareholders' Agreement."

• 5. How does the Board of Directors recommend I vote?

  Our Board of Directors recommends that you vote:

  • • "FOR" each of the Class III nominees to the Board of Directors.

  • • "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

  • • "FOR" a non-binding advisory vote to approve the compensation of our named executive officers.

  • • "Every ONE year" for a non-binding advisory vote on the frequency of the named executive officer compensation advisory vote.

  • • "FOR" the approval of an amendment and restatement of the Victory Capital Holdings, Inc., 2018 Stock Incentive Plan.

• 6. How do I hold my stock?

  Most of our stockholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name on the records of our transfer agent. There are distinctions between shares held of record and those owned beneficially, which are highlighted below.

  • • Stockholder of Record-If you hold stock that is registered directly in your name on the records of our transfer agent, Equiniti Trust Company, LLC, you are a stockholder of record. As a stockholder of record, you will receive notice from our mailing distributor.

  • • Beneficial Owner-If you hold stock in an account through a broker, bank or similar institution, you are considered a beneficial owner of shares held in street name. As such, the notice will be sent to you by the broker, bank or similar institution through which you hold your shares.

7. How do I vote?

If you are a stockholder of record, you may vote in one of four ways:

• • By Internet. Go towww.proxyvote.comand follow the instructions for Internet voting. You will need the control number located on your notice or proxy card, as applicable. Internet voting is available 24 hours a day. If you choose to vote by Internet, you do not need to return a proxy card. To be valid, your vote by Internet must be received by 11:59 p.m., Eastern Time, on May 7, 2024.

• • By Mail. If you request printed copies of the proxy materials, you will receive a proxy card. You may then vote by signing, dating and mailing the proxy card in the envelope provided. To be valid, your vote by mail must be received by 11:59 p.m., Eastern Time, on May 7, 2024.

• • By Phone. Use any touch-tone telephone and dial 1-800-690-6903 to transmit your voting instructions. Vote by 11:59 p.m., Eastern Time on May 7, 2024 for shares held directly and by 11:59 p.m., Eastern Time on May 2, 2024 for shares held in a plan. Have your proxy card in hand when you call and then follow the instructions.

• • During the Virtual Meeting. Go towww.virtualshareholdermeeting.com/VCTR2024during the virtual meeting on May 8, 2024 via webcast at 8:00 a.m., Eastern Time.

If you are the beneficial owner of shares held in street name, you will receive voting instructions from the institution holding your shares. The availability of telephone or Internet voting will depend upon that particular institution's voting processes. You may also vote during the Annual Meeting webcast after obtaining a legal proxy from the institution holding your shares. Please contact your broker for more information.

8. How many votes must be present to transact business at the Annual Meeting?

To conduct the Annual Meeting, a majority of the voting power of the Common Stock issued and outstanding as of the record date must be present during the webcast or by proxy. This is called a quorum.

9. If I submit a proxy by Internet or mail, how will my shares be voted?

If you properly submit your proxy by Internet or mail and do not subsequently revoke your proxy, your shares will be voted in accordance with your instructions.

If you sign, date and return a proxy card but do not give voting instructions, your shares will be voted as recommended by our Board of Directors.

10. If I am the beneficial owner of shares held in street name and do not provide voting instructions, can my broker still vote my shares?

Under the rules of the New York Stock Exchange ("NYSE"), if you hold shares in street name and do not provide specific voting instructions, your broker may generally vote your shares with respect to certain routine matters.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm is a routine matter and so your broker may vote your shares on that proposal. However, your broker may not vote your shares in connection with the election of the Class III directors, the non-binding advisory vote to approve the compensation of our named executive officers, the non-binding advisory vote on the frequency of the name executive officer compensation advisory vote, and the vote to approve an amendment and restatement of the Victory Capital Holdings, Inc., 2018 Stock Incentive Plan without receiving voting instructions from you.

When your broker submits its proxy, but does not vote on a matter, a broker non-vote occurs with respect to that matter.

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Disclaimer

Victory Capital Holdings Inc. published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 13:00:24 UTC.