Diamond Hill Investment Group Inc. Annual Report 2024

FY2024 Annual Report · Diamond Hill Investment Group Inc.

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Diamond Hill Investment Group, Inc.
2024 Annual Report
Notice of 2025 Annual Shareholder Meeting
and Proxy Statement

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Material under §240.14a-12
DIAMOND HILL INVESTMENT GROUP, 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 all boxes that apply):
x
No fee required
¨
Fee paid previously with preliminary materials.
¨
Fee computed on table in exhibit required by Item 25(b) per Securities Exchange Act Rules 14a-6(i)(1) and 0-11.
1

DIAMOND HILL INVESTMENT GROUP, INC.
ANNUAL LETTER TO SHAREHOLDERS
March 14, 2025
Dear Fellow Shareholders:
We run our business with a long-term time horizon in mind, because we believe both our discipline and our patience are key
competitive advantages. This is the same perspective we use in managing client portfolios. Because we think in terms of
years rather than quarters, we can focus on making the necessary long-term investments to maintain and grow our
competitive advantages as our industry evolves. We seek client-partners who share our long-term perspective because we
know there will be uncomfortably long periods of time in which our investment style is out of favor. We incentivize our
portfolio managers to stay focused on the long-term by measuring them on five-year performance periods. We prioritize
attracting and retaining talent who share our commitment to serving clients and delivering excellent long-term investment
results. Our focus on these principles enables us to make investments in our business that set us up for future success but can
take years to pay off.
Growth in Fixed Income
Key to our long-term success is focusing on strategies where client demand matches our strategic capabilities. This is
illustrated well in the success of our fixed income franchise — thanks to $2.3 billion in net inflows in 2024, our fixed income
assets surpassed $6 billion in December 2024.
When we added our current fixed income team in 2016, Diamond Hill was predominantly known for equity investing. This
team brought a history of success in fixed income and wanted to invest at a firm that shared its long-term, bottom-up mindset
with an entrepreneurial culture that promoted excellence. As important, this team brought a unique focus on and innovative
approach to securitized assets — our securitized credit capabilities remain a key differentiator today.
The team’s deep experience and demonstrated capabilities to deliver great outcomes has given our clients confidence in our
fixed income expertise. At the same time, our smaller size allows us to invest in parts of the market that are not feasible for
larger investors, reaping the return potential and diversification benefits of overlooked and/or less accessible credit sectors.
We launched with two strategies in 2016, and the team now manages a range of strategies that leverage its core competencies.
Our focus on building long-term client partnerships has aided our growth in fixed income — long-term partners have
demonstrated their trust in us as early adopters of newly launched fixed income strategies over the years. Further, having
seen our success in less trafficked parts of credit markets, certain partners have worked with us to develop new, customized
solutions to meet specific needs.
In 2024, we launched the Securitized Credit Fund based on client demand for more focused exposure to securitized assets, as
well as the additional return potential from investing in less liquid and below-investment grade securities. We opted for an
interval fund structure — unlike an open-ended fund with daily liquidity, the periodic redemptions of an interval fund are a
good match for the liquidity profile of these underlying securities. Strategies like this provide investors with new ways to
invest in markets that are not accessible through passive structures, at fees that align with the intended return profile of this
strategy.
We continue to invest in our ability to serve fixed income clients. Most recently, we added Portfolio Manager Arthur Cheng,
CFA, in July 2024. His expertise in high yield has enabled us to build on the success of our core bond strategy and launch a
core-plus strategy — an asset class where clients continue to favor an active solution, and our expertise in securitized assets
sets us apart.

Positioning our business for long-term success
The conditions that have favored the largest, tech-oriented growth stocks have created headwinds for active managers in
recent years, and we have not been immune. While our equity strategies saw $2.6 billion in outflows in 2024, our equity
assets under management/advisement were flat during the year as those outflows were offset by positive market returns. We
are at a point in time where market conditions are unprecedented — growth has been outperforming value for more than a
decade, market concentration is reaching new extremes, and almost every valuation metric is showing signs of overvaluation.
Stock selection feels like it has never been less relevant — but we are confident that will change.
As Portfolio Manager Austin Hawley, CFA, wrote in a recent paper, “companies with stable, albeit more modest, growth and
large cash payouts to shareholders in the form of dividends and buybacks offer a different return profile than the large growth
companies, with more of investors’ total return coming from more predictable near-term cash distributions. The combination
of stable total payout yields and modest growth means that these investments have the potential to produce attractive absolute
returns without relying on multiple expansion or extraordinary growth.”1 Ultimately, we believe paying a good price for a
quality business, and reaping the benefits of ownership (dividends, buybacks and growth), will be rewarded over the long
term, regardless of market environment.
As a business, we must evolve to meet our clients’ evolving needs. However, core aspects of our business and investment
philosophy remain the same and will not change, including our valuation discipline, our ownership mindset, and our
commitment to a long-term focus that helps us see past near-term noise.
Our strategic objectives also remain the same. To deliver long-term value to our clients, employees and shareholders, we
continue thoughtfully diversifying our asset base. The challenges that have faced active equity strategies, particularly value-
oriented strategies, are well-known. Yet our equity strategies continue to play an important role for clients who seek a long-
term partnership with a disciplined, intrinsic-value investor, and we are confident in our team’s ability to deliver strong
returns over time.
We see a bright future for our fixed income strategies that leverage our unique expertise in securitized assets, and we
continue to find opportunities to match our capabilities with client demand in new strategies. We are also focused on
building momentum for international equity — another area where investors prize active management at a time when
valuations for non-US businesses are unusually attractive.
We have long prioritized expanding the vehicles we use to provide our intellectual property to clients. We are happy to
partner with clients who need our strategies delivered as models to provide our asset management to their end clients. We
work with clients to make strategies available via collective investment trusts (“CITs”) to meet retirement plan needs. We
offer separately managed accounts, and we have launched limited partnerships for strategies best suited for that structure.
This year, as mentioned, we launched our first interval fund to address the liquidity profile of the asset exposure our clients
were seeking.
We are increasingly hearing from clients the need for an active ETF solution for some strategies, and we are exploring
options that would allow us to meet this need while maintaining our commitment to client alignment.
Capital allocation
The meaningful growth we saw in fixed income during 2024 helped contribute to improved profitability as a long-standing
investment area started to generate positive returns. We generated net operating margins of 29% in 2024 and 26% in 2023.
Our 32% adjusted net operating margin in 2024 was an improvement over the 30% we generated in 2023.2 We continue to
make meaningful investments, including in international equity, new products and vehicles, and modernizing our technology
and data structure to better support our business. Due to the nature of our business, most of these investments show up on our
income statement in the form of lower margins in the near term. We are pleased to have maintained operating margins in line
with our industry while making meaningful investments in our future.
1 Austin Hawley, CFA. Navigating the Future of Equity Returns: Historical Insights and Strategic Outlook. 13 Jan 2025.
2 Adjusted net operating margin is a non-GAAP financial measure. See the Annex to this letter for a reconciliation of non-
GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with
GAAP.

Our capital allocation approach is designed to grow the intrinsic value of the business by investing in new and existing
strategies and ensuring we have sufficient capital to operate the business in any market environment. After meeting those
needs, we return capital to shareholders. Our approach has evolved over our history as we have deployed new methods of
returning capital. Beginning in 2018, we began repurchasing shares and continue to do so when our shares are trading at a
discount to our estimate of intrinsic value. Since then, we have reduced our share count by more than 20%. After paying
annual special dividends for more than a decade, in 2021 we implemented our first regular quarterly dividend. Over the past
three years (2022-2024), we have returned a cumulative $168 million in capital to shareholders in the form of share
repurchases ($103 million) and dividends ($65 million).
Conclusion
We believe the best way to generate strong long-term shareholder returns is to deliver excellent investment outcomes for our
clients. Our investment team remains focused on generating alpha for our clients, and our entire firm is committed to
developing and maintaining partnerships that help instill the confidence required to remain invested through complete market
cycles. This perspective has enabled us to grow new and existing client relationships, which ultimately helps us deliver
returns to our shareholders.
Sincerely,
Heather Brilliant
Chief Executive Officer and President

ANNEX - RECONCILIATION OF NON-GAAP MEASURES
As a supplement to information calculated and presented in accordance with U.S. generally accepted accounting principles
(“GAAP”), Diamond Hill Investment Group, Inc. (the “Company”) is providing certain financial measures that are based on
methodologies other than GAAP (“non-GAAP”). Management believes the non-GAAP financial measures below are useful
measures of the Company’s core business activities, are important metrics in estimating the value of an asset management
business, and help facilitate comparisons to Company operating performance across periods. These non-GAAP financial
measures should not be used as a substitute for financial measures calculated in accordance with GAAP and may be
calculated differently by other companies. The following schedules reconcile the difference between financial measures
calculated in accordance with GAAP and non-GAAP financial measures. Investors are encouraged to review the related
GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable
GAAP financial measures, as well as the Company’s condensed consolidated financial statements and related notes included
in its Annual Report on Form 10-K for the year ended December 31, 2024.
Year Ended December 31,
(in thousands)
2023
2024
Net Operating Margin, GAAP Basis
26 %
29 %
Non-GAAP Adjustments:
Deferred compensation liability(1)
4 %
3 %
Adjusted Net Operating Margin
30 %
32 %
(1) This non-GAAP adjustment removes the compensation expense resulting from market valuation changes in the Diamond
Hill Fixed Term Deferred Compensation Plan and the Diamond Hill Variable Term Deferred Compensation Plan’s (together,
the “Deferred Compensation Plans”) liability and the related net gains or losses on investments designated as an economic
hedge against the related liability. Amounts deferred under the Deferred Compensation Plans are adjusted for appreciation/
depreciation of investments chosen by participants. The Company believes it is useful to remove the net impact of the
Deferred Compensation Plans’ compensation expense or income, which is offset by the non-operating investment income or
loss realized on the hedges against the related compensation expense, to help readers understand the Company’s core
operating results and to improve comparability from period to period.

Diamond Hill Investment Group, Inc.
325 John H. McConnell Boulevard, Suite 200
Columbus, Ohio 43215
March 14, 2025
Dear Shareholders:
We cordially invite you to attend the 2025 Annual Meeting of Shareholders of Diamond Hill Investment Group, Inc.
(“Annual Meeting”), to be held virtually on Tuesday, April 29, 2025 at 8:00 a.m. Eastern Time. The virtual Annual Meeting
can be accessed by visiting www.virtualshareholdermeeting.com/DHIL2025, where you will be able to listen to the meeting
live, submit questions, and vote online.
The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted at the meeting.
On behalf of the Board of Directors, we urge you to cast your vote as soon as possible by Internet or telephone, or by
signing, dating, and returning the enclosed proxy card, even if you plan to attend the virtual Annual Meeting. Voting
by written proxy does not deprive you of your right to attend the virtual Annual Meeting and to vote your shares during the
meeting, but it will ensure your representation and that your vote is counted if you are unable to attend the Annual Meeting.
Your vote is important, regardless of the number of shares you own.
Sincerely,
Heather E. Brilliant
Chief Executive Officer and President

Diamond Hill Investment Group, Inc.
325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 2025
Notice is hereby given that the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Diamond Hill Investment
Group, Inc. (the “Company”) will be held virtually on Tuesday, April 29, 2025 at 8:00 a.m. Eastern Time. The virtual Annual
Meeting can be accessed by visiting www.virtualshareholdermeeting.com/DHIL2025, where you will be able to listen to the
meeting live, submit questions, and vote online. At the Annual Meeting, shareholders of record will consider and act upon
the following matters:
1.
The election of six directors to serve on the Company’s Board of Directors (“Board”) until the Company’s 2026
Annual Meeting of Shareholders and until their successors have been duly elected and qualified;
2.
The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2025;
3.
The approval and adoption of the Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan;
4.
An advisory resolution to approve the 2024 compensation of the Company’s named executive officers; and
5.
Such other business as may properly come before the Annual Meeting or any adjournment thereof.
Action may be taken on the foregoing proposals at the Annual Meeting or at any postponement or adjournment of the Annual
Meeting. The Board has fixed the close of business on March 3, 2025, as the record date for determining the shareholders
entitled to vote at the Annual Meeting and any postponements or adjournments thereof.
On or about March 14, 2025, the Company began mailing to shareholders of record as of the close of business on March 3,
2025, other than those shareholders who have previously requested paper copies of the proxy materials via mail, a Notice of
Internet Availability of Proxy Materials (“Notice of Availability”). The Notice of Availability contains instructions on how
to access via the Internet the Company’s 2025 Proxy Statement, the form of proxy (also known as a proxy card), and the
Company’s 2024 annual report to shareholders (which includes the Company’s Annual Report on Form 10-K for the year
ended December 31, 2024), as well as instructions on how to request a paper copy of these proxy materials. On or about
March 14, 2025, the Company also began mailing its proxy materials to shareholders of record who requested a paper copy.
WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU
TO VOTE AND SUBMIT YOUR PROXY BY INTERNET, BY TELEPHONE, OR IF YOU ELECT TO RECEIVE
PAPER COPIES OF THE PROXY MATERIALS, BY MAIL. FOR ADDITIONAL INSTRUCTIONS ON VOTING
BY TELEPHONE OR THE INTERNET, PLEASE REFER TO THE NOTICE OF AVAILABILITY OR YOUR
PROXY CARD. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING, YOU MAY REVOKE YOUR
PREVIOUSLY SUBMITTED PROXY AND VOTE AT THE MEETING AS DESCRIBED IN THE PROXY
STATEMENT.
By order of the Board,
Carlotta D. King, Secretary
Columbus, Ohio
March 14, 2025

Diamond Hill Investment Group, Inc.
325 John H. McConnell Boulevard, Suite 200
Columbus, Ohio 43215
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
DIAMOND HILL INVESTMENT GROUP, INC.
TO BE HELD VIRTUALLY ON APRIL 29, 2025
This Proxy Statement is being furnished to the shareholders of Diamond Hill Investment Group, Inc., an Ohio corporation
(the “Company”), in connection with the solicitation of proxies by its Board of Directors (the “Board”) for use at its 2025
Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at 8:00 a.m. Eastern Time on April 29, 2025,
and
any
postponement
or
adjournment
thereof.

The
Annual
Meeting
can
be
accessed
by
visiting
www.virtualshareholdermeeting.com/DHIL2025, where shareholders will be able to listen to the meeting live, submit
questions, and vote online.
On or about March 14, 2025, the Company began mailing to shareholders of record as of the close of business on March 3,
2025, other than those shareholders who have previously requested paper copies of the proxy materials via mail, a Notice of
Internet Availability of Proxy Materials (“Notice of Availability”) for the Annual Meeting. The Notice of Availability
contains instructions on how to access via the Internet the Company’s 2025 Proxy Statement, the form of proxy (also known
as a proxy card), and the Company’s 2024 annual report to shareholders (the “Annual Report”, which includes the
Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”)), as well as instructions
on how to request a paper copy of these proxy materials. On or about March 14, 2025, the Company also began mailing its
proxy materials to shareholders of record who requested a paper copy. You may choose to access the proxy materials via the
Internet by following the instructions on the Notice of Availability, or you may request to receive paper copies of the proxy
materials. The Notice of Availability is also publicly accessible at www.proxyvote.com free of charge. Electronic delivery
of the proxy materials allows the Company to conserve natural resources and reduces the costs of printing and distributing the
proxy materials, while providing shareholders with access to the proxy materials in a fast and efficient manner. If you
request paper copies of the proxy materials by mail, the Notice of Annual Meeting of Shareholders, the Proxy Statement, the
form of proxy (also known as a “proxy card”), and the Annual Report will be mailed to you. The Company’s Form 10-K,
excluding exhibits, is included in the Annual Report. Only shareholders of record at the close of business on March 3, 2025,
the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting.
The purposes of this Annual Meeting are to:
1.
Elect six directors to serve on the Board until the Company’s 2026 Annual Meeting of Shareholders and until their
successors have been duly elected and qualified;
2.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2025;
3.
Approve and adopt the Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan;
4.
Approve, on an advisory basis, the 2024 compensation of the Company’s named executive officers (“NEOs”); and
5.
Transact such other business that may properly come before the Annual Meeting or any postponement or
adjournment thereof.
Those common shares represented by: (i) properly authenticated voting instructions recorded electronically over the Internet
or by telephone prior to 11:59 p.m., Eastern Time on April 28, 2025, or (ii) properly signed proxy cards received by the
Company prior to the Annual Meeting, and in each case, that are not revoked, will be voted at the Annual Meeting as directed
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by the shareholders. If a shareholder submits a valid proxy and does not specify how their shares should be voted, they
will be voted as recommended by the Board. The proxy holders will use their best judgment regarding any other matters
that may properly come before the Annual Meeting.
Table of Contents

TABLE OF CONTENTS
Section
Page
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
1
PROCEDURAL MATTERS
3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
6
PROPOSAL 1 — ELECTION OF DIRECTORS
7
MAJORITY VOTING
7
DIRECTOR INDEPENDENCE
7
THE NOMINEES
7
THE BOARD OF DIRECTORS AND COMMITTEES
10
COMPENSATION OF DIRECTORS
12
CORPORATE GOVERNANCE
14
EXECUTIVE OFFICERS
16
EXECUTIVE COMPENSATION
18
COMPENSATION COMMITTEE REPORT
18
COMPENSATION DISCUSSION AND ANALYSIS
18
EXECUTIVE OFFICER STOCK OWNERSHIP AND RETENTION GUIDELINES
24
SUMMARY COMPENSATION TABLE
24
GRANT OF PLAN BASED AWARDS FOR 2024
25
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024
26
OPTION EXERCISES AND STOCK VESTED FOR 2024
27
PENSION BENEFITS AND NON-QUALIFIED DEFERRED COMPENSATION
27
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
27
PAY RATIO DISCLOSURE
30
PAY VS PERFORMANCE TABLE
31
EQUITY COMPENSATION PLAN INFORMATION
36
PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
37
AUDIT COMMITTEE REPORT
39
PROPOSAL 3 - APPROVAL AND ADOPTION OF THE DIAMOND HILL INVESTMENT
GROUP, INC. 2025 EQUITY AND CASH INCENTIVE PLAN
40
PROPOSAL 4 - ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S
NAMED EXECUTIVE OFFICERS
46
ADDITIONAL INFORMATION
47
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
47
SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING
47
SHAREHOLDERS SHARING THE SAME ADDRESS
47
OTHER BUSINESS
48
APPENDIX A - DIAMOND HILL INVESTMENT GROUP, INC. 2025 EQUITY AND CASH
INCENTIVE PLAN
A-1
Table of Contents

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Q:
When and where will the Annual Meeting take place?
A:
The Annual Meeting will be held virtually on Tuesday, April 29, 2025 at 8:00 a.m. Eastern Time, meaning that
shareholders of record may access the meeting via the Internet. Shareholders will not be able to attend the Annual
Meeting in person. The Annual Meeting can be accessed by shareholders of record by visiting
www.virtualshareholdermeeting.com/DHIL2025.
Q: How do I access the Annual Meeting?
A:
The Company will hold the Annual Meeting virtually as scheduled. Any shareholder of record can attend the
Annual Meeting by visiting www.virtualshareholdermeeting.com/DHIL2025, where shareholders may vote and
submit questions during the meeting. The Annual Meeting starts at 8:00 a.m. Eastern Time on Tuesday, April 29,
2025. To access the Annual Meeting, please have your 16-digit control number, which is included in your Notice of
Availability, the voting instructions form from your broker, bank, or other nominee, or your proxy card. Instructions
on how to access the virtual meeting and participate via the Internet, including how to demonstrate proof of share
ownership, are posted at www.proxyvote.com.
Q:
What may I vote on at the Annual Meeting?
A:
At the Annual Meeting, you will be asked to:
•
Elect six directors to serve on the Board until the Company’s 2026 Annual Meeting of Shareholders and
until their successors have been duly elected and qualified;
•
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2025;
•
Approve and adopt the Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan;
•
Approve, on an advisory basis, the 2024 compensation of the NEOs; and
•
Vote on such other business as may properly come before the Annual Meeting or any postponement or
adjournment thereof.
Q: How may I vote my shares and what is the deadline to vote my shares?
A: If you are a registered shareholder, there are several ways to vote your shares. If you plan to vote over the Internet
or by telephone or to participate in the Annual Meeting, you will need the 16-digit control number provided on your
Notice of Availability or proxy card to do so. If you vote over the Internet or by telephone, your electronic vote
authorizes the named proxy holders in the same manner as if you completed, signed, dated, and returned your proxy
card. If you vote via the Internet or by telephone, you do not need to return your proxy card.
•
You may vote over the Internet before the Annual Meeting by visiting www.proxyvote.com. If you wish to
vote over the Internet, you may transmit your voting instructions 24 hours per day, seven days per week,
until 11:59 p.m. Eastern Time on April 28, 2025.
•
You may vote by telephone before the Annual Meeting by calling 1-800-690-6903. If you wish to vote by
telephone, you may transmit your voting instructions 24 hours per day, seven days per week, until 11:59
p.m. Eastern Time on April 28, 2025.
•
If you received a printed copy of the proxy materials, you may submit your vote before the Annual Meeting
by completing, signing, and dating your proxy card and returning it in the prepaid envelope to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Sign your name exactly as it
appears on the proxy card. Proxy cards must be received at this address no later than April 28, 2025, to be
voted at the Annual Meeting.
•
If you plan to vote over the Internet during the virtual Annual Meeting on April 29, 2025 at 8:00 a.m.
Eastern Time, please access the meeting at www.virtualshareholdermeeting.com/DHIL2025 and follow the
online instructions.
If you are a beneficial owner of the shares, you should have received a notice that directs you to the website where
you can access the proxy materials as well as voting instructions from the broker, bank, or other nominee holding
the shares. You should follow the voting instructions provided by your broker, bank, or nominee in order to instruct
your broker, bank, or nominee on how to vote the shares. Please note that the voting instructions provided by your
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1

broker, bank, or nominee will have a voting deadline that is earlier than those listed above. The availability of
Internet and telephone voting will depend on the voting process of the broker, bank, or nominee. Shares held
beneficially may not be voted by the beneficial owner during the Annual Meeting.
Q:
What does it mean if I get more than one Notice of Availability or proxy card?
A:
If your shares are registered in more than one account, you may receive more than one Notice of Availability or
proxy card. If you are a registered shareholder and intend to vote over the Internet or by telephone, you must do so
for each individual Notice of Availability you receive. If you received a paper copy of the proxy materials and you
intend to vote by mail, please complete, sign, date, and return all proxy cards to ensure that all your shares are voted.
Q:
What is the difference between holding shares as a registered shareholder and as a beneficial owner?
A:
Many shareholders are beneficial owners of the Company’s shares, meaning they hold their shares in “street name”
through a broker, bank, or other nominee. As summarized below, there are some distinctions between shares held of
record and shares owned beneficially.
Registered Shareholders. For shares registered directly in your name with the Company’s transfer agent, you are
considered the registered shareholder, and the Company is making available on the Internet or sending this Proxy
Statement and related materials directly to you. As a registered shareholder, you have the right to vote: (i) over the
Internet or by telephone, (ii) by completing, signing, dating, and returning the enclosed proxy card, or (iii) at the
Annual Meeting.
Beneficial Owners. For shares held in “street name”, you are considered the beneficial owner, and this Proxy
Statement and related materials are being made available or forwarded to you by your broker, bank, or other
nominee, who is the registered shareholder of the shares held for your benefit. As the beneficial owner, you have
the right to direct your broker, bank, or other nominee on how to vote your shares. Your broker, bank, or other
nominee will provide you with information on the procedures you must follow to instruct them how to vote your
shares or how to revoke previously given voting instructions. Beneficial owners should contact their broker, bank,
or other nominee to determine applicable deadlines.
Q:
If I am a beneficial owner, will my broker, bank, or other nominee vote my shares for me?
A:
Your broker, bank, or other nominee will vote your shares in the manner you instruct, and you should follow the
voting instructions your broker, bank, or other nominee has provided to you. However, if you do not provide voting
instructions to your broker, bank, or other nominee, it may vote your shares in its discretion on certain “routine”
matters. The ratification of the appointment of KPMG LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2025 is considered a routine matter, and if you do not
submit voting instructions, your broker, bank, or other nominee may choose, in its discretion, to vote (and how to
vote) or not vote your shares on the ratification. None of the other matters to be voted on at the Annual Meeting are
considered routine, and your broker, bank, or other nominee may not vote your shares on those matters without your
instructions.
Q:
May I revoke my proxy or change my vote after I have mailed a proxy card or voted over the Internet or by
telephone?
A:
Yes. You may revoke or change your vote at any time before your proxy is voted at the Annual Meeting. If you are
a registered shareholder, you can do this in any one of three ways:
•
Send a written statement to Carlotta D. King, Secretary, at Diamond Hill Investment Group, Inc., 325 John H.
McConnell Boulevard, Suite 200, Columbus, Ohio 43215, stating that you would like to revoke your proxy,
which must be received prior to the Annual Meeting;
•
Submit later-dated electronic voting instructions over the Internet or by telephone no later than 11:59 p.m.
Eastern Time on April 28, 2025, or send a newly-signed and later-dated proxy card, which must be received by
April 28, 2025; or
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2

•
Participate in Annual Meeting and revoke your proxy at the Annual Meeting. Attending the Annual Meeting
will not, by itself, revoke your proxy or a prior Internet or telephone vote.
If you are a beneficial owner, you may change your vote by submitting new voting instructions to your broker, bank,
or other nominee. You should review the instructions provided by your broker or nominee to determine the
procedures that you must follow.
Q:
What are the Board’s recommendations on the matters to be considered at the Annual Meeting?
A:
The Board recommends that shareholders vote:
•
FOR the Board’s nominated slate of six directors;
•
FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2025;
•
FOR the approval and adoption of the Diamond Hill Investment Group, Inc. 2025 Equity and Cash
Incentive Plan; and
•
FOR the approval, on an advisory basis, of the 2024 compensation of the NEOs.
Q: How will my shares be voted if I submit a proxy without voting instructions?
A:
Subject to revocation, all forms of proxy that are properly completed and timely received will be voted in
accordance with the instructions contained therein. If no instructions are given (except in the case of broker non-
votes), the persons named as proxy holders will vote the shares in accordance with the recommendations of the
Board. The Board’s recommendations are set forth above and together with the description of each proposal in this
Proxy Statement. A “broker non-vote” occurs when a beneficial owner does not, within the required timeframe
before the Annual Meeting, provide the broker, bank, or other nominee who is the registered holder thereof with
instructions as to how to vote the shares on “non-routine” matters. Under Nasdaq rules, your broker, bank, or other
nominee may not vote your shares on non-routine matters unless it receives instructions from you as to how to vote.
Q:
Who can answer my questions about how I can submit or revoke my proxy or vote by phone or via the
Internet?
A:
If you are a registered shareholder and have more questions about how to submit your proxy, please call Carlotta D.
King, Secretary of the Company, at (614) 255-3333. If you are a beneficial owner, you should contact your broker,
bank, or other nominee to determine the procedures and deadlines that you must follow.
PROCEDURAL MATTERS
Record Date
Only the Company’s shareholders of record at the close of business on March 3, 2025, the record date, will be entitled to vote
at the Annual Meeting. As of the record date, there were 2,787,492 shares outstanding and entitled to be voted at the Annual
Meeting.
Proxy
Your shares will be voted at the Annual Meeting as you direct on your signed proxy card or in your telephone or Internet
voting instructions. If you are a registered shareholder and submit a proxy card without voting instructions, it will be voted
as recommended by the Board. If you are a beneficial owner, you have the right to direct your broker, bank, or other
nominee on how to vote your shares, and you should contact your broker, bank, or other nominee to determine the procedures
and deadlines that you must follow. The Board’s recommendations are set forth in this Proxy Statement. The duly appointed
proxy holders will vote in their discretion on any other matters that may properly come before the Annual Meeting.
Voting
A shareholder may cast one vote for each outstanding share held by the shareholder on each separate matter of business
properly brought before the Annual Meeting. If you are a beneficial owner, you are encouraged to instruct your broker, bank,
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3

or other nominee as to how to vote your shares. The Company’s shareholders do not have cumulative voting rights with
respect to the election of directors.
Proposal 1 - Director election. Votes that shareholders cast “FOR” a director-nominee must exceed the votes that
shareholders cast “AGAINST” a director-nominee for the individual to be elected. Please also see the discussion of the
“Majority Voting” provisions within Proposal 1.
Proposal 2 - Ratification of selection of KPMG. The affirmative vote of the holders of a majority of the shares cast on the
proposal is required to ratify the selection of KPMG LLP (“KPMG”) as the Company’s independent registered public
accounting firm for fiscal year ending December 31, 2025.
Proposal 3 - Approval and adoption of the Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan.
The affirmative vote of the holders of a majority of the shares cast on the proposal is required to approve and adopt the
Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan.
Proposal 4 - Advisory vote on 2024 NEO compensation. The affirmative vote of the holders of a majority of the shares cast
on the proposal is required for the approval of the advisory vote on the 2024 compensation of the NEOs.
Effect of broker non-votes and abstentions. Under the applicable regulations of the Securities and Exchange Commission
(“SEC”) and the rules of the exchanges and other self-regulatory organizations of which the brokers, banks, and other
nominees are members, brokers, banks, and other nominees who hold shares in street name for beneficial owners may sign
and submit proxies and may vote those shares on certain “routine” matters. Proposal 2 is considered to be a “routine” matter.
Proposals 1, 3, and 4 are considered to be “non-routine” matters. Under applicable stock exchange rules, brokers, banks, and
other nominees are not permitted to vote on non-routine matters without instruction from the beneficial holders. Proxies that
are signed and submitted by brokers, banks, and other nominees that have not been voted on non-routine matters are referred
to as “broker non-votes”.
Neither broker non-votes nor abstentions will have any effect on the election of directors, the ratification of the appointment
of KPMG, the approval and adoption of the Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan, or
the advisory approval of the 2024 compensation of the NEOs.

Quorum
Business can be conducted at the Annual Meeting only if a quorum, consisting of the holders of at least a majority of the
Company’s outstanding shares entitled to vote, is present, either in person or by proxy. Abstentions and broker non-votes
will be counted toward establishing a quorum. If a quorum is not present at the time the Annual Meeting is convened, a
majority of the shares represented in person or by proxy may adjourn the Annual Meeting to a later date and time, without
notice other than announcement at the Annual Meeting. At any such adjournment of the Annual Meeting at which a quorum
is present, any business may be transacted which might have been transacted at the Annual Meeting as originally called.
Solicitation; Expenses
The Company will pay all expenses of the Board’s solicitation of the proxies for the Annual Meeting, including the cost of
preparing, assembling, providing, and mailing the Notice of Annual Meeting, proxy card, this Proxy Statement, and the
Annual Report, postage for return envelopes, the handling and expenses for tabulation of proxies received, and charges of
brokerage houses and other institutions, nominees, or fiduciaries for forwarding such documents to beneficial owners. The
Company will not pay any electronic access charges associated with Internet or telephone voting incurred by a shareholder.
The Company may solicit proxies in person or by telephone, facsimile, or e-mail. Its officers, directors, and employees may
also assist with solicitation, but will receive no additional compensation for doing so.
No person is authorized to give any information or to make any representation not contained in this Proxy Statement, and you
should not rely on any such information or representation. This Proxy Statement does not constitute the solicitation of a
proxy in any jurisdiction from any person to whom it is unlawful to make such proxy solicitation in such jurisdiction. The
delivery of this Proxy Statement does not, under any circumstances, imply that there has not been any change in the
information set forth herein since the date of this Proxy Statement.
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4

Requests for Proxy Statement, Annual Report, Notice of Availability, and Form 10-K
The Annual Report is intended to satisfy the Company’s obligation to provide an annual report to its shareholders pursuant to
Rule 14a-3(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Form 10-K, including
audited consolidated financial statements, is included in the Annual Report. The Company is making available on the
Internet or delivering a single copy of this Proxy Statement and the Annual Report to multiple shareholders sharing an
address, unless it has received instructions from one or more of these shareholders to the contrary. However, each
shareholder will continue to receive a separate proxy card. The Company will promptly deliver a separate copy of this Proxy
Statement, the Annual Report, and/or the Notice of Availability, as applicable, at no charge, upon receipt of a written or oral
request by a registered shareholder at a shared address to which a single copy of the documents was made available or
delivered. Written or oral requests for a separate copy of the documents, or to provide instructions for delivery of documents
in the future, may be directed to Carlotta D. King, Secretary, at Diamond Hill Investment Group, Inc., 325 John H.
McConnell Boulevard, Suite 200, Columbus, Ohio 43215 or by phone at (614) 255-3333. Additionally, this Proxy
Statement, the Annual Report, and the Form 10-K are available on the Internet free of charge at: https://ir.diamond-hill.com/
sec-filings-ownership/proxy-materials/.
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5

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth beneficial ownership of the Company’s common shares by: (a) all persons known by to
beneficially own 5% or more of the Company’s outstanding common shares, (b) each director and director nominee of the
Company, (c) the Company’s NEOs, and (d) all of the Company’s executive officers, directors, and director nominees as a
group. Unless otherwise indicated, the named individuals and entities exercise sole voting and dispositive power over the
shares listed. None of the named individuals or entities hold any outstanding options to acquire Company common shares,
and none of the named individuals have pledged any common shares of the Company as security. Except as otherwise
indicated, all information is as of March 3, 2025.
Name of Beneficial Owner
Amount and Nature
of Beneficial
Ownership

Percent of
Class(1)
Heather E. Brilliant

44,495
(2)
1.6 %
Richard S. Cooley

9,659
*
Gordon B. Fowler

6,787
*
James F. Laird

12,500
*
Thomas E. Line

16,197
(2)
*
Paula R. Meyer

3,187
*
Jo Ann Quinif

28,548
(2)
1.0 %
Nicole R. St. Pierre

4,187
*
L’Quentus Thomas

1,858
*
Directors, nominees, and executive officers as a group (9 persons)

127,418
4.6 %
5% Beneficial Owners
BlackRock, Inc.(3)

258,602
9.3 %
Royce & Associates, LP(4)

166,746
6.0 %
The Vanguard Group(5)

162,419
5.8 %
_______________
(1) In this column, beneficial ownership of less than 1% is represented by an asterisk (*). The percent of class is based upon
the number of common shares beneficially owned by the named individual or entity divided by 2,787,492, which was the
total number of shares that were issued and outstanding as of March 3, 2025.
(2) These amounts include 473, 1,294, and 816 shares for Ms. Brilliant, Mr. Line, and Ms. Quinif respectively, that are held
in the Diamond Hill Investment Group 401(k) Plan and Trust (the “401(k) Plan”).
(3) This information is based on the Schedule 13G/A filed with the SEC on January 25, 2024 by BlackRock, Inc. to report
beneficial ownership by its subsidiaries (BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock Asset Management
Canada Limited, BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Institutional
Trust Company, National Association, BlackRock Financial Management, Inc., BlackRock Fund Managers Ltd,
BlackRock Asset Management Schweiz AG, and BlackRock Investment Management, LLC) of shares as of
December 31, 2024. The Schedule 13G/A reported that BlackRock, Inc., through its subsidiaries, had sole voting power
over 252,059 shares and sole dispositive power over 258,602 shares. The address reported for BlackRock, Inc. is 55 East
52nd Street, New York, NY 10055.
(4) This information is based on the Schedule 13G/A filed with the SEC on October 15, 2024 by Royce & Associates, LP to
report its beneficial ownership of shares as of September 30, 2024. The Schedule 13G/A reported that Royce &
Associates, LP had sole voting power over 166,746 shares and sole dispositive power over 166,746 shares. The address
reported for Royce & Associates, LP is 745 Fifth Avenue, New York, NY 10151.
(5) This information is based on the Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group to
report its beneficial ownership of shares as of December 29, 2023. The Schedule 13G/A reported that The Vanguard
Group had shared voting power over 5,348 shares, sole dispositive power over 154,170 shares, and shared dispositive
power over 8,249 shares. The address reported for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
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6

PROPOSAL 1 — ELECTION OF DIRECTORS
The Board guides the strategic direction of the Company and oversees its management. All of the Company’s directors are
elected annually.
Previously, the Company’s Corporate Governance Guidelines (“Guidelines”) imposed a 10-year term limit on non-employee
directors (“Term Limit”). The Term Limit was increased to 12 years as part of the amendment of the Guidelines on May 8,
2024. Due to the Term Limit, James F. Laird, who has been a non-employee director since 2014, was not nominated by the
Board for re-election and will retire from the Board at the Annual Meeting.
Pursuant to the recommendation of the Nominating and Governance Committee, the Board has nominated the six nominees
listed below for election, all of whom are current directors, to hold office until the 2026 Annual Meeting of Shareholders and
until their respective successors are elected and qualified. If any nominee becomes unable or unwilling to serve between the
date of this Proxy Statement and the Annual Meeting, proxies will be voted “FOR” the election of a replacement
recommended by the Nominating and Governance Committee and approved by the Board.
Majority Voting
In an uncontested election, a nominee must receive more “FOR” votes than “AGAINST” votes to be elected. In addition,
pursuant to the Guidelines, any director who fails to obtain the required vote in an uncontested election will promptly submit
their resignation to the Board. The Board will then decide, after considering the Nominating and Governance Committee’s
recommendation, whether to accept the resignation, decline the resignation, or decline the resignation with conditions. The
Board will make any such decision within 90 days following the date of the Annual Meeting at which such uncontested
election occurred. Plurality voting will apply to any contested elections.
Director Independence
The Board has determined that each of Richard S. Cooley, Gordon B. Fowler, Paula R. Meyer, Nicole R. St. Pierre, and
L’Quentus Thomas qualify as independent under the rules and independence standards of The Nasdaq Stock Market
(“Nasdaq”), as well as applicable SEC requirements. The Board also determined that non-employee director, James F. Laird,
qualified as independent during the period for which he served as a director in 2025. The Board has determined that Heather
E. Brilliant is not independent due to her status as an executive officer of the Company. There are no family relationships
among the Company’s directors and executive officers. In making its determination regarding the independence of directors,
the Board reviewed and considered each director’s direct and indirect relationship with the Company.
The Nominees
The Board has determined that all of the director nominees are qualified to serve as directors of the Company. In addition to
their specific business experience listed below, each of the director nominees has the tangible and intangible skills and
attributes that the Board believes are required to be an effective director of the Company, including experience at senior
levels in areas of expertise helpful to the Company, a willingness and commitment to assume the responsibilities required of a
director, and the character and integrity that the Board expects of the Company’s directors. The specific qualifications of
each individual nominee are set forth under such nominee’s name below.
Heather E. Brilliant, CFA, age 48, was appointed as a director as well as Chief Executive Officer and President (“CEO”) of
the Company effective September 3, 2019. She has been CEO of Diamond Hill Capital Management, Inc. (“DHCM”) since
September 3, 2019 and served as President of DHCM from September 3, 2019 to March 31, 2023. Ms. Brilliant previously
served as Chief Executive Officer, Americas with First State Investments (a global asset management group), from 2017 until
joining the Company. Prior to that role, she spent almost 14 years with Morningstar (a financial services firm) where she
served as Global Head of Equity & Credit Research before advancing to Chief Executive Officer, Morningstar Australasia.
Earlier in her career, she held several roles analyzing both credit and equity at firms including Driehaus Capital Management
(an investment adviser), Coghill Capital Management (an investment adviser), and Bank of America (a multinational
investment bank and financial services holding company). She currently serves on the Board of Governors of the Investment
Company Institute (a trade association) as well as on the boards of several non-profit organizations.
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7

Ms. Brilliant received her Bachelor of Arts degree in economics from Northwestern University and a Master of Business
Administration (“MBA”) from the University of Chicago. Ms. Brilliant also holds the Chartered Financial Analyst (“CFA”)
designation and is past chair and served as a member of the CFA Institute Board of Governors from 2013-2020.
Ms. Brilliant’s qualifications to serve on the Board include her current experience as the Company’s CEO and President, her
prior experience as CEO of a division of an investment firm, and her in-depth knowledge of the investment management
industry through her more than 25 years of experience as an investment professional and industry executive.
Richard S. Cooley, age 56, has been a director of the Company since 2020 and Board Chair since 2024 and served as Chair
of the Audit Committee from 2020 until 2024. He serves on the Audit Committee, Compensation Committee, and
Nominating and Governance Committee and is a non-executive director. Mr. Cooley has been determined by the Board to be
an audit committee financial expert as defined by the SEC. Since 2023, Mr. Cooley has been a Collegiate Assistant Professor
and Harper-Schmidt Fellow at the University of Chicago (a private research university). During the preceding five years, Mr.
Cooley primarily and intermittently served as a teaching fellow or teaching assistant at the University of Chicago. From 2007
to 2013, Mr. Cooley served as Morningstar, Inc.’s (a financial services firm) Chief Financial Officer (“CFO”), and was
responsible for the firm’s investor relations, financial reporting, corporate finance, tax, corporate communications, and U.S.
national sales teams. Prior to becoming CFO, from 2003 to 2007 Mr. Cooley was CEO of Morningstar’s operations in
Australia and New Zealand. Mr. Cooley also established Morningstar’s government affairs function.
Mr. Cooley holds Bachelor of the Arts and Master of the Arts degrees from Illinois State University, a Master of the Arts
degree from the University of Chicago, and a Doctor of Philosophy in Political Science from the University of Chicago. He
was also awarded the Certificate in Cybersecurity Oversight from the Software Engineering Institute in association with
Carnegie Mellon University in 2023.
Mr. Cooley’s qualifications to serve on the Board include his substantial experience in accounting and financial matters due
to serving as CFO of a global, publicly-traded financial services firm, his experience as CEO of a division of a large financial
services firm, as well as his experience serving as a board member for numerous for-profit companies.
Gordon B. Fowler, age 65, has been a director of the Company since July 2024. He serves on the Audit Committee, the
Compensation Committee, and the Nominating and Governance Committee and is a non-executive director. Since 2023, Mr.
Fowler has served as a Strategic Advisor to the Glenmede Corporation (a boutique wealth management firm). Prior to his
current role, from 2003 to 2023, Mr. Fowler held a number of positions at the Glenmede Corporation and the Glenmede Trust
Company, including most recently leading the Glenmede Corporation as President. From 1981 to 2003, Mr. Fowler worked
at J.P. Morgan Chase (a multinational finance corporation) where, among other roles, he served as Chief Investment Officer
of the J.P. Morgan Private Bank. He currently serves as a director of The Jeffrey Company (a global investment fund, family
office, and trust company) as well as on the boards of multiple non-profit organizations.
Mr. Fowler received his Bachelor of Arts degree in African Political Economy from Brown University and a Master of
Science degree in Statistics and Operations Research from the Stern School of Business at New York University.
Mr. Fowler’s qualifications to serve on the Board include his more than 40 years of experience in the financial services
industry consisting of 13 years as an executive officer and 17 years as a Chief Investment Officer, as well as his experience
serving as a board member for numerous for-profit and non-profit companies.
Paula R. Meyer, age 70, has been a director of the Company and Chair of the Nominating and Governance Committee since
2019. She serves on the Audit Committee and the Compensation Committee and is a non-executive director. Since 2007,
Ms. Meyer has served as a professional, non-executive director. Prior to 2007, she worked in variety of roles within the
investment management industry, most recently serving as President of RiverSource Funds, the proprietary fund complex of
Ameriprise Financial, Inc. (a financial services company) from 1998 to 2006. She has served as a director for Mutual of
Omaha (an insurance company) since 2009. She also served as a director of First Command Financial Services, Inc. (a
financial services company) from 2009 to 2024, as a director of the Federal Home Loan Bank of Des Moines (a government
sponsored enterprise) from 2007 to 2016, and on the Investment Company Institute’s (a trade association) Board of
Governors from 2000 to 2006.
Ms. Meyer received her Bachelor of Arts from Luther College, an MBA from the University of Pennsylvania, Wharton
School of Business, and is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. She was also
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8

awarded the Certificate in Cybersecurity Oversight from the Software Engineering Institute in association with Carnegie
Mellon University in 2020.
Ms. Meyer’s qualifications to serve on the Board include her more than 40 years of experience in the industry, consisting of
25 years of executive experience in the financial services and mutual fund industries as well as 17 years of service as a
corporate board member on numerous for-profit and non-profit companies.
Nicole R. St. Pierre, age 52, has been a director of the Company and the Chair of the Compensation Committee since 2019.
She serves on the Audit Committee and Nominating and Governance Committee and is a non-executive director. Prior to her
retirement, Ms. St. Pierre served in a variety of roles within the Asset Management group at J.P. Morgan (a multinational
finance corporation) from 1994 to 2018, including as Managing Director; Head of Client Services and Business Platform &
Americas Regional Lead. Ms. St. Pierre is NACD Directorship Certified®.
Ms. St. Pierre received her Bachelor of Science in Marketing from Rutgers University and an MBA from Fordham
University. She was also awarded the Certificate in Cybersecurity Oversight from the Software Engineering Institute in
association with Carnegie Mellon University in 2020.
Ms. St. Pierre’s qualifications to serve on the Board include her more than 20 years of experience in the investment
management industry.
L'Quentus Thomas, age 50, has been a director of the Company since 2021 and Chair of the Audit Committee since 2024.
He serves on the Compensation Committee and the Nominating and Governance Committee and is a non-executive director.
Mr. Thomas has been determined by the Board to be an audit committee financial expert as defined by the SEC. Since 2021,
Mr. Thomas has served as a Senior Managing Director at Stonehenge Capital (a private equity and venture capital investment
firm), and currently manages the operations of Stonehenge Community Development, the firm’s community banking
subsidiary. Prior to his current role, from 2005 to 2009, Mr. Thomas worked in the firm’s principal investing division,
Stonehenge Growth Capital, where he focused on providing debt and equity capital solutions to privately held firms.
Mr. Thomas has served on numerous boards of non-profit organizations, including as a Trustee of Kenyon College (a liberal
arts college). Mr. Thomas earned a Bachelor of Arts degree from Amherst College and an MBA from the Stern School of
Business at New York University. He was also awarded the Certificate in Cybersecurity Oversight from the Software
Engineering Institute in association with Carnegie Mellon University in 2024.
Mr. Thomas’s qualifications to serve on the Board include his experience in accounting and financial matters, his more than
20 years of experience in the financial services industry, and his experience serving as a board member for numerous non-
profit companies.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH NOMINEE LISTED ABOVE
TO BE A DIRECTOR OF THE COMPANY.
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9

THE BOARD OF DIRECTORS AND COMMITTEES
The Board held a total of five meetings during 2024, and each director attended at least 75% of all applicable Board and
committee meetings. Consistent with the Guidelines and Nasdaq listing rules, the directors met in executive session at each
regularly scheduled Board meeting in 2024. Although the Company does not have a formal policy requiring directors’
attendance at the Annual Meeting, the Guidelines provide that all directors are expected to attend each annual meeting of
shareholders. All individuals serving as directors at the time of the 2024 Annual Meeting of Shareholders attended such
meeting.
Corporate Governance
The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and
Governance Committee. The Board has adopted a written charter for each committee. Current copies of each committee
charter, the Guidelines, and the Code of Ethics are available on the Company’s website, ir.diamond-hill.com, under
“Corporate Information - Corporate Governance”.
The Board has adopted a Code of Ethics for principal executive and senior financial officers of the Company. The Code of
Ethics is intended to deter wrongdoing and promote honest and ethical conduct, full, timely, and accurate reporting,
compliance with laws, and accountability for adherence to the Code of Ethics, including internal reporting of Code of Ethics
violations. The Company intends to post amendments to, or waivers from, any applicable provision (related to elements
listed under Item 406(b) of Regulation S-K) of the Code of Ethics, if any, in the Corporate Governance section of its website,
ir.diamond-hill.com.
The Company also has a Code of Business Conduct and Ethics that is applicable to all of its employees and directors. It is
the Company’s policy to require all directors to participate annually in education and training related to the Code of Business
Conduct and Ethics.
Information and documents contained on, or accessible through, the Company’s website are not part of this Proxy Statement
or any other document or report that the Company files with, or furnishes to, the SEC or its shareholders.
Insider Trading Policy
The Company has adopted an Insider Trading Policy to govern purchases, sales, and other dispositions of the Company’s
securities by its directors, officers, and employees. The policy is reasonably designed to promote compliance with insider
trading law, rules, and regulations as well as Nasdaq listing rules. The policy also provides that the Company will not engage
in transactions in its securities while aware of material nonpublic information relating to the Company or its securities, except
pursuant to a trading plan intended to comply with SEC Rule 10b5-1 that is entered into and maintained in compliance with
the policy and applicable law. The policy also prohibits all employees, officers, and directors from purchasing or selling any
derivative arrangement related to securities of the Company or engaging in any speculative, short selling, or hedging
activities related to securities of the Company that may have a similar economic effect.
Audit Committee
All independent directors serve on the Audit Committee. The Audit Committee met four times during 2024. The Board has
determined that each of the Audit Committee members meets the independence and financial literacy rules and standards of
the SEC and Nasdaq. The Board also has concluded that each of Mr. Cooley, Mr. Fowler, and Mr. Thomas meet the criteria
to be an “audit committee financial expert” as defined by the SEC.
The primary purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:
(i) the retention of the Company’s independent registered public accounting firm, including appointing and overseeing the
terms of the accounting firm’s engagement and its performance, qualifications, and independence; (ii) the quality and
integrity of the Company’s financial statements; (iii) the Company’s accounting and financial reporting process; (iv)
adherence to the Company’s ethics policies; and (v) the Company’s systems for internal accounting and financial controls.
The Audit Committee also reviews all related person transactions for potential conflicts of interest on an ongoing basis, and
the Audit Committee must approve all such transactions. Additional information on the approval of related person
transactions is available under the heading “Certain Relationships and Related Person Transactions” below. The report of the
Audit Committee appears under the heading “Audit Committee Report” below.
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10

Compensation Committee
All independent directors serve on the Compensation Committee. The Compensation Committee met two times during 2024.
The Board has determined that each of the Compensation Committee members meets the independence criteria of the SEC
and Nasdaq.
The primary purpose of the Compensation Committee is to assist the Board in the discharge of its responsibilities to: (i)
review and approve the compensation and benefits programs of the Company’s NEOs and directors; (ii) evaluate the
performance of the Company’s executive officers in light of corporate goals and objectives approved by the Compensation
Committee; (iii) approve the annual salaries, bonuses, stock grants, and other benefits, direct and indirect, of the Company’s
executive officers; (iv) make recommendations to the full Board with respect to incentive compensation plans and equity-
based plans; (v) review the evaluation of the competitiveness of amendments to the Company’s retirement plans involving
significant changes or improvements, and administer and maintain, or delegate the administration and maintenance of, those
retirement plans; (vi) appoint and oversee the work of compensation consultants and other advisors; (vii) determine director,
committee member, and committee chair compensation for non-employee directors; and (viii) oversee succession planning
for the Company’s executive officers. The Compensation Committee also administers, maintains, or delegates the
administration and maintenance of the Company’s equity compensation plans. The Compensation Committee has delegated
to management the ability to make stock grants to non-executive employees within specific parameters to align the interests
of the Company’s shareholders and its employees and to promote employee retention and long-term employee ownership. A
description of the Company’s processes and procedures for the consideration and determination of executive officer
compensation are discussed under the heading “Compensation Discussion and Analysis” below.
Nominating and Governance Committee
All independent directors serve on the Nominating and Governance Committee. The Nominating and Governance
Committee met four times during 2024. The Board has determined that each of the Nominating and Governance Committee
members meets the independence criteria of the SEC and Nasdaq.
The primary purpose of the Nominating and Governance Committee is to maintain and cultivate the effectiveness of the
Board and oversee the Company’s governance policies. Among the Nominating and Governance Committee’s
responsibilities are Board and committee composition, director qualifications, director orientation and education, and Board,
committee, and director evaluations. The Nominating and Governance Committee: (i) identifies, evaluates, and nominates
Board candidates; (ii) develops and oversees Board leadership succession planning, (iii) reviews compliance with stock
ownership guidelines for directors and NEOs; and (iv) oversees procedures regarding shareholder nominations and other
shareholder communications to the Board. The Nominating and Governance Committee is also responsible for monitoring
compliance with, and recommending any changes to, the Guidelines. Additional information regarding the committee’s
activities can be found under the heading “Corporate Governance” below.
Board Committee Membership
The following table summarizes the membership of the Board and each of its committees as of March 3, 2025.
Director
Audit
Compensation
Nominating and
Governance
Heather E. Brilliant
—
—
—
Richard S. Cooley
Member
Member
Member
Gordon B. Fowler
Member
Member
Member
James F. Laird
Member
Member
Member
Paula R. Meyer
Member
Member
Chair
Nicole R. St. Pierre
Member
Chair
Member
L’Quentus Thomas
Chair
Member
Member
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11

Compensation of Directors
The Compensation Committee is responsible for periodically reviewing and recommending to the Board the compensation of
the Company’s non-employee directors. Since 2021, the compensation structure for non-employee directors has included an
annual cash award, an annual restricted stock award with a one-year vesting period, and annual chair fees, where applicable.
Directors who also serve as officers or employees of the Company are not separately compensated for their service as a
director.
The Company’s non-employee, annual, target director compensation is $155,000, plus applicable chair fees as provided
under the following structure:
•
An annual cash payment of $40,000 paid quarterly in arrears in conjunction with quarterly Board meetings;
•
An annual restricted stock award with a grant date value of $115,000 to align the interests of the directors with the
long-term interests of the Company’s shareholders. Grants typically occur concurrent with each annual shareholder
meeting and vest on the first anniversary of the grant date;
•
An annual cash payment of $30,000 to the Board Chair;
•
An annual cash payment of $15,000 to the chair of the Audit Committee; and
•
An annual cash payment of $10,000 to the chair of each of the Compensation Committee and the Nominating and
Governance Committee.
Mr. Laird will reach his Term Limit as a director at the Annual Meeting. Under the director compensation structure in place
at the time of Mr. Laird’s appointment as a director, he received a one-time, long-term cliff vest award of restricted stock that
was intended to compensate him for the entirety of his service as a director. As such, the Board previously concluded that
Mr. Laird would be an exception to the current compensation structure discussed above. Instead, Mr. Laird receives a
$10,000 annual cash payment for his service as a director plus annual chair fees, where applicable, but he does not receive an
annual restricted stock award, given the long-term, cliff-vest award he was previously granted in 2015 for his service. In
addition, because Mr. Fowler was appointed after the Company’s 2024 Annual Meeting of Shareholders, the Board
concluded that Mr. Fowler would be compensated solely in cash for his service as a director from the date of his appointment
until the date of the Annual Meeting,
The following table sets forth information regarding the compensation earned by, or paid to, non-employee directors who
served on the Board during 2024.

2024 Director Compensation
Name
Fees Earned or
Paid in Cash
Stock Awards
Total
Heather E. Brilliant
$
—
$
—
$
—
Richard S. Cooley
$
66,250
$
115,000
$
181,250
Gordon B. Fowler(1)
$
77,500
$
—
$
77,500
James F. Laird
$
17,500
$
—
$
17,500
Paula R. Meyer
$
50,000
$
115,000
$
165,000
Nicole R. St. Pierre
$
50,000
$
115,000
$
165,000
L’Quentus Thomas
$
51,250
$
115,000
$
166,250
_______________
(1) The amount reported reflects compensation for Mr. Fowler’s service as a director from his appointment on July 29, 2024
through December 31, 2024.
Outstanding Stock Grants to Directors
The below table shows the amount of outstanding, unvested restricted stock awards held by directors as of December 31,
2024 and the service period covered by the grant. All of these awards vest in full at the conclusion of the applicable service
period.
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12

Richard S. Cooley(1)
723
One Year
$115,000
5/10/24
5/10/25
James F. Laird
8,000
Ten Years
$1,125,760
2/27/15
3/1/25
Paula R. Meyer(1)
723
One Year
$115,000
5/10/24
5/10/25
Nicole R. St. Pierre(1)
723
One Year
$115,000
5/10/24
5/10/25
L’Quentus Thomas(1)
723
One Year
$115,000
5/10/24
5/10/25
Name
Shares
Granted
Approximate
Service Period
Covered by
Grant
Grant-Date
Fair Value
Grant
Date
Vesting
Date
_______________
(1) Concurrent with the Annual Meeting, Mr. Cooley, Mr. Fowler, Ms. Meyer, Ms. St. Pierre, and Mr. Thomas will each
receive an annual grant of restricted stock with an approximate fair value of $115,000 that will vest on the first
anniversary of the grant date.
Non-Employee Director Stock Ownership and Retention Guidelines
The Guidelines prohibit shares granted to the non-employee directors as compensation from being sold while the director
remains on the Board, except for sales of shares in an amount necessary to pay taxes due upon vesting. Therefore, aside from
this exception, the Company expects each non-employee director to hold all of the shares granted to them as compensation
for their service for their entire term of service on the Board. Additionally, the Guidelines require that, within three years of
being appointed to the Board, each non-employee director must hold Company shares having a value of at least $200,000 at
cost as of the date of acquisition, grant, or receipt, as applicable. Vested and unvested restricted stock is included when
determining each non-employee director’s compliance with the Guidelines.
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13

CORPORATE GOVERNANCE
The Nominating and Governance Committee has general responsibility for the assessment and recruitment of new director
candidates, evaluation of director and Board performance, and oversight of the Company’s governance matters. The
Nominating and Governance Committee has adopted the Guidelines and reviews them annually. The current version of the
Guidelines is available on the Company’s website, ir.diamond-hill.com, under “Corporate Information - Corporate
Governance”.
Board Leadership and Composition
As part of ensuring a strong governance and oversight structure, the Guidelines provide that the Board Chair and CEO roles
must be separate and occupied by different people. The Board Chair calls Board meetings, approves Board meeting agendas
and schedules, chairs all executive sessions of the Board, acts as the liaison between the directors and management, and is
available to the Secretary to discuss and, as necessary, respond to shareholder communications to the Board.
Currently, five of the Company’s six director nominees qualify as independent under Nasdaq listing rules, with Ms. Brilliant,
the CEO, being the only non-independent director. The membership of the Audit Committee, the Compensation Committee,
and the Nominating and Governance Committee are all comprised entirely of independent directors. The diversity statistics
of the seven current members of the Board are below, which includes the six director nominees.
Board Diversity Matrix (As of March 14, 2025)
Board Size:
Total Number of Directors
7
Female
Male
Did Not Disclose Gender
Part I: Gender Identity
Directors
3
4
0
Part II: Demographic Background
African American or Black
0
1
0
Alaskan Native or Native American
0
0
0
Asian
0
0
0
Hispanic or Latinx
0
0
0
Native Hawaiian or Pacific Islander
0
0
0
White
3
3
0
Two or More Races or Ethnicities
0
0
0
LGBTQ+
0
Did Not Disclose Demographic Background
0
Overall, the Board believes that the current Board structure fosters critical oversight, good governance practices, and the
interests of the Company and its shareholders.
Among other things, the Guidelines currently set a 12-year Term Limit for each non-employee director, provided that,
notwithstanding that limitation, a director may be re-elected if: (1) such person is currently the Board Chair, and has not
served as Board Chair for five consecutive years, or (2) the Board in its discretion agrees to allow such person to be eligible
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14

for re-election for an additional year. The Board has not made any exceptions to the term limit for non-employee directors
during the last five years.
Board Role in Risk Oversight
The Board’s role in the Company’s risk oversight process includes receiving regular reports from management on areas of
material risk to the Company, including client investment results, and operational, financial, legal, regulatory information
security, technology, artificial intelligence, and strategic risks. Please refer to Item 1C. Cybersecurity in Part I of the Form
10-K for additional information regarding the Company’s cybersecurity risk oversight. The Audit Committee is responsible
for overseeing risks relating to the Company’s accounting matters, financial reporting, and related legal and regulatory
compliance matters. To satisfy these oversight responsibilities, the Audit Committee meets regularly with management and
the Company’s independent registered public accounting firm. The Compensation Committee is responsible for overseeing
risks related to employment policies and the Company’s compensation and benefits programs. To satisfy these oversight
responsibilities, the Compensation Committee meets regularly with management to understand the implications of
compensation decisions, particularly the risks that the Company’s compensation policies pose to its finances and its
relationship with employees. The Nominating and Governance Committee is responsible for overseeing risks relating to
corporate governance, director succession planning, board and committee composition, and director conflicts of interest. To
satisfy these oversight responsibilities, the Nominating and Governance Committee meets regularly with management and,
when necessary, consults outside legal counsel.
The Board believes that its current leadership structure supports the risk oversight function of the Board. In addition to
providing a strong governance structure, having the roles of Board Chair and CEO filled by separate individuals allows the
CEO to lead senior management in its supervision of the Company’s day-to-day business operations, including the
identification, assessment, and mitigation of material risks, and allows the Board Chair to lead the Board in its oversight of
the Company’s risk assessment and risk management activities.
Director Orientation and Continuing Education and Development
When a new non-employee director joins the Board, the Company provides a formal orientation program to provide the new
director with an understanding of the Company’s operations and financial condition. In addition, each director is expected to
maintain the necessary level of expertise to perform their responsibilities as a director. To assist the directors in maintaining
such level of expertise, the Company may, from time to time, offer continuing education programs in addition to briefings
during Board meetings relating to the competitive and industry environment in which the Company operates and the
Company’s goals and strategies. Additionally, each director is encouraged to participate, at the Company’s cost, in at least
one continuing education program annually.

Director Qualifications and the Nominations Process
The Nominating and Governance Committee believes that the director nominees presented in this Proxy Statement currently,
and will continue to, constitute a Board with an appropriate level and diversity of experience, education, skills, and
independence. The Nominating and Governance Committee routinely considers the composition of the Board and whether
changes should be made or additional directors should be added.
The Nominating and Governance Committee supervises the nomination process for directors. In selecting nominees, the
Nominating and Governance Committee considers, as applicable, independence, judgment, skills, diversity, character,
community involvement, financial expertise, business experience, experience with similarly-sized companies and with
publicly-traded companies, experience and skills relative to other Board members, ability to meet long-term interests of the
Company and its shareholders, and any additional criteria deemed appropriate by the Nominating and Governance
Committee. In the event of a vacancy, including upon an increase in the number of directors, the Nominating and
Governance Committee will identify, interview, examine, and make recommendations to the Board regarding appropriate
candidates to fill such vacancy. When identifying potential director nominees, the Nominating and Governance Committee
considers diversity among the various factors relevant to any particular nominee and the overall needs of the Board.
The Nominating and Governance Committee identifies potential candidates for the Board principally through suggestions
from directors and senior management and will also consider recommendations from shareholders. The Nominating and
Governance Committee may also seek candidates through informal discussions with other third parties.
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15

Pursuant to its charter, the Nominating and Governance Committee has the authority to retain consultants and search firms to
assist in the process of identifying and evaluating director candidates and to approve the fees and other retention terms for
any such consultant or search firm.
Generally, the Nominating and Governance Committee will identify potential candidates who at a minimum:
•
Demonstrate strong character and integrity;
•
Have sufficient time to carry out their duties;
•
Have relevant experience in areas of expertise helpful to the Company; and
•
Have the ability to meet the expectations of a director of the Company as set forth in the Guidelines.
In addition, candidates expected to serve on the various Board committees must meet applicable independence and financial
literacy qualifications required by Nasdaq, the SEC, and other applicable laws and regulations. The evaluation process of
potential candidates also includes personal interviews and discussions with appropriate references along with input from
management. Once the Nominating and Governance Committee has selected a candidate, it recommends the candidate to the
full Board for appointment if a vacancy occurs or is created by an increase in the size of the Board during the course of the
year, or for nomination if the director is to be first elected by the Company’s shareholders. All of the Company’s directors
serve for one-year terms and must stand for re-election annually.
All director candidates recommended by shareholders are evaluated using the same criteria as individuals nominated by the
Board, the Nominating and Governance Committee, management, and other sources. Shareholder recommendations for
Board candidates should be directed in writing to the Company at 325 John H. McConnell Boulevard, Suite 200, Columbus,
Ohio 43215, Attention: Secretary, and include the candidate’s name, home and business contact information, detailed
biographical data and qualifications, information regarding any relationships between the candidate and the Company within
the last three years, evidence of the recommending person’s ownership of the Company’s common shares, and any other
information that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of such
prospective nominee as a director.
Certain Relationships and Related Person Transactions
The Board recognizes that related person transactions present a heightened risk of conflicts of interest. There has been no
such transaction since the beginning of fiscal 2024, and there is no currently proposed transaction, in which the Company was
or is to be a participant that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company has
no formal, written policies or procedures for the review, approval, or ratification of any transaction required to be reported
under Item 404(a) of Regulation S-K, because, in the last 10 years, the Company has only been a party to one transaction that
was required to be considered under Item 404(a). The Audit Committee will review any potential related person transactions
as they arise and are reported to the Board or the Audit Committee, regardless of whether the transactions are reportable
pursuant to Item 404(a) of Regulation S-K. For any related person transaction to be consummated or to continue, the Audit
Committee must approve or ratify the transaction.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee during 2024 were Mr. Cooley, Mr. Fowler (from his appointment on July 29,
2024), Mr. Laird, Ms. Meyer, Ms. St. Pierre, and Mr. Thomas. No director who served on the Compensation Committee
during 2024 currently is, or during 2024 was, an officer or employee of the Company. Mr. Laird served as the Company’s
CFO until his retirement in 2014. No member of the Compensation Committee has, or during 2024 had, any relationship
requiring disclosure by the Company under Item 404(a) of Regulation S-K. During 2024, none of the Company’s executive
officers served as a member of the board of directors or compensation committee of any other company that has an executive
officer serving as a member of the Company’s Board or Compensation Committee.
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16

Executive Officers
Ms. Brilliant, Mr. Line, and Ms. Quinif are the Company’s executive officers. Ms. Brilliant’s business experience and
qualifications are described above under the heading “Proposal 1 - Election of Directors, The Nominees”, and Mr. Line’s and
Ms. Quinif’s business experience and qualifications are described below. Each executive officer devotes their full time and
effort to the affairs of the Company.
Thomas E. Line, age 57, has served as the CFO and Treasurer of the Company since 2015 and is currently the President of
the Diamond Hill Funds. Previously, Mr. Line served as an Independent Trustee and Chair for the Diamond Hill Funds from
2005 to 2014. From 2012 to 2014, Mr. Line was Chief Operating Officer for Lancaster Pollard & Company (a commercial
real estate mortgage and investment banking firm). Mr. Line was Managing Director and Chief Financial Officer for Red
Capital Group (a financial services company) from 2005 to 2012 and was Vice President and Treasurer from 2004 to 2005.
From 1989 to 2004, Mr. Line held various positions in the financial services industry, including seven years in various roles
at KPMG (an audit, tax, and advisory services provider). Mr. Line has over 30 years of experience in the investment
management industry.
Mr. Line has a Bachelor of Science in Accounting from Wake Forest University and is a Certified Public Accountant
(inactive).
Jo Ann Quinif, age 49, has served as President of DHCM since 2023 and as Chief Client Officer of DHCM since 2020.
Previously, Ms. Quinif served as a Managing Director at DHCM from 2017 to 2020. From 2008 to 2017, she was Vice
President, Director of Sales and Marketing with Weitz Investment Management, Inc. (an asset manager). Prior to that role,
Ms. Quinif was with Ariel Capital Management (an asset manager), where she served as Vice President – Strategic Account
Management from 2005 to 2008, and as Director of Advisory Services from 2003 to 2005. Earlier in her career, she served
as Director of Marketing at CinFin Capital Management, an asset management subsidiary of Cincinnati Financial Corporation
(an insurance company), from 2002 to 2003, as a financial analyst at Kendle International (a global clinical research
organization) from 2001 to 2002, and as a commercial insurance underwriter at Cincinnati Financial Corporation.
Ms. Quinif has a Bachelor of Science in Business Administration degree from The Ohio State University and an MBA from
Xavier University.
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17

EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee has reviewed and discussed the following “Compensation Discussion and Analysis” required
by Item 402(b) of Regulation S-K with management. Based on that review and discussion, the Compensation Committee
recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement and the
Form 10-K.
Submitted by the Compensation Committee of the Board of Directors:
Richard S. Cooley
Gordon B. Fowler
James F. Laird
Paula R. Meyer
Nicole R. St. Pierre, Chair
L’Quentus Thomas
Compensation Discussion and Analysis
In this Compensation Discussion and Analysis, the Company:
•
Describes its compensation program objectives and how compensation for its NEOs is determined; and
•
Explains the tables and disclosures that follow.
This Compensation Discussion and Analysis presents compensation information for the following individuals, each of whom
is an NEO:
•
Ms. Brilliant, the CEO and President of the Company and the CEO of DHCM;
•
Mr. Line, the CFO and Treasurer of the Company; and
•
Ms. Quinif, the President (“DHCM President”) and Chief Client Officer of DHCM.
Background
In the investment management industry, human capital is the most important resource. Attracting and retaining talent is a
sustainable competitive advantage that allows the Company to deliver on its purpose and vision. The Company has been able
to attract and retain high-quality employees due to:
•
Its client-centric culture, which is emphasized through its alignment of interests. This alignment ensures that the
Company only succeeds when its clients succeed, and is achieved through:
◦
Significant employee ownership in all of the Company’s investment strategies;
◦
Incentives that align with long-term investment results; and
◦
Capacity discipline that protects the Company’s ability to add value;
•
Its shared investment principles focused on long-term, fundamental investing;
•
Its shared values of curiosity, ownership, trust, and respect which guide employees’ behaviors and support an
inclusive workplace culture; and
•
The nationally competitive compensation and benefits that the Company offers to its employees.
Competitive compensation and benefits are fundamental to sustain a business dependent on talented employees. Achieving
profitability while retaining high-quality talent requires balancing the economics between the Company’s operating profit
margin and compensating employees for their contributions.
At the 2024 Annual Meeting of Shareholders, the Company’s shareholders voted upon, and by 96% of the votes cast on the
matter, approved an advisory resolution to approve the 2023 compensation of the NEOs. The Compensation Committee
believes that the results of the advisory vote on executive compensation support the Company’s compensation practices and
the Compensation Committee’s overall judgment related to those executive compensation practices.
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18

Compensation Program Objectives
Since the Company’s founding, aligning its interests directly with the clients it serves has been imperative. Inherent in this
alignment is a passion for excellence, and the Company is focused on exceeding client expectations. To achieve this vision,
it is important that the Company’s compensation philosophy attracts, retains, and motivates employees who embody its
values, act like owners, and advocate for client outcomes.
The Company maintains a long-term approach to managing its business and aims to invest in its employees throughout their
careers. It believes employees should be paid competitively and fairly for their contributions and have confidence that the
Company is investing in them for the long term.
The Company’s employees receive a base salary and benefits and participate in an annual performance incentive program.
The Company is committed to ensuring that its shareholders’ and employees’ interests align by giving each employee a new
hire, cliff vest equity grant to inspire an ownership mentality from their first day of employment. These new hire grants cliff
vest after five years to promote long-term employee ownership and employee retention. Employees have further
opportunities to grow their ownership stake through the Company’s Employee Stock Purchase Plan and, for certain roles,
they are eligible to receive additional shares of restricted stock through the Company’s long-term equity incentive (“LTI”)
program.
Performance-Focused Incentives
The Company’s primary business objective is to meet its fiduciary duty to clients. Specifically, its focus is on long-term,
five-year investment returns, with goals defined as rolling five-year periods in which client returns are sufficiently above
relevant passive benchmarks, rank above the peer group median for similar investment strategies, and exceed a sufficient
absolute return for the risk associated with the asset class. The Compensation Committee believes that if the Company meets
its primary business objective, it will ultimately drive long-term value for the Company’s shareholders.
To align NEO incentives with Company performance, the Compensation Committee desires to have the majority of total
compensation paid to the NEOs at risk and in the form of cash and/or equity incentive compensation. Incentive
compensation awarded to the NEOs is generally provided in the form of annual incentive awards (“Incentive Awards”) and
restricted stock awards under its LTI program (“LTI Awards”), each of which is described in the “Elements of
Compensation” section below.
Compensation Setting Process
Role of the Compensation Committee. Pursuant to its charter, the Compensation Committee is required to fulfill certain
duties and responsibilities including, but not limited to:
•
Conducting an annual performance review of the CEO, reviewing and approving corporate goals and objectives
relevant to the compensation of the CEO, evaluating the CEO’s performance in light thereof, and considering other
factors related to the performance of the Company in determining the CEO’s compensation;
•
Reviewing the CEO’s recommendations and approving the salary, bonus, ownership incentives, and other significant
benefits and arrangements provided for other NEOs;
•
Reviewing and recommending to the Board the compensation for directors, including committee and committee
chair fees and other compensation as appropriate;
•
Reviewing management’s recommendations and making recommendations to the Board with respect to the
competitiveness of incentive-based compensation and equity-based compensation plans and programs that are
subject to Board approval, and that may be applicable to all or any portion of the employees of the Company and/or
its subsidiaries;
•
Evaluating whether the Company’s compensation and benefits policies, plans, and practices are reasonably designed
in coordination with the Company’s risk oversight policies so as not to create incentives for unnecessary or
excessive risk taking; and
•
Overseeing management’s engagement and communications with shareholders and proxy advisory firms on
executive compensation matters, including with respect to shareholder votes on executive compensation.
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19

Role of Management. The CEO evaluates the other NEOs as part of the annual review process and makes recommendations
to the Compensation Committee regarding all elements of their respective compensation. The CEO may propose changes to
the compensation of other NEOs based on their performance, benchmarking data from McLagan Data & Analytics (an Aon
plc solution (“McLagan”)) or other sources to evaluate the compensation for similar roles with comparable responsibilities in
competing or similar organizations, and the Company’s business results. At the Compensation Committee’s request,
management attends Compensation Committee meetings to provide general employee compensation and other information to
the Compensation Committee, including information regarding the design, implementation, and administration of the
Company’s compensation plans. The Compensation Committee also meets in executive sessions without the presence of any
executive officer whose compensation the Compensation Committee is scheduled to discuss.
Use of Compensation Consultants and Surveys in Determining Executive Compensation. The Compensation Committee’s
charter gives it the authority to retain independent compensation consultants to assist in evaluating policies and practices
regarding executive compensation and provide objective advice regarding the competitive landscape. The Compensation
Committee periodically obtains asset management industry pay analysis prepared by McLagan and/or other compensation
specialists focusing on the asset management industry. This analysis provides the Compensation Committee with a general
overview of compensation trends in the asset management industry. The Compensation Committee does not define a specific
peer group, but instead takes a broad view of the analysis across the industry, including the types and amounts of
compensation paid generally by the companies surveyed. The Compensation Committee does not set any compensation
elements or levels based on targeting a certain percentile from the survey. The Compensation Committee sets compensation
that it believes to be both competitive and based on the executive’s value to the Company. This analysis is just one of many
factors that the Compensation Committee considers when determining executive compensation. Management and the
Compensation Committee believe this broad view of the analysis is appropriate because the Company competes for executive
talent with both public and private asset management firms, regardless of their size, location, or scope of operations.
Elements of Compensation
The following table sets forth the total compensation for the NEOs for each of the past three years (except that Ms. Quinif has
served as an NEO only since 2023), as determined by the Compensation Committee. The Compensation Committee believes
it is important to align the interests of the NEOs with those of shareholders, appropriately balance short and long-term
incentives, and appropriately balance the mix of cash and equity-based compensation.
Name
and Principal
Position
Year
Compensation
Committee
Action Date (1)
Base
Salary
Incentive
Award
LTI Award
Total
Incentive
Compensation
Total Base
Salary and
Incentive
Compensation
Heather E. Brilliant
2024
January 2025
$ 400,000 $ 1,550,000 $ 1,250,000 $
2,800,000 $
3,200,000
Chief Executive
ff
2023
January 2024
$ 400,000 $ 1,500,000 $ 1,000,000 $
2,500,000 $
2,900,000
and President
2022
January 2023
$ 400,000 $ 1,900,000 $
750,000 $
2,650,000 $
3,050,000
Thomas E. Line
2024
January 2025
$ 300,000 $ 552,000
$
300,000 $
852,000 $
1,152,000
Chief Financial
ff
2023
January 2024
$ 250,000 $ 495,000
$
300,000 $
795,000 $
1,045,000
and Treasurer
2022
January 2023
$ 250,000 $ 625,000
$
250,000 $
875,000 $
1,125,000
Jo Ann Quinif(2)
2024
January 2025
$ 300,000 $ 1,250,000 $ 1,000,000 $
2,250,000 $
2,550,000
DHCM President and
2023
January 2024
$ 300,000 $ 1,000,000 $
900,000 $
1,900,000 $
2,200,000
Chief Client Officer
_______________
(1) The Compensation Committee Action Date references the date on which the Compensation Committee approved the
relevant cash bonus and stock award grants for each NEO. With respect to each NEO’s base salary, the Compensation
Committee approves such salary amount in January of the year to which the salary relates (e.g., the Compensation
Committee approved NEO salaries for 2024 in January 2024).
(2) Ms. Quinif did not serve as a NEO until 2023.
Base Salary. Base salaries for the NEOs are designed to compensate knowledge and experience and are intended to provide a
fixed level of cash compensation that is appropriate given the executive’s role in the organization. Generally, base salaries
are determined by the Compensation Committee based on: (i) the NEO’s scope of responsibility and complexity of position;
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(ii) the NEO’s performance history; (iii) the NEO’s tenure of service; (iv) internal equity within the Company’s salary
structure; and (v) relative salaries of persons holding similar positions at other companies within the investment management
industry. Based on these criteria, for 2024, the Compensation Committee set Ms. Brilliant’s base salary at $400,000, Mr.
Line’s base salary at $300,000, and Ms. Quinif’s base salary at $300,000.
Incentive Awards. Incentive Awards are awarded annually to NEOs based on individual and Company performance during
the prior year. Incentive Awards are generally paid in cash but may be awarded in the form of shares or a combination of
cash and shares. When determining Incentive Awards, the Compensation Committee evaluates NEO and Company
performance on many factors, including but not limited to the following:
•
Long-term investment performance delivered for the Company’s clients;
•
Company financial performance including adjusted net operating income, adjusted operating margin, and adjusted
diluted earnings per share; and
•
In the case of the CEO, the CEO’s performance including:
◦
Achievement of individual goals reviewed with the Compensation Committee at the beginning of each
year;
◦
Overall leadership and people management;
◦
Continued focus on Company culture; and
◦
Progress toward the long-term strategic goals of the Company.
The Compensation Committee believes that it is important to consider progress toward the achievement of long-term goals in
addition to short-term financial metrics that are subject to market conditions or other factors outside the Company’s control.
Under her employment agreement, Ms. Brilliant is entitled to receive an annual Incentive Award with a target fair market
value equal to $1,750,000, and subject to a minimum Incentive Award of at least $600,000. The Incentive Award may be
paid in cash, vested Company common shares, or a combination of cash and vested shares as determined at the discretion of
the Compensation Committee, in which case, at least 40% of the combined Incentive Award must be paid in cash.
As part of Ms. Brilliant’s 2024 compensation, the Compensation Committee awarded to her a discretionary cash Incentive
Award of $1,550,000, to compensate her for her performance and overall contributions to the Company during 2024. The
Compensation Committee believes that having discretion on the amount and composition of the Incentive Award (subject to
the minimum) provided the Compensation Committee with the flexibility to consider all aspects of Ms. Brilliant’s
performance and her contributions to the Company.
As part of Mr. Line’s 2024 compensation, the Compensation Committee awarded him a discretionary cash Incentive Award
of $552,000 to compensate him for his performance and overall contributions to the Company during 2024. In determining
the amount of Mr. Line’s 2024 Incentive Award, the Compensation Committee considered the Company’s overall operating
results for 2024, relevant compensation benchmarking data, contributions by Mr. Line that were not reflected in the
Company’s operating results, and the compensation structure for Company employees.
As part of Ms. Quinif’s 2024 compensation, the Compensation Committee awarded her a discretionary cash Incentive Award
of $1,250,000 to compensate her for her performance and overall contributions to the Company during 2024. In determining
the amount of Ms. Quinif’s 2024 Incentive Award, the Compensation Committee considered the Company’s overall
operating results for 2024, relevant compensation benchmarking data, contributions by Ms. Quinif that were not reflected in
the Company’s operating results, and the compensation structure for Company employees.
LTI Awards. LTI Awards are comprised of restricted stock. Each LTI Award is made in the calendar year following the
calendar year to which it relates and is subject to a three-year vesting schedule with one-third of the award vesting each year.
This program makes up part of the total compensation for certain roles, including the NEOs.
The Compensation Committee believes that granting LTI Awards of restricted stock under the Company’s LTI program
strongly aligns the NEOs’ long-term interests with the interests of the Company and its shareholders, as this program is
designed to encourage long-term thinking for the NEOs and other employees who have a significant impact on client
outcomes and future Company business results. In determining the amount and composition of each NEO’s LTI Award, the
Compensation Committee considers the NEO’s contributions to and anticipated future impact on the Company, the total
compensation of the NEO, relevant compensation benchmarking data related to the mix of cash and stock compensation, and
the compensation structure of the Company’s employees.
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Consistent with the past practice of the Compensation Committee, in February 2025, the Compensation Committee evaluated
the 2024 performance of the Company and each NEO and granted LTI Awards to each NEO that vest one-third per year on
each April 1 from 2026 through 2028. The grant date fair value of the LTI Awards was $1,250,000 for Ms. Brilliant,
$300,000 for Mr. Line, and $1,000,000 for Ms. Quinif. Ms. Brilliant’s employment contract stipulates that she is eligible for
an annual LTI Award with a target fair market value equal to $1,200,000 subject to the sole discretion of the Board. The LTI
Awards granted in 2025 (for performance in 2024) were not based on any pre-established performance goals.
Pursuant to the SEC’s rules for disclosing the LTI Awards in the Summary Compensation Table (“SCT”) that follows this
Compensation Discussion and Analysis, the Company is required to report the LTI Awards in the year in which they are
granted. Accordingly, the LTI Awards for 2024 NEO performance (granted in February 2025) are not included in the SCT.
In addition, the LTI Awards for 2023 NEO performance (granted in February 2024) and for 2022 NEO performance (granted
in February 2023) are included in the SCT in the “Stock Awards” column with respect to each of Ms. Brilliant’s, Mr. Line’s,
and Ms. Quinif’s respective 2024 and 2023 compensation.
Retirement Plan Benefits. The Company provides retirement benefits to its NEOs through the 401(k) Plan. Each NEO is
entitled to participate in the 401(k) Plan on the same terms and conditions as all other employees. The 401(k) Plan does not
involve any guaranteed minimum or above-market returns, as plan returns depend on actual investment results.
Deferred Compensation Plan. Each NEO is eligible to participate in the Diamond Hill Variable Term Deferred
Compensation Plan (“Variable Term Plan”). The terms and conditions of the Variable Term Plan are described in more detail
under the heading “Pension Plans and Non-Qualified Deferred Compensation” below.
Other Benefits and Perquisites. The Company does not provide supplemental retirement plan benefits to its NEOs. As a
general rule, it does not provide any perquisites or other personal benefits to its NEOs that are not offered on an equal basis to
all other employees. The Company’s NEOs are entitled to participate in benefit programs that provide them with the same
medical, dental, and short-term and long-term disability insurance coverage that are available to all employees.
Post-Employment Payments. Ms. Brilliant has an employment agreement, which provides for payments upon termination of
employment. More information on Ms. Brilliant’s employment agreement and termination payments thereunder is set forth
under the heading “Employment Agreements and Change in Control Benefits”.
Risks Related to Compensation Policies and Practices
As part of its oversight of the Company’s compensation programs, the Compensation Committee considers how the
Company’s current compensation programs, including the incentives created by compensation awards, affect the Company’s
risk profile. In addition, the Compensation Committee reviews the Company’s compensation policies, and particularly the
incentives that they create, to determine whether they encourage an appropriate level of risk-taking and do not present a
significant risk to the Company. The Compensation Committee also considers risk mitigating factors, including but not
limited to, the following:
•
The Company’s current compensation programs consider an appropriate ratio of base salary (fixed) to incentive
compensation (variable);
•
The portfolio managers have meaningful ownership in the strategies they manage;
•
The Company pays a portion of incentive compensation in the form of long-term equity-based awards;
•
The Compensation Committee has discretionary authority to adjust annual Incentive Awards for NEOs, subject to
stated terms and conditions;
•
The Company has internal controls over financial reporting and other financial, operational and compliance policies
and practices; and
•
The Company ensures that base salaries are consistent with executives’ responsibilities so that they are not
motivated to take excessive risks to achieve a reasonable level of financial security.
Based on this review, the Compensation Committee has concluded that the Company’s compensation policies and practices
for its employees are reasonably designed to not have a material adverse effect on the Company.
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Compensation Recoupment and Restitution Policies
Upon the recommendation of the Compensation Committee, the Board maintains a Compensation Recoupment and
Restitution Policy that applies to all incentive compensation received by all employees, including the NEOs. Under this
policy, the Company may recover all or a portion of incentive compensation previously paid or granted (or pay out additional
incentive compensation) related to awards made after the adoption of the policy, in three general situations:
•
If there was an erroneous miscalculation of the previously determined incentive pool such that one or more
employee’s incentive compensation awards is too large (or too small), then any overpayment made (or
underpayment resulting, as applicable) to any employee may, in the sole discretion of the Compensation Committee
and the Board, be required to be returned to the Company, or, in the case of any underpayment, an additional
payment may be made to any affected employee;
•
If an employee engages in fraud or misconduct that contributes to the need for a financial restatement, or violates
any law or regulation or any policy or procedure of the Company, then in the Board’s sole discretion, the Company
may recover, and the employee will forfeit and/or repay, all or a portion of the employee’s incentive compensation
awards for the relevant period; and
•
If the Company’s previously issued financial statements are restated as a result of error, omission, fraud or non-
compliance with financial reporting requirements, then the Compensation Committee and the Board may, in their
sole discretion, determine whether to recover all or a portion of an employee’s (or former employee’s) incentive
award, or otherwise adjust an incentive award made to, one or more employees (or former employees).
In addition, as required by Nasdaq Listing Rule 5608, the Board maintains an Executive Officer Compensation Recoupment
and Restitution Policy that applies to all incentive-based compensation granted to or received by the Company’s current and
former executive officers, including the NEOs. This policy is administered by the Compensation Committee. Pursuant to
this policy, “incentive-based compensation” is any compensation granted, earned, or vested based wholly or in part upon the
attainment of any measure that is determined and presented in accordance with the accounting principles used in preparing
the Company’s financial statements, and any measure that is derived wholly or in part from such measure. Under this policy,
if there is an accounting restatement of the Company’s financial statements due to the material noncompliance of the
Company with any financial reporting requirement under the securities laws such that the incentive-based compensation
granted to or received by current or former executive officers for the previously completed three fiscal years was too large,
then the Compensation Committee will promptly determine the amount of any excess compensation paid and recover such
excess amount. Consistent with Nasdaq Listing Rule 5608, this policy provides that this recovery obligation will not apply
under certain limited circumstances, including if the direct expense that would be paid to a third party to assist in the recovery
would exceed the amount to be recovered.
These two policies are intended to provide enhanced safeguards against certain types of employee misconduct and provide
enhanced protection to, and alignment with, shareholders. These policies are in addition to any policies or recovery rights
that are provided under applicable laws, including the Sarbanes-Oxley Act of 2002, as amended, and the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”).
Stock Option Grant Timing Policy
The Company has not granted stock options in more than 10 years. Accordingly, the Company has not adopted policies and
practices on the timing of awards of stock options in relation to the disclosure of material nonpublic information of the
Company, as contemplated by Item 402(x) of Regulation S-K.
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23

Executive Officer Stock Ownership and Retention Guidelines
Through the Guidelines, the Board has adopted stock ownership and retention guidelines for the Company’s NEOs to further
align their interests with those of shareholders. Under the Guidelines, each NEO is expected to reach a specified target
ownership level within three years after assuming their position. For purposes of calculating the value of Company shares
held, vested and unvested restricted stock and restricted stock units are counted, but unexercised stock options do not count.
Shares held are measured at the greater of cost or market value.
The below table provides the target ownership level reflected in the Guidelines and actual shares owned by each NEO as of
December 31, 2024. Each NEO currently holds shares well in excess of the amounts required under the Guidelines.
Name
Title
Target
Ownership
Level
Target
Number of
Shares (1)
Number of
Shares
Owned (2)
Ownership
Guideline Met
Heather E. Brilliant
CEO and President
5x Salary

12,895
35,945
Yes
Thomas E. Line
Chief Financial Officer
3x Salary

5,803
14,145
Yes
Jo Ann Quinif
DHCM President and
Chief Client Officer
5x Salary

9,671
21,708
Yes
_______________
(1) This target is based on a per share price of $155.10, which was the closing price of the Company’s common shares on
December 31, 2024, and the respective base salaries of the NEOs as of that date.
(2) This number includes any unvested restricted stock and any shares held in the 401(k) Plan.
Summary Compensation Table
The following table sets forth the total compensation paid to, or earned by, the Company’s NEOs for services rendered in the
years indicated. Additional information on the elements of compensation included in the table below is available under the
heading “Compensation Discussion and Analysis” in this Proxy Statement.
Name and Principal Position
Year
Salary
Bonus(1)
Stock Awards(2)
All Other
Compensation(11)
Total
Heather E. Brilliant
2024
$ 400,000
$ 1,550,000
$
1,000,000 (3)
$
54,885
$ 3,004,885
Chief Executive Officer
2023
$ 400,000
$ 1,500,000
$
750,000 (4)
$
52,743
$ 2,702,743
and President
2022
$ 400,000
$ 1,900,000
$
1,650,000 (5)
$
49,171
$ 3,999,171
Thomas E. Line
2024
$ 300,000
$ 552,000
$
300,000 (6)
$
50,600
$ 1,202,600
Chief Financial Officer
2023
$ 250,000
$ 495,000
$
250,000 (7)
$
43,100
$ 1,038,100
and Treasurer
2022
$ 250,000
$ 625,000
$
350,000 (8)
$
43,100
$ 1,268,100
Jo Ann Quinif(12)
2024
$ 300,000
$ 1,250,000
$
900,000 (9)
$
50,600
$ 2,500,600
DHCM President and
2023
$ 300,000
$ 1,000,000
$
600,000 (10)
$
51,300
$ 1,951,300
Chief Client Officer
___________________________________
(1) The amounts reported represent discretionary cash Incentive Awards for the year in which each amount is reported.
These discretionary cash Incentive Awards were paid in the first quarter of the year following the year for which they
were awarded and were not based upon any pre-established performance goals.
(2) The amounts reported represent discretionary restricted stock LTI Awards and, for Ms. Brilliant in 2022, a discretionary
stock bonus award discussed in footnote 5 below. The LTI Awards granted to NEOs are not based on any pre-
established performance goals. The restricted stock is calculated in accordance with ASC 718. With respect to LTI
Awards, these amounts do not represent the actual amounts that will be realized by the NEOs with respect to such awards
upon vesting, if at all. The grant date fair value of the restricted stock was determined by multiplying the closing price of
the Company’s common shares on the date of grant by the number of shares granted. Assumptions used in the
calculation of these amounts are included in Note 7 to the Company’s audited consolidated financial statements in the
Form 10-K.
(3) The amount reported includes an LTI Award granted to Ms. Brilliant in February 2024, as part of her long-term incentive
compensation for 2023, with a grant date fair value of $1,000,000 (6,516 shares). As long as Ms. Brilliant remains
employed by the Company, the LTI Award will vest ratably on an annual basis over a three-year period beginning April
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24

1, 2025. The compensation awarded to Ms. Brilliant for 2024 includes an LTI Award granted in February 2025, with a
grant date fair value of $1,250,000, which comprises the entirety of her equity awards for 2024 and, pursuant to SEC
disclosure rules, will be reported as a stock award in 2025 in the Company’s next annual proxy statement.
(4) The amount reported includes an LTI Award granted to Ms. Brilliant in February 2023, as part of her long-term incentive
compensation for 2022, with a grant date fair value of $750,000 (3,918 shares). As long as Ms. Brilliant remains
employed by the Company, the LTI Award will vest ratably on an annual basis over a three-year period beginning April
1, 2024.
(5) The amount reported includes a discretionary stock bonus award granted to Ms. Brilliant in February 2022, as part of her
Incentive Award for 2021, with a grant date fair value of $900,000 (2,743 shares, net of tax withholding), which
immediately vested upon grant. The amount reported also includes an LTI Award granted to Ms. Brilliant in February
2022, as part of her long-term incentive compensation for 2021, with a grant date fair value of $750,000 (4,244 shares).
As long as Ms. Brilliant remains employed by the Company, the LTI Award will vest ratably on an annual basis over a
three-year period beginning April 1, 2023.
(6) The amount reported represents an LTI Award granted to Mr. Line in February 2024 as part of his long-term incentive
compensation for 2023, with a grant date fair value of $300,000 (1,955 shares). As long as Mr. Line remains employed
by the Company, the LTI Award will vest ratably on an annual basis over a three-year period beginning April 1, 2025.
The compensation awarded to Mr. Line for 2024 includes an LTI Award granted in February 2025, with a grant date fair
value of $300,000, which comprises the entirety of his equity awards for 2024, and, pursuant to SEC disclosure rules,
will be reported as a stock award in 2025 in the Company’s next annual proxy statement.
(7) The amount reported represents an LTI Award granted to Mr. Line in February 2023 as part of his long-term incentive
compensation for 2022, with a grant date fair value of $250,000 (1,306 shares). As long as Mr. Line remains employed
by the Company, the LTI Award will vest ratably on an annual basis over a three-year period beginning April 1, 2024.
(8) The amount reported represents an LTI Award granted to Mr. Line in February 2022 as part of his long-term incentive
compensation for 2021, with a grant date fair value of $350,000 (1,981 shares). As long as Mr. Line remains employed
by the Company, the LTI Award will vest ratably on an annual basis over a three-year period beginning April 1, 2023.
(9) The amount reported represents an LTI Award granted to Ms. Quinif in February 2024 as part of her long-term incentive
compensation for 2023, with a grant date fair value of $900,000 (5,864 shares). As long as Ms. Quinif remains
employed by the Company, the LTI Award stock will vest ratably on an annual basis over a three-year period beginning
April 1, 2025. The compensation awarded to Ms. Quinif for 2024 includes an LTI Award granted in February 2025,
with a grant date fair value of $1,000,000, which comprises the entirety of her equity awards for 2024 and, pursuant to
SEC disclosure rules, will be reported as a stock award in 2025 in the Company’s next annual proxy statement.
(10) The amount reported represents an LTI Award granted to Ms. Quinif in February 2023 as part of her long-term incentive
compensation for 2022, with a grant date fair value of $600,000 (3,134 shares). As long as Ms. Quinif remains
employed by the Company, the LTI Award stock will vest ratably on an annual basis over a three-year period beginning
April 1, 2024.
(11) The following items are included in the “All Other Compensation” column in 2024:
Name
Year
Contributions to
401(k) Plan(i)
Contributions to Health
Savings Account(i)
Total
Heather E. Brilliant
2024
$
49,285 $
5,600 $
54,885
Thomas E. Line
2024
$
45,000 $
5,600 $
50,600
Jo Ann Quinif
2024
$
45,000 $
5,600 $
50,600
(i)
Company contributions to the 401(k) Plan and employee health savings accounts are offered to all employees of the
Company.
(12) Ms. Quinif did not serve as a NEO until 2023.
Grants of Plan-Based Awards for 2024
The following table sets forth information regarding the awards granted to each NEO during 2024 under the Diamond Hill
Investment Group, Inc. 2022 Equity and Cash Incentive Plan (the “2022 Plan”).
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25

Name
Grant Date
Compensation
Committee Action
Date(1)
All Other Stock
Awards: Number
of Shares of
Stock(2)
Grant Date Fair
Value of Stock
Award
Heather E. Brilliant
02/16/2024
01/31/2024

6,516 $
1,000,000
Thomas E. Line
02/16/2024
01/31/2024

1,955 $
300,000
Jo Ann Quinif
02/16/2024
01/31/2024

5,864 $
900,000
____________________
(1) The Compensation Committee Action Date represents the date on which the Compensation Committee authorized the
award.
(2) The Compensation Committee granted restricted stock LTI Awards to each of Ms. Brilliant, Mr. Line, and Ms. Quinif
pursuant to the 2022 Plan. These LTI Awards are intended to represent a portion of their total compensation. The shares
of restricted stock granted on February 16, 2024 were unvested and will vest over a three-year period beginning on April
1, 2025, provided that the applicable NEO remains employed by the Company through the applicable vesting dates.
Outstanding Equity Awards at December 31, 2024
The following table summarizes all outstanding equity awards held by the NEOs as of December 31, 2024.

Stock Awards
Name
Equity Incentive Plan
Awards:
Number of Unearned Shares
That have Not Vested (1)
Equity Incentive Plan Awards:
Market or Payout Value of
Unearned Shares That Have
Not Vested(2)
Heather E. Brilliant

10,503
$
1,629,015
Thomas E. Line

3,471
$
538,352
Jo Ann Quinif

9,612
$
1,490,821
_______________
(1)
These shares represent grants of restricted stock to each of Ms. Brilliant, Mr. Line, and Ms. Quinif pursuant to the 2022
Plan and the Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan (the “2014 Plan”). Subject to
their continued employment with the Company, for: (a) Ms. Brilliant’s restricted stock granted under the LTI program:
(i) in 2022, will vest on April 1, 2025 (1,401 shares); (ii) in 2023, will vest on April 1, 2025 (1,293 shares) and April 1,
2026 (1,293 shares); and (iii) in 2024, will vest on April 1, 2025 (2,215 shares), April 1, 2026 (2,151 shares), and April
1, 2027 (2,150 shares); (b) Mr. Line’s restricted stock granted under the LTI program: (i) in 2022, will vest on April 1,
2025 (654 shares); (ii) in 2023, will vest on April 1, 2025 (431 shares) and April 1, 2026 (431 shares); and (iii) in 2024,
will vest on April 1, 2025 (651 shares), April 1, 2026 (652 shares), and April 1, 2027 (652 shares); (c) Ms. Quinif’s
restricted stock granted under the LTI program: (i) in 2022, will vest on April 1, 2025 (1,680 shares); (ii) in 2023, will
vest on April 1, 2025 (1,034 shares) and April 1, 2026 (1,034 shares); and (iii) in 2024, will vest on April 1, 2025 (1,994
shares), April 1, 2026 (1,935 shares), and April 1, 2027 (1,935 shares).
(2) The amount in this column represents the value of the awards shown, calculated as the product of the number of shares
of restricted stock underlying the award multiplied by $155.10, the closing market price of the Company’s common
shares as of December 31, 2024.
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26

Option Exercises and Stock Vested in 2024
No options have been granted to any NEO. The following table sets forth information with respect to the stock awards held
by the NEOs that vested in 2024.

Stock Awards
Name
Number of Shares
Acquired on Vesting
Value Realized
on Vesting
Heather E. Brilliant

25,086
$ 4,029,098
Thomas E. Line

9,626
$ 1,575,400
Jo Ann Quinif

3,594
$
554,087
Pension Benefits and Non-Qualified Deferred Compensation
The Company does not maintain any pension plans for NEOs or other employees. In 2024, the Company offered to its NEOs
the opportunity to participate in the Variable Term Plan.
Deferrals of Incentive Compensation.
Pursuant to the Variable Term Plan, eligible participants may elect to defer up to 50% of the vested stock portion of their
annual incentive compensation and up to 100% of the cash portion of their annual incentive compensation for a plan year (the
calendar year). Generally, the participant must submit a deferral election by December 31 of the year before the services are
to be performed. After the applicable deadline, a deferral election is irrevocable for that plan year, except under
circumstances set forth in the Variable Term Plan.
Ms. Brilliant was the only NEO that contributed to the Variable Term Plan in 2024. The following table provides
information regarding Ms. Brilliant’s contributions to the Variable Term Plan during the fiscal year ending December 31,
2024.
Name
Executive
Contributions
in 2024
Company
Contributions
in 2024
Aggregate
Earnings in
2024(1)
Aggregate
Withdrawals /
Distributions
in 2024
Aggregate
Balance at
12/31/2024(2)
Heather E. Brilliant
$750,000
$—
$151,207
$—
$1,923,290
_______________
(1) The amounts in this column are not reported as compensation for the fiscal year ending December 31, 2024 in the SCT,
since they do not reflect above-market or preferential earnings.
(2) These amounts represent the aggregate balances in Ms. Brilliant’s account as of December 31, 2024.
Potential Payments upon Termination or Change-in-Control
Overview
The Company entered into: (i) an employment agreement with Ms. Brilliant on October 26, 2021 (the “2021 Agreement”),
(ii) an amendment to the employment agreement on March 31, 2023, and (iii) an amendment to the employment agreement
on November 14, 2023 (as amended, collectively, the “Agreement”). A description of the Agreement is set forth below. The
Company is not a party to an employment agreement with any other employee, including Mr. Line or Ms. Quinif, and is not
obligated to provide severance benefits or change in control benefits (aside from accelerated vesting of restricted stock upon a
change in control) to any employee other than Ms. Brilliant. In the sections below, the Company describes the material terms
of the Agreement with Ms. Brilliant, and sets forth the payments that would have been received by Ms. Brilliant (or her
beneficiaries, as applicable) upon a change in control of the Company on December 31, 2024 or in the event her employment
with the Company terminated on December 31, 2024 under various hypothetical scenarios.
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Employment Agreement with CEO
The Company entered into the 2021 Agreement to align Ms. Brilliant’s compensation more closely with the Company’s
employee compensation program changes that were approved in 2020. The Company amended the 2021 Agreement with
Ms. Brilliant on March 31, 2023 to reflect that Ms. Brilliant would no longer serve as President of DHCM, and amended it on
November 14, 2023 to comply with the requirements of Nasdaq Listing Rule 5608 and to reflect the Company’s Executive
Officer Compensation Recoupment and Restitution Policy. The Agreement will expire on December 31, 2026, but will
automatically renew for one-year periods unless the Company or Ms. Brilliant provides not less than 120 days advance notice
that it will not be renewed. The Agreement superseded and replaced the employment agreement entered into between the
Company and Ms. Brilliant dated July 5, 2019 (the “Initial Agreement”).
The Agreement provides for an annual base salary of $400,000, which may be increased (but not reduced) by the Board
annually. Ms. Brilliant also receives reimbursement for certain travel and other expenses, insurance, and fringe benefits at
the levels available to all of the Company’s employees. As long as she remains employed with the Company, Ms. Brilliant
will be eligible to receive: (i) an annual Incentive Award, with a target fair market value equal to $1,750,000, and a minimum
of at least $600,000; and (ii) an annual LTI Award with a target fair market value equal to $600,000 for each calendar year
prior to the full vesting of the initial five-year cliff-vested award of restricted stock on October 1, 2024 that was granted to
Ms. Brilliant under the Initial Agreement (“Initial Equity Award”) and a target annual LTI Award of $1,200,000 thereafter.
The Board retains flexibility to pay meaningfully more or less than these target amounts.
The Incentive Awards and LTI Awards will be determined based upon Ms. Brilliant’s satisfaction of certain performance
criteria established by the Board and eligibility requirements under the Company’s equity and cash incentive plan in effect at
that time. The Incentive Awards will also be subject to the Company’s performance during the relevant calendar year. Any
such Incentive Award may be paid in cash, Company shares, or a combination thereof, except that at least 40% of any
Incentive Award must be paid in cash. The Agreement also contains customary non-competition, non-solicitation,
confidentiality, and non-disparagement covenants that apply during the term of the Agreement and for one year following
termination of Ms. Brilliant’s employment with the Company.
Termination without Cause
If the Company terminates Ms. Brilliant’s employment without “Cause” (as defined in the Agreement), she would be entitled
to the following payments, which are quantified to reflect the amounts she would have received had her employment been
terminated on December 31, 2024:
1.
Her accrued but unpaid base salary and vacation and unreimbursed business expenses as of the date of termination
($0 at December 31, 2024);
2.
Payments, if any, under other benefit plans and programs in effect at the time ($0 at December 31, 2024; the
Company has no benefit plans that would result in payments upon termination);
3.
Any Incentive Award for a completed year that has not yet been paid as of the date of termination ($1,550,000 at
December 31, 2024);
4.
Any LTI Award and/or Initial Equity Award for a completed year that has been granted but not yet vested
($1,629,015 at December 31, 2024);
5.
A lump sum payment equal to her base salary in effect at the date of termination ($400,000 at December 31, 2024);
6.
A lump sum payment equal to the amount of the Incentive Award made to Ms. Brilliant for the calendar year
preceding termination of employment, prorated for the number of days during the calendar year in which the
termination of employment occurs ($1,500,000 at December 31, 2024); and
7.
A single lump sum payment equal to the fair market value of the portion of any LTI Award that would have vested
for the calendar year in which termination of employment occurs ($522,222 at December 31, 2024).
Under the Agreement, “Cause” generally includes material violations of the Company’s employment policies, conviction of
crime involving moral turpitude, violations of securities or investment adviser laws, causing the Company to violate a law
which may result in penalties exceeding $250,000, materially breaching the Agreement, or fraud, willful misconduct, or gross
negligence in carrying out her duties.
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Termination for Good Reason
Ms. Brilliant may terminate her employment for “Good Reason” (as defined in the Agreement), which generally includes
reduction of her annual base salary, requiring her to relocate her principal place of business to a location more than 50 miles
from its current location, assignment to her of duties inconsistent with her position and authority, a requirement that she no
longer report directly to the Board, or a breach by the Company of the Agreement. If she had terminated her employment for
Good Reason as of December 31, 2024, Ms. Brilliant would have been entitled to all of the payments described in numbers 1
through 6 in the “Termination without Cause” section above.
Voluntary Termination, Termination for Cause, or Expiration of Agreement
If Ms. Brilliant had terminated the Agreement voluntarily other than for “Good Reason” or if the Company had terminated
Ms. Brilliant for “Cause” as of December 31, 2024, the Company would have had no obligation to pay any unearned
compensation or continue any benefits. In such instances, Ms. Brilliant would have been entitled to receive only the
payments set forth in numbers 1 and 2 in the “Termination without Cause” section above. If the Agreement had expired in
accordance with its terms as of December 31, 2024, Ms. Brilliant would have been entitled to receive the payments set forth
in numbers 1 through 3 in the “Termination without Cause” section above.
Termination Due to Death or Disability
If Ms. Brilliant’s employment terminated due to her death at December 31, 2024, her estate would have been entitled to
receive: (i) the payments set forth in numbers 1 through 3 in the “Termination without Cause” section above; and (ii) any LTI
Award for a completed year that had been granted but not yet vested ($1,629,015 at December 31, 2024), which grant would
then vest in accordance with the terms of the relevant compensation plan or award agreement, as applicable.
In the event of Ms. Brilliant’s “Permanent Disability” (as defined in the Agreement) at December 31, 2024, she would have
been entitled to receive the payments set forth in numbers 1 through 3 in the “Termination without Cause” section above.
Change in Control
Upon the occurrence of a “Change in Control” (as defined under the 2014 Plan or the 2022 Plan, as applicable), all unvested
restricted stock awards of any employee will immediately vest and become exercisable. In addition, the Compensation
Committee, in its sole discretion, may determine to make a cash payment to any employee in exchange for the cancellation of
their restricted stock awards or issue substitute awards that substantially preserve the value, rights, and benefits of any
affected restricted stock awards.
In the case of each of Ms. Brilliant, Mr. Line, and Ms. Quinif, such a Change in Control at December 31, 2024 would have
resulted in the immediate vesting of all outstanding unearned shares that had not vested, which for Ms. Brilliant would be
$1,629,015, for Mr. Line would be $538,352, and for Ms. Quinif would be $1,490,821.
In the event that a “Change in Control” (as defined in the Agreement) of the Company occurs and, within six months prior or
24 months following such Change in Control, Ms. Brilliant’s employment is terminated by the Company or its successor
without Cause, or Ms. Brilliant terminates her employment for Good Reason during such period, she will be entitled to the
following payments from the Company or its successor, in addition to the applicable payments set forth in numbers 1 through
3 in the “Termination without Cause” section above (assuming the Change in Control and termination occurred on
December 31, 2024):
•
A lump sum payment equal to the greater of: (1) her base salary in effect at termination of employment; or (2) the
base salary paid to her for the most recently completed calendar year ($400,000 at December 31, 2024);
•
A lump sum payment equal to her Incentive Award for the calendar year preceding termination of employment
($1,500,000 at December 31, 2024);
•
A pro-rated lump-sum payment equal to the target annual Incentive Award for the calendar year in which the
termination of employment occurs ($1,750,000 at December 31, 2024);
•
Full vesting of her previously granted LTI Awards, to the extent not previously vested in a Change in Control
transaction (10,503 shares valued at $1,629,015 at December 31, 2024); and
•
Full vesting of her Initial Equity Award of 0 shares, to the extent not previously vested in a Change in Control
transaction ($0 at December 31, 2024).
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29

Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, the table below shows the ratio of
the median annual total compensation of all Company employees (excluding the CEO) to the annual total compensation of
the CEO as presented in the SCT. In determining the median employee, a listing was prepared of all current employees as of
December 31, 2024. To determine the median employee, the Company included 2024 base salary and incentive
compensation (annualized for those employees that were not employed for the full year of 2024). Once the median employee
was identified, for purposes of comparison to the CEO, the Company then calculated the compensation for that employee in
the same manner as the total compensation shown for the CEO in the SCT. The following types of compensation are
included in the “Median Employee total annual compensation” below: base salary, discretionary cash bonus, stock awards for
2023 granted in 2024, contributions to the 401(k) plan, and contributions to an employee’s Health Savings Account.
Median Employee total annual compensation
$
307,350
Heather E. Brilliant, CEO, total annual compensation
$
3,004,885
Ratio of CEO to median employee compensation
9.8 : 1
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30

Pay Versus Performance Table
As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship
between the “compensation actually paid” (“CAP”) for its NEOs and certain financial performance measures. The CAP to the NEOs
as reported in this section of the Proxy Statement does not reflect the actual amount of compensation earned by or paid to the NEOs,
but is a calculation derived from the total compensation reported for each NEO in the SCT, as adjusted pursuant to the requirements of
Item 402(v) of Regulation S-K. Additional discussion of the Company’s philosophy on pay for performance is available above under
the heading “Compensation Discussion and Analysis”.
Value of initial fixed $100
investment based on:
Year
Summary
compensation
table total for
PEO(1)
Compensation
actually paid
to PEO(2)
Average
summary
compensation
table total for
non-PEO
NEOs(3)
Average
compensation
actually paid
to non-PEO
NEOs (4)
Total
shareholder
return(5)
Peer group
total
shareholder
return(6)
Net income
Adjusted net
operating
income(7)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2024
$
3,004,885 $
3,045,084 $
1,851,600 $
1,842,681 $
151 $
239 $ 43,177,918 $ 48,696,000
2023
$
2,702,743 $
2,247,845 $
1,494,700 $
1,320,528 $
156 $
182 $ 43,085,548 $ 41,434,000
2022
$
3,999,171 $
4,091,451 $
1,268,100 $
1,308,631 $
168 $
132 $ 36,870,762 $ 60,352,296
2021
$
3,147,029 $
4,738,862 $
1,293,100 $
1,933,397 $
167 $
170 $ 75,589,539 $ 83,680,496
2020
$
1,425,774 $
1,877,746 $
1,043,100 $
1,209,580 $
115 $
134 $ 38,165,138 $ 47,974,867
_______________
(1) The dollar amounts in column (b) are the amounts reported in the “Total” column of the SCT for the Company’s principal
executive officer (“PEO”), Ms. Brilliant, for each applicable year. Ms. Brilliant was the only PEO for each year reported in this
table.
(2) The dollar amounts in column (c) represent the CAP to the PEO. The determination of CAP in accordance with Item 402(v) of
Regulation S-K requires the following adjustments to the amounts reported in the “Total” column of the SCT:
2024
2023
2022
2021
2020
SCT total
$ 3,004,885 $ 2,702,743 $ 3,999,171 $ 3,147,029 $ 1,425,774
Less stock awards per SCT(i)
(1,000,000)
(750,000) (1,650,000) (1,300,000)
(380,000)
Equity award adjustments(ii):
Year-end fair value of equity awards granted in the year
and unvested at year end(iii)

1,010,632
648,782
785,225
373,504
—
Year over year change in fair value of outstanding and
unvested equity awards(iv)

(41,823)
(488,761)
(211,729)
976,486
191,344
Fair value as of vesting date of equity awards granted and
vested in the year(v)

—
—
900,000 1,000,000
380,000
Year over year change in fair value of equity awards
granted in prior years that vested in the year(vi)

(124,893)
(42,474)
(4,525)
—
—
Value of dividends or other earnings paid on stock or
option awards not otherwise reflected in fair value or
total compensation(vii)

196,283
177,555
273,309
541,843
260,628
CAP to the PEO
$ 3,045,084 $ 2,247,845 $ 4,091,451 $ 4,738,862 $ 1,877,746
(i) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column of the
SCT.
(ii) The relevant required equity award adjustments for each year presented include the addition or subtraction, as applicable, of
the following:
(iii) The year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the
end of that year;
(iv) The amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any equity
awards granted in prior years that are outstanding and unvested as of the end of the applicable year;
(v) For equity awards that are granted and vest in same applicable year, the fair value as of the vesting date;
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31

(vi) For equity awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting
date (from the end of the prior year) in fair value; and
(vii) The dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the
vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total
compensation for the applicable year.
(3) The dollar amounts in column (d) represent the average of the amounts reported in the “Total” column of the SCT for the NEOs as
a group (excluding the PEO) for each applicable year. Mr. Line, the Company’s principal financial officer, was its only non-PEO
NEO for 2020, 2021, and 2022. Mr. Line and Ms. Quinif were the Company’s non-PEO NEOs for 2023 and 2024.
(4) The dollar amounts in column (e) represent the CAP to the non-PEO NEOs. The determination of CAP in accordance with Item
402(v) of Regulation S-K requires the following adjustments to the amounts reported in the “Total” column of the SCT. The
adjustments made to determine the CAP to the non-PEO NEOs are of the same nature as described in footnotes (2)(i)-(vii) above
for the PEO and are as follows:
2024
2023
2022
2021
2020
Average SCT total
$ 1,851,600 $ 1,494,700 $ 1,268,100 $ 1,293,100 $ 1,043,100
Less stock awards per SCT(i)

(600,000)
(425,000)
(350,000)
(250,000)
(300,000)
Equity award adjustments(ii):
Year-end fair value of equity awards granted in the year
and unvested at year end(iii)

606,364
367,610
366,525 $
311,351 $
—
Year over year change in fair value of outstanding and
unvested equity awards(iv)

(27,609)
(136,437)
(83,424)
359,680
70,480
Fair value as of vesting date of equity awards granted and
vested in the year(v)

—
—
—
—
300,000
Year over year change in fair value of equity awards
granted in prior years that vested in the year(vi)

(29,806)
(38,632)
(3,777)
—
—
Value of dividends or other earnings paid on stock or
option awards not otherwise reflected in fair value or
total compensation(vii)

42,132
58,287
111,207
219,266
96,000
Average CAP to the non-PEO NEOs
$ 1,842,681 $ 1,320,528 $ 1,308,631 $ 1,933,397 $ 1,209,580
_______________
(5) Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the
measurement period, assuming an initial investment of $100 and dividend reinvestment, and the difference between the
Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of
the measurement period.
(6) The dollar amounts in column (g) represent the weighted peer group TSR, weighted according to the respective company’s stock
market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the
Russell 2000 Asset Managers & Custodians (“R2000 A&C Index”), which is comprised of the Asset Managers & Custodians
subsector of the Russell 2000 Index. The R2000 A&C Index used to calculate the returns includes the following companies by
year:
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32

2020
2021
2022
2023
2024
Arlington Asset Investment
Corp.
Arlington Asset Investment
Corp.
Associated Capital Group,
Inc.
Associated Capital Group,
Inc.
AlTi Global, Inc.
Associated Capital Group,
Inc.
Associated Capital Group,
Inc.
AssetMark Financial
Holdings, Inc.
AlTi Global, Inc.
AssetMark Financial
Holdings, Inc.
AssetMark Financial
Holdings, Inc.
AssetMark Financial
Holdings, Inc.
Artisan Partners Asset
Management, Inc.
AssetMark Financial
Holdings, Inc.
Artisan Partners Asset
Management, Inc.
Artisan Partners Asset
Management, Inc.
Artisan Partners Asset
Management, Inc.
Blucora, Inc.
Artisan Partners Asset
Management, Inc.
BrightSphere Investment
Group Inc
Ares Management
Corporation
Blucora, Inc.
Brookfield Business Corp.
Avantax, Inc.
Brookfield Business Corp.
BrightSphere Investment
Group, Inc.
BrightSphere Investment
Group, Inc.
BrightSphere Investment
Group, Inc.
Brookfield Business Corp.
Burford Capital Limited
Cohen & Steers, Inc.
Cohen & Steers, Inc.
Cohen & Steers, Inc.
BrightSphere Investment
Group, Inc.
Cohen & Steers, Inc.
Cowen Inc
Cowen Inc
Diamond Hill Investment
Group, Inc.
Cohen & Steers, Inc.
Diamond Hill Investment
Group, Inc.
Diamond Hill Investment
Group, Inc.
Diamond Hill Investment
Group, Inc.
Federated Hermes, Inc.
Diamond Hill Investment
Group, Inc.
GCM Grosvenor, Inc.
Federated Hermes, Inc.
Federated Hermes, Inc.
Focus Financial Partners, Inc. Federated Hermes, Inc.
Hamilton Lane Incorporated
Focus Financial Partners, Inc. Focus Financial Partners, Inc. GAMCO Investors, Inc.
Focus Financial Partners, Inc. Patria Investments Ltd.
GAMCO Investors, Inc.
GAMCO Investors, Inc.
GCM Grosvenor, Inc.
GCM Grosvenor, Inc.
PJT Partners, Inc.
Greenhill & Co., Inc.
GCM Grosvenor, Inc.
Greenhill & Co., Inc.
Hamilton Lane Incorporated
Perella Weinberg Partners
Hamilton Lane Incorporated
Greenhill & Co., Inc.
Hamilton Lane Incorporated
Oppenheimer Holdings Inc.
P10, Inc.
Morgan Group Holding Co.
Hamilton Lane Incorporated
Manning & Napier, Inc.
Patria Investments Ltd.
Silvercrest Asset
Management Group Inc.
Oppenheimer Holdings Inc.
MMA Capital Holdings, Inc.
Oppenheimer Holdings Inc.
PJT Partners, Inc.
StepStone Group, Inc.
PJT Partners, Inc.
Oppenheimer Holdings Inc.
PJT Partners, Inc.
Perella Weinberg Partners
Victory Capital Holdings,
Inc.
Pzena Investment
Management, Inc.
PJT Partners, Inc.
Perella Weinberg Partners
P10, Inc.
Virtus Investment Partners,
Inc.
Silvercrest Asset
Management Group Inc.
Pzena Investment
Management, Inc.
Pzena Investment
Management, Inc.
Silvercrest Asset
Management Group Inc.
WisdomTree, Inc.
Sculptor Capital
Management, Inc.
Silvercrest Asset
Management Group Inc.
Silvercrest Asset
Management Group Inc.
Sculptor Capital
Management, Inc.
StepStone Group, Inc.
Sculptor Capital
Management, Inc.
Sculptor Capital
Management, Inc.
StepStone Group, Inc.
Virtus Investment Partners,
Inc.
StepStone Group, Inc.
StepStone Group, Inc.
Victory Capital Holdings,
Inc.
Waddell & Reed Financial,
Inc.
Virtus Investment Partners,
Inc.
Victory Capital Holdings,
Inc.
Virtus Investment Partners,
Inc.
Westwood Holdings Group,
Inc.
Waddell & Reed Financial,
Inc.
Virtus Investment Partners,
Inc.
WisdomTree, Inc.
WisdomTree Investments,
Inc.
Westwood Holdings Group,
Inc.
WisdomTree, Inc.
WisdomTree Investments,
Inc.
(7) The company-selected measure (“CSM”) is adjusted net operating income, which adjusts net operating income, as calculated in
accordance with GAAP, for the impact of market movements on the deferred compensation liability and related economic hedges,
and the impact of the Consolidated Funds. Adjusted net operating income is a non-GAAP financial measure. The Company
believes this measure and other non-GAAP financial measures provide relevant and meaningful information to investors about its
core operating results. See the “Annex – Reconciliation of Non-GAAP Financial Measures” section of the Annual Letter to
Shareholders included with this Proxy Statement. While the Company uses several financial and non-financial performance
measures for the purpose of evaluating its executive compensation programs, it has determined that adjusted net operating income
is the financial performance measure that represents the most important performance measure used by it to link CAP to the NEOs,
for the most recently completed year, to the Company’s performance.
Tabular List of Important Performance Measures
As described in greater detail above under the heading “Compensation Discussion and Analysis”, the metrics that the Company uses
for both its long-term and short-term incentive awards are selected based on an objective of aligning the interests of its NEOs with the
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33

interest of its shareholders. The Company considers the measures below to be the most important to link CAP to the NEOs for the
most recently completed year to its performance.
Performance Measure
Adjusted net operating income
Adjusted operating profit margin
Adjusted diluted earnings per share
Long-term investment performance
For an explanation of how the non-GAAP financial measures above are derived from the Company’s audited consolidated financial
statements, see the “Annex – Reconciliation of Non-GAAP Financial Measures” section of the Annual Letter to Shareholders included
with this Proxy Statement.
Analysis of Information Presented in the Pay Versus Performance Table
As described in greater detail above under the heading “Compensation Discussion and Analysis”, the Company’s executive
compensation program reflects a variable pay for performance philosophy. While the Company considers several performance
indicators to align executive compensation with its performance, not all of those performance indicators are presented in the “Pay
Versus Performance” Table. The Company does not specifically align its performance measures with CAP, as computed in
accordance with Item 402(v) of Regulation S-K. In accordance with Item 402(v) of Regulation S-K, the Company is providing the
following descriptions of the relationships between information presented in the “Pay Versus Performance” Table.
The Company determines NEO compensation, in part, based on its core operating results. It believes that adjusted net operating
income (its CSM) provides the most relevant and meaningful information regarding its core operating results. Adjusted net operating
income is a non-GAAP financial measure. See the “Annex – Reconciliation of Non-GAAP Financial Measures” section of the Annual
Letter to Shareholders included with this Proxy Statement. The following graph compares the change in CAP to the PEO and non-
PEO NEOs with the Company’s net income and its adjusted net operating income for the five-year period ended December 31, 2024.
Change in CAP, Net Income and CSM
Change in CAP to PEO
Change in CAP to non-PEO NEOs
Change in net income
Change in adjusted net operating income
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
(100)%
(75)%
(50)%
(25)%
—%
25%
50%
75%
100%
125%
150%
175%
The above table includes the change in the total value of all outstanding unvested equity awards held by the PEO and non-PEO NEOs.
Due to the large amount of unvested equity awards previously held by the PEO, the annual change in CAP to the PEO may be more
volatile than the other measures shown in the graph above.
The following graph compares the change in CAP to the PEO and non-PEO NEOs, with the Company’s TSR, and the TSR for the
R2000 A&C Index for the five-year period ended December 31, 2024. The R2000 A&C Index is comprised of the Asset Managers &
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34

Custodians sub-sector of the Russell 2000 Index. The Company uses the R2000 A&C Index as its peer group comparison because it
believes that index is the most relevant, comparable index available.
Change in CAP, Company TSR and Peer Group TSR
Change in CAP to PEO
Change in CAP to non-PEO NEOs
Diamond Hill Investment Group, Inc. TSR
R2000 A&C Index TSR
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
(100)%
(75)%
(50)%
(25)%
—%
25%
50%
75%
100%
125%
150%
175%
The change in CAP includes the change in the total value of all outstanding unvested equity awards held by the PEO and non-PEO
NEOs. Due to the large amount of unvested equity awards previously held by the PEO, the annual change in CAP to PEO may be
more volatile than the other measures shown in the graph above.
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35

EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information concerning the Company’s equity compensation plans at December 31,
2024:

(a)
(b)
(c)
Plan category
Number of securities
to be issued upon
the exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding
options, warrants
and rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)
Equity compensation plans approved by security
holders

—

—
152,759
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36

PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent
registered public accounting firm retained to audit the Company’s consolidated financial statements. To carry out this
responsibility, the Audit Committee engages in an evaluation of the independent registered public accounting firm’s
qualifications, performance, and independence. The Audit Committee also periodically considers whether the independent
registered public accounting firm should be rotated and the advisability and potential impact of selecting a different
independent registered public accounting firm.
The Audit Committee has reappointed KPMG to serve as the Company’s independent registered public accounting firm for
fiscal year ending December 31, 2025. KPMG was first appointed to serve as the Company’s independent registered public
accounting firm on October 24, 2012, and served as its independent registered public accounting firm for fiscal year ended
December 31, 2024.
The Audit Committee and the Board believe that the continued retention of KPMG as the Company’s independent registered
public accounting firm is in the best interests of the Company and its shareholders, and the Audit Committee is asking
shareholders to ratify the selection of KPMG as its independent registered public accounting firm for fiscal year ending
December 31, 2025.
Representatives of KPMG are expected to be present at the Annual Meeting and will have the opportunity to make a
statement, if they so desire, and respond to appropriate questions from shareholders.
THE AUDIT COMMITTEE AND THE BOARD UNANIMOUSLY RECOMMEND THAT YOU VOTE “FOR” THE
RATIFICATION OF THE APPOINTMENT OF KPMG AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2025.
If Proposal 2 is not approved, the Audit Committee will reconsider the appointment of KPMG as the Company’s independent
registered public accounting firm for fiscal year ending December 31, 2025, and may or may not make any changes to such
appointment.
AUDIT COMMITTEE MATTERS
Fees Charged by the Independent Registered Public Accounting Firm
The following table summarizes the fees billed by KPMG for services rendered to the Company and its subsidiaries during
2024 and 2023.
Year Ended
Year Ended
12/31/2024
12/31/2023
Audit Fees(1)
$
287,000 $
266,250
Audit-Related Fees

—
—
Tax Fees (2)

69,000
61,380
All Other Fees

—
—
Total Fees
$
356,000 $
327,630
____________________
(1) Audit Fees include professional services rendered for the audit of annual financial statements, reviews of quarterly
financial statements, issuance of consents, and assistance with review of other documents filed with the SEC.
(2) Tax Fees include professional services rendered for tax preparation and compliance.
Pre-Approval by Audit Committee
The Audit Committee has adopted policies and procedures that set forth the manner in which the committee will review and
approve all audit and non-audit services proposed to be provided by the independent registered public accounting firm (the
“Services”) to ensure that the provision of the Services does not impair the firm’s independence. The pre-approval policies
and procedures are as follows:
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37

•
The Audit Committee has established a pre-approval fee cap of $25,000, under which any Services in excess of the
$25,000 fee cap must be submitted to the Audit Committee for review and pre-approval, and any Services less than
the $25,000 fee cap must be approved by the CFO and then reported to the Audit Committee at its next regularly
scheduled meeting; and
•
Pre-approval actions taken during Audit Committee meetings are recorded in the minutes of the meetings.
In determining whether to approve the proposed Services, the Audit Committee and the CFO consider whether such Services
are consistent with the SEC’s and the Public Company Accounting Oversight Board (“PCAOB”) rules on auditor
independence. All of the Services related to audit-related fees, tax fees, or all other fees described above were pre-approved
by the Audit Committee.
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38

Audit Committee Report
During 2024, the Audit Committee was comprised of independent directors operating under a written charter adopted by the
Board, the most current version of which is available on the Company’s website, ir.diamond-hill.com, under “Corporate
Information - Corporate Governance”. Annually, the Audit Committee engages the Company’s independent registered public
accounting firm. KPMG served as the Company’s independent registered public accounting firm for the fiscal year ended
December 31, 2024.
Management is responsible for preparation of the Company’s financial statements and for designing and maintaining the
Company’s systems of internal controls and financial reporting processes. The Company’s independent registered public
accounting firm is responsible for performing an audit of the Company’s consolidated financial statements in accordance with
standards of the PCAOB and issuing reports on the Company’s financial statements and the effectiveness of the Company’s
internal controls over financial reporting. The Audit Committee’s responsibility is to provide independent, objective
oversight of these processes.
Pursuant to this responsibility, the Audit Committee reviewed and held discussions with management and KPMG regarding
the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024. The Audit
Committee reviewed the audit plan and scope with KPMG. The Audit Committee also met with KPMG without management
present to discuss the results of their audit work, their evaluation of the Company’s system of internal controls and the quality
of the Company’s financial reporting.
The Audit Committee also discussed with KPMG the matters required to be discussed by the applicable requirements of the
PCAOB and SEC. The Audit Committee has received the written disclosures and the letter from KPMG required by
applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning
independence, and has discussed with KPMG its independence from management and the Company.
Management has represented to the Audit Committee that the Company’s consolidated financial statements for the year
ended December 31, 2024, were prepared in accordance with GAAP. Based on the Audit Committee’s discussions with
management and KPMG and its review of KPMG’s report to the Audit Committee, the Audit Committee recommended to
the Board (and the Board has approved) that the audited consolidated financial statements be included in the Form 10-K filed
with the SEC.
Submitted by the Audit Committee of the Board:
Richard S. Cooley
Gordon B. Fowler
James F. Laird
Paula R. Meyer
Nicole R. St. Pierre
L’Quentus Thomas, Chair
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39

PROPOSAL 3 - APPROVAL AND ADOPTION OF THE DIAMOND HILL INVESTMENT GROUP, INC. 2025
EQUITY AND CASH INCENTIVE PLAN
On February 26, 2025, the Board unanimously approved the Diamond Hill Investment Group, Inc. 2025 Equity and Cash
Incentive Plan (“2025 Plan”), subject to approval by shareholders. Shareholders are being asked to approve the 2025 Plan to
authorize the issuance of up to 225,000 shares of the Company’s common shares pursuant to awards under the 2025 Plan and
to authorize the grant of stock options that qualify for treatment as incentive stock options for purposes of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”).
If the 2025 Plan is approved by shareholders, the 2025 Plan will replace the 2022 Plan and no further awards will be made
under the 2022 Plan. However, outstanding awards granted under the 2022 Plan before shareholder approval of the 2025
Plan will remain outstanding in accordance with their terms.
Summary of the 2025 Plan
The following is a summary of the material terms of the 2025 Plan, the complete text of which is attached to this Proxy
Statement as Appendix A. The following summary of the 2025 Plan does not purport to be complete and is qualified in its
entirety by reference to the terms of the 2025 Plan document. We urge you to read the 2025 Plan in its entirety.
Purpose. The purpose of the 2025 Plan is to promote the Company’s long-term financial success and increase shareholder
value by motivating performance through incentive compensation. The Company is committed to ensuring that its
shareholders’ and employees’ interests align by giving each employee a new hire, cliff vest equity grant to inspire an
ownership mentality from their first day of employment and further opportunities to grow their ownership stake through the
Company’s Employee Stock Purchase Plan and, for certain roles, they are eligible to receive additional shares of restricted
stock through the Company’s LTI program. The 2025 Plan also is intended to encourage participants to retain ownership
interests in the Company, attract and retain talented employees and directors, and enable participants to participate in the
Company’s long-term growth and financial success.
Effect on Other Plans. The 2025 Plan will replace the 2022 Plan. As of March 3, 2025, under the 2022 Plan, zero shares
were subject to outstanding stock options, 290,702 shares of restricted stock were outstanding, and 25,877 shares remained
available for new award grants. If the 2025 Plan is approved, the 290,702 shares of restricted stock outstanding will continue
to vest according to the award agreements, which includes 58,854 shares of restricted stock that will vest on April 1, 2025.
The 25,877 shares that have not yet been awarded under the 2022 Plan will no longer be available. If the 2025 Plan is
approved by shareholders, all future awards will be made under the 2025 Plan and no additional awards will be made under
the 2022 Plan.
Administration. The Compensation Committee will administer the 2025 Plan and will have full power and authority to:
•
Interpret the 2025 Plan and any award agreement issued thereunder;
•
Establish, amend, and rescind any rules and regulations relating to the 2025 Plan;
•
Select participants;
•
Determine the type or types of awards to be granted to a participant;
•
Establish the terms and conditions of any award consistent with the terms and conditions of the 2025 Plan, including
when the award may vest and, if applicable, exercised, the acceleration of any such dates, and the expiration of the
award; and
•
Make any other determinations that it deems necessary or desirable for the administration of the 2025 Plan.
To the extent permitted by law, the Compensation Committee may delegate: (1) any ministerial duties associated with awards
made to directors and executive officers under the 2025 Plan, and (2) any and all duties associated with the granting of
awards made to employees who are not executive officers to management.
Eligibility. The Compensation Committee may select any employees of the Company and its affiliates and any non-employee
directors to receive awards under the 2025 Plan. As of March 14, 2025, there were six non-employee directors of the
Company and 128 employees of the Company and its affiliates who would be eligible to receive awards under the 2025 Plan.
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Types of Awards
In General. When an award is granted under the 2025 Plan, the Compensation Committee will establish the terms and
conditions of that award. These terms and conditions will be contained in a related award agreement.
Except in limited circumstances, awards granted under the 2025 Plan generally must meet certain minimum vesting
requirements. In general, no award will vest prior to the first anniversary of its grant date (for non-employee director awards,
such one-year period will run from the date of one annual meeting of shareholders to the next annual meeting of shareholders;
provided that, those meetings are at least 50 weeks apart). However, the Compensation Committee may grant awards
covering up to 5% of the shares available for issuance under the 2025 Plan without regard to the minimum vesting
requirements. In addition, the minimum vesting requirements are not required to apply in connection with a participant’s
death, disability, or retirement (as defined in the 2025 Plan) if described in the related award agreement.
Stock Options. A stock option gives a participant the right to acquire a specified number of shares at an exercise price
determined at the time of grant. Stock options may be granted as “incentive stock options” or “nonqualified stock options”.
The exercise price of a stock option must be at least equal to the fair market value of a share (i.e., the closing price of the
Company’s shares on Nasdaq) on the date the stock option is granted. The exercise price of a stock option may be paid in
any method approved by the Compensation Committee, including in cash, by tendering previously-acquired shares, by a
cashless exercise, any combination of the foregoing, or any other method approved by the Compensation Committee. The
Compensation Committee will determine the term of the stock option (which may not exceed ten years), the vesting
conditions and any other terms and conditions of the stock option, all of which will be stated in the related award agreement.
Incentive stock options may only be granted to employees of the Company and subsidiary corporations (within the meaning
of Section 424 of the Code) and must comply with other requirements, including those contained in Section 422 of the Code.
Stock Appreciation Rights. A stock appreciation right gives a participant the right to receive the difference between the fair
market value of a share on the date of exercise over the exercise price of the stock appreciation right. The exercise price of
any stock appreciation right must be at least equal to the fair market value of a share on the date the stock appreciation right is
granted. The Compensation Committee will determine the term of the stock appreciation right (which may not exceed ten
years), the vesting conditions, and any other terms and conditions of the stock appreciation right, all of which will be stated in
the related award agreement.
Restricted Stock. Restricted stock consists of a number of shares granted to a participant subject to limitations on
transferability and a risk of forfeiture if certain terms and conditions are not met. These restrictions may include time- or
performance-based restrictions, as determined by the Compensation Committee and stated in the related award agreement.
Unless otherwise provided in the related award agreement, a participant who has been granted restricted stock will have the
right to vote the restricted stock during the restriction period and receive dividends; provided that any such dividends paid in
shares will be subject to the same terms, conditions and restrictions as the restricted stock with respect to which they are paid.
Other Stock-Based Awards. Other stock-based awards are awards valued in whole or in part by reference to, or otherwise
based on, the fair market value of a share. Other stock-based awards may include unrestricted shares and stock units, which
are notional shares that entitle the participant to receive the value of a share if certain terms and conditions are satisfied.
These terms and conditions may include time- or performance-based terms and conditions, as determined by the
Compensation Committee and stated in the related award agreement. Other stock-based awards may be granted with rights to
receive dividend equivalents; provided that, the right to receive such dividend equivalents will be subject to the same
limitations as the award to which they relate.
Cash-Based Awards. Long-term cash-based awards represent the right to receive a cash payment if certain terms and
conditions are satisfied. These terms and conditions may include time- or performance-based terms and conditions, as
determined by the Compensation Committee and stated in the related award agreement.
Performance-Based Awards. Awards granted under the 2025 Plan may be granted subject to satisfaction or attainment of
performance criteria. For employees, the Compensation Committee may select any performance criteria it deems
appropriate.
Different performance criteria may be applied to individual participants or to groups of participants and may relate to the
individual participant, the Company, one or more of its affiliates, one or more of their respective divisions or business units,
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or any combination of the foregoing. In addition, performance objectives may be measured on an absolute or cumulative
basis or measured relative to selected peer companies or a market index.
The Compensation Committee may issue a performance-based award to any participant.
Shares Available for Awards
Share Pool. Subject to the adjustments discussed below, the aggregate number of shares available for the grant of awards
under the 2025 Plan will be 225,000. Shares issued under the 2025 Plan may consist of treasury shares, authorized but
unissued shares, or shares purchased on the open market.
Share Usage. When an award is granted, the number of shares available for issuance under the 2025 Plan will be reduced by
the number of shares subject to such award. Notwithstanding the reduction described in the preceding sentence, the
following shares may be again available for issuance as awards:
•
Shares covered by an award that expires or is forfeited, cancelled, surrendered, or otherwise terminated without the
issuance of shares;
•
Shares covered by an award that is settled only in cash; and
•
Shares granted through the assumption of, or in substitution for, outstanding awards granted by a company to
individuals who become participants in the 2025 Plan as the result of a merger, consolidation, acquisition, or other
corporate transaction involving such company and the Company or any of its affiliates.
Adjustments. In the event of any share dividend, share split, recapitalization, merger, reorganization, consolidation,
combination, spin-off, distribution of assets to shareholders, exchange of shares, or any other change affecting the shares, the
Compensation Committee will make such substitutions and adjustments as it deems equitable and appropriate to the
aggregate number of shares that may be issued under the 2025 Plan, any share-based limits imposed under the 2025 Plan and
the exercise price, number of shares and other terms or limitations applicable to outstanding awards.
Share Price. On March 3, 2025, the closing price of the Company’s shares on Nasdaq was $147.59.
Effect of Termination of Employment or Service
Death; Disability or Retirement. Except as otherwise specified in the related award agreement, in the event of a participant’s
death, disability, and/or retirement (as such terms are defined in the 2025 Plan): (1) all exercisable awards may be exercised
for the remainder of the term of such award; provided, however, that any incentive stock option that is not exercised within
12 months following the participant’s death or disability, as applicable, or within three months following the participant’s
retirement will be treated as a nonqualified stock option; (2) a pro rata portion of all unvested awards shall vest, as
determined by the Compensation Committee in its sole discretion, based on the amount of time elapsed during the vesting
period prior to the date of death, disability, and/or retirement, or the attainment of the performance criteria over the portion of
the performance period elapsed as of the date of death, disability or retirement; and (3) all awards that do not vest as
described in (1) and (2), above, shall terminate and be forfeited as of the date of death, disability or retirement.
Termination for Cause. Except as otherwise specified in the related award agreement, if a participant is terminated for
“Cause” (as such term is defined in the 2025 Plan), all awards that have not been exercised, surrendered, settled, or paid (in
each case, whether or not vested and/or exercisable), shall terminate and be forfeited as of the date of termination.
Other Terminations. Except as otherwise specified in the related award agreement, if a participant terminates for any other
reason: (1) all exercisable awards may be exercised for the remainder of the term of such award; provided, however, that any
incentive stock option that is not exercised within three months following the participant’s termination will be treated as a
nonqualified stock option; and (2) all unvested awards shall terminate and be forfeited as of the date of termination.
Change in Control
Except as otherwise provided in the related award agreement, in the event of a “change in control” (as such term is defined in
the 2025 Plan), all outstanding awards shall become immediately vested and exercisable, and the Compensation Committee
may take such actions, if any, as it deems necessary or desirable with respect to any such awards, including, without
limitation: (1) the payment of a cash amount in exchange for the cancellation of an award, and/or (2) the issuance of
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substitute awards that substantially preserve the value, rights and benefits of any awards affected by the change in control.
With respect to an award subject to performance-based conditions (including performance-based awards), such awards will
become vested and exercisable and be payable based on the greater of: (i) actual performance during the applicable
performance period through the date of such change in control, and (ii) target performance.
Other Terms and Conditions
Transferability. In general, a participant may not sell, transfer, pledge, or assign an award, except by will or the laws of
descent and distribution. During a participant’s lifetime, only the participant or their guardian or legal representative may
exercise an award.
No Rights as a Shareholder. Except as otherwise provided in the 2025 Plan or in a related award agreement, a participant
will not have any rights as a shareholder with respect to shares covered by an award unless and until the participant becomes
the registered shareholder of such shares.
Repricing. Except for adjustments as discussed above, the 2025 Plan expressly prohibits the Board or Compensation
Committee from amending the terms of an outstanding award to reduce the exercise price of an outstanding stock option or
stock appreciation right or cancel an outstanding stock option or stock appreciation right in exchange for cash or other awards
(including stock options or stock appreciation rights) having an exercise price less than the exercise price of the original stock
option or stock appreciation right, without shareholder approval.
Effective Date and Term. The 2025 Plan will become effective upon its approval by the shareholders and, unless earlier
terminated, will continue until the tenth anniversary of the date of its approval by the shareholders (except that the
Compensation Committee may not grant any incentive stock options after February 26, 2035, the tenth anniversary of the
date the 2025 Plan was approved by the Board).
Amendment or Termination
The Board or Compensation Committee may amend or terminate the 2025 Plan at any time, except that no amendment or
termination may be made without shareholder approval if the amendment materially increases the benefits accruing to
participants, the amendment materially increases the aggregate number of shares authorized for grant under the 2025 Plan
(except for adjustments as discussed above), the amendment materially modifies the eligibility requirements for participation,
or shareholder approval is required by any applicable law, regulation, or stock exchange rule.
U.S. Federal Income Tax Consequences
The following is a brief summary of the general U.S. federal income tax consequences of awards made under the 2025 Plan.
This summary is based on U.S. federal tax laws and Treasury Regulations in effect on the date of this Proxy Statement and
does not purport to be a complete description of applicable U.S. federal income tax laws or regulations. In addition, this
summary does not constitute tax advice or describe federal employment, state, local or foreign tax consequences. Each
participant is advised to consult with their tax advisor concerning the U.S. federal income tax and other tax consequences of
participating in the 2025 Plan.
Incentive Stock Options. Incentive stock options are intended to qualify for special treatment available under Section 422 of
the Code. A participant will not recognize taxable income when an incentive stock option is granted and the Company will
not receive a deduction at that time. A participant will not recognize ordinary income upon the exercise of an incentive stock
option; provided that, the participant was, without a break in service, an employee of the Company or a subsidiary
corporation (within the meaning of Section 424 of the Code) during the period beginning on the grant date of the incentive
stock option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the
participant’s employment is terminated due to disability).
If the participant does not sell or otherwise dispose of the shares acquired upon the exercise of an incentive stock option
within two years from the grant date of the incentive stock option or within one year after the participant receives the shares,
then, upon disposition of such shares, any amount realized in excess of the exercise price will be taxed to the participant as a
capital gain, and the Company will not be entitled to a corresponding deduction. The participant generally will recognize a
capital loss to the extent that the amount realized is less than the exercise price.
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If the foregoing holding period requirements are not met, the participant generally will recognize ordinary income at the time
of the disposition of the shares in an amount equal to the lesser of: (1) the excess of the fair market value of the shares on the
date of exercise over the exercise price, and (2) the excess, if any, of the amount realized upon disposition of the shares over
the exercise price, and the Company generally will be entitled to a corresponding deduction. Any amount realized in excess
of the value of the shares on the date of exercise will be capital gain. If the amount realized is less than the exercise price, the
participant generally will recognize a capital loss equal to the excess of the exercise price over the amount realized upon the
disposition of the shares.
The rules that generally apply to incentive stock options do not apply when calculating any alternative minimum tax liability.
The rules affecting the application of the alternative minimum tax are complex, and their effect depends on individual
circumstances, including whether a participant has items of adjustment other than those derived from incentive stock options.
Nonqualified Stock Options. A participant will not recognize taxable income when a nonqualified stock option is granted,
and the Company will not receive a deduction at that time. However, when a nonqualified stock option is exercised, a
participant will recognize ordinary income equal to the excess, if any, of the fair market value of the shares that the
participant purchased on the date of exercise over the exercise price. When a nonqualified stock option is exercised, the
Company generally will be entitled to a deduction equal to the ordinary income that the participant recognizes.
Stock Appreciation Rights. A participant will not recognize taxable income when a stock appreciation right is granted, and
the Company will not receive a deduction at that time. When a stock appreciation right is exercised, the participant will
recognize ordinary income equal to the excess of the cash and/or the fair market value of the shares the participant receives
over the aggregate exercise price of the stock appreciation right, if any, and the Company generally will be entitled to a
corresponding deduction.
Restricted Stock. Unless a participant makes an election under Section 83(b) of the Code (a “Section 83(b) Election”), the
participant generally will not recognize taxable income when restricted stock is granted, and the Company will not receive a
deduction at that time. Instead, the participant will recognize ordinary income when the restricted stock vests (i.e., when the
underlying shares are either freely transferable or not subject to a substantial risk of forfeiture) equal to the fair market value
of the shares that the participant receives when the terms, conditions and restrictions have been met, less any consideration
paid for the restricted stock, and the Company generally will be entitled to a deduction equal to the ordinary income that the
participant recognizes.
If a participant makes a Section 83(b) Election, the participant will recognize ordinary income on the grant date equal to the
fair market value of the shares subject to the restricted stock award on the grant date, and the Company generally will be
entitled to a deduction equal to the ordinary income that the participant recognizes at that time. The participant will not
recognize income when (and if) the restricted stock vests.
Other Stock-Based Awards. Generally, a participant will not recognize taxable income when an other stock-based award is
granted, and the Company will not receive a deduction at that time. However, upon the settlement of the other stock-based
award, the participant will recognize ordinary income equal to the cash and/or the fair market value of the shares that the
participant receives, less the aggregate exercise price of the other stock-based award, if any. The Company generally will be
entitled to a deduction equal to the ordinary income that the participant recognizes.
Cash Awards. A participant will not recognize taxable income at the time a cash award is granted, and the Company will not
be entitled to a deduction at that time. In general, the participant will recognize ordinary income when the cash award is
settled equal to the amount of the cash received, and the Company generally will be entitled to a corresponding deduction.
Sections 280G and 4999 of the Code. Sections 280G and 4999 of the Code impose certain penalties on “excess parachute
payments”. An excess parachute payment occurs when payments are made to a “disqualified individual” (as defined under
Section 280G of the Code) in connection with a change in control in an amount equal to or greater than three times the
disqualified individual’s taxable compensation averaged over the five calendar years ending before the change in control (or
over the entire period of employment if the participant has been employed less than five calendar years). This average is
called the “base amount”. The excess parachute payment is the amount by which the payments exceed the participant’s base
amount.
Excess parachute payments subject the disqualified individual to a 20% excise tax. This tax is in addition to other federal,
state, and local income, wage, and employment taxes. The Company may not deduct the amount of any excess parachute
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payment. Generally, any payments under the 2025 Plan that may be subject to the loss of deduction or excise tax imposed by
Sections 280G or 4999 of the Code will be reduced to the maximum amount that can be paid without resulting in a loss of
deduction or the imposition of an excise tax.
Section 409A of the Code. Section 409A of the Code imposes certain restrictions upon the payment of amounts deferred
under nonqualified deferred compensation plans. Section 409A includes a broad definition of “nonqualified deferred
compensation plans”, which may extend to various types of awards granted under the 2025 Plan. The 2025 Plan has been
drafted to comply with Section 409A of the Code. The 2025 Plan is intended to comply with the requirements of Section
409A of the Code and the Compensation Committee intends to administer the 2025 Plan to minimize the impact of Section
409A of the Code. However, the Company does not warrant the tax treatment of any award under Section 409A of the Code
or otherwise.
New Plan Benefits
There have been no grants authorized by the Compensation Committee under the 2025 Plan to date. Because awards under
the 2025 Plan will be discretionary, no awards are determinable at this time.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL AND ADOPTION
OF THE DIAMOND HILL INVESTMENT GROUP, INC. 2025 EQUITY AND CASH INCENTIVE PLAN.
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PROPOSAL 4 - ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE
OFFICERS
As described under the heading “Compensation Discussion and Analysis” of this Proxy Statement, the Board believes that
executive compensation should be linked with the Company’s performance and significantly aligned with the interests of the
Company’s shareholders. In addition, the Company’s executive compensation program is designed to allow it to retain, and
recognize the contributions of, employees who play a significant role in its current and future success. The Board urges you
to read the “Compensation Discussion and Analysis” section and the executive compensation tables and related disclosure in
this Proxy Statement for a detailed description of the 2024 compensation of the Company’s NEOs.
The vote on this resolution is not intended to address any specific element of compensation. Rather, the advisory vote relates
to the overall compensation of the Company’s NEOs. This vote is advisory, and therefore, not binding on the Company, the
Board, or the Compensation Committee. However, the Board and the Compensation Committee will review the voting
results and will take into account the outcome of the vote when determining future compensation for the Company’s NEOs.
Accordingly, the Board asks shareholders to vote on the following resolution:
RESOLVED, that the Company’s shareholders approve, on an advisory basis, the 2024 compensation of
the named executive officers of the Company, as disclosed in the Company’s Proxy Statement for the 2025
Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation
Discussion and Analysis, the compensation tables, and the related narrative discussion.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY APPROVAL OF
THE 2024 COMPENSATION OF THE COMPANY’S NEOS AS DISCLOSED IN THIS PROXY STATEMENT
PURSUANT TO ITEM 402 OF REGULATION S-K.
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ADDITIONAL INFORMATION
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Given the Company’s relatively small size, limited number of record shareholders, and the Board’s consistent practice of
being open to receiving direct communications from shareholders, the Board believes that it is not necessary to implement,
and the Company does not have, a formal process for, shareholders to send communications to the Board. Current practice is
to forward any communication received by the Company and addressed to: (i) the full Board, to the Board Chair; (ii) a group
of directors, to a member of the group; or (iii) an individual director, to that person.
SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING
Shareholders are entitled to submit proposals on matters appropriate for shareholder action consistent with SEC rules and the
Company’s Amended and Restated Code of Regulations (the “Regulations”). Should a shareholder wish to have a proposal
appear in the Company’s proxy statement and proxy card for the 2026 Annual Meeting of Shareholders, under applicable
SEC rules, the proposal must be received by the Company’s Secretary on or before November 14, 2026, and must otherwise
comply with the requirements of Rule 14a-8 under the Exchange Act. The Company will not be required to include in its
proxy statement and proxy card a shareholder proposal that is received after that date or that otherwise fails to meet the
requirements for shareholder proposals established by applicable SEC rules.
The advance notice provisions of the Regulations govern the submission of director nominations and other business proposals
that a shareholder wishes to have considered at an annual meeting of shareholders, but which may not be included in the
Company’s proxy statement for that meeting. Under the Regulations, director nominations or other business proposals to be
addressed at the Company’s 2026 Annual Meeting of Shareholders may be made by a shareholder entitled to vote who has
delivered a notice to the Secretary of the Company not later than the close of business on January 29, 2026 and not earlier
than December 30, 2025. If a shareholder intends to present a proposal at the Company’s 2026 Annual Meeting of
Shareholders without inclusion of that proposal in the Company’s 2026 proxy materials and written notice of the proposal is
not received by the Company on or before the deadline imposed by the advance notice provisions of the Regulations, or if the
Company meets other requirements of the SEC rules, proxies solicited by the Board for the Company’s 2026 Annual Meeting
of Shareholders will confer discretionary authority on the proxy holders named therein to vote on the proposal at the meeting.
In addition, shareholders who intend to solicit proxies for the Company’s 2026 Annual Meeting of Shareholders in support of
director nominees other than the Company’s nominees must provide notice to the Company in accordance with, and within
the period prescribed in, the advance notice provisions of the Regulations.
The advance notice provisions in the Regulations are in addition to, and separate from, the requirements that a shareholder
must meet in order to have a proposal included in the proxy statement and proxy card under the rules of the SEC. To be
eligible for consideration at an annual meeting of shareholders, a shareholder’s proposal and notice thereof must otherwise
comply with the procedures and requirements of the Regulations and applicable SEC rules.
All notices described in this section shall be sent to, and a copy of the Regulations may be obtained from, Carlotta D. King,
Secretary, Diamond Hill Investment Group, Inc., 325 John H. McConnell Boulevard, Suite 200, Columbus, Ohio 43215.
SHAREHOLDERS SHARING THE SAME ADDRESS
SEC rules allow multiple shareholders residing at the same address the convenience of receiving a single copy of the Annual
Report and proxy materials if they consent to do so (“householding”). Householding, which has been instituted by the
Company, is permitted only in certain circumstances, including when a shareholder has the same last name and address as
one or more additional shareholders. If the required conditions are met, and SEC rules allow, a shareholder’s household may
receive a single copy of the Annual Report and proxy materials. The householding procedure reduces the volume of
duplicate information shareholders receive and reduces expenses. If you are a shareholder and: (i) you wish to receive
separate paper copies of the Annual Reports and proxy materials, either this year or in the future, or (ii) members of your
household receive multiple paper copies of the Annual Report and proxy materials and you wish to request householding, you
may contact the Company’s transfer agent, Equiniti Trust Company at P.O. Box 64874, St. Paul, Minnesota 55164-0874, or
by phone at (800) 401-1957, or write to Carlotta D. King, Secretary, at 325 John H. McConnell Boulevard, Suite 200,
Columbus, Ohio 43215, or by phone at (614) 255-3333.
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In addition, many brokerage firms and other registered holders have instituted householding. If your family has one or more
“street name” accounts under which the Company’s stock is beneficially owned, you may have received householding
information from your broker, financial institution, or other nominee in the past. Please contact the registered holder directly
if you have questions, require additional copies of this Proxy Statement or the Annual Report or wish to revoke your decision
to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute
householding. These options are available to you at any time.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board knows of no business to be acted upon at the Annual Meeting other than
Proposal 1, Proposal 2, Proposal 3, and Proposal 4, each as described in this Proxy Statement. However, if any other
business properly comes before the Annual Meeting, the persons named as proxy holders on the accompanying proxy card
will vote and act on such matters in accordance with their best judgment in light of the conditions then prevailing, to the
extent permitted under applicable law.
The Company appreciates your prompt completion, execution, and delivery of your proxy card or your submission of voting
instructions electronically over the Internet or by telephone. Whether or not you expect to attend the Annual Meeting, please
complete and sign the proxy card and return it in the enclosed envelope, or vote your proxy electronically via the Internet or
telephonically.

By Order of the Board of Directors

Carlotta D. King

Secretary
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APPENDIX A
DIAMOND HILL INVESTMENT GROUP, INC.
2025 EQUITY AND CASH INCENTIVE PLAN
The purpose of the Plan is to promote the Company’s long-term financial success and increase shareholder value by
motivating performance through incentive compensation. The Plan also is intended to encourage Participants to acquire
ownership interests in the Company, attract and retain talented employees and directors, and enable Participants to participate
in the Company’s long-term growth and financial success.
ARTICLE I
DEFINITIONS
When used in the Plan, the following capitalized words, terms, and phrases shall have the meanings set forth in this
Article I. For purposes of the Plan, the form of any word, term, or phrase shall include any and all of its other forms and the
terms “including” and “include” shall in all cases mean “including, without limitation” and “include, without limitation”,
respectively.
1.1
“Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto.
1.2
“Affiliate” shall mean any entity with whom the Company would be considered a single employer under Section
414(b) or (c) of the Code, but modified as permitted under Treasury Regulations promulgated under any Code section
relevant to the purpose for which the definition is applied.
1.3
“Award” shall mean any Nonqualified Stock Option, Incentive Stock Option, Stock Appreciation Right,
Restricted Stock, Other Stock-Based Award, or Cash-Based Award granted pursuant to the Plan.
1.4
“Award Agreement” shall mean any written or electronic agreement, notice, or instrument (in such form as
approved by the Committee) evidencing an Award. If there is a conflict between the terms of the Plan and the terms of an
Award Agreement, the terms of the Plan shall govern.
1.5
“Board” shall mean the Board of Directors of the Company.
1.6
“Cash-Based Award” shall mean a long-term Award granted pursuant to Article IX of the Plan.
1.7
“Cause” shall mean (a) cause as defined in the related Award Agreement, (b) if not defined in the related Award
Agreement, cause as defined in any employment agreement between the Participant and the Company or any Affiliate, and
(c) if not defined in the related Award Agreement or in an employment agreement as described in clauses (a) and (b),
respectively, a Participant’s: (i) willful and continued failure to substantially perform the Participant’s assigned duties; (ii)
gross misconduct; (iii) breach of any term of any agreement with the Company or any Affiliate, including the Plan and any
Award Agreement; (iv) conviction of (or plea of no contest or nolo contendere to): (A) a felony or a misdemeanor that
originally was charged as a felony but which was subsequently reduced to a misdemeanor through negotiation with the
charging entity, or (B) a crime other than a felony, which involves a breach of trust or fiduciary duty owed to the Company,
any Affiliate, or any client of the Company or any Affiliate; or (v) violation of the Company’s code of conduct, Code of
Ethics, Insider Trading Policy or any other policy of the Company or any Affiliate that applies to the Participant.
Notwithstanding the foregoing, “Cause” will not arise solely because the Participant is absent from active employment during
periods of vacation, consistent with the Company’s applicable vacation policy, or other period of absence approved by the
Company.
1.8
“Change in Control” shall mean: (A) change in control as defined in any employment agreement between the
Participant and the Company or any Affiliate or (B) if not defined in an employment agreement as described in clause (A),
the occurrence of any of the following:
(a) Any transaction or series of transactions, whereby any person (as that term is used in Section 13 and
14(d)(2) of the Act), is or becomes the beneficial owner (as that term is used in Section 13(d) of the Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the
Company’s then outstanding securities; provided, that for purposes of this paragraph, the term “person” will exclude: (i) a
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trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate; and (ii) a
corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their
ownership in the Company;
(b) Any merger, consolidation, other corporate reorganization, or liquidation of the Company in which the
Company is not the continuing or surviving corporation or entity or pursuant to which Shares would be converted into cash,
securities, or other property, other than: (i) a merger or consolidation with a wholly-owned subsidiary, (ii) a reincorporation
of the Company in a different jurisdiction; or (iii) any other transaction in which there is no substantial change in the
stockholders of the Company;
(c) Any merger or consolidation of the Company with or into another entity or any other corporate
reorganization, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity’s
securities outstanding immediately after such merger, consolidation, or other reorganization is owned by persons who were
not stockholders of the Company immediately prior to such merger, consolidation, or other reorganization;
(d) The sale, transfer, or other disposition of all or substantially all of the assets of the Company in one
transaction or a series of transactions; or
(e) A change or series of related or unrelated changes in the composition of the Board, during any twenty-four
(24) month period beginning on the Effective Date, as a result of which fewer than fifty percent (50%) of the incumbent
directors are directors who either (i) were Original Directors, or (ii) were elected, or nominated for election, to the Board with
the affirmative votes of at least a majority of the aggregate of the Original Directors who were still in office at the time of the
election or nomination and the directors whose election or nomination was previously so approved.
Notwithstanding the foregoing, the following transactions will not constitute a “Change in Control”: (i) any
transaction the sole purpose of which is to change the state of incorporation of the Company or to create a holding company
that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately
before such transaction; or (ii) with respect to any Award that is subject to Section 409A of the Code and for which no
exception applies, any transaction or event described above that does not also constitute a “change in control event” within
the meaning of Section 409A of the Code.
1.9
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.
Where appropriate, a reference to the Code shall also include the applicable Treasury Regulations and other official guidance
promulgated thereunder.
1.10
“Committee” shall mean the Compensation Committee of the Board, which will be comprised of at least: (a)
two (2) directors, each of whom is a “non-employee” director within the meaning of Rule 16b-3 under the Act; and (b) one
“independent director” under the rules of the exchange on which the Shares are then listed.
1.11
“Company” shall mean Diamond Hill Investment Group, Inc., an Ohio corporation, and any successor thereto.
1.12
“Director” shall mean a person who is a member of the Board, excluding any member who is an Employee.
1.13
“Disability” shall mean:
(a) With respect to an Incentive Stock Option, “disability” as defined in Section 22(e)(3) of the Code; and
(b) With respect to any other Award, unless otherwise provided in the related Award Agreement: (i) the
Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve
(12) months; (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving
income replacement benefits for a period of not less than three (3) months under an accident and health plan covering
Employees of the Company or any Affiliate; or (iii) the Participant is determined to be totally disabled by the Social Security
Administration or Railroad Retirement Board.
1.14
“Effective Date” shall mean the effective date of the Plan as set forth in Article XVI.
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1.15
“Employee” shall mean any person who is a common law employee of the Company or any Affiliate. A person
who is classified as other than a common law employee but who is subsequently reclassified as a common law employee of
the Company or any Affiliate for any reason and on any basis shall be treated as a common law employee only from the date
that reclassification occurs and shall not retroactively be reclassified as an Employee for any purpose under the Plan.
1.16
“Fair Market Value” shall mean the value of one Share on any relevant date, determined under the following
rules:
(a) If the Shares are traded on an exchange, the reported “closing price” on the relevant date if it is a trading
day, otherwise on the next trading day;
(b) If the Shares are traded over-the-counter with no reported closing price, the mean between the lowest bid
and the highest asked prices on that quotation system on the relevant date if it is a trading day, otherwise on the next trading
day; or
(c) If neither (a) nor (b) applies: (i) with respect to Options, Stock Appreciation Rights and any Award that
is subject to Section 409A of the Code, the value as determined by the Committee through the reasonable application of a
reasonable valuation method, taking into account all information material to the value of the Company, within the meaning of
Section 409A of the Code and the Treasury Regulations promulgated thereunder; and (ii) with respect to all other Awards, the
fair market value as determined by the Committee in good faith.
1.17
“Grant Date” shall mean the date on which any Nonqualified Stock Option, Incentive Stock Option, Stock
Appreciation Right, Restricted Stock, Other Stock-Based Award, or Cash-Based Award is granted pursuant to the Plan.
1.18
“Incentive Stock Option” shall mean an Option that is intended to meet the requirements of Section 422 of the
Code.
1.19
“Nonqualified Stock Option” shall mean an Option that is not intended to be an Incentive Stock Option.
1.20
“Option” shall mean an option to purchase Shares that is granted pursuant to Article V of the Plan. An Option
may be either an Incentive Stock Option or a Nonqualified Stock Option.
1.21
“Original Director” shall mean a person who was a director of the Company on the later of: (a) the Effective
Date, or (b) the date twenty-four (24) months prior to the date of an event that may constitute a Change in Control.
1.22
“Other Stock-Based Award” shall mean an Award granted pursuant to Article VIII of the Plan.
1.23
“Participant” shall mean an Employee or Director who is granted an Award under the Plan.
1.24
“Performance-Based Award” shall mean an Award described in Article X of the Plan.
1.25
“Performance Criteria” shall mean any performance criteria determined by the Committee in its sole
discretion.
1.26
“Plan” shall mean the Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan, as set forth
herein and as may be amended from time to time.
1.27
“Pre-existing Plan” shall mean the Diamond Hill Investment Group, Inc. 2022 Equity and Cash Incentive Plan.
Upon approval of the Plan by the Company’s shareholders, no further awards will be issued under the Pre-existing Plan,
although the Pre-existing Plan will remain in effect after the Company’s shareholders approve the Plan for purposes of
determining any Participant’s right to awards issued under the Pre-existing Plan before that date.
1.28
“Restricted Stock” shall mean an Award granted pursuant to Article VII of the Plan.
1.29
“Retirement” shall mean (a) retirement as defined in the related Award Agreement; (b) if not defined in the
related Award Agreement, retirement as defined in any employment agreement between the Participant and the Company or
any Affiliate;, or (c) if not defined in the related Award Agreement or in an employment agreement as described in clauses
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(a) and (b), respectively, a Participant’s voluntary termination of employment that is determined to constitute a “retirement”
by the Committee.
1.30
“Shares” shall mean the common shares, without par value, of the Company or any security of the Company
issued in satisfaction, exchange or in place of these shares.
1.31
“Stock Appreciation Right” shall mean an Award granted pursuant to Article VI of the Plan.
1.32
“Subsidiary” shall mean: (a) with respect to an Incentive Stock Option, a “subsidiary corporation” as defined
under Section 424(f) of the Code; and (b) for all other purposes under the Plan, any corporation or other entity in which the
Company owns or controls, directly or indirectly, fifty percent (50%) or more of the voting stock or economic interests of
such corporation or entity.
ARTICLE II
SHARES SUBJECT TO THE PLAN
2.1
Number of Shares Available for Awards. Subject to this Article II, the aggregate number of Shares with
respect to which Awards may be granted under the Plan shall be 225,000, all of which may be granted with respect to
Incentive Stock Options. The Shares may consist, in whole or in part, of treasury Shares, authorized but unissued Shares not
reserved for any other purpose, or Shares purchased by the Company or an independent agent in the open market for such
purpose. Subject to this Article II, upon a grant of an Award, the number of Shares available for issuance under the Plan shall
be reduced by an amount equal to the maximum number of Shares potentially subject to issuance upon exercise or settlement
of such Award. Any Shares underlying such an Award that become available for future grant under the Plan pursuant to
Section 2.2 of the Plan shall be added back to the Plan in an amount equal to such number of Shares.
2.2
Share Usage. In addition to the number of Shares provided for in Section 2.1 of the Plan, the following Shares
shall be available for Awards under the Plan: (a) Shares covered by an Award that expires or is forfeited, canceled,
surrendered, or otherwise terminated without the issuance of such Shares; (b) Shares covered by an Award that is settled in
cash only; and (c) Shares granted through the assumption of, or in substitution for, outstanding awards granted by a company
to individuals who become Employees or Directors as the result of a merger, consolidation, acquisition, or other corporate
transaction involving such company and the Company or any of its Affiliates. Notwithstanding anything in the Plan to the
contrary, in no event shall the following Shares again become available for issuance as Awards under the Plan: (i) Shares not
issued or delivered as a result of the net settlement of an Option or a Stock Appreciation Right that is settled in Shares; (ii)
Shares tendered or withheld to pay the exercise price of an Award; (iii) Shares tendered or withheld to pay the withholding
taxes related to an Award; and (d) Shares repurchased on the open market with the proceeds of an Option exercise.
2.3
Exception to Minimum Vesting Requirements. Notwithstanding anything in the Plan to the contrary: (a) the
Committee may grant Awards covering up to five percent (5%) of the Shares available for issuance pursuant to Section 2.1 of
the Plan, without regard to the minimum vesting requirements of Sections 5.5, 6.5, 7.3(a), and 8.1 of the Plan, and (b) for
purposes of Awards to Directors, the vesting period will be deemed to be one (1) year if such vesting period runs from the
date of one annual meeting of shareholders of the Company to the next annual meeting of shareholders of the Company;
provided that, such annual meetings are at least fifty (50) weeks apart.
2.4
Adjustments. In the event of any Share dividend, Share split, recapitalization (including payment of an
extraordinary dividend), merger, reorganization, consolidation, combination, spin-off, distribution of assets to shareholders,
exchange of Shares, or any other change affecting the Shares, the Committee shall make such substitutions and adjustments,
if any, as it deems equitable and appropriate to: (a) the aggregate number of Shares that may be issued under the Plan; (b) any
Share-based limits imposed under the Plan; and (c) the exercise price, number of Shares, and other terms or limitations
applicable to outstanding Awards. Notwithstanding the foregoing, an adjustment pursuant to this Section 2.4 shall be made
only to the extent such adjustment complies, to the extent applicable, with Section 409A of the Code.
ARTICLE III
ADMINISTRATION
3.1
In General. The Plan shall be administered by the Committee. The Committee shall have full power and
authority to: (a) interpret the Plan and any Award Agreement; (b) establish, amend, and rescind any rules and regulations
relating to the Plan; (c) select Participants; (d) determine the type or types of Awards to be granted to a Participant; (e)
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establish the terms and conditions of any Award consistent with the terms and conditions of the Plan; and (f) make any other
determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any
defect, supply any omission, or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the
extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration
of the Plan shall be made in the Committee’s sole and absolute discretion and shall be final, conclusive, and binding on all
Participants and any other persons.
3.2
Delegation of Duties. The Committee may delegate its authority to the management of the Company to grant
Awards to eligible Employees who are not subject to Section 16 of the Act. In its sole discretion, the Committee may
delegate any ministerial duties associated with the Plan to any person (including Employees) it deems appropriate; provided,
however, that the Committee may not delegate: (a) any duties that it is required to discharge to comply with any applicable
law; and (b) its authority to grant Awards to any Participant who is subject to Section 16 of the Act.
ARTICLE IV
ELIGIBILITY
4.1
Eligibility. The Committee may designate any Employee or Director as a Participant for purposes of receiving
an Award under the Plan. Notwithstanding the foregoing: (a) any Nonqualified Stock Option or Award subject to Section
409A of the Code may be granted to Employees or Directors of Affiliates only to the extent consistent with Section 409A of
the Code; and (b) only Employees of the Company or a Subsidiary may be granted an Incentive Stock Option.
4.2
Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from
among all eligible individuals, those individuals to whom Awards will be granted and will determine the nature and amount
of each Award. No individual will have any right to be granted an Award pursuant to this Plan.
ARTICLE V
OPTIONS
5.1
Grant of Options. Subject to the terms and conditions of the Plan, Options may be granted to Participants in
such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.
5.2
Award Agreement. Each Option shall be evidenced by an Award Agreement that shall specify the exercise
price, the term of the Option, the number of Shares covered by the Option, the conditions upon which the Option shall
become vested and exercisable, and such other terms and conditions as the Committee shall determine and which are
consistent with the terms and conditions of the Plan. The Award Agreement also shall specify whether the Option is intended
to be an Incentive Stock Option or a Nonqualified Stock Option.
5.3
Exercise Price. The exercise price per Share of an Option shall be determined by the Committee at the time the
Option is granted and set forth in the related Award Agreement; provided, however, that in no event shall the exercise price
of any Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date.
5.4
Term. The term of an Option shall be determined by the Committee and set forth in the related Award
Agreement; provided, however, that in no event shall the term of any Option exceed ten (10) years from its Grant Date.
5.5
Exercisability. Options shall become exercisable at such times and upon such terms and conditions as shall be
determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include the
satisfaction of (a) performance goals based on one or more Performance Criteria; and (b) time-based vesting requirements.
Notwithstanding the foregoing, subject to Section 2.3 and Article XII of the Plan or as otherwise described in the related
Award Agreement in connection with a Participant’s death, termination due to Disability, and/or Retirement, no Option shall
vest, in full or in part, prior to the one (1) year anniversary of its Grant Date.
5.6
Exercise of Options. Except as otherwise provided in the Plan or in a related Award Agreement, an Option may
be exercised for all or any portion of the Shares for which it is then exercisable. An Option shall be exercised by the delivery
of a notice of exercise to the Company or its designee in a form specified by the Committee that sets forth the number of
Shares with respect to which the Option is to be exercised and full payment of the exercise price for such Shares. The
exercise price of an Option shall be paid in cash or its equivalent or in such other form, if and to the extent permitted by the
Committee, in its sole discretion, including: (a) by tendering (either by actual delivery or attestation) previously acquired
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Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate exercise price; (b) by a cashless
exercise (including by withholding Shares deliverable upon exercise and through a broker-assisted arrangement to the extent
permitted by applicable law); or (c) by a combination of cash (or its equivalent) and the methods described in clauses (a) and/
or (b). Subject to the terms of the Plan, as soon as practicable after receipt of the notification of exercise and full payment of
the exercise price on an Option, the Company shall cause the appropriate number of Shares to be issued to the Participant.
5.7
Dividends. Notwithstanding anything in the Plan to the contrary, in no event will dividends or dividend
equivalents be payable or credited in respect of Options.
5.8
Special Rules Applicable to Incentive Stock Options. Notwithstanding any other provision in the Plan to the
contrary:
(a) The terms and conditions of Incentive Stock Options shall be subject to, and comply with, the
requirements of Section 422 of the Code.
(b) The aggregate Fair Market Value of the Shares (determined as of the Grant Date) with respect to which
Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the
Company and its Subsidiaries) may not be greater than $100,000 (or such other amount specified in Section 422 of the Code),
as calculated under Section 422 of the Code.
(c) No Incentive Stock Option shall be granted to any Participant who, at the time the Incentive Stock
Option is granted, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or of any Subsidiary, unless: (i) the exercise price of such Incentive Stock Option is at least one
hundred ten percent (110%) of the Fair Market Value of a Share on the Grant Date of the Incentive Stock Option, and (ii) the
date on which such Incentive Stock Option will expire is not later than five (5) years from the Grant Date of the Incentive
Stock Option.
ARTICLE VI
STOCK APPRECIATION RIGHTS
6.1
Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, Stock Appreciation
Rights may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the
Committee in its sole discretion.
6.2
Award Agreement. Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall
specify the exercise price, the term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation
Right, the conditions upon which the Stock Appreciation Right shall become vested and exercisable, and such other terms
and conditions as the Committee shall determine and which are consistent with the terms and conditions of the Plan.
6.3
Exercise Price. The exercise price per Share of a Stock Appreciation Right shall be determined by the
Committee at the time the Stock Appreciation Right is granted and set forth in the related Award Agreement; provided,
however, that in no event shall the exercise price of any Stock Appreciation Right be less than one hundred percent (100%) of
the Fair Market Value of a Share on the Grant Date.
6.4
Term. The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related
Award Agreement; provided however, that in no event shall the term of any Stock Appreciation Right exceed ten (10) years
from its Grant Date.
6.5
Exercisability of Stock Appreciation Rights. A Stock Appreciation Right shall become exercisable at such
times and upon such terms and conditions as may be determined by the Committee and set forth in the related Award
Agreement. Such terms and conditions may include the satisfaction of: (a) performance goals based on one or more
Performance Criteria, and (b) time-based vesting requirements. Notwithstanding the foregoing, subject to Section 2.3 and
Article XII of the Plan or as otherwise described in the related Award Agreement in connection with a Participant’s death,
termination due to Disability, and/or Retirement, no Stock Appreciation Right shall vest, in full or in part, prior to the one (1)
year anniversary of its Grant Date.
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6.6
Exercise of Stock Appreciation Rights. Except as otherwise provided in the Plan or in a related Award
Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable.
A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a
form specified by the Committee that sets forth the number of Shares with respect to which the Stock Appreciation Right is to
be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to: (a) the excess of (i)
the Fair Market Value of a Share on the exercise date over (ii) the exercise price per Share, multiplied by (b) the number of
Shares with respect to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in full
Shares, cash, or a combination thereof, as specified by the Committee in the related Award Agreement.
6.7
Dividends. Notwithstanding anything in the Plan to the contrary, in no event will dividends or dividend
equivalents be credited or payable in respect of Stock Appreciation Rights.
ARTICLE VII
RESTRICTED STOCK
7.1
Grant of Restricted Stock. Subject to the terms and conditions of the Plan, Shares of Restricted Stock may be
granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its
sole discretion.
7.2
Award Agreement. Each Restricted Stock Award shall be evidenced by an Award Agreement that shall specify
the number of Shares of Restricted Stock, the restricted period(s) applicable to the Shares of Restricted Stock, the conditions
upon which the restrictions on the Shares of Restricted Stock will lapse, and such other terms and conditions as the
Committee shall determine and which are consistent with the terms and conditions of the Plan.
7.3
Terms, Conditions and Restrictions.
(a) The Committee shall impose such other terms, conditions, and/or restrictions on any Shares of Restricted
Stock as it may deem advisable, which may include a requirement that the Participant pay a purchase price for each Share of
Restricted Stock, restrictions based on the achievement of specific performance goals (which may be based on one or more
Performance Criteria), time-based restrictions, or holding requirements or sale restrictions placed on the Shares by the
Company upon vesting of such Restricted Stock. Notwithstanding the foregoing, subject to Section 2.3 and Article XII of the
Plan or as described in the related Award Agreement in connection with a Participant’s death, termination due to Disability,
and/or Retirement, no Restricted Stock Award shall vest, in full or in part, prior to the one (1) year anniversary of its Grant
Date.
(b) To the extent deemed appropriate by the Committee, the Company may retain the certificates
representing Shares of Restricted Stock in the Company’s possession until such time as all terms, conditions, and/or
restrictions applicable to such Shares have been satisfied or lapse.
(c) Unless otherwise provided in the related Award Agreement or required by applicable law, the
restrictions imposed on Shares of Restricted Stock shall lapse upon the expiration or termination of the applicable restricted
period and the satisfaction of any other applicable terms and conditions.
7.4
Rights Associated with Restricted Stock during Restricted Period. During any restricted period applicable to
Shares of Restricted Stock:
(a) Such Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated.
(b) Unless otherwise provided in the related Award Agreement: (i) the Participant shall be entitled to
exercise full voting rights associated with such Shares of Restricted Stock; and (ii) the Participant shall be entitled to all
dividends and other distributions paid with respect to such Shares of Restricted Stock during the restricted period; provided,
however, that notwithstanding the foregoing, any such dividends or other distributions paid in Shares shall be subject to the
same terms, conditions and restrictions (including risk of forfeiture (if applicable)) as the Restricted Stock with respect to
which they are paid.
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ARTICLE VIII
OTHER STOCK-BASED AWARDS
8.1
Grant of Other Stock-Based Awards. Subject to the terms and conditions of the Plan, Other Stock-Based
Awards may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the
Committee in its sole discretion. Other Stock-Based Awards are Awards that are valued in whole or in part by reference to,
or otherwise based on the Fair Market Value of, the Shares, and shall be in such form as the Committee shall determine,
including: (a) unrestricted Shares; or (b) time-based or performance-based restricted stock units that are settled in Shares and/
or cash. Notwithstanding the foregoing, subject to Section 2.3 and Article XII of the Plan or as otherwise described in the
related Award Agreement in connection with a Participant’s death, termination due to Disability, and/or Retirement, no Other
Stock-Based Award shall vest, in full or in part, prior to the one (1) year anniversary of its Grant Date.
8.2
Award Agreement. Each Other Stock-Based Award shall be evidenced by an Award Agreement that shall
specify the number of Other Stock-Based Awards, terms and conditions upon which the Other Stock-Based Award shall
become vested, the form of settlement, and such other terms and conditions as the Committee shall determine and which are
consistent with the terms and conditions of the Plan.
8.3
Form of Settlement. An Other Stock-Based Award may be settled in full Shares, cash, or a combination
thereof, as specified by the Committee in the related Award Agreement.
8.4
Dividend Equivalents. Awards of Other Stock-Based Awards may provide the Participant with dividend
equivalents, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided,
however, that notwithstanding the foregoing, payment of any such dividend equivalents will be subject to the same terms,
conditions, and restrictions (including risk of forfeiture (if applicable)) as the Other Stock-Based Award with respect to which
they are paid and, in no event, will any such dividend equivalents be paid unless and until the Other Stock-Based Award to
which they relate has vested.
ARTICLE IX
CASH-BASED AWARDS
Subject to the terms and conditions of the Plan, Cash-Based Awards may be granted to Participants in such amounts and
upon such other terms and conditions as shall be determined by the Committee in its sole discretion. Each such Cash-Based
Award shall be evidenced by an Award Agreement that shall specify the payment amount or payment range, the time of
settlement, and the other terms and conditions, as applicable, of such Award which may include performance objectives and
that the Cash-Based Award is a Performance-Based Award under Article X.
ARTICLE X
PERFORMANCE-BASED AWARDS
10.1
In General. Any Award may be granted as a Performance-Based Award. As determined by the Committee in
its sole discretion, the grant, vesting, exercisability, and/or settlement of any Performance-Based Award shall be conditioned
on the attainment of performance goals based upon one or more Performance Criteria during a performance period
established by the Committee.
10.2
Performance Criteria.
(a) The Performance Criteria for Performance-Based Awards shall be established by the Committee in its sole
discretion.
(b) The Performance Criteria may relate to the individual Participant, the Company, one or more of its
Affiliates, one or more of their respective divisions or business units, or any combination of the foregoing, and may be
applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof,
in each case, as determined by the Committee in its sole discretion.
(c) The Committee may, in its sole discretion, provide amounts relating to, or arising from, extraordinary
items, unusual or non-recurring events, and/or changes in applicable tax laws or accounting principles be included or
excluded from the Performance Criteria.
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10.3
Establishment of Performance Goals. With respect to Performance-Based Awards, the Committee shall
establish: (a) the applicable performance goals and performance period; and (b) the formula for computing the Performance-
Based Award.
10.4
Determination of Performance. With respect to Performance-Based Awards, the Committee shall determine,
in its sole discretion, whether the applicable performance goals and other material terms imposed on such Performance-Based
Awards have been satisfied, and, if they have, ascertain the amount of the applicable Performance-Based Award.
10.5
Increases Prohibited. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, none
of the Committee, the Board, the Company, or any Affiliate may increase the amount of compensation payable under a
Performance-Based Award. The Committee may adjust downward, but not upward, the amount payable pursuant to such an
Award, and the Committee may not waive the achievement of the applicable performance goal, except in the case of a
Change in Control, or the death, Disability, and/or Retirement of the Participant.
10.6
Dividends and Dividend Equivalents. Performance-Based Awards may provide the Participant with dividends
or dividend equivalents, as determined by the Committee, in its sole discretion, and set forth in the related Award Agreement;
provided, however, that notwithstanding the foregoing, payment of any such dividends or dividend equivalents will be
subject to the same terms, conditions, and restrictions, as are applicable to such underlying Awards, as specified in either
Section 5.7, 6.7, 7.4(b), or 8.4 of the Plan.
ARTICLE XI
TERMINATION OF EMPLOYMENT OR SERVICE
11.1
Effect of Termination of Employment or Service. With respect to each Award granted under the Plan, the
Committee shall, subject to the terms and conditions of the Plan, determine the extent to which the Award shall vest and the
extent to which the Participant shall have the right to exercise and/or receive settlement of the Award on or following the
Participant’s termination of employment or services with the Company and/or any of its Affiliates. Such provisions shall be
determined in the sole discretion of the Committee, shall be included in the related Award Agreement, need not be uniform
among all Participants or Awards granted under the Plan, and may reflect distinctions based on the reasons for termination.
Except as otherwise provided in the Plan, the vesting conditions of an Award may only be accelerated upon the death,
termination due to Disability, and/or Retirement of the Participant.
11.2
Default Provisions. If the Award Agreement does not specify the effect of a Participant’s termination of
employment or services with the Company and/or any of its Affiliates on the vesting, exercisability and/or settlement of
Awards, the following provisions shall apply:
(a) Death, Disability or Retirement. In the event of a Participant’s death, Disability, and/or Retirement: (i)
all exercisable Awards may be exercised for the remainder of the term of such Award (provided, however, that any Incentive
Stock Option that is not exercised within twelve (12) months following the Participant’s death or Disability or within three
(3) months following the Participant’s Retirement will be treated as a Nonqualified Stock Option); (ii) a pro rata portion of all
unvested Awards shall vest, as determined by the Committee in its sole discretion, based on the amount of time elapsed
during the vesting period prior to the date of death, Disability, and/or Retirement, or the attainment of the Performance
Criteria, over the portion of the performance period elapsed as of the date of death, Disability, and/or Retirement; and (iii) all
unvested Awards that do not vest pursuant to this Section 11.2(a) shall terminate and be forfeited as of the date of death,
Disability, and/or Retirement.
(b) Termination for Cause. If a Participant is terminated for Cause, all Awards that have not been exercised,
surrendered, settled, or paid (in each case, whether or not vested and/or exercisable), shall terminate and be forfeited as of the
date of termination.
(c) Other Termination. If a Participant terminates for any reason other than as specified in Sections 11.2(a)
and (b): (i) all exercisable Awards may be exercised for the remainder of the term of such Award; provided, however, that
any Incentive Stock Option that is not exercised within three (3) months following the Participant’s termination will be
treated as a Nonqualified Stock Option; and (ii) all unvested Awards shall terminate and be forfeited as of the date of
termination.
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A-9

ARTICLE XII
CHANGE IN CONTROL
12.1
In General. Except as otherwise provided in the related Award Agreement, in the event of a Change in Control,
all outstanding Awards shall become immediately vested and exercisable and the Committee, in its sole discretion, may take
such actions, if any, as it deems necessary or desirable with respect to any such Awards, including, without limitation: (a) by
providing for a cash payment in exchange for the cancellation of an Award; or (b) the issuance of substitute Awards that
substantially preserve the value, rights, and benefits of any affected Awards. With respect to Awards subject to performance-
based conditions (including Performance-Based Awards), such Awards shall become vested and exercisable and be payable
based on the greater of (i) actual performance during the applicable performance period through the date of such Change in
Control and (ii) target performance. Any action relating to an Award that is subject to Section 409A of the Code shall be
consistent with the requirements thereof.
12.2
Effect of Section 280G of the Code. Unless specified otherwise in the related Award Agreement or in another
written agreement between the Participant and the Company or any Affiliate, if the Company concludes that any payment or
benefit due to a Participant under the Plan, when combined with any other payment or benefit due to the Participant from the
Company or any of its Affiliates (collectively, the “Payor”), would be considered a “parachute payment” within the meaning
of Section 280G of the Code, the Payor will reduce the payments and benefits due to the Participant under the Plan to $1.00
less than the amount that would otherwise be considered a “parachute payment” within the meaning of Section 280G of the
Code. Any reduction pursuant to this Section 12.2 of the Plan shall be made in accordance with Section 409A of the Code
and the Treasury Regulations promulgated thereunder.
ARTICLE XIII
AMENDMENT OR TERMINATION OF THE PLAN
13.1
In General. Except as otherwise provided in the Plan, the Board or the Committee may amend or terminate the
Plan or any Award Agreement at any time; provided, however, that no amendment or termination shall be made without the
approval of the Company’s shareholders to the extent that: (a) the amendment materially increases the benefits accruing to
Participants under the Plan; (b) the amendment increases the aggregate number of Shares authorized for grant under the Plan
(excluding an increase in the number of Shares that may be issued under the Plan as a result of Section 2.4 of the Plan); (c)
the amendment materially modifies the requirements as to eligibility for participation in the Plan; or (d) such approval is
required by any applicable law, regulation, or stock exchange rule.
13.2
Awards Previously Granted. No amendment or termination of the Plan or an Award Agreement shall
adversely affect in any material way any outstanding Award previously granted under the Plan, without the written consent of
the Participant holding such Award, provided that, no such consent shall be required with respect to any amendment or
termination that the Board or the Committee determines, in its sole discretion, is necessary or advisable in order for the
Company, the Plan, or an Award to satisfy or conform to any applicable law or regulation or to meet the requirements of any
applicable accounting standard.
13.3
Repricing. Except for adjustments made pursuant to Section 2.4 of the Plan, in no event may the Board or the
Committee, without approval of the Company’s shareholders: (a) amend the terms of an outstanding Option or Stock
Appreciation Right to reduce the exercise price of such Option or Stock Appreciation Right; (b) cancel an outstanding Option
or Stock Appreciation Right in exchange for a new Option or Stock Appreciation Right with an exercise price that is less than
the exercise price of the original Option or Stock Appreciation Right; or (c) at any time when the exercise price of an
outstanding Option or Stock Appreciation Right is greater than the Fair Market Value of a Share, cancel such Option or Stock
Appreciation Right in exchange for cash or other Awards.
ARTICLE XIV
TRANSFERABILITY
14.1
Non-Transferability. Except as described in Section 14.2 of the Plan, an Award may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, except by will or the laws of descent and distribution and, during a
Participant’s lifetime, may be exercised only by the Participant or the Participant’s guardian or legal representative.
14.2
Beneficiary. Unless otherwise specifically designated by the Participant in writing, a Participant’s beneficiary
under the Plan shall be the Participant’s spouse or, if no spouse survives the Participant, the Participant’s estate.
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A-10

ARTICLE XV
MISCELLANEOUS
15.1
No Right to Continued Service or to Awards. Neither the Plan nor the granting of an Award under the Plan
shall impose any obligation on the Company or any Affiliate to continue the employment or services of a Participant or
interfere with or limit the right of the Company or any Affiliate to terminate the services of any Participant at any time. In
addition, no Participant shall have any right to be granted any Award, and there is no obligation for uniformity of treatment of
Participants. The terms and conditions of Awards and the Committee’s interpretations and determinations with respect
thereto need not be the same with respect to each Participant.
15.2
Tax Withholding.
(a) The Company or an Affiliate, as applicable, shall have the power and the right to deduct, withhold, or
collect any amount required by applicable law or regulation to be withheld with respect to any taxable event arising with
respect to an Award granted under the Plan. This amount may, as determined by the Committee in its sole discretion, be: (i)
withheld from other amounts due to the Participant, (ii) withheld from the value of any Award being settled or any Shares
being transferred in connection with the exercise or settlement of an Award, (iii) collected directly from the Participant, or
(iv) withheld using any combination of the methods described in clauses (i), (ii), or (iii).
(b) Unless a Participant has elected, with the approval of the Committee, to satisfy the withholding
requirement, in whole or in part, by having the amount withheld from other amounts due to the Participant and/or or collected
directly from the Participant, in each case, as described in Section 15.2(a), the Participant shall be deemed to have elected to
have the Company or an Affiliate, as applicable, withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the statutory total tax that could be imposed on the transaction; provided that, such Shares would
otherwise be distributable to the Participant at the time of the withholding. Any election under this Section 15.2(b) shall be
irrevocable and made in writing and shall be subject to any terms and conditions that the Committee, in its sole discretion,
deems appropriate.
15.3
Election Under Section 83(b) of the Code. In any case in which a Participant is permitted to make an election
under Section 83(b) of the Code in connection with an Award, the Participant shall notify the Company of such election
within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental authority, in
addition to any filing and notification required pursuant to Treasury Regulations issued under Section 83(b) of the Code or
other applicable provision.
15.4
Requirements of Law. The Plan, the grant and exercise of Awards hereunder, and the issuance of Shares under
such Awards shall be subject to all applicable federal, state, and local laws, rules, and regulations (including all applicable
federal and state securities laws) and to all required approvals of any governmental agencies or stock exchange, market, or
quotation system on which the Shares are then listed or traded. Without limiting the foregoing, the Company shall have no
obligation to issue Shares under the Plan prior to: (a) receipt of any approvals from any governmental agencies or stock
exchange, market, or quotation system on which the Shares are then listed or traded that the Committee deems necessary; and
(b) completion of registration or other qualification of the Shares under any applicable federal, state, or local law or ruling of
any governmental agency that the Committee deems necessary.
15.5
Legends. Certificates for Shares delivered under the Plan may be subject to such stock transfer orders and other
restrictions that the Committee deems advisable under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange, market, or quotation system upon which the Shares are then listed or traded, or
any other applicable federal, state, or local law. The Committee may cause a legend or legends to be placed on any
certificates issued under the Plan to make appropriate reference to restrictions within the scope of this Section 15.5 of the
Plan.
15.6
Uncertificated Shares. To the extent that the Plan provides for the issuance of certificates to reflect the transfer
of Shares, the transfer of Shares may be effected on an uncertificated basis, to the extent not prohibited by applicable law or
the applicable rules of any stock exchange, market, or quotation system on which the Shares are then listed or traded.
15.7
Compensation Recovery. To the extent that any applicable law, rule, regulation, or policy requires the
repayment of incentive-based compensation received by a Participant, whether paid pursuant to an Award under the Plan or
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A-11

any other incentive-based compensation maintained in the past or adopted in the future by the Company or any Affiliate, by
accepting an Award under this Plan, the Participant agrees to the repayment of such amounts to the extent required by such
applicable law, rule, regulation, or policy.
15.8
Governing Law. The Plan and all Award Agreements shall be governed by and construed in accordance with
the laws of the State of Ohio, without regard to its conflicts of law provisions.
15.9
No Impact on Benefits. Awards are not compensation for purposes of calculating a Participant’s rights under
any employee benefit plan that does not specifically require the inclusion of Awards in calculating benefits.
15.10 Rights as a Shareholder. Except as otherwise provided in the Plan or in a related Award Agreement, a
Participant shall have none of the rights of a shareholder with respect to Shares covered by an Award unless and until the
Participant becomes the record holder of such Shares.
15.11 Fractional Shares. No fractional Shares shall be issued under the Plan, and the Committee shall determine, in
its sole discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be
eliminated by rounding up or down.
15.12 Successors and Assigns. The Plan shall be binding on all successors and assigns of the Company and each
Participant, including the estate of such Participant and the executor, administrator, or trustee of such estate, or any receiver
or trustee in bankruptcy or representative of the Participant’s creditors.
15.13 Compliance With Section 409A of the Code. Awards shall be designed, granted, and administered in such a
manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code.
The Plan and each Award Agreement under the Plan that is intended to comply with the requirements of Section 409A of the
Code shall be construed and interpreted in accordance with such intent. If the Committee determines that an Award, Award
Agreement, payment, distribution, deferral election, transaction, or any other action or arrangement contemplated by the
provisions of the Plan would, if undertaken, cause a Participant to become subject to additional taxes under Section 409A of
the Code, then unless the Committee specifically provides otherwise, such Award, Award Agreement, payment, distribution,
deferral election, transaction, or other action or arrangement shall not be given effect to the extent it causes such result and
the related provisions of the Plan and Award Agreement shall be deemed modified, or, if necessary, suspended in order to
comply with the requirements of Section 409A of the Code to the extent determined appropriate by the Committee, in each
case without the consent of or notice to the Participant. The exercisability of an Option or a Stock Appreciation Right shall
not be extended to the extent that such extension would subject the Participant to additional taxes under Section 409A of the
Code. Notwithstanding any other provision of the Plan or an Award Agreement to the contrary, if an Award is not exempt
from the requirements of Section 409A of the Code, the Participant is a “specified employee” (within the meaning of Section
409A of the Code) and a payment under the Award is due as a result of such individual’s “separation from service” (as that
term is defined for purposes of Section 409A of the Code using the default rules), then no payment shall be made under the
Award due to such separation from service before the date that is six (6) months after the date on which the Participant incurs
such separation from service, except as otherwise allowed by Section 409A of the Code.
15.14 Savings Clause. In the event that any provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.
ARTICLE XVI
EFFECTIVE DATE AND TERM OF THE PLAN
The Effective Date of the Plan is [•], 2025. No Incentive Stock Options shall be granted under the Plan after [•], 2035
and no other Awards shall be granted under the Plan after the tenth (10th) anniversary of the Effective Date or, if earlier, the
date the Plan is terminated. Notwithstanding the foregoing, the termination of the Plan shall not preclude the Company from
complying with the terms of Awards outstanding on the date the Plan terminates. After the Effective Date, no grants of
awards shall be made under the Pre-existing Plan.
Table of Contents
A-12

United States
Securities and Exchange Commission
Washington, D.C. 20549

Form 10-K

(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from

to
Commission file number 000-24498
DIAMOND HILL INVESTMENT GROUP, INC.
(Exact name of registrant as specified in its charter)

Ohio

65-0190407
(State of
incorporation)

(I.R.S. Employer
Identification No.)
325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (614) 255-3333
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol

Name of each exchange on which registered
Common shares, no par value
DHIL

The Nasdaq Stock Market
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
Table of Contents

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer

☐

Accelerated filer

☒
Non-accelerated filer

☐

Smaller reporting company

☐
Emerging growth company

☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-
based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The aggregate market value of the registrant’s common shares (the only common equity of the registrant) held by non-affiliates
on The Nasdaq Global Select Market was $368,996,675, based on the closing price of $140.75 on June 30, 2024. For these
purposes only, calculation of holdings by non-affiliates is based upon the assumption that the registrant’s executive officers and
directors are affiliates.
As of February 26, 2025, the registrant had 2,787,492 outstanding common shares.
Documents Incorporated by Reference
Portions of the registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of this
Annual Report on Form 10-K.
Table of Contents

Diamond Hill Investment Group, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 2024
Index

Required Information
Page
Part I
3
Item 1. Business
3
Item 1A. Risk Factors
9
Item 1B. Unresolved Staff Comments
14
Item 1C. Cybersecurity
14
Item 2. Properties
15
Item 3. Legal Proceedings
15
Item 4. Mine Safety Disclosures
15
Part II
16
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
16
Item 6. [Reserved]
19
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
36
Item 8. Financial Statements and Supplementary Data
38
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
58
Item 9A. Controls and Procedures
58
Item 9B. Other Information
60
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
60
Part III
61
Item 10. Directors, Executive Officers and Corporate Governance
61
Item 11. Executive Compensation
61
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
61
Item 13. Certain Relationships and Related Transactions, and Director Independence
61
Item 14. Principal Accountant Fees and Services
61
Part IV
62
Item 15. Exhibit and Financial Statement Schedules
62
Item 16. Form 10-K Summary
64
Signatures
65
Table of Contents
2

PART I
Item 1.
Business
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K (this “Form 10-K”), the documents incorporated herein by reference and statements,
whether oral or written, made from time to time by representatives of Diamond Hill Investment Group, Inc., an Ohio
corporation organized in 1990 (“DHIL”, and collectively with its subsidiaries, the “Company”), may contain or incorporate
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the
“PSLR Act”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are provided under the “safe harbor” protection of
the PSLR Act. Forward-looking statements include, but are not limited to, statements regarding anticipated operating results,
prospects and levels of assets under management, technological developments, economic trends (including interest rates and
market volatility), expected transactions and similar matters. The words “may,” “believe,” “expect,” “anticipate,” “target,”
“goal,” “project,” “estimate,” “guidance,” “forecast,” “outlook,” “would,” “will,” “continue,” “likely,” “should,” “hope,”
“seek,” “plan,” “intend,” and variations of such words and similar expressions identify such forward-looking statements.
Similarly, descriptions of the Company’s objectives, strategies, plans, goals, or targets are also forward-looking statements.
Forward-looking statements are based on the Company’s expectations at the time such statements are made, speak only as of
the dates they are made and are susceptible to a number of risks, uncertainties and other factors. While the Company believes
that the assumptions underlying its forward-looking statements are reasonable, investors are cautioned that any of the
assumptions could prove to be inaccurate and, accordingly, the Company's actual results and experiences may differ materially
from the anticipated results or other expectations expressed in its forward-looking statements.
Factors that may cause such actual results or experiences to differ materially from results discussed in the forward-looking
statements include, but are not limited to: (i) any reduction in the Company’s assets under management (“AUM”) or assets
under advisement (“AUA”); (ii) withdrawal, renegotiation, or termination of investment advisory agreements; (iii) damage to
the Company’s reputation; (iv) failure to comply with investment guidelines or other contractual requirements; (v) challenges
from the competition the Company faces in its business; (vi) challenges from industry trends towards lower fee strategies and
model portfolio arrangements; (vii) adverse regulatory and legal developments; (viii) unfavorable changes in tax laws or
limitations; (ix) interruptions in or failure to provide critical technological service by the Company or third parties; (x) adverse
civil litigation and government investigations or proceedings; (xi) failure to adapt to or successfully incorporate technological
changes, such as artificial intelligence (“AI”), into the Company’s business; (xii) risk of loss on the Company’s investments;
(xiii) lack of sufficient capital on satisfactory terms; (xiv) losses or costs not covered by insurance; (xv) a decline in the
performance of the Company’s products; (xvi) changes in interest rates and inflation; (xvii) changes in national and local
economic and political conditions; (xix) the continuing economic uncertainty in various parts of the world; (xviii) the effects of
pandemics and the actions taken in connection therewith; (xx) political uncertainty caused by, among other things, political
parties, economic nationalist sentiments, tensions surrounding the current socioeconomic landscape; and (xix), other risks
identified from time-to-time in the Company’s public documents on file with the U.S. Securities and Exchange Commission
(“SEC”), including those discussed in Item 1A of this Form 10-K.
Forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements above, in Item 1A of this Form 10-K, and in the Company’s other public documents on
file with the SEC. New risks and uncertainties arise from time to time, and factors that the Company currently deems
immaterial may become material, and it is impossible for the Company to predict these events or how they may affect it. The
Company undertakes no obligation to update any forward-looking statements after the date they are made, whether as a result of
new information, future events or developments, except as required by federal securities laws, although it may do so from time
to time. Readers are advised to consult any further disclosures the Company makes on related subjects in its public
announcements and SEC filings. The Company does not endorse any projections regarding future performance that may be
made by third parties.
Table of Contents
3

Overview
DHIL derives its consolidated revenue and net income from investment advisory and fund administration services provided by
its wholly owned subsidiary, Diamond Hill Capital Management, Inc., an Ohio corporation (“DHCM”). DHCM is a registered
investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is the investment adviser
and administrator for the Diamond Hill Funds, a series of open-end mutual funds (each, a “Diamond Hill Fund”, and
collectively, the “Diamond Hill Funds”) and the Diamond Hill Securitized Credit Fund, a closed-end registered investment
company (“DHSC”, and collectively with the Diamond Hill Funds, the “Proprietary Funds”). DHCM also provides investment
advisory and related services to the Diamond Hill Micro Cap Fund, LP (“DHMF”), a private fund, as well as separately
managed accounts (“SMAs”), collective investment trusts (“CITs”), other pooled vehicles including sub-advised funds, and
model delivery programs.
The Company believes focusing on generating excellent, long-term investment outcomes and building enduring client
partnerships will enable it to grow its intrinsic value to achieve a compelling, long-term return for its shareholders.
The Company accomplishes this through its shared investment principles, including: (i) valuation-disciplined active portfolio
management, (ii) fundamental bottom-up research, (iii) a long-term, business-owner mindset, and (iv) a client alignment
philosophy that ensures clients’ interests come first. Client alignment is emphasized through: (i) a strategic capacity discipline
that protects portfolio managers’ abilities to generate excess returns, (ii) personal investment by portfolio managers in the
strategies they manage, (iii) portfolio manager compensation being driven by long-term investment results in client portfolios,
and (iv) a fee philosophy focused on a fair sharing of the economics among clients, employees, and shareholders. The
Company’s core cultural values of curiosity, ownership, trust, and respect create an environment where investment
professionals focus on investment results and all teammates focus on the overall client experience.
The Company offers a variety of investment strategies designed for long-term strategic allocations from institutionally oriented
investors in key asset classes, aligning its investment team’s competitive advantages with its clients’ needs.
Assets Under Management
DHCM’s principal source of revenue is investment advisory fee income earned from managing client accounts under
investment advisory and sub-advisory agreements. The fees earned depend on the type of investment strategy, account size,
and servicing requirements. DHCM’s revenues depend largely on the total value and composition of its AUM. Accordingly,
net cash flows from clients, market fluctuations, and the composition of AUM impact the Company’s revenues and results of
operations.
Model Delivery Programs - Assets Under Advisement
DHCM provides strategy-specific model portfolios to sponsors of model delivery programs. DHCM is paid for its services by
the program sponsors at a pre-determined rate based on AUA in the model delivery programs. DHCM does not have
discretionary investment authority over individual client accounts in the model delivery programs, and therefore, the AUA is
not included in the Company’s AUM.
The Company’s revenues are highly dependent on both the value and composition of AUM and AUA. The following is a
summary of the Company’s AUM by product and investment strategy, a roll-forward of the change in AUM, and a summary of
AUA for each of the past three years ended December 31, 2024:
Assets Under Management and Assets Under
Advisement
As of December 31,
(in millions)
2024
2023
2022
Proprietary Funds
$
18,097 $
15,879 $
14,745
Separately managed accounts

6,108
6,617
6,220
Collective investment trusts

1,947
1,359
1,040
Other pooled vehicles

3,860
3,563
2,758
Total AUM

30,012
27,418
24,763
Total AUA

1,913
1,746
1,802
Total AUM and AUA
$
31,925 $
29,164 $
26,565
Table of Contents
4

Assets Under Management
by Investment Strategy
As of December 31,
(in millions)
2024
2023
2022
U.S. Equity
Large Cap
$
17,702 $
17,307 $
16,478
Small-Mid Cap

2,009
2,588
2,646
Mid Cap

1,082
1,023
899
Select

755
593
392
Small Cap

253
255
306
Large Cap Concentrated

129
98
99
Micro Cap

33
21
15
Total U.S. Equity

21,963
21,885
20,835
Alternatives
Long-Short

1,684
1,725
1,752
Total Alternatives

1,684
1,725
1,752
International Equity
International

141
109
52
Total International Equity

141
109
52
Fixed Income
Short Duration Securitized Bond

3,732
1,948
1,308
Core Fixed Income

2,416
1,735
792
Securitized Credit

52
—
—
Long Duration Treasury

24
26
33
Total Fixed Income

6,224
3,709
2,133
Total-All Strategies

30,012
27,428
24,772
(Less: Investments in affiliated funds)(a)

—
(10)
(9)
Total AUM

30,012
27,418
24,763
Total AUA(b)

1,913
1,746
1,802
Total AUM and AUA
$
31,925 $
29,164 $
26,565
(a) Certain of the Proprietary Funds own shares of the Diamond Hill Short Duration Securitized Bond Fund. The Company reduces the total
AUM of each Proprietary Fund that holds such shares by the AUM of the investments held in this affiliated fund.
(b) AUA is primarily comprised of model portfolio assets related to the Large Cap and Select strategies.
Table of Contents
5

Change in Assets Under Management
For the Year Ended December 31,
(in millions)
2024
2023
2022
AUM at beginning of the year
$
27,418 $
24,763 $
31,028
Net cash inflows (outflows)
Proprietary Funds

726
(599)
(2,433)
Separately managed accounts

(1,269)
(416)
(73)
Collective investment trusts

403
153
486
Other pooled vehicles

(149)
368
(221)

(289)
(494)
(2,241)
Net market appreciation/(depreciation) and income

2,883
3,149
(4,024)
Increase (decrease) during the year

2,594
2,655
(6,265)
AUM at end of the year

30,012
27,418
24,763
AUA at end of year

1,913
1,746
1,802
Total AUM and AUA at end of year
$
31,925 $
29,164 $
26,565
Capacity
The Company’s ability to retain and grow its AUM has been, and will continue to be, primarily driven by delivering attractive
long-term investment results. If the Company determines the size of a strategy could impede its ability to meet its investment
objectives, the Company, where possible, may close that strategy to new clients. The Company’s commitment to capacity
discipline inherently impacts its ability to grow its AUM as investment results are prioritized over asset accumulation.
The Company’s capacity as of December 31, 2024 was estimated to be $45 billion to $55 billion in domestic equities, $20
billion to $30 billion in international equities, and $50 billion to $70 billion in fixed income. The Company’s capacity increases
with the development of new products or strategies.
Growth and Distribution Strategy
The Company’s growth centers first and foremost on delivering an investment and client experience that enables investors to
experience better outcomes over the long-term. The Company’s client alignment philosophy guides it to develop strategies and
offer vehicles that meet clients’ objectives, capitalize on its investment team’s research capabilities, and align with its
investment principles.
The Company looks to attract like-minded, long-term focused clients across all of its offerings. To ensure efficient business
development and relationship management, the Company has dedicated resources toward content-led marketing and sales
enablement efforts. The Company believes that the combination of these efforts will lead to a deeper understanding of its
investment strategies, and ultimately, longer holding periods for investors.
As an active investment boutique, the Company brings long-term oriented investment strategies to clients. Each strategy is
designed to deliver excellent, long-term investment outcomes. It is imperative that the Company attracts and retains a
diversified client base that philosophically aligns with the Company’s investment principles, long-term orientation, and
understands the outcomes the Company can provide.
The Company’s distribution team focuses primarily on asset allocators with centralized research teams, allowing it to efficiently
deliver services to a large and diversified client base. These asset allocators tend to be highly sophisticated buyers, who
conduct deep research and pair the Company’s strategies with complementary strategies to meet holistic client objectives.
These asset allocators include centralized research teams at institutional consulting firms, wirehouses, banks, independent
broker dealers (“IBD”), and independent registered investment advisory firms (“RIAs”). The Company also believes having a
focus on plan sponsors with their own investment research teams is important.
The Company’s distribution team members possess a deep understanding of the Company’s clients’ business models and needs.
The team takes a consultative, customized approach to developing and maintaining relationships.
Creating a customized approach requires integrating marketing throughout the sales process and client lifecycle. A proactive,
investment content-led marketing effort with a compelling digital ecosystem allows the Company to deliver the right content to
the right clients/prospects in the right format at all stages of the client lifecycle.
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Distribution technology and business intelligence, including the use of third-party data sets and advanced analytics, provide a
solid and scalable foundation for all client interactions. Compiling, centralizing, and analyzing data regarding trends, prospects,
purchasing patterns, and engagement informs resource allocation and segmentation of clients, enhancing the effectiveness of the
Company’s distribution efforts. The Company’s intention is to deliver investment strategies to clients in the investment vehicle
that best meets their unique needs.
Fund Administration Activities
DHCM provides fund administration services to the Proprietary Funds. Fund administration services are broadly defined to
include the following services: portfolio and regulatory compliance; treasury and financial oversight; oversight of back-office
service providers, such as the custodian, fund accountant, and transfer agent; and general business management and governance
of the Proprietary Funds.
Competition
Competition in the investment management industry is intense, and DHCM’s competitors include investment management
firms, broker-dealers, banks, and insurance companies, some of whom offer various investment alternatives, including passive
index strategies, and strategies that invest in private equity and credit. Many of DHCM’s competitors are better known, offer a
broader range of investment products, and have more dedicated resources for business development and marketing.
Regulation
The Company is subject to various federal, state, and non-U.S. laws and regulations. As a matter of public policy, regulatory
bodies are charged with safeguarding the integrity of the securities and other financial markets, and with protecting the interests
of participants in those markets, including investment advisory clients and shareholders of investment funds. If an adviser fails
to comply with these laws and regulations, these regulatory bodies have broad administrative powers, including the power to
limit, restrict, or prohibit an investment adviser from carrying on its business. Possible sanctions that regulatory bodies may
impose include civil and criminal liability, the suspension of individual employees, limitations on engaging in certain lines of
business for specified periods of time, revocation of investment adviser, broker-dealer, and other registrations, censures, and
fines.
DHCM is registered with the SEC under the Advisers Act and operates in a highly regulated environment. The Advisers Act
imposes numerous obligations on registered investment advisers, including fiduciary duties, recordkeeping requirements,
operational requirements, and disclosure obligations. All of the Proprietary Funds are registered with the SEC under the
Investment Company Act of 1940, as amended (“Company Act”), and are required to make notice filings with all states where
the Proprietary Funds are offered for sale. Virtually all aspects of DHCM’s investment advisory and fund administration
business are subject to various federal and state laws and regulations.
DHCM is a “fiduciary” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to
benefit plan clients, and therefore, is subject to ERISA regulations. ERISA and applicable provisions of the Internal Revenue
Code of 1986, as amended, impose certain duties on persons who are fiduciaries, prohibit certain transactions involving ERISA
plan clients, and provide monetary penalties for violations of these prohibitions. In recent years, the Department of Labor,
which administers ERISA, has been active in proposing and adopting regulations affecting the asset management industry.
DHCM’s trading activities for client accounts are regulated by the SEC under the Exchange Act, which includes regulations
governing trading on inside information, market manipulation, and a broad number of trading and market regulation
requirements in the United States.
The preceding descriptions of the regulatory and statutory provisions applicable to DHCM are not exhaustive or complete and
are qualified in their entirety by reference to the respective statutory or regulatory provisions. Failure to comply with these
requirements could have a material adverse effect on DHCM’s business.
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Contractual Relationships with the Diamond Hill Funds
DHCM is highly dependent on its contractual relationships with the Diamond Hill Funds. If any of DHCM’s advisory or
administration agreements with the Diamond Hill Funds were terminated or not renewed, or were amended or modified to
reduce fees, DHCM would be materially and adversely affected. DHCM generated approximately 66%, 68%, and 71% of its
2024, 2023, and 2022 revenues, respectively, from its advisory and administration agreements with the Diamond Hill Funds.
DHCM believes that it has strong relationships with the Diamond Hill Funds and their board of trustees, and DHCM has no
reason to believe that these advisory or administration contracts will not be renewed in the future. However, there is no
assurance that the Diamond Hill Funds will choose to continue their relationships with DHCM. Please see Item 1A for risk
factors regarding this relationship.
Human Capital
The Company believes its people are its greatest asset, and each role within the firm contributes to its goals of generating
excellent, long-term investment outcomes and building enduring client partnerships.
Workforce Data
Attracting, developing, and retaining talented employees is integral to the Company’s human capital strategy and critical to its
success. The Company depends on highly skilled personnel, with specialized expertise and extensive experience in the
investment management industry. The Company’s overall headcount has remained relatively consistent over the last five years,
and was 127 as of December 31, 2024, two employees fewer than as of December 31, 2023.
The average employee tenure is 8.3 years, and more than one-third of its employees have been with the Company more than 10
years. The Company’s five-year average employee turnover rate is 7.4%. The Company’s employees are based in 12 states,
and approximately 80% of its employees reside in Ohio.
As of December 31, 2024, females represented 43% of DHIL’s board of directors (“Board”), 67% of the Company’s
management team, and approximately 33% of its employees. As of December 31, 2024, racial or ethnic minorities represented
approximately 14% of the Company’s workforce and 14% of the Board. Please see additional demographic details on the
Company’s website.
Competitive Pay and Benefits
The Company’s competitive compensation and benefits are designed to help attract, retain, and motivate employees who
embody its values. The Company aligns its employees’ compensation with client outcomes, individual and team results, and
company performance.
Culture
The Company’s culture emphasizes four key values: curiosity, ownership, trust and respect. The way its employees embody
these core values creates the Company’s culture. The culture allows the Company to attract and retain employees who share its
commitment to client alignment, are motivated by investment excellence, and are committed to delivering excellent outcomes.
Diversity, equity, and inclusion is embedded in the policies, practices, and strategic initiatives of the Company, ensuring we
have teams that encourage varied points of view. The Company believes clients are best served by decision making that
engages diverse perspectives.
Our culture manifests itself in a variety of ways. Employees who are curious focus on continuous self-improvement and have a
passion for learning. They are open-minded, seek differing perspectives, and go beyond surface-level assumptions. Employees
who think and act like business owners naturally embrace a long-term mindset. They lead by example and accept
accountability for ensuring strong client outcomes. Employees who embrace trust act with integrity, are authentic and honest in
interactions with others, and put client interests ahead of all others. Employees who are motivated by giving and receiving
respect communicate and provide feedback candidly, transparently, and with positive intent. They are humble in their
assumptions and listen to better understand others. They embrace, value, and celebrate diversity, inclusion, and differences in
all forms, and recognize that transparency and accountability are critical to driving real change within the firm, in the industry,
and within their community.
The Company’s culture revolves around the fact that DHCM is a fiduciary first and foremost. The primary focus is serving its
clients. The Company’s long-term, valuation-disciplined investment principles are foundational to its culture and have been
consistently implemented since the firm’s inception. All members of the investment team believe in, and adhere to, the same
investment principles. The Company’s employees invest alongside its clients, and portfolio managers have significant personal
investments in the strategy or strategies they manage.
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SEC Filings
The Company maintains a website at www.diamond-hill.com. The Company’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports that it files or furnishes from time-to-
time pursuant to Section 13(a) or 15(d) of the Exchange Act, are made available free of charge, on or through the Investor
Relations section of the Company’s website, as soon as reasonably practicable after such material is electronically filed with, or
furnished to, the SEC. Information contained on the Company’s website is not part of this Form 10-K or any other report or
document that it files with, or furnishes to, the SEC. These reports are also available free of charge on the SEC’s website at
http://www.sec.gov.
ITEM 1A.
Risk Factors
The Company’s future results of operations, financial condition, liquidity, and capital resources as well as the market price of
its common shares, are subject to various risks, including those risks mentioned below and elsewhere in this Form 10-K as
well as those risks that are discussed from time-to-time in the Company’s other filings with the SEC. Investors should
carefully consider these risks before making an investment decision regarding the Company’s securities. There may be
additional risks of which the Company is currently unaware, or of which the Company currently considers to be immaterial.
The occurrence of any of these risks could have a material adverse effect on the Company’s financial condition, results of
operations, liquidity, capital resources and the value of its securities. Please see “Forward Looking Statements” within Part I,
Item 1, of this Form 10-K.
Business Risks
Poor investment results or adverse ratings of the Company’s products could affect its ability to attract new clients or could
reduce its AUM, potentially negatively impacting revenue and net income.
If the Company fails to deliver acceptable investment results for its clients, both in the short and long-term, the Company could
experience diminished investor interest and a decrease in its AUM.
Investment strategies are assessed and rated by independent third parties, including rating agencies, industry analysts, and
publications. Investors can be influenced by such ratings. If a Company strategy receives an adverse report, it could negatively
impact the Company’s AUM and revenues.
The Company’s success depends on its key personnel, and its financial performance could be negatively affected by the loss of
their services.
The Company’s success depends on highly skilled personnel, including portfolio managers, research analysts, and management,
many of whom have specialized expertise and extensive experience in the investment management industry. Financial services
professionals are in high demand, and the Company faces significant competition for qualified employees. Other than the
Company’s Chief Executive Officer, its employees do not have employment contracts and generally can terminate their
employment at any time. The Company may not be able to retain or replace key personnel. To retain or replace its key
personnel, the Company may be required to increase compensation, which would decrease its net income. The loss of key
personnel could damage the Company’s reputation and make it more difficult to retain and attract new employees and clients.
A loss of client assets resulting from the departure of key personnel may materially decrease the Company’s revenues and net
income.
The Company’s investment results and/or growth in its AUM may be constrained if appropriate investment opportunities are
not available or if the Company closes certain of its investment strategies to new investors.
The Company’s ability to deliver excellent investment results depends in large part on its ability to identify appropriate
investment opportunities in which to invest client assets. If the Company is unable to identify sufficient investment
opportunities for existing and new client assets on a timely basis, its investment results could be adversely affected. The risk
that appropriate investment opportunities may be unavailable is influenced by a number of factors, including general market
conditions, and is likely to increase if the Company’s AUM increases rapidly. The Company’s efforts to establish and develop
new strategies may face challenges or ultimately be unsuccessful, which could impact its results of operations, reputation, and/
or culture. In addition, if the Company determines that sufficient investment opportunities are not available for an investment
strategy, or it believes that it is necessary to continue to produce attractive returns from an investment strategy, the Company
will consider closing the investment strategy to new investors. If the Company misjudged the point at which it would be
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optimal to close an investment strategy, the investment results of the strategy could be negatively impacted. The Company has
closed investment strategies in the past and may do so again in the future. As of December 31, 2024, the Company does not
have any closed investment strategies.
The Company is subject to substantial competition in all aspects of its business.
The Company’s investment products compete against investment products and services from:
•
Asset management firms;
•
Mutual fund companies;
•
Commercial banks and thrift institutions;
•
Insurance companies;
•
Interval and other closed-end funds;
•
Exchange-traded funds;
•
Private funds, including hedge funds and private equity and credit funds; and
•
Brokerage and investment banking firms.
Many of the Company’s competitors have substantially greater resources and may operate in more markets or offer a broader
range of products, including passively managed or “index” products. Some of these institutions operate in a different
regulatory environment, which may give them certain competitive advantages in the investment products and portfolio
structures that they offer. The Company competes with other providers of investment services primarily based upon its
philosophy, performance, and quality of client service. Some institutions have a broader array of products and distribution
channels, which makes it more difficult for the Company to compete. If current or potential clients decide to use one of the
Company’s competitors, it could face a significant decline in AUM, AUA, revenues, and net income. If the Company is
required to lower its fees to remain competitive, its net income could be significantly reduced because some of the
Company’s expenses are fixed, especially over shorter periods of time, and its expenses may not decrease in proportion to the
decrease in revenues. Additionally, over the past several years, investors have generally shown a preference for passive
investment products over actively managed strategies. If this trend continues, the Company’s AUM, revenues, and net
income may be negatively impacted.
Industry trends towards lower fee strategies and model portfolio arrangements could adversely impact the Company’s
revenues.
Market and competitive pressures in recent years have created a trend towards lower management fees in the asset
management industry and there can be no assurance that the Company will be able to maintain its current fee structure. As a
result, a shift in the Company’s AUM from higher to lower fee generating clients and strategies could result in a decrease in
revenues even if its AUM increases or remains unchanged. Similarly, in recent years, there has been a trend in clients
shifting their assets from higher fee mutual funds and SMAs to lower fee model portfolio arrangements. As a result, a shift in
the Company’s client assets from AUM to AUA could result in a decrease in Company revenues.
The loss of access to, or increased fees required by, third-party distribution sources to market the Company’s portfolios and
access its client base could adversely affect the Company’s results of operations.
The Company’s ability to attract additional AUM is dependent on its relationship with third-party financial intermediaries. The
Company compensates some of these intermediaries for access to investors and for various marketing services provided. These
distribution sources and client bases may not continue to be accessible to the Company under reasonable terms, or at all. If
such investor access is restricted or eliminated, it could have an adverse effect on the Company’s results of operations. Fees
paid to financial intermediaries for investor access and marketing services have generally increased in recent years. If such fee
increases continue, refusal to pay them could restrict the Company’s access to those client bases while paying them could
adversely affect its profitability.
A significant portion of DHCM's revenues are based on advisory and administration agreements with the Diamond Hill Funds
that are subject to termination without cause and on short notice.
DHCM is highly dependent on its contractual relationships with the Diamond Hill Funds. If DHCM’s advisory or
administration agreements with the Diamond Hill Funds were terminated or not renewed, or were amended or modified to
reduce fees, DHCM would be materially and adversely affected. Generally, these agreements are terminable by either party
upon 60 days’ prior written notice without penalty. The Diamond Hill Funds’ agreements are subject to annual approval by
either: (i) their board of trustees, or (ii) a vote of the majority of the outstanding voting securities of each Diamond Hill Fund.
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These agreements automatically terminate in the event of their assignment by either DHCM or the Diamond Hill Funds.
DHCM generated approximately 66%, 68%, and 71% of its 2024, 2023, and 2022 revenues, respectively, from its advisory and
administration agreements with the Diamond Hill Funds, including 29% and 11% from the advisory contracts with the
Diamond Hill Large Cap Fund and the Diamond Hill Long-Short Fund during 2024. The loss of either the Diamond Hill Large
Cap Fund or Diamond Hill Long-Short Fund contracts would have a material adverse effect on DHCM. DHCM believes that it
has strong relationships with the Diamond Hill Funds and their board of trustees, and it has no reason to believe that these
advisory or administration contracts will not be renewed in the future. However, there can be no assurance that the Diamond
Hill Funds will choose to continue their relationships with DHCM.
Negative public opinion of the Company could cause it to lose clients and adversely affect its share price.
Negative public opinion can result from the Company’s actual or alleged conduct in any number of activities, including trading
practices, corporate governance and acquisitions, DEI issues, social media and other marketing activities, and actions taken by
governmental regulators and community organizations in response to any of the foregoing. Negative public opinion could
adversely affect the Company’s ability to attract and maintain clients, could expose the Company to potential litigation or
regulatory action, and could have a material adverse effect on its share price or result in heightened volatility.
Operational Risks
Cybersecurity attacks could prevent the Company from managing client portfolios, cause the unauthorized disclosure of
sensitive or confidential client or employee information or result in misappropriation of information or funds, each of which
could severely harm its business.
As part of its business, the Company collects, processes, and transmits sensitive and confidential information about its clients
and employees, as well as proprietary information about its business. The Company has policies and procedures pursuant to
which it takes numerous security measures to prevent cyberattacks of various kinds as well as fraudulent and inadvertent
activity by persons who have been granted access to such sensitive or confidential information. Nevertheless, the Company’s
systems, like all technology systems, remain vulnerable to unauthorized access, which can result in theft or corruption of
information. In addition, the Company shares information with third-party vendors upon whom it relies for various functions.
The systems of such third parties also are vulnerable to cyber threats. Unauthorized access can come from unrelated third
parties through the internet, from access to hardware removed from the Company’s or those third parties’ premises, or from
employees acting intentionally or inadvertently.
Cybersecurity incidents can involve, among other things: (i) deliberate attacks designed to corrupt the Company’s information
systems and make them unusable by the Company to operate its business; (ii) theft of information used by the perpetrators for
financial and other gain; or (iii) inadvertent releases of information by employees or third parties with whom the Company does
business.
Cyberattacks that corrupt the Company’s information systems and make them unusable could impair its ability to trade
securities in its clients’ accounts. Corruption of the systems of the Company’s third-party vendors could impact the Company
to the same extent as corruption of its own systems. If information about the Company’s employees or clients is intentionally
stolen or inadvertently made public, that information could be used to commit identity theft, obtain credit in an employee’s or
client’s name, or steal from an employee or client. If information about the Company’s business is obtained by unauthorized
persons, whether through intentional attacks or inadvertent releases of information, it could be used to harm its competitive
position.
Whether information is corrupted, stolen, or inadvertently disclosed, and regardless of the type and nature of the information
(e.g., proprietary information about the Company’s business or personal information about clients or employees), it could have
various adverse impacts on, and be materially harmful to, the Company, including the following:
•
The Company’s reputation could be harmed, resulting in the loss of clients, vendors, and employees or making
payments or concessions to such persons to maintain its relationships with them;
•
The Company’s inability to operate its business fully, even if temporarily, and thus, fulfill contracts with clients or
vendors, could result in termination of contracts and loss of revenue;
•
Harm suffered by clients or vendors whose contracts have been breached, or by clients, vendors, or employees whose
information is compromised, could result in costly litigation against the Company;
•
The Company’s need to focus attention on remediation of a cybersecurity issue could take its attention away from the
operation of its business, resulting in lost revenue;
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•
The Company could incur costs to repair systems made inoperable by a cyberattack and to make changes to its systems
to reduce future cyber threats. Those changes could include, among other things, obtaining additional technologies as
well as employing additional personnel and training employees;
•
The interruption of the Company’s business or theft of proprietary information could harm its ability to compete; and
•
Any losses that the Company may be responsible to bear may not be covered by insurance.
Any of the above potential impacts of a cybersecurity incident, individually or collectively, could have a material adverse effect
on the Company’s business, financial condition, and results of operations.
The Company may not be able to adapt to technological change.
The financial services industry is continually undergoing rapid technological change with frequent introductions of new
technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions
to better serve clients while reducing costs. The Company’s future success depends, in part, upon its ability to address client
needs by using technology to provide products and services that will satisfy client demands, as well as to create additional
efficiencies in its operations. The Company may not be able to implement effectively new technology-driven products and
services or be successful in marketing these products and services to its clients. Failure to successfully keep pace with
technological changes affecting the financial services industry could negatively affect the Company’s growth, revenue, and
profit.
The Company operates in an intensely competitive business environment. It may not be as successful as its competitors
incorporating AI into its business or adapting to a rapidly changing marketplace.
The Company’s competitors may be larger, more diversified, better funded, and have access to more advanced technology,
including generative AI. These competitive advantages may enable its competition to innovate better and more quickly, or to
compete more effectively on quality and price, which could cause the Company to lose business and profitability. Burgeoning
interest in AI may increase competition and disrupt the Company’s business model. AI may lower barriers to entry in the
industry and the Company may be unable to effectively compete with the products or services offered by new competitors. AI-
related changes to the products and services on offer may affect customer expectations, requirements, or tastes in ways that the
Company cannot adequately anticipate or adapt to, causing its business to lose revenues, market share, or the ability to operate
profitably and sustainably.
Operational risks may disrupt the Company’s business, result in losses, or limit its growth.
The Company is dependent on the capacity and reliability of the communications, information, and technology systems
supporting its operations, whether developed, owned, or operated internally by the Company or by third parties. Operational
risks, such as trading or operational errors, interruption of the Company’s financial, accounting, trading, compliance, and other
data processing systems, the loss of data contained in such systems, or compromised systems due to cyberattack, could result in
a disruption of the Company’s business, liability to clients, regulatory intervention, or reputational damage, and thus, adversely
affect its business.
Employee misconduct could harm the Company by impairing its ability to attract and retain clients and subjecting the Company
to significant legal liability, regulatory scrutiny and reputational harm.
The Company’s controls and procedures may fail or be circumvented, its risk management policies and procedures may be
inadequate,and operational risks could adversely affect its reputation and financial condition.
The Company has developed and continues to update strategies and procedures specific to its business for managing risks,
which include market risk, liquidity risk, operational risk and reputational risk. Management of these risks can be very complex.
These strategies and procedures may fail under some circumstances, particularly if the Company is confronted with risks that it
has underestimated or not identified. Some of the Company’s risk evaluation methods depend upon information provided by
others and public information regarding markets, clients, or other matters that are otherwise accessible by the Company. If the
Company’s policies and procedures are not fully effective or it is not successful in capturing all risks to which it is or may be
exposed,the Company may suffer harm to its reputation or be subject to litigation or regulatory actions that could have a
material adverse effect on its business, results of operations,or financial condition.
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Industry, Market, and Economic Risks
The Company’s AUM, which impacts revenue, is subject to significant fluctuations.
The majority of the Company’s revenue is calculated as a percentage of AUM or is related to the general performance of the
equity securities markets. A decline in securities prices or in the sale of investment products, or an increase in client
redemptions, generally will reduce revenue and net income. Financial market declines will generally negatively impact the
level of the Company’s AUM, and consequently, its revenue and net income. A recession or other economic or political events,
whether in the United States or globally could also adversely impact the Company’s revenue, if such events led to a decreased
demand for products, a higher redemption rate, or a decline in securities prices. Investor interest in the Company’s fixed
income strategies is affected by changes in interest rates and the overall credit environment. In addition, the majority of the
Company’s existing AUM is managed in primarily long-only, equity investment strategies, which exposes it to greater risk than
certain of its competitors who may manage assets in more diverse strategies.
The Company’s investment approach may underperform other investment approaches during certain market conditions.
The Company’s investment strategies are best suited for investors with long-term investment time horizons. The Company’s
investment strategies may not perform well during certain periods of time. Additionally, the Company has, and is expected to
continue to have, common positions and industry concentrations across its strategies at the same time. As such, factors
leading to underperformance may impact multiple strategies simultaneously.
The Company’s investment income and asset levels may be negatively impacted by fluctuations in its investment portfolio.
The Company currently has a substantial portion of its assets invested in investment strategies that it manages. All of these
investments are subject to market risk and the Company’s non-operating investment income could be adversely affected by
market performance. Fluctuations in investment income are expected to occur in the future.
Trading in DHIL common shares is limited, which may adversely affect the time and the price at which shareholders can sell
their shares.
Although DHIL common shares are listed on The Nasdaq Global Select Market, the shares are held by a relatively small
number of shareholders, and trading in its common shares is relatively inactive. Certain shareholders, including certain of the
Company’s directors and officers, own a significant number of shares. The spread between the bid and the ask prices is often
wide. As a result, shareholders may not be able to sell their shares on short notice, and the sale of a large number of shares at
one time could temporarily depress the market price.
Regulatory Risks
Changes in tax laws and unanticipated tax obligations could have an adverse impact on the Company’s financial condition,
results of operations, and cash flow.
The Company is subject to federal, state, and local income taxes in the United States. We cannot predict future changes in the
tax regulations to which we are subject, and any such changes could have a material impact on our tax liability or result in
increased costs of our tax compliance efforts. Tax authorities may disagree with certain positions that the Company has taken
or may implement changes in tax policy, which may result in the assessment of additional taxes on the Company. The
Company regularly assesses the appropriateness of its tax positions and reporting. The Company cannot provide assurances,
however, that tax authorities will agree with the positions it has taken, or that the Company will accurately predict the outcomes
of audits, and the actual outcomes of these audits could be unfavorable.
The Company’s business is subject to substantial governmental regulation, which can change frequently and may increase costs
of compliance, reduce revenue, result in fines, penalties, and lawsuits for noncompliance, and adversely affect its results of
operations and financial condition.
The Company’s business is subject to a variety of federal securities laws, including the Advisers Act, the Company Act, the
Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the U.S. PATRIOT Act of 2001, and the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010, each as amended. In addition, the Company is subject to significant
regulation and oversight by the SEC. Changes in legal, regulatory, accounting, tax, and compliance requirements could have a
significant effect on the Company’s operations and results, including, but not limited to, increased expenses and reduced
investor interest in certain funds and other investment products that the Company offers. The Company continually monitors
legislative, tax, regulatory, accounting, and compliance developments that could impact its business. The Company and its
directors, officers, and employees could be subject to lawsuits or regulatory proceedings for violations of such laws and
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regulations, which could result in the payment of fines or penalties and cause reputational harm to the Company, which could
negatively affect its financial condition and results of operations, as well as divert management’s attention from its operations.
General Risk Factors
The Company’s insurance policies may not cover all losses and costs to which it may be exposed.
The Company carries insurance in amounts and under terms that it believes are appropriate. The Company’s insurance may not
cover all liabilities and losses to which it may be exposed. Certain insurance coverage may not be available or may be
prohibitively expensive in future periods. As the Company’s insurance policies come up for renewal, it may need to assume
higher deductibles or pay higher premiums, which could have an adverse impact on its results of operations and financial
condition.
Natural disasters, global pandemics, and other unpredictable events could adversely affect the Company’s operations.
Natural disasters, outbreaks of epidemics or pandemics, terrorist attacks, extreme weather events or other unpredictable events
could adversely affect the Company’s revenues, expenses, and net income by:
•
Decreasing investment valuations in, and returns on, the investment portfolios that the Company manages and its
corporate investments, thus, causing reductions in AUM, AUA, and revenue;
•
Causing disruptions in national or global economies that decrease investor confidence and make investment products
generally less attractive;
•
Reducing the availability of key personnel necessary to conduct the Company’s business activities;
•
Interrupting the Company’s business operations or those of critical service providers;
•
Triggering technology delays or failures; and/or
•
Requiring substantial capital expenditures and operating expenses to restore the Company’s operations.
The Company has developed various backup systems and contingency plans but cannot be assured that those preparations will
be adequate in all circumstances that could arise, or that material interruptions and disruptions will not occur. The Company
also relies to varying degrees on outside vendors for service delivery in addition to technology and disaster contingency
support. There is a risk that these vendors will not be able to perform in an adequate and timely manner. If the Company’s
operations or its employees’ ability to perform their duties is temporarily disrupted, or if the Company is unable to respond
adequately to such an event in a timely manner, revenues, expenses, and net income could be negatively impacted.
ITEM 1B.
Unresolved Staff Comments
None.
ITEM 1C.
Cybersecurity
The Company is subject to several material risks related to cybersecurity threats. A cybersecurity attack could prevent the
Company from managing client portfolios, cause the unauthorized disclosure of sensitive or confidential client or employee
information, and/or result in misappropriation of information or funds, which individually or collectively could severely harm
its business. In 2024, the Company did not identify any cybersecurity risks that have materially affected or are reasonably likely
to materially affect its business strategy, results of operations, or financial condition. However, despite its efforts, the Company
cannot eliminate all risks from cybersecurity threats or incidents, or provide assurances that it has not experienced an
undetected cybersecurity incident. For more information about these risks, please see Item 1A.
The Company has an Information Security Committee (the “Committee”) to identify, assess, and manage cybersecurity risks
and to implement necessary policies and procedures to mitigate those risks. The Committee also coordinates employee
education efforts throughout the year. The Technology Risk & Information Security Officer serves as the Committee chair and
the day-to-day manager of the Company’s information security management systems. The Committee is comprised of
members having expertise in information technology infrastructure, data security, risk management, compliance, legal, and
business continuity and recovery efforts. The Committee identifies and assesses risks by understanding and evaluating the
Company’s systems, processes, data, and controls. This information is then augmented through participation by certain
Table of Contents
14

Committee members in industry threat intelligence groups designed to share best practices and emerging threats related to
cybersecurity. The Committee also completes a full cybersecurity risk assessment annually, which drives the implementation
of policies and procedures as well as the scope of third-party testing. The Committee has implemented an information security
program that includes a comprehensive set of cybersecurity policies and procedures that follows standards established by the
International Organization for Standardization (“ISO 27001”). The policies and procedures within the program, among other
things, are to oversee, identify, and mitigate the Company’s cybersecurity risks as well as cybersecurity risks to the Company
associated with its significant service providers and vendors. The Company’s cybersecurity policies and procedures have been
independently certified by a third party as compliant with the ISO 27001 standard. The Committee engages third-party experts
to perform penetration tests on a periodic basis and to assess whether these policies and procedures are designed appropriately
and operating effectively.
Cybersecurity oversight forms part of the Board’s risk oversight of the Company. The Board oversees efforts by management
to manage the cybersecurity risks to which the Company may be exposed. The Board receives quarterly reports and meets
periodically with the Committee chair. From its review of these reports and discussions with management and the Committee
chair, the Board ensures it has sufficient awareness of the material cybersecurity risks to which the Company is exposed,
enabling a dialogue about how management manages and mitigates those risks. The Board currently has four members who
have obtained certifications in cybersecurity oversight.
ITEM 2.
Properties
The Company leases office space and conducts its general operations at one location, the address of which is 325 John H.
McConnell Boulevard, Suite 200, Columbus, Ohio 43215. The Company does not own any real estate or interests in real estate.
ITEM 3.
Legal Proceedings
The Company is not aware of any pending legal proceedings that the Company believes will have, individually or in the , a
material adverse effect on its consolidated financial statements.
ITEM 4.
Mine Safety Disclosures
Not applicable.
Table of Contents
15

PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
The following performance graph compares the cumulative total shareholder return of an investment in DHIL common shares
to that of the Russell 2000 Index and the Russell 2000 Asset Managers & Custodians Index (the “R2000 A&C Index”) for the
five-year period ended December 31, 2024. The graph assumes that the value of the investment in DHIL common shares and
each index was $100 on December 31, 2019. Total return includes reinvestment of all dividends. The Russell 2000 Index
measures the performance of approximately 2,000 small-cap U.S. equities, and was selected as a broad equity market index
comprised of companies with comparable market capitalization to DHIL. The R2000 A&C Index is comprised of the Asset
Managers & Custodians subsector of the Russell 2000 Index, and provides a comparison to companies with comparable market
capitalization to DHIL that operate in the same industry as the Company. The historical information set forth below is not
necessarily indicative of future performance. The Company does not make or endorse any predictions as to future share
performance.
Total Return Performance
Diamond Hill Investment Group, Inc.
Russell 2000 Index
Russell 2000 Asset Managers & Custodians Index (a)
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
$60
$80
$100
$120
$140
$160
$180
$200
$220
$240
$260
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
12/31/2024
Cumulative
5 Year Total
Return
Diamond Hill Investment Group, Inc.
$100
$115
$167
$168
$156
$151
51 %
Russell 2000 Index
$100
$120
$138
$110
$128
$143
43 %
Russell 2000 Asset Managers &
Custodians Index(a)
$100
$134
$170
$132
$182
$239
139 %
Table of Contents
16

(a) The R2000 A&C Index used to calculate the returns includes the following companies by year:
2020
2021
2022
2023
2024
Arlington Asset Investment
Corp.
Arlington Asset Investment
Corp.
Associated Capital Group,
Inc.
Associated Capital Group,
Inc.
AlTi Global, Inc.
Associated Capital Group,
Inc.
Associated Capital Group,
Inc.
AssetMark Financial
Holdings, Inc.
AlTi Global, Inc.
AssetMark Financial
Holdings, Inc.
AssetMark Financial
Holdings, Inc.
AssetMark Financial
Holdings, Inc.
Artisan Partners Asset
Management, Inc.
AssetMark Financial
Holdings, Inc.
Artisan Partners Asset
Management, Inc.
Artisan Partners Asset
Management, Inc.
Artisan Partners Asset
Management, Inc.
Blucora, Inc.
Artisan Partners Asset
Management, Inc.
BrightSphere Investment
Group Inc
Ares Management
Corporation
Blucora, Inc.
Brookfield Business Corp.
Avantax, Inc.
Brookfield Business Corp.
BrightSphere Investment
Group, Inc.
BrightSphere Investment
Group, Inc.
BrightSphere Investment
Group, Inc.
Brookfield Business Corp.
Burford Capital Limited
Cohen & Steers, Inc.
Cohen & Steers, Inc.
Cohen & Steers, Inc.
BrightSphere Investment
Group, Inc.
Cohen & Steers, Inc.
Cowen Inc
Cowen Inc
Diamond Hill Investment
Group, Inc.
Cohen & Steers, Inc.
Diamond Hill Investment
Group, Inc.
Diamond Hill Investment
Group, Inc.
Diamond Hill Investment
Group, Inc.
Federated Hermes, Inc.
Diamond Hill Investment
Group, Inc.
GCM Grosvenor, Inc.
Federated Hermes, Inc.
Federated Hermes, Inc.
Focus Financial Partners, Inc. Federated Hermes, Inc.
Hamilton Lane Incorporated
Focus Financial Partners, Inc. Focus Financial Partners, Inc. GAMCO Investors, Inc.
Focus Financial Partners, Inc. Patria Investments Ltd.
GAMCO Investors, Inc.
GAMCO Investors, Inc.
GCM Grosvenor, Inc.
GCM Grosvenor, Inc.
PJT Partners, Inc.
Greenhill & Co., Inc.
GCM Grosvenor, Inc.
Greenhill & Co., Inc.
Hamilton Lane Incorporated
Perella Weinberg Partners
Hamilton Lane Incorporated
Greenhill & Co., Inc.
Hamilton Lane Incorporated
Oppenheimer Holdings Inc.
P10, Inc.
Morgan Group Holding Co.
Hamilton Lane Incorporated
Manning & Napier, Inc.
Patria Investments Ltd.
Silvercrest Asset
Management Group Inc.
Oppenheimer Holdings Inc.
MMA Capital Holdings, Inc.
Oppenheimer Holdings Inc.
PJT Partners, Inc.
StepStone Group, Inc.
PJT Partners, Inc.
Oppenheimer Holdings Inc.
PJT Partners, Inc.
Perella Weinberg Partners
Victory Capital Holdings,
Inc.
Pzena Investment
Management, Inc.
PJT Partners, Inc.
Perella Weinberg Partners
P10, Inc.
Virtus Investment Partners,
Inc.
Silvercrest Asset
Management Group Inc.
Pzena Investment
Management, Inc.
Pzena Investment
Management, Inc.
Silvercrest Asset
Management Group Inc.
WisdomTree, Inc.
Sculptor Capital
Management, Inc.
Silvercrest Asset
Management Group Inc.
Silvercrest Asset
Management Group Inc.
Sculptor Capital
Management, Inc.
StepStone Group, Inc.
Sculptor Capital
Management, Inc.
Sculptor Capital
Management, Inc.
StepStone Group, Inc.
Virtus Investment Partners,
Inc.
StepStone Group, Inc.
StepStone Group, Inc.
Victory Capital Holdings,
Inc.
Waddell & Reed Financial,
Inc.
Virtus Investment Partners,
Inc.
Victory Capital Holdings,
Inc.
Virtus Investment Partners,
Inc.
Westwood Holdings Group,
Inc.
Waddell & Reed Financial,
Inc.
Virtus Investment Partners,
Inc.
WisdomTree, Inc.
WisdomTree Investments,
Inc.
Westwood Holdings Group,
Inc.
WisdomTree, Inc.
WisdomTree Investments,
Inc.
Table of Contents
17

DHIL’s common shares trade on The Nasdaq Global Select Market under the ticker symbol DHIL. The following table sets
forth the high and low daily close prices during each quarter of 2024 and 2023:

2024
2023
High
Price
Low
Price
Quarterly
Dividend
Per Share
High
Price
Low
Price
Quarterly
Dividend
Per Share
Quarter ended:
March 31
$
166.53 $
144.68 $
1.50
$
191.47 $
158.38 $
1.50
June 30
$
159.18 $
138.79 $
1.50
$
178.18 $
156.32 $
1.50
September 30
$
163.24 $
139.35 $
1.50
$
187.24 $
161.40 $
1.50
December 31
$
171.89 $
150.15 $
1.50
$
171.99 $
147.81 $
1.50
Due to the relatively low trading volume of DHIL’s common shares, bid/ask spreads can be wide at times, and therefore, quoted
prices may not be indicative of the price a shareholder may receive in an actual transaction. During 2024 and 2023,
approximately 4,335,746 and 3,143,990, of DHIL’s common shares were traded, respectively.
Each fiscal quarter, the Board determines whether to approve and pay a regular quarterly dividend. In addition to the regular
quarterly dividends, in the fourth quarter of each fiscal year, the Board decides whether to approve and pay a special dividend.
Although DHIL currently expects to pay regular quarterly dividends, depending on the circumstances and the Board’s
judgment, DHIL may not pay quarterly or special dividends. DHIL has not paid a special dividend since 2022.
The approximate number of record holders of DHIL common shares as of February 26, 2025 was 70. The approximate number
of beneficial holders of DHIL common shares held by brokers, banks, and other intermediaries was greater than 8,000 as of
February 26, 2025.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table sets forth information regarding repurchases of DHIL common shares during the quarter ended
December 31, 2024:
Period
Total Number of
Shares
Purchased(a)
Average Price
Paid Per Share
Total Number
of Shares
Purchased
as part of Publicly
Announced
Programs(b)
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the
Programs(b)
October 1, 2024 through
October 31, 2024

10,475

161.61
— $
4,739,260
November 1, 2024 through
November 30, 2024

22,556
$
168.33
22,556
46,203,126
December 1, 2024 through
December 31, 2024

30,243
$
156.95
30,243
41,456,564
Total

63,274

52,799 $
41,456,564
(a)
The Company regularly withholds common shares for tax payments due upon the vesting of employee restricted shares.
During the quarter ended December 31, 2024, the Company withheld 10,475 DHIL common shares for employee tax
withholding obligations at an average price paid per share of $161.61.
(b)
On May 10, 2023, the Board approved a repurchase plan, authorizing management to repurchase up to $50.0 million
DHIL common shares (“2023 Repurchase Program”). On November 4, 2024, the Board terminated the 2023
Repurchase Program and authorized management to repurchase up to $50.0 million DHIL common shares in the open
market and in private transactions in accordance with applicable securities laws (“2024 Repurchase Program”). The
2024 Repurchase Program will expire on November 4, 2026, or upon the earlier completion of all authorized purchases
under the program.
In connection with the 2024 Repurchase Program, DHIL entered into a Rule 10b5-1 trading arrangement. The Rule 10b5-1
trading arrangement is intended to qualify for the safe harbor under Rule 10b5-1 of the Exchange Act. A Rule 10b5-1 trading
arrangement allows a company to purchase its stock at times when it would not ordinarily be in the market because of its
trading policies or the possession of material nonpublic information. Because repurchases under DHIL’s Rule 10b5-1 trading
Table of Contents
18

arrangement are subject to specified parameters and certain price, timing, and volume restraints specified in the plan, there is no
guarantee as to the exact number of common shares that will be repurchased or that there will be any repurchases at all pursuant
to the plan. Purchases under the 2024 Repurchase Program may be made in the open market or through privately negotiated
transactions. Purchases in the open market are intended to comply with Rule 10b-18 under the Exchange Act.
Sale of Unregistered Securities
During the quarter ended December 31, 2024, DHIL did not sell any common shares that were not registered under the
Securities Act.
ITEM 6.
[Reserved]
ITEM 7.

In this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), the
Company discusses and analyzes its consolidated results of operations for the past three fiscal years and other factors that may
affect its future financial performance. This discussion should be read in conjunction with the Company’s consolidated
financial statements and notes to consolidated financial statements contained in this Form 10-K.
Certain statements the Company makes under this MD&A constitute “forward-looking statements” under the PSLR Act. See
“Cautionary Note Regarding Forward-Looking Statements” in Part I, Item 1. You should also consider the Company’s
forward-looking statements in light of the risks discussed Part I, Item 1A, as well as the Company’s consolidated financial
statements, related notes and other financial information appearing elsewhere in this Form 10-K and its other filings with the
SEC.
Business Environment1
The investment management industry experienced notable shifts in 2024, influenced by investor preferences, market conditions,
and macroeconomic developments. The performances of the U.S. and international equity markets, as well as the U.S. fixed
income market, has a direct impact on the Company’s operations and financial position. Returns of several major equity and
fixed income market indexes for 2024 were as follows:
2024
Russell 1000 Index
24.51%
Russell 2000 Index
11.54%
Russell 3000 Index
23.81%
MSCI ACWI ex USA Index
5.53%
Bloomberg Barclays U.S. Aggregate Index
1.25%
Bloomberg Barclays U.S. 1-3 Yr. Gov./Credit Index
4.36%
Equity Market Conditions
The U.S. equity markets experienced gains in 2024. The Russell 3000 Index rose +23.8%, with large-cap stocks leading at
+24.5%, while mid-cap stocks gained +15.3% and small-cap stocks increased +11.5%.
Growth stocks outperformed value stocks for the second consecutive year, continuing the trend observed for most of the last
decade. The Russell 1000 Growth Index (R1000G) returned 33.4%, exceeding the Russell 1000 Value Index (R1000V) by 19
percentage points (14.4%). This differential was 31-percentage-points in 2023, marking the widest two-year growth-stock
advantage since the beginning of Russell's large cap style data, which goes back to 1979. The performance gap was narrower in
Table of Contents
19
1 All net asset and flow data stated in this MD&A are sourced from Morningstar, Inc. © 2024/2025 Morningstar, Inc. All rights
reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be
copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers
are responsible for any damages or losses arising from any use of this information. Past performance is not a guarantee of future
results.

smaller capitalization stocks, with the Russell 2000 Growth Index outperforming the Russell 2000 Value Index by
approximately 7 percentage points.
The MSCI ACWI ex-U.S. Index increased 5.5% in 2024, marking a second consecutive year of gains. Despite positive returns,
asset allocators continue to evaluate the appropriate allocation to international stocks in portfolios. Historically, market
leadership has rotated between U.S. and international equities, but U.S. stocks have maintained a prolonged period of relative
outperformance.
Fixed Income Market Conditions
The U.S. fixed income market posted a +1.25% return in 2024, as measured by the Bloomberg U.S. Aggregate Bond Index.
Though relatively modest, this reflects a market adjusting to shifting interest rate expectations.
The Federal Reserve cut interest rates three times in 2024, reducing the federal funds rate by 50 basis points in September and
25 basis points in both November and December. Inflation remained relatively unchanged from the end of 2023 to the end of
2024.
Treasury yields fluctuated throughout 2024 but ended the year slightly up. The 2-year Treasury yield rose by 0.02 percentage
points, and the 10-year Treasury yield increased by 0.70 percentage points.
Investment Flows and Market Trends
Total mutual fund and exchange-traded fund (ETF) inflows reached $720 billion in 2024, the second-highest annual inflow
recorded in the past 25 years. Passively managed strategies accounted for $885 billion in inflows, while actively managed funds
experienced $166 billion in outflows. Investors allocated $1.2 trillion to ETFs, while mutual funds saw $388 billion in outflows,
continuing a multi-year trend of preference for ETFs.
Within U.S. equities, large-cap ETFs received $514 billion in inflows, while large-cap mutual funds saw $318 billion in
outflows.
In fixed income, taxable bond funds had $483 billion in inflows, led by $135 billion into the intermediate core bond category.
ETF market share within this category increased from 16% in 2020 to 22% in 2024.
The market for actively managed ETFs expanded, with 500 new products introduced and $285 billion in inflows, representing
26% of total ETF flows.
Shifts in Investment Vehicles and Distribution
Investment vehicle preferences continued to change, with increased use of separately managed accounts (SMAs) and model
delivery programs. These options offer tax efficiency and customization, leading to broader adoption among institutional and
high-net-worth investors.
Other investment structures, such as closed-end registered investment companies, collective investment trusts (CITs), private
funds, and other pooled vehicles, remain relevant. Private market allocations within institutional investor’s portfolios have
continued to grow.
Investment Results
It is imperative that the Company generate strong long-term investment results. Strong investment performance is the key driver
of long-term success and meaningfully influences the Company’s ability to attract and retain clients.
The strategies offered by the Company have generally tended to fare well compared to their peers in the relevant Morningstar
categories. Relative returns versus core benchmarks have been more challenging, as many valuation-sensitive investors have
struggled to keep pace with core benchmarks.
Below is a summary of the performance of the Diamond Hill Funds compared to their respective Morningstar categories and
the Company’s investment strategy composite returns compared to their respective benchmarks. Note that a number of the
Company’s strategies do not yet have a 10-year track record. To see more detail, a table is included below these illustrations
which provides information on inception date, performance since inception, and the U.S. equity strategies' performance relative
to the Core and Value benchmarks.
Table of Contents
20

1 Year
3 Year
5 Year
10 Year
Inception
% Funds Outperform
Morningstar Category Average
50.00 %
60.00 %
66.67 %
50.00 %
80.00 %
% Assets Outperform
Morningstar Category Average
34.92 %
44.86 %
44.95 %
87.90 %
99.00 %
% Composites Outperform
Performance Benchmark
46.15 %
53.85 %
40.00 %
— %
69.23 %
% Assets Outperform
Performance Benchmark
23.74 %
24.27 %
23.34 %
— %
81.86 %
% Composites Outperform
Supplemental Benchmark
14.29 %
28.57 %
57.14 %
57.14 %
85.71 %
% Assets Outperform
Supplemental Benchmark
1.19 %
4.23 %
76.67 %
76.67 %
94.67 %
Source: © 2024 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/
or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely.
Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this
information. Past performance is not a guarantee of future results.
The total number of funds included in the 1-, 3-, 5-, and 10-year periods are 10, 10, 9, and 6, respectively. The percentage of
Diamond Hill Fund assets that outperform is based on the Diamond Hill Fund assets as of December 31, 2024. Total fund assets
for the 1-, 3-, 5-, and 10-year periods are $18.0B, $18.0B, $18.0B, and $12.4B, respectively, which represents between 41%
and 60% of total Company assets for each period.
The percentage of the Company’s composites that outperform their benchmark includes all its composites (excluding Long-
Duration Treasury) versus the performance benchmark for each composite, except for the Long-Short Composite which uses a
blended index that is a 60%/40% weighted blend of the Russell 1000 Index and the Bloomberg U.S. Treasury Bills 1-3 Month
Index as of December 31,2024. The percentage of composite assets that outperform is based on total Company composite assets
as of December 31, 2024, excluding wrap fee accounts and restricted accounts. Composite net returns are calculated using the
highest applicable standard separate account fee schedule. Total composite assets for the 1-, 3-, 5-, and 10-year periods are
$26.4B, $26.4B, $26.1B, and $20.3B, respectively, which represents between 67% and 88% of total Company assets for each
period.
While the Company’s equity-focused strategies use core benchmarks to evaluate investment performance over full market
cycles, many clients also compare results to value benchmarks. The following is a summary of the investment returns for each
of the Company’s strategies as of December 31, 2024, relative to their respective core and value indices, as applicable.
Table of Contents
21

As of December 31, 2024
U.S. Equity Composites
Inception
1 Year
3 Year
5 Year
10 Year
Since
Inception
Diamond Hill Large Cap
6/30/2001
12.06 %
3.35 %
8.70 %
9.54 %
9.13 %
Russell 1000 Index
24.51 %
8.41 %
14.28 %
12.87 %
9.08 %
Russell 1000 Value Index
14.37 %
5.63 %
8.68 %
8.49 %
7.60 %
Diamond Hill Large Cap Concentrated
12/31/2011
14.28 %
5.01 %
10.00 %
10.40 %
12.17 %
Russell 1000 Index
24.51 %
8.41 %
14.28 %
12.87 %
14.61 %
Russell 1000 Value Index
14.37 %
5.63 %
8.68 %
8.49 %
11.23 %
Diamond Hill Mid Cap
12/31/2013
10.61 %
1.83 %
6.42 %
7.38 %
7.43 %
Russell Midcap Index
15.34 %
3.79 %
9.92 %
9.63 %
9.95 %
Russell Midcap Value Index
13.07 %
3.88 %
8.59 %
8.10 %
8.69 %
Diamond Hill Small-Mid Cap
12/31/2005
8.31 %
1.45 %
6.80 %
7.30 %
8.32 %
Russell 2500 Index
12.00 %
2.39 %
8.77 %
8.85 %
8.82 %
Russell 2500 Value Index
10.98 %
3.81 %
8.44 %
7.81 %
7.86 %
Diamond Hill Small Cap
12/31/2000
13.29 %
6.04 %
9.63 %
7.25 %
10.04 %
Russell 2000 Index
11.54 %
1.24 %
7.40 %
7.82 %
8.02 %
Russell 2000 Value Index
8.05 %
1.94 %
7.29 %
7.14 %
8.44 %
Diamond Hill Select
6/30/2000
13.14 %
6.98 %
13.38 %
10.91 %
10.62 %
Russell 3000 Index
23.81 %
8.01 %
13.86 %
12.55 %
7.97 %
Russell 3000 Value Index
13.98 %
5.41 %
8.60 %
8.40 %
7.80 %
Diamond Hill Micro Cap
9/30/2021
23.63 %
12.14 %
N/A
N/A
14.75 %
Russell Micro Cap Index
13.70 %
(1.00) %
N/A
N/A
(1.74) %
Alternative Composites
Diamond Hill Long-Short
6/30/2000
10.97 %
4.98 %
6.90 %
6.66 %
7.36 %
60% Russell 1000 Index / 40% BofA ML U.S. T-Bill
0-3 Month Index
16.63 %
7.00 %
9.87 %
8.61 %
5.77 %
International Composites
Diamond Hill International
12/31/2016
4.03 %
2.14 %
5.14 %
N/A
8.18 %
MSCI ACWI ex USA Index
5.53 %
0.82 %
4.10 %
N/A
6.23 %
Fixed Income Composites
Diamond Hill Short Duration Securitized Bond
7/31/2016
9.40 %
4.85 %
4.11 %
N/A
4.01 %
Bloomberg Barclays U.S. 1-3 Yr. Gov./Credit Index
4.36 %
1.69 %
1.58 %
N/A
1.65 %
Diamond Hill Core Bond
7/31/2016
3.58 %
(0.81) %
0.89 %
N/A
1.89 %
Bloomberg Barclays U.S. Aggregate Index
1.25 %
(2.41) %
(0.33) %
N/A
0.84 %
Diamond Hill Securitized Credit Composite
10/31/2024
N/A
N/A
N/A
N/A
2.33 %
_______________________
-
Composite returns are net of fees.
-
Index returns do not reflect any fees.
Table of Contents
22

Key Financial Performance Indicators
There are a variety of key performance indicators that the Company monitors to evaluate its business results. The following
table presents the results of certain key performance indicators over the past three fiscal years:

For the Years Ended December 31,

2024
2023
2022
Ending AUM and AUA (in millions)
$
31,925
$
29,164
$
26,565
Average AUM and AUA (in millions)

31,610

27,321

29,551
Net cash outflows (in millions)

(289)

(494)

(2,241)
Total revenue (in thousands)

151,095

136,716

154,496
Net operating income

43,892

35,504

64,331
Adjusted net operating income(a)
$
48,696
$
41,434
$
60,352
Average advisory fee rate
0.45 %
0.47 %
0.49 %
Net operating profit margin
29 %
26 %
42 %
Adjusted net operating profit margin(a)
32 %
30 %
39 %
(a) Adjusted net operating income and adjusted net operating profit margin are non-GAAP financial measures. See the “Non-GAAP
Financial Measures and Reconciliation” section in this MD&A for the definitions of “GAAP” and “non-GAAP” as well as a reconciliation
of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.
Assets Under Management
The Company derives revenue primarily from DHCM’s investment advisory and administration fees. Investment advisory and
administration fees paid to DHCM are generally based on the value of the investment portfolios it manages and fluctuate with
changes in the total value of its AUM. The Company, through DHCM, recognizes revenue when DHCM satisfies its
performance obligations under the terms of a contract with a client.
Model Delivery Programs - Assets Under Advisement
DHCM provides strategy-specific model portfolios to sponsors of model delivery programs. DHCM is paid for its services by
the program sponsor at a pre-determined rate based on AUA in the model delivery programs. DHCM does not have
discretionary investment authority over individual client accounts in model delivery programs, and therefore, the AUA is not
included in the Company’s AUM.
The Company’s revenues are highly dependent on both the value and composition of AUM and AUA. The following is a
summary of the Company’s AUM by product and investment objective, a roll-forward of the change in AUM, and a summary
of AUA for 2024, 2023, and 2022:
Assets Under Management and Assets Under Advisement
As of December 31,
(in millions)
2024
2023
2022
Proprietary Funds
$
18,097 $
15,879 $
14,745
Separately managed accounts

6,108
6,617
6,220
Collective investment trusts

1,947
1,359
1,040
Other pooled vehicles

3,860
3,563
2,758
Total AUM

30,012
27,418
24,763
Total AUA

1,913
1,746
1,802
Total AUM and AUA
$
31,925 $
29,164 $
26,565
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23

Assets Under Management
by Investment Strategy
As of December 31,
(in millions)
2024
2023
2022
U.S. Equity
Large Cap
$
17,702 $
17,307 $
16,478
Small-Mid Cap

2,009
2,588
2,646
Mid Cap

1,082
1,023
899
Select

755
593
392
Small Cap

253
255
306
Large Cap Concentrated

129
98
99
Micro Cap

33
21
15
Total U.S. Equity

21,963
21,885
20,835
Alternatives
Long-Short

1,684
1,725
1,752
Total Alternatives

1,684
1,725
1,752
International Equity
International

141
109
52
Total International Equity

141
109
52
Fixed Income
Short Duration Securitized Bond

3,732
1,948
1,308
Core Fixed Income

2,416
1,735
792
Securitized Credit

52
—
—
Long Duration Treasury

24
26
33
Total Fixed Income

6,224
3,709
2,133
Total-All Strategies

30,012
27,428
24,772
(Less: Investments in affiliated funds)(a)

—
(10)
(9)
Total AUM

30,012
27,418
24,763
Total AUA(b)

1,913
1,746
1,802
Total AUM and AUA
$
31,925 $
29,164 $
26,565
(a) Certain of the Diamond Hill Funds own shares of the Diamond Hill Short Duration Securitized Bond Fund. The Company reduces the total
AUM of each Diamond Hill Fund that holds such shares by the AUM of the investments held in this affiliated fund.
(b) AUA is primarily comprised of Large Cap and Select strategies.
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24

Change in Assets Under Management
For the Year Ended December 31,
(in millions)
2024
2023
2022
AUM at beginning of the year
$
27,418 $
24,763 $
31,028
Net cash inflows (outflows)
Proprietary Funds

726
(599)
(2,433)
Separately managed accounts

(1,269)
(416)
(73)
Collective investment trusts

403
153
486
Other pooled vehicles

(149)
368
(221)

(289)
(494)
(2,241)
Net market appreciation (depreciation) and income

2,883
3,149
(4,024)
Increase (decrease) during the year

2,594
2,655
(6,265)
AUM at end of the year

30,012
27,418
24,763
AUA at end of the year

1,913
1,746
1,802
Total AUM and AUA at end of year
$
31,925 $
29,164 $
26,565
Average AUM during the year
$
29,718 $
25,552 $
27,599
Average AUA during the year

1,892
1,769
1,952
Total Average AUM and AUA during the year
$
31,610 $
27,321 $
29,551
Net Cash Outflows Further Breakdown
For the Year Ended December 31,
(in millions)
2024
2023
2022
Net cash inflows (outflows)
Equity
$
(2,544) $
(1,865) $
(2,247)
Fixed Income

2,255
1,371
6
$
(289) $
(494) $
(2,241)
2024 Discussion of Net Cash Outflows
Flows out of the Company’s equity strategies were largely driven by flows out of its Large Cap and Small-Mid Cap strategies,
which experienced net outflows of $1.6 billion and $0.8 billion, respectively. Outflows from the equity strategies were partially
offset by fixed income net inflows of $2.3 billion, largely driven by flows into the Short Duration and Core Bond strategies,
which experienced net inflows of $1.6 billion and $0.6 billion, respectively.
2023 Discussion of Net Cash Outflows
Flows out of the Company’s equity strategies were largely driven by flows out of its Large Cap strategy, which experienced net
outflows of $1.4 billion. Net outflows from the Company’s other equity strategies totaled approximately $0.5 billion. Outflows
from the equity strategies were partially offset by fixed income net inflows of $1.4 billion into the Company’s fixed income
strategies.
2022 Discussion of Net Cash Outflows
Flows out of the Company’s equity strategies were largely driven by flows out of its Large Cap strategy, which experienced net
outflows of $1.9 billion. The Large Cap strategy was soft closed during 2022. The strategy was fully reopened on February 28,
2023. Net outflows from the Company’s other equity strategies totaled approximately $0.3 billion. The Company’s fixed
income strategies saw mixed results with net flows of $0.3 billion into its Core Bond strategy offsetting outflows from its Short
Duration Securitized Bond Fund of $0.2 billion. The Company also saw growth in its CIT offerings. In addition to new clients,
some larger plans moved from the Funds into the CITs.
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25

Consolidated Results of Operations
The following is a table and discussion of the Company’s consolidated results of operations.
(in thousands, except per share amounts and
percentages)
2024
2023
% Change
2023
2022
% Change
Total revenue
$ 151,095
$ 136,716
11%
$ 136,716
$ 154,496
(12)%
Net operating income

43,892

35,504
24%

35,504

64,331
(45)%
Adjusted net operating income (a)

48,696

41,434
18%

41,434

60,352
(31)%
Investment income (loss), net

15,119

23,071
(34)%

23,071
(20,187)
NM
Gain on sale of High Yield-Focused
Advisory Contracts(b)

—

—
NM

—

6,814
(100)%
Income tax expense

15,833

15,490
2%

15,490

14,088
10%
Net income attributable to common
shareholders

43,178

42,226
2%

42,226

40,434
4%
Earnings per share attributable to
common shareholders (diluted)
$
15.66
$
14.32
9%
$
14.32
$
13.01
10%
Adjusted earnings per share attributable
to common shareholders (diluted)(a)
$
12.92
$
10.28
26%
$
10.28
$
14.40
(29)%
Net operating profit margin
29 %
26 %
NM
26 %
42 %
NM
Adjusted net operating profit margin (a)
32 %
30 %
NM
30 %
39 %
NM
(a) Adjusted net operating income, adjusted earnings per share attributable to common shareholders (diluted), and adjusted net operating
profit margin are non-GAAP financial measures. See the “Non-GAAP Financial Measures and Reconciliation” section within this Form 10-K
for the definition of “non-GAAP” and a reconciliation of the non-GAAP financial measures to the most directly comparable financial
measures calculated and presented in accordance with GAAP.
(b) The Diamond Hill Corporate Credit and the Diamond Hill High Yield investment advisory contracts (the “High Yield-Focused Advisory
Contracts”) were sold to Brandywine Global Investment Management, LLC (“Brandywine Global”) effective July 30, 2021, and the final
payment related to the transaction occurred on July 30, 2022.
Summary Discussion of Consolidated Results of Operations - 2024 Compared to 2023
Revenue for 2024 increased $14.4 million compared to 2023, primarily due to a 16% increase in total average AUM and AUA,
partially offset by a decrease in the average advisory fee rate from 0.47% in 2023 to 0.45% in 2024. Refer to the “Revenue”
section below in this MD&A for further details on the decrease in the average advisory fee rate.
Operating profit margin was 29% for 2024 and 26% for 2023. The increase in operating profit margin was primarily driven by
compensation, and related costs, excluding deferred compensation expense (2% of the 3% margin increase) and deferred
compensation expense (1% of the 3% margin increase).
Adjusted net operating profit margin was 32% for 2024 and 30% for 2023. Adjusted net operating profit margin excludes the
impact of market movements on the deferred compensation liability and related economic hedges, and the impact of the
consolidated Diamond Hill Core Plus Bond Fund in 2024, and the Diamond Hill International Fund in 2023. Any Proprietary
Fund(s) consolidated during the applicable period are referred to as the “Consolidated Fund(s)”. Refer to Note 2 to the
consolidated financial statements for a detailed description of the funds that are consolidated in each year. Refer to the “Non-
GAAP Financial Measures and Reconciliation” section below in this MD&A for further details on adjusted net operating profit
margin.
The Company expects that its operating margin will fluctuate from period to period based on various factors, including
revenues, investment results in the strategies the Company manages, employee performance, staffing levels, and gains and
losses on investments held in the Diamond Hill Fixed Term Deferred Compensation Plan and the Diamond Hill Variable Term
Deferred Compensation Plan (together, the “Deferred Compensation Plans”).
The Company had $15.1 million in investment income due to market appreciation in 2024, compared to $23.1 million in
investment income due to market appreciation in 2023.
Income tax expense increased $0.3 million in 2024, compared to 2023. The increase in income tax expense was due to an
increase in the Company’s income before taxes, and an increase in its effective tax rate from 26.4% to 26.8% year-over-year.
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26

The increase in the Company’s effective tax rate in 2024 was due to the impact attributable to redeemable noncontrolling
interests.
The Company generated net income attributable to common shareholders of $43.2 million ($15.66 per diluted share) for 2024,
compared to $42.2 million ($14.32 per diluted share) for 2023. The year-over-year increase in net income attributable to
common shareholders was primarily due to an increase in revenues and was partially offset by lower investment income in
2024 compared to higher investment income in 2023.
Summary Discussion of Consolidated Results of Operations - 2023 Compared to 2022
Revenue for 2023 decreased $17.8 million compared to 2022, primarily due to a 7.5% decrease in total average AUM and
AUA, as well as a decrease in the average advisory fee rate from 0.49% in 2022 to 0.47% in 2023. Refer to the “Revenue”
section below in this MD&A for further details on the decrease in the average advisory fee rate.
Operating profit margin was 26% for 2023 and 42% for 2022. The decrease in operating profit margin was primarily driven by
deferred compensation expense (benefit) (7% of the 16% margin decrease), compensation, and related costs, excluding deferred
compensation (6% of the 16% margin decrease), and a combination of general and administrative, sales and marketing, and
fund administration expenses (3% of the 16% margin decrease).
Adjusted net operating profit margin was 30% for 2023 and 39% for 2022. Adjusted net operating profit margin excludes the
impact of market movements on the deferred compensation liability and related economic hedges, and the impact of the
Consolidated Funds. Refer to Note 2 to the consolidated financial statements for a detailed description of the funds that are
consolidated in each year. Refer to the “Non-GAAP Financial Measures and Reconciliation” section below in this MD&A for
further details on adjusted net operating profit margin.
The Company expects that its operating margin will fluctuate from period to period based on various factors, including
revenues, investment results in the strategies the Company manages, employee performance, staffing levels, and gains and
losses on investments held in the Deferred Compensation Plans.
The Company had $23.1 million in investment income due to market appreciation in 2023, compared to $20.2 million in
investment loss due to market declines in 2022.
The Company recorded a gain of $6.8 million from the final payment on the sale of its High Yield-Focused Advisory Contracts
during 2022.
Income tax expense increased $1.4 million for 2023, compared to 2022. The increase in income tax expense was primarily due
to an increase in the Company’s income before taxes, which was partially offset by a decrease in its effective tax rate from
27.6% to 26.4% year-over-year. The decrease in the Company’s effective tax rate in 2023 was primarily due to the benefit
attributable to redeemable noncontrolling interests.
The Company generated net income attributable to common shareholders of $42.2 million ($14.32 per diluted share) for 2023,
compared to $40.4 million ($13.01 per diluted share) for 2022. The year-over-year increase in net income attributable to
common shareholders was primarily due to investment income in 2023 compared to investment loss in 2022 due to the market
environment. The increase in investment income in 2023 was partially offset by a decline of revenues as a result of decreased
average AUM and AUA, while the investment losses in 2022 were partially offset by the recognition during 2022 of a $6.8
million gain from the final payment on the sale of the High Yield-Focused Advisory Contracts.
Revenue
(in thousands, except percentages)
2024
2023
% Change
2023
2022
% Change
Investment advisory
$ 143,342 $ 129,180
11%
$ 129,180 $ 144,326
(10)%
Fund administration, net

7,753
7,536
3%

7,536
10,170
(26)%
Total
$ 151,095 $ 136,716
11%
$ 136,716 $ 154,496
(12)%
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27

Revenue - 2024 Compared to 2023
Investment Advisory Fees. Investment advisory fees increased by $14.2 million, or 11%, from 2023 to 2024. Investment
advisory fees are calculated as a percentage of the market value of client accounts at contractual fee rates, which vary by
investment product. The increase in investment advisory fees was primarily due to an increase in total average AUM and AUA
of 16%, partially offset by a decrease in the average advisory fee rate from 0.47% to 0.45% period over period.
The average advisory fee rate for equity assets decreased from 0.49% in 2023 to 0.48% in 2024, and the average advisory fee
rate for fixed income assets remained unchanged at 0.30% in 2023 and 2024. The decrease in the total average advisory fee
rate was due to the growth in fixed income assets, which increased from 11% of total average AUM and AUA in 2023, to 15%
in 2024. The average advisory fee rate is calculated by dividing investment advisory revenues by total average AUM and AUA
during the period. If the trend in the growth in fixed income assets as a percentage of total assets continues, the total average
advisory fee rate could continue to decline.
Fund Administration Fees. Fund administration fees increased $0.2 million, or 3%, from 2023 compared to 2024. Fund
administration fees include administration fees received from the Proprietary Funds, which are calculated as a percentage of the
funds’ average AUM. This increase was primarily due to the impact of a 15% increase in the Proprietary Funds’ average AUM
from 2023 compared to 2024, partially offset by an increase in administration fees paid on behalf of the funds as a percentage
of average fund AUM.
Revenue - 2023 Compared to 2022
Investment Advisory Fees. Investment advisory fees decreased by $15.1 million, or 10%, from 2022 to 2023. Investment
advisory fees are calculated as a percentage of the market value of client accounts at contractual fee rates, which vary by
investment product. The decrease in investment advisory fees was primarily due to a decrease in total average AUM and AUA
of 7.5% and a decrease in the average advisory fee rate from 0.49% to 0.47% period over period.
The average advisory fee rate for equity assets decreased from 0.50% in 2022 to 0.49% in 2023, and the average advisory fee
rate for fixed income assets decreased from 0.31% in 2022 to 0.30% in 2023. The decrease in the total average advisory fee
rate was due to the growth in fixed income assets, which increased from 8% of total average AUM and AUA in 2022, to 11% in
2023. The average advisory fee rate is calculated by dividing investment advisory revenues by total average AUM and AUA
during the period.
Fund Administration Fees. Fund administration fees decreased $2.6 million, or 26%, from 2022 compared to 2023. Fund
administration fees include administration fees received from the Proprietary Funds, which are calculated as a percentage of the
Proprietary Funds’ average AUM. This decrease was primarily due to the impact of a 13% decrease in the Proprietary Funds’
average AUM from 2022 compared to 2023, and an increase in administration fees paid on behalf of the Proprietary Funds as a
percentage of average fund AUM.
Expenses
(in thousands, except percentages)
2024
2023
% Change
2023
2022
% Change
Compensation and related costs,
excluding deferred compensation
expense (benefit)
$
74,589 $
70,731
5%
$
70,731 $
70,505
—%
Deferred compensation expense
(benefit)

4,776
5,600
(15)%

5,600
(4,402)
NM
General and administrative

16,785
14,935
12%

14,935
13,607
10%
Sales and marketing

7,510
6,684
12%

6,684
7,160
(7)%
Fund administration

3,543
3,262
9%

3,262
3,295
(1)%
Total
$ 107,203 $ 101,212
6%
$ 101,212 $
90,165
12%
Expenses - 2024 Compared to 2023
Compensation and Related Costs, Excluding Deferred Compensation Expense. Employee compensation and related costs
(excluding deferred compensation expense) increased by $3.9 million in 2024. This increase is due to an increase in incentive
compensation of $1.8 million, an increase in salary and related benefits of $1.0 million, an increase in severance expense of
$0.9 million, and an increase in restricted stock expense of $0.2 million. On average, the Company had 128 employees in 2024
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28

and 129 employees in 2023. Incentive compensation expense can fluctuate significantly period over period as the Company
evaluates investment performance, individual performance, its own performance, and other factors.
Deferred Compensation Expense. Deferred compensation expense was $4.8 million for 2024 compared to an expense of $5.6
million for 2023, primarily due to a decrease in market appreciation on the Deferred Compensation Plans’ investments in 2024
compared to 2023.
The gain (loss) on the Deferred Compensation Plans’ investments increases (decreases) deferred compensation expense
(benefit) and is included in operating income. Deferred compensation expense (benefit) is offset by an equal amount in
investment income (loss) below net operating income on the consolidated statements of income, and thus, has no impact on net
income attributable to the Company.
General and Administrative. General and administrative expenses increased by $1.8 million, or 12%, from 2023 compared to
2024. This increase was primarily due to a $1.5 million increase in expenses to support improvements to the Company’s
research management system, cloud data platform and overall technology support, and an increase in investment research-
related expenses of $0.3 million.
Sales and Marketing. Sales and marketing expenses increased by $0.8 million, or 12%, from 2023 compared to 2024. The
increase was primarily due to an increase in payments made to third-party intermediaries as a result of the increase in the
Proprietary Funds’ average AUM period over period.
Fund Administration. Fund administration expenses increased by less than $0.1 million, or 9%, from 2023 compared to 2024.
Fund administration expenses consist of both variable and fixed expenses. The variable expenses are based on Proprietary
Fund AUM levels and the number of shareholder accounts. The increase was due to an increase in variable expenses as a result
of the increase in the Proprietary Funds’ average AUM period over period.
Expenses - 2023 Compared to 2022
Compensation and Related Costs, Excluding Deferred Compensation Expense (Benefit). Employee compensation and
related costs (excluding deferred compensation benefit) increased by $0.2 million in 2023. This increase is primarily due to an
increase in salary and related benefits of $1.3 million, and an increase in restricted stock expense of $1.0 million, partially offset
by a decrease in incentive compensation of $2.4 million. On average, the Company had 129 employees in 2023 and 2022.
Incentive compensation expense can fluctuate significantly period over period as the Company evaluates investment
performance, individual performance, its own performance, and other factors.
Deferred Compensation Expense (Benefit). Deferred compensation expense was $5.6 million for 2023 compared to a benefit
of $4.4 million for 2022, primarily due to market appreciation on the Deferred Compensation Plans’ investments in 2023
compared to market declines in 2022.
The gain (loss) on the Deferred Compensation Plans’ investments increases (decreases) deferred compensation expense
(benefit) and is included in operating income. Deferred compensation expense (benefit) is offset by an equal amount in
investment income (loss) below net operating income on the consolidated statements of income, and thus, has no impact on net
income attributable to the Company.
General and Administrative. General and administrative expenses increased by $1.3 million, or 10%, from 2022 compared to
2023. This increase was primarily due to an increase in investment research-related expenses of $0.6 million, an increase in
consulting expenses of $0.4 million, and an increase in recruiting expenses of $0.3 million.
Sales and Marketing. Sales and marketing expenses decreased by $0.5 million, or 7%, from 2022 compared to 2023. The
decrease was primarily due to a reduction in payments made to third-party intermediaries as a result of the decrease in the
Proprietary Funds’ average AUM period over period.
Fund Administration. Fund administration expenses decreased by less than $0.1 million, or 1%, from 2022 compared to 2023.
Fund administration expenses consist of both variable and fixed expenses. The variable expenses are based on Proprietary
Fund AUM levels and the number of shareholder accounts. The decrease was due to a reduction in variable expenses as a result
of the decrease in the Proprietary Funds’ average AUM period over period.
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29

Liquidity and Capital Resources
Sources of Liquidity
The Company’s current financial condition is liquid, with a significant amount of its assets comprised of cash and cash
equivalents, investments, accounts receivable, and other current assets. The Company’s main source of liquidity is cash flows
from operating activities, which are generated from investment advisory and fund administration fees. Cash and cash
equivalents, investments held directly by DHCM, accounts receivable, and other current assets represented $187.4 million and
$181.8 million of total assets as of December 31, 2024, and 2023, respectively. The Company believes that these sources of
liquidity, as well as its continuing cash flows from operating activities, will be sufficient to meet its current and future operating
needs for the next 12 months and beyond.
Uses of Liquidity
The Company anticipates that its main uses of cash will be for operating expenses and seed capital to fund new and existing
investment strategies. The Board and management regularly review various factors to determine whether the Company has
capital in excess of that required for its business and what the appropriate uses of any such excess capital are, including share
repurchases and/or the payment of dividends.
Share Repurchases
On November 4, 2024, the Board approved the 2024 Repurchase Program. The 2024 Repurchase Program authorizes
management to repurchase up to $50.0 million of DHIL’s common shares in the open market and in private transactions in
accordance with applicable securities laws. The 2024 Repurchase Program will expire on May 4, 2026, or upon the earlier
completion of all authorized purchases under the program. As of December 31, 2024, $41.5 million remained available for
repurchases under the 2024 Repurchase Program. Prior to the approval of the 2024 Repurchase Program, the Company
repurchased shares under similar prior repurchase programs.
The authority to repurchase shares may be exercised from time to time as market conditions warrant and is subject to regulatory
constraints. The timing, amount, and other terms and conditions of any repurchases will be determined by management in its
discretion based on a variety of factors, including the market price of such shares, corporate considerations, general market and
economic conditions, and applicable legal requirements.
The following table summarizes the Company’s annual share repurchase transactions:
Year
Total Number
of Shares
Purchased
Average Price
Paid Per Share
Purchased
Purchase Price of
Shares
Purchased
2024

195,224 $
154.92 $
30,244,638
2023

212,638
162.81
34,619,944
2022

217,009
178.45
38,726,007
Total

624,871 $
165.78 $ 103,590,589
Dividends
Fiscal 2024 was the 17th consecutive year that the Company paid a dividend.
A summary of cash dividends paid during the years ended December 31, 2024, 2023, and 2022 is presented below:
Year
Regular Dividend
Per Share
Regular Dividend
Total
Special Dividend
Per Share
Special Dividend
Total
Total Dividend
Per Share
Total Dividends
2024
$
6.00 $
16,530,676 $
— $
— $
6.00 $
16,530,676
2023
$
6.00
17,676,364 $
—
— $
6.00
17,676,364
2022
$
6.00
18,637,238 $
4.00
12,059,669 $
10.00
30,696,907
Total
$
52,844,278
$
12,059,669
$
64,903,947
On February 26, 2025, the Board approved a regular quarterly dividend for the first quarter of 2025 of $1.50 per share to be
paid on March 21, 2025, to shareholders of record at the close of business on March 10, 2025. This dividend is expected to
reduce shareholders’ equity by approximately $4.2 million. Subject to Board approval and compliance with applicable law, the
Company expects to pay a regular quarterly dividend of $1.50 per share in 2025.
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30

In addition to the regular quarterly dividends, the Board will decide whether to approve and pay an additional special dividend
in the fourth quarter of each fiscal year. After assessing the market environment, the level of share repurchases during the year,
as well as the regular quarterly dividend paid during 2024, the Board decided not to issue a special dividend in 2024. Although
the Company currently expects to continue to pay regular quarterly dividends, depending on the circumstances and the Board’s
judgment, the Company may not pay quarterly or special dividends as described.
Working Capital
As of December 31, 2024, the Company had working capital of approximately $150.4 million, compared to $146.1 million as
of December 31, 2023. Working capital includes cash and cash equivalents, accounts receivable, investments (excluding those
held in the Company’s Deferred Compensation Plans), and other current assets of DHCM, net of accounts payable and accrued
expenses, accrued incentive compensation, and other current DHCM liabilities.
The Company had no debt and the Company believes its available working capital is sufficient to cover current expenses and
presently anticipated capital expenditures.
Below is a summary of investments as of December 31, 2024 and 2023:
As of December 31,
2024
2023
Corporate Investments:
Diamond Hill International Fund
$
54,887,433 $
52,763,714
Diamond Hill Core Plus Bond Fund

35,294,858
—
Diamond Hill Micro Cap Fund, LP

15,978,910
12,482,396
Diamond Hill Large Cap Concentrated Fund

14,180,828
12,402,576
Diamond Hill Securitized Credit Fund

117,266
—
Diamond Hill Core Bond Fund

—
34,003,006
Total Corporate Investments

120,459,295
111,651,692
Deferred Compensation Plan Investments in the Funds

39,129,093
36,087,170
Total investments held by DHCM

159,588,388
147,738,862
Redeemable noncontrolling interest in the Consolidated Fund

164,593
—
Total investments
$
159,752,981 $
147,738,862
Cash Flow Analysis
Cash Flows from Operating Activities
The Company’s cash flows from operating activities are calculated by adjusting net income to reflect other significant operating
sources and uses of cash, certain significant non-cash items (such as share-based compensation), and timing differences in the
cash settlement of operating assets and liabilities. The Company expects that cash flows provided by operating activities will
continue to serve as its primary source of working capital.
In 2024, net cash provided by operating activities totaled $16.6 million. Cash provided by operating activities was primarily
driven by net income of $43.2 million as well as non-cash adjustments added back to net income consisting of share-based
compensation of $11.8 million and depreciation of $1.2 million. These cash inflows were partially offset by the net change in
securities held by the Consolidated Funds of $35.8 million and the cash impact of timing differences in the settlement of other
assets and liabilities of $3.8 million. Net cash provided by operating activities of $16.6 million was inclusive of $35.9 million
of cash used in operations by the Consolidated Funds.
In 2023, net cash provided by operating activities totaled $34.7 million. Cash provided by operating activities was primarily
driven by net income of $43.1 million as well as non-cash adjustments added back to net income consisting of share-based
compensation of $11.7 million and depreciation of $1.3 million. These cash inflows were partially offset by the net change in
securities held by the Consolidated Funds of $10.9 million and the cash impact of timing differences in the settlement of other
Table of Contents
31

assets and liabilities of $10.5 million. Net cash provided by operating activities of $34.7 million was inclusive of $9.8 million
of cash used in operations by the Consolidated Funds.
In 2022, net cash provided by operating activities totaled $39.5 million. Cash provided by operating activities was primarily
driven by net income of $36.9 million, and the add backs of net losses on investments of $24.5 million, share-based
compensation of $10.7 million, and market declines of $1.4 million. These cash inflows were partially offset by the net change
in securities held by the Consolidated Funds of $14.0 million, the cash impact of timing differences in the settlement of other
assets and liabilities of $13.2 million, and the adjustment to net income of $6.8 million for the gain on sale of the High Yield-
Focused Advisory Contracts. Net cash provided by operating activities of $39.5 million was inclusive of $9.5 million of cash
used in operations by the Consolidated Funds.
Cash Flows from Investing Activities
The Company’s cash flows from investing activities consist primarily of capital expenditures and purchases and redemptions in
its investment portfolio.
Cash flows provided by investing activities totaled $30.5 million in 2024. Cash flows provided by investing activities were
driven by proceeds from the sale of Company-sponsored investments totaling $47.0 million, partially offset by purchases of
Company-sponsored investments of $15.1 million and purchases of property and equipment of $1.4 million.
Cash flows used in investing activities totaled $4.2 million in 2023. Cash flows used in investing activities were driven by
purchases of Company-sponsored investments of $19.5 million, partially offset by proceeds from the sale of Company-
sponsored investments totaling $15.3 million.
Cash flows provided by investing activities totaled $6.0 million in 2022. The cash provided was due to proceeds from the sale
of Company-sponsored investments totaling $6.9 million and $6.8 million of proceeds received from the final payment for the
sale of the High Yield-Focused Advisory Contracts. These proceeds were partially offset by purchases of Company-sponsored
investments of $7.6 million and property and equipment purchases of $0.1 million.
Cash Flows from Financing Activities
The Company’s cash flows from financing activities consist primarily of the repurchase of DHIL common shares, dividends
paid on DHIL common shares, DHIL common shares withheld related to employee tax withholding proceeds received under
the Diamond Hill Investment Group, Inc. Employee Stock Purchase Plan (“ESPP”), and distributions to, or contributions from,
redeemable noncontrolling interest holders.
In 2024, net cash used in financing activities totaled $52.5 million, consisting of repurchases of DHIL’s common shares of
$30.2 million, the payment of dividends of $16.5 million, and the value of shares withheld to cover employee tax withholding
obligations of $6.3 million. These cash outflows were partially offset by proceeds received under the ESPP of $0.3 million and
net subscriptions received in the Consolidated Funds from redeemable non-controlling interest holders of $0.2 million.
In 2023, net cash used in financing activities totaled $46.7 million, consisting of repurchases of DHIL’s common shares of
$34.6 million, the payment of dividends of $17.7 million, and the value of shares withheld to cover employee tax withholding
obligations of $5.2 million. These cash outflows were partially offset by net subscriptions received in the Consolidated Funds
from redeemable non-controlling interest holders of $10.4 million and proceeds received under the ESPP of $0.4 million.
In 2022, net cash used in financing activities totaled $62.9 million, consisting of repurchases of DHIL’s common shares of
$38.7 million, the payment of dividends of $30.7 million, and the value of shares withheld to cover employee tax withholding
obligations of $3.4 million. These cash outflows were partially offset by net subscriptions received in the Consolidated Funds
from redeemable non-controlling interest holders of $9.5 million and proceeds received under the ESPP of $0.5 million.
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32

Supplemental Consolidated Cash Flow Statement
The following table summarizes the condensed cash flows for 2024, 2023, and 2022 that are attributable to the Company and to
the Consolidated Funds, and the related eliminations required in preparing the consolidated financial statements.
Year Ended December 31, 2024
Cash flow
attributable to
Diamond Hill
Investment
Group, Inc.
Cash flow
attributable to
Consolidated
Funds
Eliminations
As reported on
the
Consolidated
Statement of
Cash Flows
Cash flows from operating activities:
Net income
$
43,177,729 $
(226,242) $
226,431 $
43,177,918
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation

1,224,475
—
—
1,224,475
Share-based compensation

11,821,490
—
—
11,821,490
Net gains on investments

(7,799,438)
226,242
(506,951)
(8,080,147)
Net change in securities held by Consolidated
Funds

—
(35,809,404)
—
(35,809,404)
Other changes in assets and liabilities

4,345,935
(81,415)
—
4,264,520
Net cash provided by operating activities

52,770,191
(35,890,819)
(280,520)
16,598,852
Net cash (used in) provided by investing activities

(5,413,528)
—
35,925,520
30,511,992
Net cash used in financing activities

(52,723,938) $
35,890,819 $ (35,645,000)
(52,478,119)
Net change during the year

(5,367,275)
—
—
(5,367,275)
Cash and cash equivalents at beginning of year

46,991,879
—
—
46,991,879
Cash and cash equivalents at end of year
$
41,624,604
—
— $
41,624,604
Year Ended December 31, 2023
Cash flow
attributable to
Diamond Hill
Investment
Group, Inc.
Cash flow
attributable to
Consolidated
Funds
Eliminations
As reported on
the
Consolidated
Statement of
Cash Flows
Cash flows from operating activities:
Net income
$
42,226,422 $
3,818,572 $
(2,959,446) $
43,085,548
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation

1,289,315
—
—
1,289,315
Share-based compensation

11,691,890
—
—
11,691,890
Net gains on investments

(15,677,551)
(3,818,572)
2,959,446
(16,536,677)
Net change in securities held by Consolidated
Funds

—
(10,930,911)
—
(10,930,911)
Other changes in assets and liabilities

4,959,742
1,110,217
—
6,069,959
Net cash provided by operating activities

44,489,818
(9,820,694)
—
34,669,124
Net cash used in investing activities

(3,675,461)
—
(530,163)
(4,205,624)
Net cash used in financing activities

(57,017,780) $
9,820,694 $
530,163
(46,666,923)
Net change during the year

(16,203,423)
—
—
(16,203,423)
Cash and cash equivalents at beginning of year

63,195,302
—
—
63,195,302
Cash and cash equivalents at end of year
$
46,991,879
—
— $
46,991,879
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33

Year Ended December 31, 2022
Cash flow
attributable to
Diamond Hill
Investment
Group, Inc.
Cash flow
attributable to
Consolidated
Funds
Eliminations
As reported on
the
Consolidated
Statement of
Cash Flows
Cash flows from operating activities:
Net income
$
40,434,107 $ (11,739,448) $
8,176,103 $
36,870,762
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation

1,377,610
—
—
1,377,610
Share-based compensation

10,660,673
—
—
10,660,673
Gain on sale of High Yield-Focused Advisory
Contracts

(6,813,579)
—
—
(6,813,579)
Net losses on investments

21,552,322
11,739,448
(8,819,876)
24,471,894
Net change in securities held by Consolidated
Funds

—
(14,039,687)
—
(14,039,687)
Other changes in assets and liabilities

(17,563,539)
4,518,501
—
(13,045,038)
Net cash provided by operating activities

49,647,594
(9,521,186)
(643,773)
39,482,635
Net cash provided by investing activities

5,330,622
—
703,249
6,033,871
Net cash used in financing activities

(72,333,307) $
9,521,186 $
(59,476)
(62,871,597)
Net change during the year

(17,355,091)
—
—
(17,355,091)
Cash and cash equivalents at beginning of year

80,550,393
—
—
80,550,393
Cash and cash equivalents at end of year
$
63,195,302
—
— $
63,195,302
Material Cash Commitments
The Company’s material cash commitments consist of its obligations under its Deferred Compensation Plans, lease obligations,
and other contractual amounts that will be due for the purchase of goods and services to be used in its operations. Some of
these contractual amounts may be cancelable under certain conditions and may involve termination fees. The Company expects
to fund these cash commitments with future cash flow from operations and its Deferred Compensation Plans’ investments in the
Proprietary Funds.
Its obligations under the Deferred Compensation Plans are disclosed on the consolidated balance sheets with more information
included in Note 7 to the consolidated financial statements. Its lease obligations are disclosed in Note 8 to the consolidated
financial statements. The Company’s other material cash commitments for goods and services used in operations primarily
consist of obligations related to long-term software licensing and maintenance contracts.
Non-GAAP Financial Measures and Reconciliation
As a supplement to information calculated and presented in accordance with U.S. generally accepted accounting principles
(“GAAP”), the Company is providing certain financial measures that are based on methodologies other than GAAP (“non-
GAAP”). Management believes the non-GAAP financial measures below are useful measures of the Company’s core business
activities, are important metrics in estimating the value of an asset management business, and help facilitate comparisons to
Company operating performance across periods. These non-GAAP financial measures are presented for supplemental
informational purposes only, should not be used as a substitute for financial measures calculated in accordance with GAAP and
may be calculated differently from similarly titled non-GAAP measures used by other companies. The following schedules
reconcile the differences between financial measures calculated in accordance with GAAP and non-GAAP financial measures
for 2024 and 2023. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these
non-GAAP financial measures to their most directly comparable GAAP financial measures, as well as the Company’s
condensed consolidated financial statements and related notes included elsewhere in this report.
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34

Year Ended December 31, 2024
(in thousands, except
percentages and per share
data)
Total
operating
expenses
Net
operating
income
Total non-
operating
income
Income tax
expense(5)
Net income
attributable
to common
shareholders
Earnings per
share
attributable
to common
shareholders -
diluted
Net
operating
profit
margin
GAAP Basis
$
107,203 $
43,892 $
15,119
$
15,833 $
43,178 $
15.66
29 %
Non-GAAP Adjustments:
Deferred compensation
liability(1)

(4,776)
4,776
(4,776)
—
—
—
3 %
Consolidated Funds(2)

—
28
199

61
165
0.06
—
Other investment income(4)

—
— $
(10,542)
(2,825)
(7,717)
(2.80)
—
Adjusted Non-GAAP Basis
$
102,427 $
48,696
—
$
13,069 $
35,626 $
12.92
32 %

Year Ended December 31, 2023
(in thousands, except
percentages and per share data)
Total
operating
expenses
Net
operating
income
Total non-
operating
income
Income tax
expense(5)
Net income
attributable
to common
shareholders
Earnings per
share
attributable
to common
shareholders
- diluted
Net
operating
profit
margin
GAAP Basis
$ 101,212 $
35,504 $
23,071
$
15,490 $
42,226 $
14.32
26 %
Non-GAAP Adjustments:
Deferred compensation
liability(1)

(5,600)
5,600
(5,600)
—
—
—
4 %
Consolidated Funds(2)

—
330
(4,148)
(793)
(2,166)
(0.73)
—
Other investment income(4)

—
— $ (13,323)
(3,571)
(9,752)
(3.31)
—
Adjusted Non-GAAP Basis
$
95,612 $
41,434
—
$
11,126 $
30,308 $
10.28
30 %

Year Ended December 31, 2022
(in thousands, except
percentages and per share
data)
Total
operating
expenses
Net
operating
income
Total non-
operating
income
Income tax
expense(5)
Net income
attributable
to common
shareholders
Earnings per
share
attributable
to common
shareholders
- diluted
Net
operating
profit
margin
GAAP Basis
$
90,165 $
64,331 $
(13,373) $
14,088 $
40,434 $
13.01
42 %
Non-GAAP Adjustments:
Deferred compensation
liability(1)

4,402
(4,402)
4,402

—
—
—
(3) %
Consolidated Funds(2)

—
423
11,317

2,113
6,063
1.95
—
Gain on sale of High Yield-
Focused Advisory
Contracts(3)

—
—
(6,814)
(1,761)
(5,053)
(1.63)
—
Other investment income(4)

—
— $
4,468

1,155
3,313
1.07
—
Adjusted Non-GAAP Basis
$
94,567 $
60,352
—
$
15,595 $
44,757 $
14.40
39 %
(1) This non-GAAP adjustment removes the compensation expense resulting from market valuation changes in the Deferred
Compensation Plans’ liability and the related net gains/losses on investments designated as an economic hedge against the
related liability. Amounts deferred under the Deferred Compensation Plans are adjusted for appreciation/depreciation of
investments chosen by participants. The Company believes it is useful to offset the non-operating investment income or loss
realized on the hedges against the related compensation expense and remove the net impact to help readers understand the
Company’s core operating results and to improve comparability from period to period.
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35

(2) This non-GAAP adjustment removes the impact that the Consolidated Fund(s) have on the Company’s GAAP consolidated
statements of income. Specifically, the Company adds back the operating expenses and subtracts the investment income of the
Consolidated Fund(s). The adjustment to net operating income represents the operating expenses of the Consolidated Fund(s),
net of the elimination of related management and administrative fees. The adjustment to net income attributable to common
shareholders represents the net income of the Consolidated Fund(s), net of redeemable non-controlling interests. The Company
believes removing the impact of the Consolidated Fund(s) helps readers understand its core operating results and improves
comparability from period to period.
(3) This non-GAAP adjustment removes the impact of the gain on the sale of the High Yield-Focused Advisory Contracts. The
sale of the High Yield-Focused Advisory Contracts was a discrete transaction, thus, the Company believes that removing the
impact of the gain helps readers understand the Company’s core operating results and improves comparability period to period.
(4) This non-GAAP adjustment represents the net gains or losses earned on the Company’s non-consolidated investment
portfolio that are not designated as economic hedges of the Deferred Compensation Plans’ liability, non-consolidated seed
investments, and other investments. The Company believes adjusting for these non-operating income or loss items helps
readers understand the Company’s core operating results and improves comparability from period to period.
(5) The income tax expense impacts were calculated and resulted in an overall non-GAAP effective tax rate of 26.8% for 2024,
26.8% for 2023 and 25.8% for 2022.
Critical Accounting Policies and Estimates
The preparation of financial statements requires management to make estimates, judgments, and assumptions that affect the
reported amounts of assets, liabilities, revenues, expenses, and related disclosures of contingent assets and liabilities. The
Company evaluates such estimates, judgments, and assumptions on an ongoing basis, and bases its estimates, judgments, and
assumptions on historical experiences, current trends, and various other factors that it believes to be reasonable under the
circumstances. By their nature, these estimates, judgments, and assumptions are subject to uncertainty, and actual results may
differ materially from these estimates.
Consolidation. The Company consolidates all subsidiaries and certain investments in which the Company has a controlling
interest. The Company is generally deemed to have a controlling interest when it owns the majority of the voting interest of a
voting rights entity (“VRE”) or are deemed to be the primary beneficiary of a variable interest entity (“VIE”). A VIE is an
entity that lacks sufficient equity to finance its activities, or any entity whose equity holders do not have defined power to direct
the activities of the entity normally associated with an equity investment. The Company’s analysis to determine whether an
entity is a VIE or a VRE involves judgment and considers several factors, including an entity’s legal organization, equity
structure, the rights of the investment holders, the Company’s ownership interest in the entity, and its contractual involvement
with the entity. The Company continually reviews and reconsiders its VIE or VRE conclusions upon the occurrence of certain
events, such as changes to its ownership interest, or amendments to contract documents.
Provisions for Income Taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or
refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been
recognized in an entity’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of
events that have been recognized in the Company’s financial statements or tax returns.
Revenue Recognition when Acting as an Agent vs. Principal. The Proprietary Funds have selected and contractually engaged
certain vendors to fulfill various services to benefit the Proprietary Funds’ shareholders or to satisfy regulatory requirements of
the Proprietary Funds. These services include, among others, required fund shareholder mailings, registration services, and
legal and audit services. DHCM, in fulfilling a portion of its role under the administration agreements with the Proprietary
Funds, acts as agent to pay these obligations of the Proprietary Funds. Each vendor is independently responsible for fulfillment
of the services it has been engaged to provide and negotiates fees and terms with the management and board of trustees of each
Proprietary Fund. The fee that the Proprietary Funds pay to DHCM is reviewed annually by the Proprietary Funds’ respective
boards of trustees and specifically considers the contractual expenses that DHCM pays on behalf of the Proprietary Funds. As a
result, DHCM is not involved in the delivery or pricing of these services and bears no risk related to these services. Revenue
has been recorded net of these Proprietary Fund expenses, as appropriate for this agency relationship.
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
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36

The Company’s revenues and net income are based primarily on the value of its AUM. Accordingly, declines in financial
market values directly and negatively impact its investment advisory revenues and net income.
The Company invests in its investment strategies, which are market risk sensitive financial instruments. These investments
have inherent market risk in the form of price risk due to the potential future loss of value that would result from a decline in
their fair value. Market prices fluctuate, and the amount realized upon subsequent sale may differ significantly from the
reported market value.
The table below summarizes the Company’s market risks as of December 31, 2024, and shows the effects of a hypothetical
10% increase and decrease in investments.
Fair Value as of
December 31, 2024
Fair Value
Assuming a
Hypothetical
10% Increase
Fair Value
Assuming a
Hypothetical
10% Decrease
Equity investments
$
79,207,519 $
87,128,271 $
71,286,767
Fixed Income investments

80,545,462
88,600,008
72,490,916
Total
$
159,752,981 $
175,728,279 $
143,777,683
Table of Contents
37

ITEM 8.
Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (KPMG LLP, Columbus, OH, Auditor Firm ID: 185)
39
Consolidated Balance Sheets as of December 31, 2024 and 2023
41
Consolidated Statements of Income for the years ended December 31, 2024, December 31, 2023, and December 31,
2022
42
Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest for the years ended
December 31, 2024, December 31, 2023, and December 31, 2022
43
Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023, and December 31,
2022
44
Notes to Consolidated Financial Statements
45
38

Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Diamond Hill Investment Group, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Diamond Hill Investment Group, Inc. and subsidiaries (the
Company) as of December 31, 2024 and 2023, the related consolidated statements of income, shareholders’ equity and
redeemable noncontrolling interest, and cash flows for each of the years in the three-year period ended December 31, 2024, and
the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results
of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated February 26, 2025 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of the assets under management data used in the calculation of investment advisory fee revenue for separately
managed accounts (excluding performance-based fees), collective investment trusts and other pooled vehicles
As discussed in Note 2 to the consolidated financial statements, the Company recognizes investment advisory fee revenue for
its separately managed accounts (excluding performance-based fees), collective investment trusts and other pooled vehicles
based on a percentage of its assets under management (AUM). The Company recognized $44.6 million in investment advisory
fees related to separately managed accounts (excluding performance-based fees), collective investment trusts and other pooled
vehicles during the year ended December 31, 2024. AUM is an input to the calculation of the investment advisory fee revenue.
Specifically, as it pertains to these accounts, the inputs to the AUM calculation and the calculated AUM value are transmitted
through multiple information technology (IT) systems used in the calculation of investment advisory fee revenue.
39

We identified the evaluation of the AUM data used in the calculation of separately managed accounts (excluding performance-
based fees), collective investment trusts and other pooled vehicles investment advisory fee revenue as a critical audit matter.
There is a high degree of auditor judgment required to perform procedures to address the Company’s use of multiple IT systems
to maintain the AUM data, including the use of professionals with specialized skills and knowledge to test the AUM data
processed through multiple IT systems.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested
the operating effectiveness of certain internal controls related to the critical audit matter. This included controls related to the
inputs to the AUM calculation, as well as controls that reconcile AUM between IT systems. We involved IT professionals with
specialized skills and knowledge, who assisted in the testing of application and related general IT controls relevant to the IT
systems used to maintain AUM data. We compared AUM used in the calculation of investment advisory fees to the source IT
systems for a selection of accounts.
/s/ KPMG LLP
We have served as the Company’s auditor since 2012.
Columbus, Ohio
February 26, 2025
40

Diamond Hill Investment Group, Inc.
Consolidated Balance Sheets

December 31,

2024
2023
ASSETS
Cash and cash equivalents
$ 41,624,604 $ 46,991,879
Investments
159,752,981 147,738,862
Accounts receivable

20,205,678
18,051,241
Prepaid expenses

3,694,019
3,509,460
Income taxes receivable

1,550,718
1,620,864
Property and equipment, net of depreciation

8,380,594
2,591,604
Deferred taxes

9,918,056
11,590,438
Total assets
$ 245,126,650 $ 232,094,348
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Accounts payable and accrued expenses
$
5,599,931 $
5,421,454
Accrued incentive compensation

31,500,000
29,500,000
Lease liability

6,335,490
768,916
Deferred compensation

39,129,093
36,087,170
Total liabilities

82,564,514
71,777,540
Redeemable noncontrolling interest

246,008
—
Permanent Shareholders’ Equity
Common shares, no par value: 7,000,000 shares authorized; 2,670,469 issued and
outstanding at December 31, 2024 (inclusive of 173,120 unvested shares); 2,823,076
issued and outstanding at December 31, 2023 (inclusive of 190,172 unvested shares)

28,478,515
22,164,410
Preferred shares, undesignated, 1,000,000 shares authorized and unissued

—
—
Deferred equity compensation
(15,833,657) (15,392,418)
Retained earnings
149,671,270 153,544,816
Total permanent shareholders’ equity
162,316,128 160,316,808
Total liabilities and shareholders’ equity
$ 245,126,650 $ 232,094,348
The accompanying notes are an integral part of these consolidated financial statements.
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41

Diamond Hill Investment Group, Inc.
Consolidated Statements of Income

Year Ended December 31,

2024
2023
2022
REVENUES:
Investment advisory
$ 143,341,943 $ 129,179,500 $ 144,325,517
Fund administration, net

7,753,188
7,536,871
10,170,502
Total revenue
151,095,131 136,716,371 154,496,019
OPERATING EXPENSES:
Compensation and related costs, excluding deferred compensation
expense (benefit)

74,588,900
70,730,640
70,505,216
Deferred compensation expense (benefit)

4,775,627
5,599,880
(4,402,265)
General and administrative

16,784,783
14,935,033
13,606,922
Sales and marketing

7,510,182
6,684,410
7,159,686
Fund administration

3,543,848
3,262,421
3,294,983
Total operating expenses
107,203,340 101,212,384
90,164,542
NET OPERATING INCOME

43,891,791
35,503,987
64,331,477
NON-OPERATING INCOME (LOSS)
Investment income (loss), net

15,119,200
23,071,441 (20,186,511)
Gain on sale of High Yield-Focused Advisory Contracts

—
—
6,813,579
Total non-operating income (loss)

15,119,200
23,071,441 (13,372,932)
NET INCOME BEFORE TAXES

59,010,991
58,575,428
50,958,545
Income tax expense
(15,833,073) (15,489,880) (14,087,783)
NET INCOME

43,177,918
43,085,548
36,870,762
Net (income) loss attributable to redeemable noncontrolling interest

(189)
(859,126)
3,563,345
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 43,177,729 $ 42,226,422 $ 40,434,107
Earnings per share attributable to common shareholders
Basic
$
15.66 $
14.32 $
13.01
Diluted
$
15.66 $
14.32 $
13.01
Weighted average shares outstanding
Basic

2,757,860
2,948,625
3,107,604
Diluted

2,757,860
2,948,625
3,107,604
The accompanying notes are an integral part of these consolidated financial statements.
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42

Diamond Hill Investment Group, Inc.
Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest
Shares
Outstanding
Common
Shares
Deferred
Equity
Compensation
Retained
Earnings
Total
Redeemable
Noncontrolling
Interest
Balance at December 31, 2021

3,171,536
$ 80,434,049
$ (15,268,705) $ 119,257,558 $ 184,422,902
$
17,756,336
Issuance of restricted share grants

76,143

13,436,439

(13,436,439)
—

—

—
Amortization of restricted share grants

—

10,530,486

—

10,530,486

—
Common shares issued as incentive
compensation

2,743

487,870

—

487,870

—
Issuance of common shares related to
401(k) plan match

211

37,313

—

37,313

—
Issuance of common shares related to
employee stock purchase plan

3,392

619,159

—

619,159

—
Shares withheld related to employee tax
withholding obligations

(19,302)
(3,436,678)
—

—

(3,436,678)
—
Forfeiture of restricted share grants

(7,257)
(1,163,514)
1,163,514

—

—
Repurchases of common shares

(217,009)
(38,726,007)
—

—

(38,726,007)
—
Cash dividends paid of $10.00 per share

—

—
(30,696,907)
(30,696,907)
—
Net income (loss)

—

—
40,434,107

40,434,107

(3,563,345)
Net subscriptions of consolidated funds

—

9,461,710
Net deconsolidations of Company
sponsored investments

—

(9,528,503)
Balance at December 31, 2022

3,010,457
$ 51,688,631
$ (17,011,144) $ 128,994,758 $ 163,672,245
$
14,126,198
Issuance of restricted share grants

59,578

11,131,853

(11,131,853)
—

—

—
Amortization of restricted share grants

—

11,603,239

—

11,603,239

—
Issuance of common shares related to
401(k) plan match

16,344

—

16,344

—
Issuance of common shares related to
employee stock purchase plan

2,904

482,097

—

482,097

—
Shares withheld related to employee tax
withholding obligations

(30,204)
(5,131,262)
—

—

(5,131,262)
—
Forfeiture of restricted share grants

(7,120)
(1,147,340)
1,147,340

—

—
Repurchases of common shares (inclusive
of accrued excise tax of $255,969)

(212,638)
(34,875,913)
—

—

(34,875,913)
—
Cash dividends paid of $6.00 per share

—

—
(17,676,364)
(17,676,364)
—
Net income

—

—
42,226,422

42,226,422

859,126
Net deconsolidations of Company
sponsored investments

—

(25,336,181)
Net subscriptions of consolidated funds

—

10,350,857
Balance at December 31, 2023

2,823,076
$ 22,164,410
$ (15,392,418) $ 153,544,816 $ 160,316,808
$
—
Issuance of restricted share grants

87,344

13,474,536

(13,474,536)
—

—

—
Amortization of restricted share grants

—

11,763,736

—

11,763,736

—
Issuance of common shares related to
employee stock purchase plan

2,501

385,037

—

385,037

—
Shares withheld related to employee tax
withholding obligations

(39,757)
(6,275,907)
—

—

(6,275,907)
—
Forfeiture of restricted share grants

(7,471)
(1,269,561)
1,269,561

—

—
Repurchases of common shares (inclusive
of accrued excise tax of $275,961)

(195,224)

—
(30,520,599)
(30,520,599)
—
Cash dividends paid of $6.00 per share

—

—
(16,530,676)
(16,530,676)
—
Net income

—

—
43,177,729

43,177,729

189
Net subscriptions of consolidated funds

—

—
$
245,819
Balance at December 31, 2024

2,670,469
$ 28,478,515
$ (15,833,657) $ 149,671,270 $ 162,316,128

246,008
The accompanying notes are an integral part of these consolidated financial statements.
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43

Diamond Hill Investment Group, Inc.
Consolidated Statements of Cash Flows

Year Ended December 31,

2024
2023
2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$ 43,177,918 $ 43,085,548 $ 36,870,762
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation

1,224,475
1,289,315
1,377,610
Share-based compensation
11,821,490 11,691,890 10,660,673
(Increase) decrease in accounts receivable

(2,154,437)
(3,393,686)
3,107,409
Change in current income taxes

70,146
(157,317)
(2,265,287)
Change in deferred income taxes

1,672,382
2,783,768
(4,526,654)
Gain on sale of High Yield-Focused Advisory Contracts

—
—
(6,813,579)
Net (gain) loss on investments

(8,080,147) (16,536,677) 24,471,894
Net change in securities held by Consolidated Funds
(35,809,404) (10,930,911) (14,039,687)
Increase (decrease) in accrued incentive compensation

2,000,000
(2,600,000)
(4,647,548)
Increase (decrease) in deferred compensation

3,041,923
5,342,180
(6,603,304)
Other changes in assets and liabilities

(365,494)
4,095,014
1,890,346
Net cash provided by operating activities
16,598,852 34,669,124 39,482,635
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment

(1,363,440)
(21,705)
(101,454)
Purchase of Company sponsored investments
(15,125,376) (19,469,955)
(7,606,958)
Proceeds from sale of Company sponsored investments
47,000,808 15,286,036
6,928,704
Proceeds from sale of High Yield-Focused Advisory Contracts

—
—
6,813,579
Net cash provided by (used in) investing activities
30,511,992
(4,205,624)
6,033,871
CASH FLOWS FROM FINANCING ACTIVITIES:
Value of shares withheld related to employee tax withholding obligations

(6,275,907)
(5,131,262)
(3,436,678)
Payment of dividends
(16,530,676) (17,676,364) (30,696,907)
Net subscriptions received from redeemable noncontrolling interest holders

245,819 10,350,857
9,461,710
Repurchase of common shares
(30,244,638) (34,619,944) (38,726,007)
Proceeds received under employee stock purchase plan

327,283
409,790
526,285
Net cash used in financing activities
(52,478,119) (46,666,923) (62,871,597)
CASH AND CASH EQUIVALENTS
Net change during the year

(5,367,275) (16,203,423) (17,355,091)
At beginning of year
46,991,879 63,195,302 80,550,393
At end of year
$ 41,624,604 $ 46,991,879 $ 63,195,302
Supplemental information related to cash activities
Income taxes paid
$ 14,090,545 $ 12,863,429 $ 20,879,724
Supplemental information related to non-cash activities
Operating lease right-of-use asset addition, net of lease incentives

3,173,981 $
— $
—
Lease incentives included in property and equipment

2,837,175 $
— $
—
Common shares issued as incentive compensation

— $
— $
487,870
The accompanying notes are an integral part of these consolidated financial statements.
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44

Diamond Hill Investment Group, Inc.
Notes to Consolidated Financial Statements
Note 1 Business and Organization
DHIL derives its consolidated revenues and net income from investment advisory and fund administration services provided by
DHCM. DHCM is a registered investment adviser. DHCM is the investment adviser and administrator for the Proprietary
Funds. DHCM also provides investment advisory services to DHMF, SMAs, CITs, other pooled vehicles including sub-
advised funds, and model delivery programs.
Note 2 Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared pursuant to the rules and regulations
of the SEC and in accordance with the instructions to Form 10-K. The Company believes that the disclosures contained herein
are adequate to make the information presented not misleading.
These consolidated financial statements reflect, in the opinion of the Company, all material adjustments (which include only
normal recurring adjustments) necessary to fairly present the Company’s financial position as of December 31, 2024 and 2023,
and results of operations for the years ended December 31, 2024, 2023 and 2022.
Use of Estimates
The preparation of the consolidated financial statements requires management to make estimates and judgments that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial
statements as well as the reported amounts of revenue and expense during the reporting period. Estimates have been prepared
based on the most current and best available information, but actual results could differ materially from those estimates.
Reclassification
Certain prior period amounts and disclosures may have been reclassified to conform to the current period’s financial
presentation.
Prior to January 1, 2024, the Company recorded share repurchases as a reduction to common shares in permanent shareholders’
equity. Effective January 1, 2024, share repurchases have been recorded as a reduction to retained earnings in permanent
shareholders’ equity. The Company has not reclassified any share repurchases included in common shares prior to January 1,
2024.
Principles of Consolidation
The accompanying consolidated financial statements include the operations of DHIL and its consolidated subsidiaries. All
inter-company transactions and balances have been eliminated in consolidation.
DHCM holds certain investments in the Proprietary Funds and DHMF for general corporate investment purposes, to provide
seed capital for newly formed strategies, or to add capital to existing strategies. The Diamond Hill Funds are organized in a
series fund structure in which there are multiple mutual funds within one trust (the “Trust”). The Trust is an open-end
investment company registered under the Company Act. Each individual Diamond Hill Fund represents a separate share class
of a legal entity organized under the Trust. DHSC is organized as a Delaware statutory trust and is a closed-end investment
company registered under the Company Act. DHMF is organized as a Delaware limited partnership and is exempt from
registration under the Company Act.
DHIL consolidates those subsidiaries and investments over which it has a controlling interest. The Company is generally
deemed to have a controlling interest when it owns the majority of the voting interest of a VRE or is deemed to be the primary
beneficiary of a VIE. A VIE is an entity that lacks sufficient equity to finance its activities, or any entity whose equity holders
do not have defined power to direct the activities of the entity normally associated with an equity investment. The Company’s
analysis to determine whether an entity is a VIE or a VRE involves judgment and consideration of several factors, including an
entity’s legal organization, equity structure, the rights of the investment holders, the Company’s ownership interest in the entity,
and the Company’s contractual involvement with the entity. The Company continually reviews and reconsiders its controlling
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45

interest, VIE or VRE conclusions upon the occurrence of certain events, such as changes to its ownership interest, or
amendments to contract documents.
The Company performs its consolidation analysis at the individual fund level and has concluded that the Proprietary Funds are
VREs because the structure of the Proprietary Funds is such that the shareholders are deemed to have the power through voting
rights to direct the activities that most significantly impact each Proprietary Fund’s economic performance. The Proprietary
Funds are consolidated if DHIL ownership, directly or indirectly, represents a majority interest (greater than 50%). The
Company records redeemable noncontrolling interests in consolidated investments for which the Company’s ownership is less
than 100%. As of December 31, 2024, the Company has consolidated the Diamond Hill Core Plus Bond Fund. As of
December 31, 2023, the Company did not consolidate any of the Proprietary Funds. As of December 31, 2022, the Company
consolidated the Diamond Hill International Fund. The Company deconsolidated the Diamond Hill International Fund during
the year ended December 31, 2023, and deconsolidated the Diamond Hill Large Cap Concentrated during the year ended
December 31, 2022 as the Company’s ownership declined to less than 50% during each of these years. The Proprietary Fund(s)
consolidated during the applicable period are referred to as the “Consolidated Fund(s).”
DHCM is the investment advisor of DHMF and is the managing member of Diamond Hill Fund GP, LLC (the “General
Partner”), which is the general partner of DHMF. DHCM is wholly-owned by, and consolidated with, DHIL. Further, through
its control of the General Partner, DHCM has the power to direct DHMF’s economic activities and the right to receive
investment advisory fees from DHMF that may be significant. DHMF commenced operations on June 1, 2021, and its
underlying assets consist primarily of marketable securities.
The Company concluded DHMF was a VIE given that: (i) DHCM has disproportionately less voting interest than economic
interest, and (ii) DHMF’s limited partners have full power to remove the General Partner (which is controlled by DHCM, which
is controlled by DHIL) due to the existence of substantive kick-out rights. In addition, substantially all of DHMF’s activities
are conducted on behalf of the General Partner, which has disproportionately few voting rights. The Company concluded it is
not the primary beneficiary of DHMF as it lacks the power to control DHMF, since DHMF’s limited partners have single-party
kick-out rights and can unilaterally remove the General Partner without cause. DHCM’s investments in DHMF are reported as
a component of the Company’s investment portfolio and valued at DHCM’s respective share of DHMF's net income or loss.
Gains and losses attributable to changes in the value of DHCM’s interests in DHMF are included in the Company’s reported
investment income. The Company’s exposure to loss as a result of its involvement with DHMF is limited to the amount of its
investment. DHCM is not obligated to provide, and has not provided, financial or other support to DHMF, except for its
investments to date and its contractually provided investment advisory responsibilities. The Company has not provided
liquidity arrangements, guarantees, or other commitments to support DHMF’s operations, and DHMF’s creditors and interest
holders have no recourse to the general credit of the Company.
Redeemable Noncontrolling Interest
Redeemable noncontrolling interest represents third-party interests in the Consolidated Funds. This interest is redeemable at the
option of the investors, and therefore, is not treated as permanent equity. Redeemable noncontrolling interest is recorded at
redemption value, which approximates the fair value each reporting period.
Segment Information
Management has determined that the Company operates in a single business segment, which is providing investment advisory
and fund administration services. The Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer
who evaluates the performance of the business and allocates resources using a single, consolidated internal reporting structure.
The accounting policies of the segment are the same as those described in this Note 2. The CODM assesses performance for
the segment and decides how to allocate resources based on net operating income.
The CODM does not review Company assets in evaluating the results of the single business segment, therefore, no additional
asset information is presented.
For information regarding how the Company generates revenue, and its revenues by source, see Note 2, Revenue Recognition -
General. Substantially all of the Company’s revenue is generated from clients in the United States, and all long-lived assets are
located in the United States. No single customer accounted for more than 10% of the Company’s total revenue during the
periods presented.
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46

Cash and Cash Equivalents
Cash and cash equivalents include demand deposits and money market mutual funds held by DHCM. The Company considers
all highly liquid temporary cash instruments with an original maturity of three months or less to be cash equivalents. The
Company places its cash on deposit with U.S. financial institutions that are insured by the Federal Deposit Insurance
Corporation (“FDIC”) up to $250,000. The Company’s credit risk in the event of failure of these financial institutions is
represented by the difference between the FDIC limit and the total amount on deposit. Management monitors the financial
institutions’ creditworthiness in conjunction with balances on deposit to minimize risk. The Company from time to time may
have amounts on deposit in excess of the insured limits. As of December 31, 2024, the Company had $1.3 million and $40.3
million in demand deposits and money market mutual funds, respectively. As of December 31, 2023, the Company had $2.8
million and $44.2 million in demand deposits and money market mutual funds, respectively.
Accounts Receivable
The Company records accounts receivable when they are due and presents them on the balance sheet net of any allowance for
doubtful accounts. Accounts receivable are written off when they are determined to be uncollectible. Any allowance for
doubtful accounts is estimated based on the Company’s historical losses, existing conditions in the industry, and the financial
stability of the individual or entity that owes the receivable. No allowance for doubtful accounts was deemed necessary at either
December 31, 2024 or 2023. Accounts receivable from the Proprietary Funds were $10.3 million and $9.1 million as of
December 31, 2024 and 2023, respectively.
Investments
Management determines the appropriate classification of the Company’s investments at the time of purchase and re-evaluates
its determination for each reporting period.
Company sponsored investments, where the Company has neither the control nor the ability to exercise significant influence, as
well as securities held in the Consolidated Funds, are measured at fair value based on quoted market prices. Unrealized gains
and losses are recorded as investment income (loss) in the Company's consolidated statements of income.
Investments classified as equity method investments represent investments in which the Company owns 20% to 50% of the
outstanding voting interests in the entity or where it is determined that the Company is able to exercise significant influence but
not control over the investments. When using the equity method, the Company recognizes its respective share of the investee’s
net income or loss for the period, which is recorded as investment income (loss) in the Company’s consolidated statements of
income.
Property and Equipment
Property and equipment, consisting of leasehold improvements, right-of-use lease assets, computer equipment, capitalized
software, furniture, and fixtures are carried at cost less accumulated depreciation.
Property, plant and equipment consist of the following as of December 31, 2024 and December 31, 2023:
As of December 31,
2024
2023
Furniture and Fixtures
$
7,033,635 $
7,033,635
Software and Hardware

5,228,929
5,095,529
Construction in Progress

4,067,215
—
Right of Use Lease Asset

3,443,019
630,169
Total

19,772,798
12,759,333
Less: Accumulated Depreciation

(11,392,204)
(10,167,729)
Net Property, Plant and Equipment
$
8,380,594 $
2,591,604
Depreciation expense for the years ended December 31, 2024 and 2023 was $1,224,475 and $1,289,315, respectively.
The Company depreciates its property, plant, and equipment on a straight-line basis over the following estimated useful lives:
•
Leasehold Improvements: Life of the lease
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47

•
Software & Hardware: 3- 5 years
•
Furniture and Fixtures: 7 years
•
Right of Use Lease Asset: Life of the lease
Construction in Progress includes costs incurred for leasehold improvements to the Company’s leased office space and
internally developed software. These projects are expected to be completed within the next 12 months.
Implementation costs incurred to develop or obtain internal-use software, including hosting arrangements, are capitalized and
expensed on a straight-line basis over either the estimated useful life of the respective software or the term of the hosting
arrangement.
Property and equipment is tested for impairment when there is an indication that the carrying amount of an asset may not be
recoverable. When an asset is determined to not be recoverable, the impairment loss is measured based on the excess, if any, of
the carrying value of the asset over its fair value.
Revenue Recognition – General
The Company recognizes revenue when DHCM satisfies performance obligations under the terms of a contract with a client.
The Company earns substantially all of its revenue from DHCM investment advisory and fund administration contracts.
Investment advisory and fund administration fees, generally calculated as a percentage of AUM, are recorded as revenue as
services are performed.
Revenue from contracts with clients that was earned during the years ended December 31, 2024, 2023 and 2022 include:
Year Ended December 31, 2024
Investment advisory
Fund
administration, net
Total revenue
Proprietary Funds
$
92,531,710 $
7,753,188 $
100,284,898
SMAs

27,382,582
—
27,382,582
Other pooled vehicles

11,465,794
—
11,465,794
CITs

6,671,696
—
6,671,696
Model delivery

5,290,161
—
5,290,161
$
143,341,943 $
7,753,188 $
151,095,131
Year Ended December 31, 2023
Investment advisory
Fund
administration, net
Total revenue
Proprietary Funds
$
84,810,452 $
7,536,871 $
92,347,323
SMAs

26,075,046
—
26,075,046
Other pooled vehicles

9,261,533
—
9,261,533
Model delivery

5,211,113
—
5,211,113
CITs

3,821,356
—
3,821,356
$
129,179,500 $
7,536,871 $
136,716,371
Year Ended December 31, 2022
Investment advisory
Fund
administration, net
Total revenue
Proprietary Funds
$
98,873,571 $
10,170,502 $
109,044,073
SMAs

27,700,949
—
27,700,949
Other pooled vehicles

9,410,541
—
9,410,541
Model delivery

5,910,061
—
5,910,061
CITs

2,430,395
—
2,430,395
$
144,325,517 $
10,170,502 $
154,496,019
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48

Revenue Recognition – Investment Advisory Fees
DHCM’s investment advisory contracts with clients have a single performance obligation because the contracted services are
not separately identifiable from other obligations in the contracts, and therefore, are not distinct. All obligations to provide
investment advisory services are satisfied over time by DHCM.
The fees DHCM receives for its services under its investment advisory contracts are based on AUM, which changes based on
the value of securities held under each investment advisory contract. These fees are thereby constrained and represent variable
consideration, and they are excluded from revenue until the AUM on which DHCM’s client is billed is no longer subject to
market fluctuations.
DHCM also provides its strategy model portfolios and related services to sponsors of model delivery programs. For its
services, DHCM is paid a model delivery fee by the program sponsor at a pre-determined rate based on the amount of AUA in
the program.
Revenue Recognition – Fund Administration
DHCM has administrative and transfer agency services agreements with the Proprietary Funds under which DHCM performs
certain services for each Proprietary Fund. These services include performance obligations such as fund administration, fund
accounting, transfer agency, and other related functions. These services are performed concurrently under DHCM’s agreements
with the Proprietary Funds, all performance obligations to provide these administrative services are satisfied over time, and the
Company recognizes the related revenue as time progresses. Each fund pays DHCM a fee for performing these services, which
is calculated using an annual rate multiplied by the average daily net assets of each respective fund share class. These fees are
thereby constrained and represent variable consideration, and they are excluded from revenue until the AUM on which DHCM
bills the Proprietary Funds is no longer subject to market fluctuations.
The Proprietary Funds have selected and contractually engaged certain vendors to fulfill various services to benefit the
Proprietary Funds’ shareholders or to satisfy regulatory requirements of the Proprietary Funds. These services include, among
others, required shareholder mailings, federal and state registrations, and legal and audit services. In fulfilling a portion of its
role under the administration and transfer agency services agreements with the Proprietary Funds, DHCM acts as agent and
pays for these services on behalf of the Proprietary Funds. Each vendor is independently responsible for fulfillment of the
services it has been engaged to provide and negotiates its fees and terms directly with the Proprietary Funds’ management and
respective boards of trustees. Each year, the Proprietary Funds’ respective boards of trustees review the fee that each fund pays
to DHCM, and specifically considers the contractual expenses that DHCM pays on behalf of the Proprietary Funds. As a result,
DHCM is not involved in the delivery or pricing of these services, and bears no risk related to these services. Revenue has been
recorded net of these Fund-related expenses.
Fund administration gross and net revenue are summarized below:

Year Ended December 31,

2024
2023
2022
Fund administration:
Administration revenue, gross
$ 24,719,844 $ 21,597,721 $ 25,188,386
Fund related expense
(16,966,656) (14,060,850) (15,017,884)
Fund administration revenue, net
$
7,753,188 $
7,536,871 $ 10,170,502
Income Taxes
The Company accounts for current and deferred income taxes through an asset and liability approach. Deferred tax assets are
recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences.
Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment.
The Company is subject to examination by federal and applicable state and local jurisdictions for various tax periods. The
Company’s income tax positions are based on research and interpretations of the income tax laws and rulings in each of the
jurisdictions in which it does business. Due to the subjectivity of interpretations of laws and rulings in each jurisdiction, the
differences and interplay in tax laws among those jurisdictions, and the inherent uncertainty in estimating the final resolution of
complex tax audit matters, the Company’s estimates of income tax liabilities may differ materially from actual payments or
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49

assessments. The Company regularly assesses its positions with regard to tax exposures and records liabilities for these
uncertain tax positions and related interest and penalties, if any, according to the principles of Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes. The Company records interest and penalties
within income tax expense on the income statement. See Note 9.
Earnings Per Share
Basic and diluted earnings per share (“EPS”) are computed by dividing net income attributable to common shareholders by the
weighted average number of DHIL common shares outstanding for the period, which includes unvested restricted shares. See
Note 10.
Recently Adopted Accounting Guidance
In November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07 - “Segment Reporting (Topic 280) -
Improvements to Reportable Segment Disclosures.” which expands annual and interim disclosure requirements for reportable
segments, primarily through enhanced disclosures about significant segment expenses and clarifies that single reportable
segment entities are required to apply all existing segment disclosures in the guidance. The Company adopted this standard in
its 2024 annual reporting by applying the required retrospective approach. The adoption of this standard did not have a material
effect on the Company’s consolidated financial statements but resulted in enhanced segment disclosures in this Note 2.
Newly Issued But Not Yet Adopted Accounting Guidance
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense
Disaggregation Disclosures.” The ASU requires entities to disaggregate any relevant expense caption presented on the face of
the income statement within continuing operations into the following required natural expense categories, as applicable: (1)
purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation,
depletion, and amortization recognized as part of oil- and gas-producing activities or other depletion expenses. ASU 2024-03 is
effective for financial statements issued for annual periods beginning after December 15, 2026, and interim reporting periods
beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated
financial statements and related disclosures. While the Company has not yet completed its assessment, the adoption of this
guidance is not expected to have a material impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures.” This update requires
certain revisions to income tax disclosures, primarily disclosures related to rate reconciliation and income taxes paid. ASU
2023-09 is effective for financial statements issued for annual periods beginning after December 15, 2024. The Company does
not believe that adoption of ASU 2023-09 will have a material impact on the Company’s consolidated financial statements.
Note 3 Investments
The following table summarizes the carrying value of the Company’s investments as of December 31, 2024 and 2023:
As of December 31,
2024
2023
Fair value investments:
Securities held in Consolidated Funds(a)
$
35,583,162
—
Company-sponsored investments

30,146,571 $
63,208,573
Company-sponsored equity method investments

94,023,248
84,530,289
Total Investments
$
159,752,981 $
147,738,862
(a) Of the securities held in the Consolidated Funds as of December 31, 2024, DHCM directly held $35.4 million and non-controlling
shareholders held $0.2 million.
As of December 31, 2024, the Company has consolidated the Diamond Hill Core Plus Bond Fund. As of December 31, 2023,
the Company did not consolidate any of the Proprietary Funds. The Company deconsolidated the Diamond Hill International
Fund during the year ended December 31, 2023, as the Company’s ownership declined to less than 50%.
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50

The components of net investment income (loss) are as follows:
For the Year Ended December 31,
2024
2023
2022
Realized gains (losses)
$
141,604 $
39,096 $
(118,408)
Change in unrealized

9,809,930
15,690,012
(24,082,672)
Dividends

4,922,446
7,517,393
4,193,792
Interest income

298,186
—
—
Other loss

(52,966)
(175,060)
(179,223)
Investment income (loss), net
$
15,119,200 $
23,071,441 $
(20,186,511)
Company-Sponsored Equity Method Investments
As of December 31, 2024, the Company’s equity method investments consisted of DHMF, the Diamond Hill International
Fund, and the Diamond Hill Large Cap Concentrated Fund. The Company’s ownership percentage in each of these investments
was 84%, 40%, and 43%, respectively. The Company’s ownership in DHMF, the Diamond Hill International Fund, and the
Diamond Hill Large Cap Concentrated Fund includes $9.0 million of investments held in the Deferred Compensation Plans (as
defined in Note 7).
As of December 31, 2023, the Company’s equity method investments consisted of DHMF, the Diamond Hill International
Fund, and the Diamond Hill Large Cap Concentrated Fund. The Company’s ownership percentage in each of these investments
was 85%, 49%, and 47%, respectively. The Company’s ownership in DHMF, the Diamond Hill International Fund, and the
Diamond Hill Large Cap Concentrated Fund includes $6.9 million of investments held in the Deferred Compensation Plans.
As of December 31, 2022, the Company’s equity method investments consisted of DHMF and the Diamond Hill Large Cap
Concentrated Fund, and the Company’s ownership percentage in each of these investments was 85% and 48%, respectively.
The Company’s ownership in DHMF and the Diamond Hill Large Cap Concentrated Fund includes $3.8 million of investments
from the Deferred Compensation Plans.
The following table includes the condensed summary financial information from the Company’s equity method investments as
of December 31, 2024 and 2023, and for the years ended December 31, 2024, 2023, and 2022:
As of December 31,
2024
2023
Total assets
$
211,179,739 $
162,145,182
Total liabilities

8,334,844
4,551,099
Net assets

202,844,895
157,594,083
DHCM’s portion of net assets
$
94,023,248 $
84,530,289
For the Year Ended December 31,
2024
2023
2022
Investment income
$
4,406,158 $
1,349,183 $
413,528
Expenses

1,686,238
460,670
134,478
Net realized gains

6,957,654
311,950
378,476
Change in unrealized

4,988,298
15,879,847
(402,230)
Net income

14,665,872
17,080,310
255,296
DHCM’s portion of net income (loss)
$
9,039,837 $
9,728,056 $
(405,393)
The Company’s investments at December 31, 2024 and 2023 include its interest in DHMF, an unconsolidated VIE, as the
Company is not deemed the primary beneficiary. The Company’s maximum risk of loss related to its involvement with DHMF
is limited to the carrying value of its investment which was $22.9 million and $17.7 million as of December 31, 2024 and 2023,
respectively.
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51

Note 4 Fair Value Measurements
The Company determines the fair value of its cash equivalents and certain investments using the following broad levels listed
below:
Level 1 - Unadjusted quoted prices for identical instruments in active markets.
Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in
markets that are not active, and model-driven valuations in which all significant inputs are observable.
Level 3 - Valuations derived from techniques in which significant inputs are unobservable. The Company does not value
any investments using Level 3 inputs.
These levels are not necessarily an indication of the risk or liquidity associated with investments.
The following table summarizes investments that are recognized in the Company’s consolidated balance sheet using fair value
measurements (excludes investments classified as equity method investments) determined based upon the differing levels as of
December 31, 2024 and 2023:
December 31, 2024
Level 1
Level 2
Level 3
Total
Cash equivalents
$ 40,339,754
—
— $ 40,339,754
Fair value investments
Securities held in Consolidated Funds(a)

1,840,412
33,742,750

35,583,162
Company-sponsored investments

30,146,571
—
—
30,146,571
December 31, 2023
Cash equivalents

44,171,397
—
—
44,171,397
Fair value investments
Company-sponsored investments
$ 63,208,573
—
— $ 63,208,573
(a) Of the securities held in the Consolidated Funds as of December 31, 2024, DHCM directly held $35.4 million and non-controlling
shareholders held $0.2 million.
Changes to fair values of the investments are recorded in the Company’s consolidated statements of income as investment
income (loss), net.
Note 5 Line of Credit
The Company has a committed Line of Credit Agreement (“Credit Agreement”) with a commercial bank that matures on
December 11, 2025, which permits the Company to borrow up to $25.0 million. Borrowings under the Credit Agreement bear
interest at a rate equal to the Secured Overnight Financing Rate plus 1.10%. The Company pays a commitment fee on the
unused portion of the facility, accruing at a rate per annum of 0.10%.
The proceeds of the Credit Agreement may be used by the Company and its subsidiaries for ongoing working capital needs, to
seed new and existing investment strategies, and for other general corporate purposes. The Credit Agreement contains
customary representations, warranties, and covenants.
The Company did not borrow under the Credit Agreement during 2024, and no borrowings were outstanding as of
December 31, 2024.
Note 6 Capital Stock
Common Shares
DHIL has only one class of securities outstanding, common shares, no par value per share.
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52

Authorization of Preferred Shares
DHIL’s Amended and Restated Articles of Incorporation authorize the issuance of 1,000,000 “blank check” preferred shares
with such designations, rights, and preferences as may be determined from time to time by the Board. The Board is authorized,
without shareholder approval, to issue preferred shares with dividend, liquidation, conversion, voting, or other rights, which
could adversely affect the voting or other rights of the holders of the common shares. There were no preferred shares issued or
outstanding as of either December 31, 2024, or 2023.
Note 7 Compensation Plans
Share-Based Payment Transactions
The Company maintains the shareholder-approved Diamond Hill Investment Group, Inc. 2022 Equity and Cash Incentive Plan
(“2022 Plan”), which authorizes the issuance of 300,000 common shares of DHIL in various forms of equity awards. As of
December 31, 2024, there were 152,759 common shares available for grants under the 2022 Plan. Previously, the Company
issued equity awards under the Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan (“2014 Plan”).
There are no longer any DHIL common shares available for issuance under the 2014 Plan, although certain grants previously
made under the 2014 Plan remain issued and outstanding.
Restricted share grants represent DHIL common shares issued and outstanding upon grant that remain subject to restrictions
until specified vesting conditions are satisfied. The Company issues to all new Company employees upon hire restricted shares
that cliff vest after five years. After the end of each year, the Company also issues to certain key employees restricted shares
that vest ratably on an annual basis over three years.
Restricted shares are valued based upon the fair market value of the common shares on the applicable grant date. The restricted
shares are recorded as deferred compensation in the equity section of the balance sheet on the grant date and then recognized as
compensation expense on a straight-line basis over the vesting period of the respective grant. The Company’s policy is to
adjust compensation expense for forfeitures as they occur.
Compensation and related costs, excluding deferred compensation expense (benefit) includes expenses related to restricted
shares of $11.8 million, $11.6 million, and $10.5 million, for the years ended December 31, 2024, 2023, and 2022, respectively.
The following table represents a roll-forward of outstanding restricted shares and related activity for 2024:
Shares
Weighted-
Average
Grant Date Price
per Share
Outstanding Restricted Shares as of December 31, 2023

190,172 $
164.69
Grants issued

87,344
154.27
Grants vested

(96,925)
161.90
Grants forfeited

(7,471)
169.93
Outstanding Restricted Shares as of December 31, 2024

173,120 $
160.77
The weighted-average grant date price per share of restricted shares issued during the years ended December 31, 2023 and 2022
was $186.85 and $176.46, respectively. The total fair value of restricted shares vested, as of their respective vesting dates,
during the years ended December 31, 2024, 2023, and 2022 was $15.3 million, $13.8 million, and $9.1 million, respectively.
Total deferred equity compensation related to unvested restricted shares was $15.8 million as of December 31, 2024. The
recognition of compensation expense related to deferred compensation over the remaining vesting periods is as follows:
2025
2026
2027
2028
2029
Thereafter
Total
$
8,223,033 $
4,979,504 $
1,661,651
$
657,845 $
311,624 $
— $
15,833,657
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53

Employee Stock Purchase Plan
Under the ESPP, eligible employees may purchase DHIL common shares at 85% of the fair market value on the last day of
each offering period. Each offering period is approximately three months, which coincides with the Company’s fiscal quarters.
During the year ended December 31, 2024, ESPP participants purchased 2,501 DHIL common shares for $0.3 million and the
Company recorded $0.1 million of share-based payment expense related to these purchases. During the year ended
December 31, 2023, ESPP participants purchased 2,904 DHIL common shares for $0.4 million and the Company recorded $0.1
million of share-based payment expense related to these purchases.
As of December 31, 2024, 86,925 DHIL common shares were reserved for future issuance through the ESPP.
Share Grant Transactions
The following table represents DHIL common shares issued as part of the Company’s incentive compensation program during
the years ended December 31, 2024, 2023, and 2022:
Shares Issued
Grant Date Value
December 31, 2024

—
—
December 31, 2023

—
—
December 31, 2022

2,743 $
487,870
401(k) Plan
The Company sponsors a 401(k) plan in which all Company employees are eligible to participate. Company employees may
contribute a portion of their compensation subject to certain limits based on federal tax laws. The Company matches employee
contributions equal to 250.0% of the first 6.0% of an employee’s compensation contributed to the plan. The Company may
settle the 401(k) plan matching contributions in cash or common shares of the Company. After June 1, 2023, the Company
made all matching contributions in cash. Employees vest ratably in the matching contributions over a five year period. The
following table summarizes the Company’s expenses attributable to the 401(k) plan during the years ended December 31, 2024,
2023 and 2022:
Shares Issued
Share
Contributions
Cash
Contributions
Total Company
Contributions
December 31, 2024

—
— $
3,074,509 $
3,074,509
December 31, 2023

99 $
16,344
3,067,630
3,083,974
December 31, 2022

211 $
37,313 $
2,910,156 $
2,947,469
Deferred Compensation Plans
Under the Deferred Compensation Plans, participants may elect to voluntarily defer, for a minimum of five years (subject to an
earlier distribution in the case of the participant’s death or disability or a change in control of DHIL), certain incentive
compensation that the Company may contribute into the Deferred Compensation Plans. Participants are responsible for
designating investment options for the assets they contribute, and the distribution paid to each participant reflects any gains or
losses on the assets realized in connection with the Deferred Compensation Plans. Assets held in the Deferred Compensation
Plans are included in the Company’s investment portfolio, and the associated obligation to participants is included in deferred
compensation liability. Deferred compensation liability was $39.1 million and $36.1 million as of December 31, 2024 and
2023, respectively.
Note 8 Operating Leases
On July 31, 2024, the Company entered into a 10-year extension of its lease through March 31, 2035, for office space of
approximately 37,829 square feet at a single location.
As of December 31, 2024 and December 31, 2023, the carrying value of the right-of-use asset, which is included in property
and equipment on the consolidated balance sheets, was approximately $3.4 million and $0.6 million, respectively. As of
December 31, 2024 and December 31, 2023, the carrying value of the lease liability was approximately $6.3 million and $0.8
million, respectively.
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54

The carrying value of the lease liability includes both principal and accrued interest on lease payments that are due in the
current and future periods. Lease liability is measured at the present value of the remaining lease payments, discounted using
the discount rate determined at the lease commencement date. Interest expense on lease liability is recognized in the
consolidated income statements over the lease term.
As of December 31, 2024, the weighted average discount rate applied to the Company’s lease liability was 6.5%, reflective of
the Company’s incremental borrowing rate. The determination of the incremental borrowing rate involves judgment, including
assumptions about the Company’s credit risk, economic conditions, and the lease-specific circumstances such as lease term and
asset class. Changes in these assumptions could have a material impact on the measurement of the Company’s lease liability.
The following table summarizes the total lease and operating expenses for the years ended December 31, 2024, 2023 and 2022:
For the year ended December 31,
2024
2023
2022
$
934,353
$
908,516
$
918,496
The following table provides a maturity analysis of the Company’s operating lease liability, based on undiscounted cash flows,
as of December 31, 2024:
December 31, 2024
2025
$
723,480
2026

773,603
2027

796,868
2028

820,889
2029

845,384
2030 and Thereafter

4,870,010
Total undiscounted operating lease payments

8,830,234
Less: Imputed interest

(2,494,744)
Present value of operating lease liability
$
6,335,490
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55

Note 9 Income Taxes
The provision for income taxes consists of:

For the year ended December 31,

2024
2023
2022
Current federal income tax provision
$ 11,122,669 $
9,974,451 $ 14,494,857
Current state and local income tax provision

3,038,022
2,731,661
4,119,580
Deferred income tax expense (benefit)

1,672,382
2,783,768
(4,526,654)
Provision for income taxes
$ 15,833,073 $ 15,489,880 $ 14,087,783
The following table reconciles the statutory federal income tax rate to the Company’s effective income tax rate:
2024
2023
2022
Statutory U.S. federal income tax rate
21.0 %
21.0 %
21.0 %
State and local income taxes, net of federal benefit
4.6
4.7
4.7
Internal revenue code section 162 limitations
1.4
1.3
1.5
Excess tax deficit on vesting of restricted shares
0.3
0.3
0.1
Income tax benefit from dividends paid on restricted shares
(0.4)
(0.5)
(0.9)
Other
(0.1)
—
(0.6)
Unconsolidated effective income tax rate
26.8 %
26.8 %
25.8 %
Impact attributable to redeemable noncontrolling interest (a)
—
(0.4)
1.8
Effective income tax rate
26.8 %
26.4 %
27.6 %
(a) The provision for income taxes includes expense (benefit) attributable to the fact that the Company’s operations include the Consolidated
Funds, which are not subject to federal income taxes. Accordingly, a portion of the Company’s earnings are not subject to corporate tax
levels.
Deferred income taxes and benefits arise from temporary differences between taxable income for financial statement and
income tax return purposes. Net deferred tax assets consisted of the following as of December 31, 2024 and 2023:
2024
2023
Stock-based compensation
$
2,649,082 $
2,778,585
Accrued compensation

10,696,310
10,715,239
Unrealized gains

(3,257,452)
(1,487,350)
Property and equipment

(194,110)
(422,062)
Other assets and liabilities

24,226
6,026
Net deferred tax assets
$
9,918,056 $ 11,590,438
The net temporary differences incurred to date will reverse in future periods as the Company generates taxable earnings. The
Company believes it is more likely than not that the results of future operations will generate sufficient taxable income to
realize the net deferred tax assets recorded. The Company records a valuation allowance when it is more likely than not that
some portion or all of the deferred tax assets will not be realized. As of December 31, 2024, no valuation allowance was
deemed necessary.
FASB ASC 740, Income Taxes, prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company
recognizes tax benefits related to positions taken, or expected to be taken, on its tax returns, only if the positions are “more-
likely-than-not” sustainable. Once this threshold has been met, the Company’s measurement of its expected tax benefits is
recognized in its financial statements. The Company did not record an accrual for tax-related uncertainties or unrecognized tax
positions as of December 31, 2024 and 2023, respectively. The Company does not expect a change to the reserve for uncertain
tax positions within the next twelve months that would have a material impact on the consolidated financial statements.
The Company and its subsidiaries file income tax returns with the Internal Revenue Service and the taxing authorities of
various states. Generally, the Company is subject to federal, state, and local examinations by tax authorities for the tax years
ended December 31, 2021 through 2024.
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56

Note 10 Earnings Per Share
DHIL common shares outstanding consist of all shares issued and outstanding, including unvested restricted shares. Basic and
diluted EPS are calculated under the two-class method. The following table sets forth the computation for basic and diluted
EPS and reconciliation between basic and diluted shares outstanding:

Year Ended December 31,

2024
2023
2022
Net income
$ 43,177,918 $ 43,085,548 $ 36,870,762
Less: Net (income) loss attributable to redeemable noncontrolling interest

(189)
(859,126)
3,563,345
Net income attributable to common shareholders
$ 43,177,729 $ 42,226,422 $ 40,434,107
Weighted average number of outstanding shares - Basic

2,757,860
2,948,625
3,107,604
Weighted average number of outstanding shares - Diluted

2,757,860
2,948,625
3,107,604
Earnings per share attributable to common shareholders
Basic
$
15.66 $
14.32 $
13.01
Diluted
$
15.66 $
14.32 $
13.01
Note 11 Commitments and Contingencies
The Company indemnifies its directors, officers, and certain employees for certain liabilities that may arise from the
performance of their duties to the Company. From time to time, the Company and its subsidiaries may be involved in legal
matters incidental to its business. There are currently no such legal matters pending that the Company believes will have a
material adverse effect on its consolidated financial statements. However, litigation involves an element of uncertainty, and
future developments could cause legal actions or claims to have a material adverse effect on the Company’s financial condition,
results of operations, and liquidity.
Additionally, in the normal course of business, the Company enters into agreements that contain a variety of representations and
warranties and that provide indemnification obligations. Certain agreements do not contain any limits on the Company’s
liability and could involve future claims that may be made against the Company that have not yet occurred. Therefore, it is not
possible to estimate the Company’s potential liability under these indemnities. Further, the Company maintains insurance
policies that may provide full or partial coverage against certain of these liabilities.
Note 12 Sale of the High Yield-Focused Investment Advisory Contracts
DHCM entered into an asset purchase agreement dated February 2, 2021 (the “Purchase Agreement”) with Brandywine Global,
a specialist investment manager of Franklin Resources, Inc. The transaction closed on July 30, 2021, at which time Brandywine
Global acquired the High Yield-Focused Advisory Contracts. After the closing, the Corporate Credit Fund and the High Yield
Fund were renamed as the BrandywineGLOBAL Corporate Credit Fund and the BrandywineGLOBAL High Yield Fund (the
“High Yield-Focused Funds”).
DHCM determined the gain on this transaction in accordance with FASB ASC 610-20, Gains and Losses from the
Derecognition of Nonfinancial Assets. DHCM received an initial cash payment at closing of $9.0 million, which was included
in gain on sale of High Yield-Focused Advisory Contracts in the consolidated statements of income during the third quarter of
2021.
Under the terms of the Purchase Agreement, DHCM received an additional payment of $6.8 million based on the net revenue of
the High Yield-Focused Funds on July 30, 2022, effectively closing the transaction. The additional payment was included in
gain on sale of High Yield-Focused Advisory Contracts in the consolidated statements of income during the third quarter of
2022.
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57

Note 13 Subsequent Events
On February 26, 2025, the Board approved a quarterly cash dividend of $1.50 per share, payable on March 21, 2025, to
shareholders of record as of the close of business on March 10, 2025.
From January 1, 2025 through February 26, 2025, the Company granted approximately 127,000 restricted shares which
increased deferred equity compensation by $19.1 million. The recognition of compensation expense related to these awards
over the remaining vesting periods is as follows:
2025
2026
2027
2028
2029
Thereafter
Total
$
4,320,272 $
5,168,523 $
5,168,523 $
2,623,772 $
1,775,522 $
— $
19,056,612
ITEM 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosures
None.
ITEM 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, including the Chief Executive Officer and the Chief Financial Officer, has conducted an evaluation of the
effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange
Act) as of the end of the period covered by this Form 10-K (the “Evaluation Date”). Based on such evaluation, the Chief
Executive Officer and the Chief Financial Officer have concluded that, as of the Evaluation Date, the Company’s disclosure
controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms, and to ensure that the information required to be disclosed by the
Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s
management, including the Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2024
that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its
consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the
United States of America.
Under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, management
assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on criteria
established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this assessment, management concluded that the Company’s internal control over financial
reporting was effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external reporting purposes in accordance with GAAP. [The audit
committee of the Board reviewed the results of management’s assessment.]
The Company’s independent registered public accounting firm, KPMG LLP, has audited the Company’s 2024 and 2023
consolidated financial statements included in this Form 10-K and the Company’s internal control over financial reporting as of
December 31, 2024, and has issued its Report of Independent Registered Public Accounting Firm on Consolidated Financial
Statements and the Company’s internal control over financial reporting, which is included in this Form 10-K.
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58

Inherent Limitations on Effectiveness of Controls
There are inherent limitations in the effectiveness of any control system, including the potential for human error and the
possible circumvention or overriding of controls and procedures. Additionally, judgments in decision-making may be faulty
and breakdowns may occur because of a simple error or mistake. An effective control system can provide only reasonable, not
absolute, assurance that the control objectives of the system are adequately met. Accordingly, management, including the
Chief Executive Officer and Chief Financial Officer, does not expect that the control system can prevent or detect all errors or
fraud. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Diamond Hill Investment Group, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Diamond Hill Investment Group, Inc. and subsidiaries' (the Company) internal control over financial reporting
as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated
statements of income, shareholders’ equity and redeemable noncontrolling interest, and cash flows for each of the years in the
three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our
report dated February 26, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's
Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
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59

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Columbus, Ohio
February 26, 2025
ITEM 9B.
Other Information
During the quarter ended December 31, 2024, no director or officer (as defined under Rule 16a-1 of the Exchange Act) adopted
or terminated any Rule 10b5-1 trading arrangements or any non-Rule 10b5-1 trading arrangements (in each case, as defined in
Item 408(a) of Regulation S-K).
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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60

PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance
Information required by this Item 10 is incorporated herein by reference from the Company’s definitive proxy statement for its
2025 annual meeting of shareholders, which will be filed with the SEC no later than 120 days after December 31, 2024,
pursuant to Regulation 14A of the Exchange Act (the “2025 Proxy Statement”), under the captions: “Delinquent Section 16(a)
Reports”, “Proposal 1 - Election of Directors”, “The Board of Directors and Committees”, “Corporate Governance”, and
“Executive Compensation”.
ITEM 11.
Executive Compensation
Information required by this Item 11 is incorporated herein by reference from the 2025 Proxy Statement under the captions:
“The Board of Directors and Committees”, “Corporate Governance”, and “Executive Compensation” (excluding the
information under the subheadings “Pay Versus Performance Table,” “Tabular List of Important Financial Performance
Measures” and “Analysis of Information Presented in the Pay Versus Performance Table”).
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The following table sets forth certain information concerning the Company's equity compensation plans at December 31, 2024:
Equity Compensation Plan Information

(a)
(b)
(c)
Plan category
Number of securities to
be issued upon the
exercise of outstanding
options, warrants and
rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)
Equity compensation plans approved by security holders
—

—
152,759
The other information required by this Item 12 is incorporated herein by reference from the 2025 Proxy Statement under the
captions: “Security Ownership of Certain Beneficial Owners and Management” and “ Executive Compensation.”
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
Information required by this Item 13 is incorporated herein by reference from the 2025 Proxy Statement under the caption:
“Proposal 1 – Election of Directors – Director Independence” and “Corporate Governance”.
ITEM 14.
Principal Accountant Fees and Services
Information required by this Item 14 is incorporated herein by reference from the 2025 Proxy Statement under the caption:
“Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm”.
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61

PART IV
ITEM 15.
Exhibit and Financial Statement Schedules
(a) (1)
Financial Statements: See “Index to the Consolidated Financial Statements” within Part II. Item 8, Financial
Statements and Supplementary Data.
(2)
Financial Statement Schedules: All financial statement schedules for which provision is made in the applicable
accounting regulations of the SEC are omitted because they are not required or the required information is included
in the accompanying financial statements or notes thereto.
(3)
Exhibits:
3.1
Amended and Restated Articles of Incorporation of DHIL (incorporated by reference from Exhibit 3.1 to the
Annual Report on Form 10-K filed with the SEC on February 29, 2024).
3.2
Amended and Restated Code of Regulations of the Company (incorporated by reference from Exhibit 3.2 to
the Current Report on Form 8-K filed with the SEC on April 28, 2017).
4.1
Description of DHIL Capital Stock (incorporated by reference from Exhibit 4.1 to the Annual Report on Form
10-K filed on February 27, 2020).
10.1
Amended and Restated Investment Management Agreement between Diamond Hill Capital Management, Inc.
and the Diamond Hill Funds dated November 17, 2011, as amended August 22, 2024 (incorporated by
reference from Exhibit 99(D)(III) to Form N-1A filed by Diamond Hill Funds as a 485BPOS on September 27,
2024).
10.2
Amended and Restated Administrative, Fund Accounting and Transfer Agency Services Agreement dated as
of May 31, 2002, as amended August 22, 2024, between Diamond Hill Capital Management, Inc. and the
Diamond Hill Funds (incorporated by reference from Exhibit 99(H)(V) to Form N-1A filed by Diamond Hill
Funds as a 485BPOS on September 27, 2024).
10.3*
Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan. (incorporated by reference from
Exhibit 10.1 to the Registration Statement on Form S-8 filed with the SEC on June 27, 2014).
10.4*
Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan Form of Restricted Stock Award
Agreement - Employee New Hire (incorporated by reference from Exhibit 10.4 to the Annual Report on Form
10-K filed with the SEC on February 21, 2019).
10.5*
Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan Form of Restricted Stock Award
Agreement - Employee Long-Term Incentive (incorporated by reference from Exhibit 10.14 to the Annual
Report on Form 10-K filed with the SEC on February 25, 2022).
10.6*
Diamond Hill Investment Group, Inc. 2014 Equity and Cash Incentive Plan Form of Restricted Stock Award
Agreement - Director (incorporated by reference from Exhibit 10.15 to the Annual Report on Form 10-K filed
with the SEC on February 25, 2022).
10.7*
Diamond Hill Investment Group, Inc. 2022 Equity and Cash Incentive Plan (incorporated by reference from
Exhibit 99.1 to the Registration Statement on Form S-8 filed with the SEC on June 14, 2022).
10.8*
2022 Equity and Cash Incentive Plan Form of Restricted Stock Award Agreement - Employee New Hire
(incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on July
28, 2022).
10.9*
2022 Equity and Cash Incentive Plan Form of Restricted Stock Award Agreement - Employee Long-Term
Incentive (incorporated by reference from Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the
SEC on July 28, 2022).
10.10*
2022 Equity and Cash Incentive Plan Form of Restricted Stock Award Agreement - Director (incorporated by
reference from Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on July 28, 2022).
10.11*
Diamond Hill Fixed Term Deferred Compensation Plan (incorporated by reference from Exhibit 10.1 to the
Current Report on Form 8-K filed with the SEC on April 30, 2013).
10.12*
Diamond Hill Variable Term Deferred Compensation Plan (incorporated by reference from Exhibit 10.2 to the
Current Report on Form 8-K filed with the SEC on April 30, 2013).
10.13*
First Amendment to the Diamond Hill Fixed Term Deferred Compensation Plan (incorporated by reference
from Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 28, 2013).
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62

10.14*
First Amendment to the Diamond Hill Variable Term Deferred Compensation Plan (incorporated by reference
from Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 28, 2013).
10.15*
Second Amendment to the Diamond Hill Variable Term Deferred Compensation Plan (incorporated by
reference from Exhibit 10.15 to the Annual Report on Form 10-K filed with the SEC on February 29, 2024)..
10.16*
Third Amendment to the Diamond Hill Variable Term Deferred Compensation Plan (incorporated by reference
from Exhibit 10.16 to the Annual Report on Form 10-K filed with the SEC on February 29, 2024).
10.17*
Employment Agreement between Heather E. Brilliant and Diamond Hill Capital Management, Inc., dated
October 26, 2021 (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed
with the SEC on October 26, 2021).
10.18*
Amendment to Employment Agreement for Heather E. Brilliant, dated March 31, 2023 (incorporated by
reference from Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on May 10, 2023).
10.19*
Amendment No. 2 to Employment Agreement between Heather E. Brilliant and Diamond Hill Capital
Management, Inc. dated November 14, 2023 (incorporated by reference from Exhibit 10.19 to the Annual
Report on Form 10-K filed with the SEC on February 29, 2024).
10.20*
Diamond Hill Investment Group, Inc. Employee Stock Purchase Plan (incorporated by reference from Exhibit
10.3 to the Quarterly Report on Form 10-Q filed with the SEC on October 27, 2020).
10.21*
Asset Purchase Agreement By and Between Brandywine Global Investment Management, LLC and Diamond
Hill Capital Management, Inc. (incorporated by reference from Exhibit 10.1 to the Quarterly Report on Form
10-Q filed with the SEC on April 26, 2021).
10.22*
Form of Diamond Hill Investment Group, Inc. Executive Officer and Director Indemnification Agreement
(incorporated by reference from Exhibit 10.22 to the Annual Report on Form 10-K filed with the SEC on
February 29, 2024).
10.23
Investment Management Agreement between Diamond Hill Capital Management, Inc. and the Diamond Hill
Securitized Credit Fund dated August 21, 2024 (incorporated by reference from Exhibit 99.(2)(G) to Form
N-2A filed by Diamond Hill Securitized Credit Fund on August 30, 2024).
10.24
Administrative and Transfer Agency Services Agreement between Diamond Hill Capital Management, Inc.
and the Diamond Hill Securitized Credit Fund dated August 21, 2024 (incorporated by reference from Exhibit
99.(2)(K)(1) to Form N-2A filed by Diamond Hill Securitized Credit Fund on August 30, 2024).
14.1
Amended Code of Business Conduct and Ethics (incorporated by reference from Exhibit 14.1 to the Annual
Report on Form 10-K filed with the SEC on February 27, 2020).
19.1
Diamond Hill Capital Management, Inc. Insider Trading Policy (filed herewith)
21.1
Subsidiaries.
23.1
Consent of Independent Registered Public Accounting Firm, KPMG LLP.
31.1
Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1
Section 1350 Certifications.
97.1
Diamond Hill Investment Group, Inc. Executive Officer Compensation Recoupment and Restitution Policy
(incorporated by reference from Exhibit 97 to the Annual Report on Form 10-K filed with the SEC on
February 29, 2024).
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
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63

104
Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101).
*
Denotes management contract or compensatory plan or arrangement.
(b) Exhibits: Reference is made to Item 15(a)(3) above.
(c) Financial Statement Schedules: None required.
ITEM 16.
Form 10-K Summary
None.
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64

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:

DIAMOND HILL INVESTMENT GROUP, INC.
By:
/s/ Heather E. Brilliant
Heather E. Brilliant, Chief Executive Officer and President
February 26, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date
/s/ Heather E. Brilliant

Chief Executive Officer and

February 26, 2025
Heather E. Brilliant

President (Principal Executive Officer)

/s/ Thomas E. Line

Chief Financial Officer and

February 26, 2025
Thomas E. Line

Treasurer (Principal Financial Officer and
Principal Accounting Officer)

Richard S. Cooley*
Director
February 26, 2025
Richard S. Cooley
Gordon B. Fowler*
Director
February 26, 2025
Gordon Fowler
James F. Laird*
Director
February 26, 2025
James F. Laird
Paula R. Meyer*

Director

February 26, 2025
Paula R. Meyer

Nicole R. St. Pierre*

Director

February 26, 2025
Nicole R. St. Pierre

L’Quentus Thomas*

Director

February 26, 2025
L’Quentus Thomas

* By
/s/ Thomas E. Line
Thomas E. Line
Executed by Thomas E. Line
on behalf of those indicated pursuant to Powers of Attorney
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65

diamond-hill.com
BOARD OF DIRECTORS
Heather E. Brilliant
Chief Executive Officer and President,
Diamond Hill Investment Group, Inc.
Director since 2019
Richard S. Cooley
Teaching Fellow, The University of Chicago
Chair of the Board
Director since 2020
Gordon B. Fowler
Strategic Advisor, Glenmede Corporation
Director since 2024
James F Laird
Retired Chief Financial Officer, Diamond Hill
Capital Management, Inc.
Director since 2011
Paula R. Meyer
Retired President, RiverSource Funds
Chair of the Nominating and Governance
Committee
Director since 2019
Nicole R. St. Pierre
Retired Managing Director, Head of Client
Services and Business Platform & Americas
Regional Lead, J.P. Morgan
Chair of the Compensation Committee
Director since 2019
L’Quentus Thomas
Senior Managing Director, Stonehenge Capital
Chair of the Audit Committee
Director since 2021
OFFICERS
Heather E. Brilliant
Chief Executive Officer and President
Thomas E. Line
Chief Financial Officer
Jo Ann Quinif
President and Chief Client Officer,
Diamond Hill Capital Management, Inc.

diamond-hill.com
Investor Information
Corporate Headquarters
Diamond Hill Investment Group, Inc.
325 John H. McConnell Blvd., Suite 200
Columbus, OH 43215
614.255.3333
info@diamond-hill.com
www.diamond-hill.com
Stock Listing
Diamond Hill Investment Group, Inc. is listed on
the Nasdaq Global Select Market
Ticker Symbol: DHIL
Shareholder Information
The Transfer Agent for Diamond Hill is Equiniti
Trust Company. Shareholders who wish to
transfer their stock or change the name in which
the shares are registered should contact:
Equiniti Trust Company
PO Box 64874
St. Paul, MN 55164-0874
800.401.1957
Independent Registered Public Accountants
KPMG LLP
Columbus, OH
Form 10-K and Other Financial Reports
The Company’s Annual Report on Form 10-K,
as filed with the U.S. Securities and Exchange
Commission, which includes the complete
financial statements of the company, has
been included with the proxy materials mailed
to each shareholder. Additional copies are
available without charge by contacting the
Company at:
325 John H. McConnell Blvd., Suite 200
Columbus, OH 43215
614.255.333
info@diamond-hill.com
Legal Counsel
Vorys, Sater, Seymour and Pease LLP
Columbus, OH