Thank you for standing by, and welcome to the Navigator Global Investments Limited annual general meeting. I would now like to hand the meeting over to your first speaker today, Michael Shepherd. Please go ahead.
Morning, ladies and gentlemen. As just mentioned, I'm Michael Shepherd, and I'm the Chair of Navigator Global Investments Limited and the Chair of today's meeting. I'm very pleased to welcome you to the Navigator Global Investments Limited 2025 annual general meeting. It's now after 10:00 A.M., and I've been informed by the Company Secretary that a quorum is present, so I now declare the meeting open. The agenda for today's meeting will be as follows. After introducing our directors, I will give my Chairman's address. The Navigator CEO, Stephen Darke, will address the meeting, following which we will conduct the formal business of the meeting. Finally, there will be an opportunity for participants to ask any other questions they may have. Firstly, some housekeeping matters. Shareholders can participate online via webcast, which allows shareholders to watch and listen to the meeting and ask questions online.
For those of you online who have a question that you would like to put to the meeting today, we suggest that you enter your questions now, and we'll use our best endeavors to address them at an appropriate time during the meeting. Due to time constraints, we may not be able to get to every question. If this happens, we'll be in touch as soon as possible to answer your questions after the meeting. Recording of this meeting will be available via our website shortly after the meeting has concluded. Shareholders who wish to ask a question by voice, please click on the Ask Question button, select Go to Web Phone, and then click on the green Phone button. When you dial into the teleconference facility, you will be asked to mute your computer or devices and listen to the meeting by phone.
If you wish to ask a question, you will need to dial star one on your keypad when we come to the relevant time. This will indicate to the moderator that you wish to ask a question. The teleconference moderator will require your name and will introduce you before prompting you to ask your question and unmuting your line at the relevant time. In order to ensure that all shareholders have a reasonable opportunity to comment and ask questions, I request that shareholders do not ask more than two questions at a time. If we experience any technical issues today, a short recess or adjournment may be required depending on the number of shareholders being affected. If this occurs, I shall advise you accordingly. Welcome again.
Today I'm joined here by my fellow directors, Stephen Darke, on the end is Chief Executive Officer and Managing Director, Roger Davis, Independent Non-Executive Director, and the Chairman following this meeting. Nicola Meaden, Independent Non-Executive Director, Suvan de Soysa , Independent Non-Executive Director, Lindsay Wright, Independent Non-Executive Director, and Marc Pillimer, Non-Executive Director. Also present today are Ross Zachary, the Chief Investment Officer and Head of NGI Strategic Investments, Amber Stoney, Chief Financial Officer and Company Secretary, and Nathan Young, our Audit and Assurance Partner from Ernst & Young, who is also present and available to answer any questions about the audit, the auditor's report, the accounting policies adopted in the financial statements, and the auditor's independence. Sean McGould, Chief Executive Officer and Chief Investment Officer of Lighthouse Investment Partners, is an apology today due to travel commitments. Now for the meeting formalities.
The notice of meeting was duly given, and the meeting has been properly convened. We will turn to resolutions later in the meeting. Please note that only shareholders, proxy holders, or shareholders' company representatives may vote. Voting on all resolutions will be conducted by way of poll. Shareholders attending the meeting in person should ensure they have registered their attendance with the MUFG representative and have been issued with a voting card. Shareholders attending the meeting online will be able to cast their vote using the electronic voting card received when online registration is validated. Please refer to the virtual meeting online portal guide or use the helplines specified. Following the voting, general business questions will be taken. Asking questions. Those watching online will be able to ask questions in written format via the online portal or by voice using the teleconference facility during the meeting.
I'll provide sufficient notice for shareholders to ask questions in these formats. Shareholders and proxy holders attending the meeting and wishing to ask a question through the virtual meeting website, please click the Ask Question button. Type your questions and click Submit. If you're having any issues being able to ask a question, please refer to the virtual AGM guide or call the helpline number that is on your screen. I encourage shareholders who are attending the AGM online and have questions to submit those as soon as possible. In the event we receive multiple questions on a similar topic, questions will be condensed so as to be able to answer as many questions as possible. I will endeavour to answer all relevant questions from shareholders during today's meeting.
However, I reserve the right as Chair to rule questions as not pertaining to the AGM, out of order, and take questions on notice. I propose that the order of taking questions will be as follows. Firstly, from any shareholders in physical attendance at the meeting today. Secondly, from shareholders using the teleconference facility by voice. Finally, from any shareholders who have asked a question online via written text. There were no shareholder questions received prior to the meeting. Is that still true? Yeah. Right. It's my privilege to address you today for the final time as Chairman of Navigator Global Investments. After 16 years as Director, 11 of those as Chairman, I retire at the conclusion of this meeting. Reflecting on my tenure, I'm very pleased with the growth of Navigator and the development of a strong and very highly committed team.
This past year has demonstrated the power and the potential of the Group, and I retire with a sense of satisfaction that 2025 was a year of strong performance and strategic growth for our Group. I'll make one comment here. All the dollars on the slides and in my address are U.S. dollars. If otherwise, we'll point that out. If I slip up and just say dollars, you know it's U.S. dollars. Looking back at our financial performance for the 2025 year, Navigator delivered record earnings and strong growth across our financial metrics. Revenue for the Group was $204 million, an increase of 18% on the prior year. This was driven both by the NGI Strategic and Lighthouse segments of our business. Distributions from our partner firms totaled $80.1 million, a 10% increase on the prior year.
This stronger revenue, coupled with an improved operating margin of 56%, drove record adjusted EBITDA for the second consecutive year, reaching $113.6 million, a 26% increase on the prior year. On the prior year, I should say. This exceeded our original expectations, having upgraded our earnings outlook in May. These results were driven by outstanding investment performance from Lighthouse, which generated record performance fees of $35.7 million and higher distributions from our NGI Strategic Partner Firms. The Group's net profit after tax grew to $119.4 million, equating to $ 0.21 of earnings per share. Australian. That is Australian earnings per share.
Yeah, earnings per share is like USD per share.
USD?
Yeah.
Yeah, bigger part. Sorry. Our strategy of investing in high-quality alternative asset managers continues to deliver results. This year, we welcomed 1315 Capital Partners to our family of Partner Firms. 1315 Capital is a private equity firm with over $1 billion in assets under management, specializing in growth equity and buyout capital for med tech, pharma outsourcing, healthcare services, and health and wellness companies. This partnership expands our presence in private markets and introduces us to a sector with significant growth opportunities. We're excited to support the talented team at 1315 Capital as they build on their impressive track record in healthcare investments. As announced on the 25th of August with the release of NGI's financial year 2025 results, the Board has undertaken a review of the company's capital management strategy, particularly as it relates to the payment of dividends.
Our Capital Management priorities are to preserve our strong balance sheet, grow through adding new partnerships with quality alternative asset managers, and ensure such acquisitions meet our investment criteria with a view to delivering long-term shareholder value. With this in mind, the board solicited feedback from our shareholders and other external stakeholders who decisively responded that our policy of an annual $0.03-$0.04 per share unfranked dividend was not a key consideration for maintaining an investment in NGI. Following this review of our dividend policy and after feedback, the board has concluded that the best current use of NGI's capital is to allocate these funds towards accretive growth opportunities, and the company will discontinue the payment of dividends following its last dividend paid in September of this year.
This decision reflects our commitment to prioritizing long-term growth and shareholder value through strategic transactions and new partnership opportunities, and we believe this approach positions NGI for future growth and value creation for all its shareholders. The Board will continue to regularly review our capital management strategy, including assessing the best use of excess capital should that situation arise. With a robust and evolving pipeline of investment opportunities, we are confident that the change to capital management and dividend policy announced today is the best way to support continued growth of NGI. As I mentioned at the outset, after 16 years as a Director, I will retire at this AGM, and I'm not seeking re-election. It's been an honor to oversee NGI's transformation into a high-performing, diversified global alternative asset management company.
I'm confident with a strong board and leadership team, a clear strategy, and a robust balance sheet, NGI is well positioned for continued growth. The Board was pleased to announce the appointment of Roger Davis as an Independent Non-Executive Director effective the 26th of August of this year. Roger will assume the chairmanship upon my retirement. His extensive experience in financial services, governance, and strategic leadership will be invaluable as NGI pursues its ambitious growth strategy. His appointment further strengthens our Board and reinforces our commitment to strong governance. Additionally, after 17 years on the NGI board, Executive Director Sean McGould has advised his intention to retire as a Director at this AGM. Sean will continue as CEO and CIO of Lighthouse and remains a significant shareholder, committed to supporting NGI Strategy.
I would like to thank Sean for his support and advice over those years, and particularly during my role as Chair. The Board intends to appoint NGI CIO Ross Zachary as an Executive Director to succeed Sean. On behalf of the Board, I would like to welcome Ross as a Director in due course. His contribution to the growth of the NGI Strategic Portfolio has been and remains extremely valuable. Before concluding, I would like to reiterate our commitment to strong governance practices. The Board will continue to review remuneration policies and practices across the Navigator Group to ensure our compensation frameworks adapt to be competitive, equitable, and aligned with both shareholder interests and industry best practice in the jurisdictions in which we operate. We focus on attracting, retaining, and rewarding top talent while maintaining transparency and fairness across all levels of the organization.
I'd like to take this opportunity to express my gratitude to our dedicated team, led by our CEO, Stephen Darke, whose focus and drive have delivered another successful year. The team's commitment, expertise, and hard work are the foundation of our continued success. To our Partner DFirms, thank you for your collaboration and shared vision. I'd like to thank my fellow Directors. Their contribution to Navigator is crucial, and I've enjoyed working alongside them over the last 16 years. The Board and Management Team have built a strong and resilient organization, and I'm confident that our strong partnerships will continue to drive growth and innovation. Thanks also to our shareholders, both new and long-standing, for your ongoing support. As I step down, I do so with great pride in NGI's achievements and confidence in its future. Thank you. We'll now hand over to Stephen for the CEO's address.
Thank you, Mike, and congratulations on a great tenure as the Chair and Director of Navigator. Good morning, everybody. In FY25, Navigator continued its ambition to build the leading ASX-listed alternative asset management firm, exclusively partnering on established and high-quality investment managers globally. We call them our Partner Firms. The drivers of Navigator's growth really have been led by sustained investment performance by those Partner Firms, continuing to deliver strong relative and absolute returns, and more recently, increased flows momentum across the portfolio. Our Partner Firms are continuing their successful track record of investing and growing across market cycles. However, it is not just about the quantum of the AUM; it is about the quality of the AUM managed by our firms and the resulting earnings power. Navigator's focus is on owning a diversified portfolio of equity stakes in leading alternative asset managers, each producing strong risk-adjusted performance for their investors.
Such managers can command high base fees. They can generate resilient performance fees and operate on higher margins, which ultimately delivers more consistent distributions to Navigator. As the Chair mentioned, FY 25 was a very strong year, delivering strong revenue growth and record earnings. We delivered that robust growth across AUM, revenue, and adjusted EBITDA. These were results that were achieved whilst maintaining stable management fee rates, increased performance fees, and higher operating margins across both NGI's business segments. Resilient AUM and investment performance across market cycles underpin the profitability of any successful asset management business. In FY 25, our ownership adjusted AUM increased to $27.7 billion, up 6% from PCP. The key driver of growth was investment performance.
The capital-raising environment proved more challenging in the second half of FY25 and since as well due to elevated market volatility and political uncertainty and the lack of liquidity and realisations in private market strategies. Against this backdrop, we saw net inflows into Lighthouse Investment Partners' direct hedge funds and Navigator's private market managers for the September 2025 quarter, providing good momentum for FY26. Total firm-level AUM reached $84 billion as at 30 June, reflecting 12% growth in USD and 13% growth in AUD. This has increased to $87 billion as of 30 September. The strength of our AUM is supported by three key attributes. Firstly, Diversification. As of June 2025, our portfolio was diversified across 12 partner firms with 46 strategies and 223 products currently represented. Secondly, Performance. The growth is supported by both net inflows and investment performance, reflected in the breakdown by AUM by Partner Firm.
Strategic Expansion. We are prudent and measured in our identification and assessment and execution of new investments, as these are important long-term relationships with material upside if they're diligently underwritten. The addition of new Partner Firms, including during the year 1315 Capital, further broadened our exposure and contributed to our overall growth. NGI's revenue composition demonstrates the strength and consistency of our diversified business model. We maintain a solid base for earnings, with on average 67% of NGI's revenues over the past four years being base management fees. Performance fees have been robust and consistent, ranging between 26 and 47 basis points over the same period of our ownership adjusted AUM, reflecting our Partner Firm's sustainable alpha performance across investment cycles, as well as low correlation across our strategies and high performance fee rates.
The growth in AUM, coupled with the underlying revenue composition and higher margins, drove a record $113.6 million of adjusted EBITDA. Both the NGI Strategic business and the Lighthouse business pleasingly contributed strongly. NGI Strategic delivered adjusted EBITDA of $74.5 million, representing a margin of 95% on its total revenues, which is an incredible margin and very indicative of this type of business model if executed successfully. That's an increase of 11% on PCP, making a fourth consecutive year of strong, consistent profit distributions. This highlights the value of Portfolio Diversification, as well as the earnings power that a well-constructed portfolio can generate for shareholders. Our ongoing focus on the high revenue yield achievable for alternative asset management, as well as increasing the proportion of our AUM invested in longer-term locked-up capital, should further improve longer-term revenues, margins, and the stability of our earnings stream.
In terms of the Lighthouse business, whilst overall AUM was relatively flat, at up 1% for the financial year, the business delivered an adjusted EBITDA of $39.1 million, an increase of 61% on the prior year, and reflecting a higher operating margin of 33%. Underpinning this result was $87.1 million of management fees, 4% up, and Lighthouse recorded a significant improvement in performance fees, earning $35.7 million for the 2025 financial year. During the year, Lighthouse continued its focus on direct hedge fund strategies. As the business continues to evolve, we expect that the proportion and quantum of AUM in those direct hedge funds to continue to increase, generating higher management fees and scaling the potential for higher and more diversified performance fees.
The strong 25 calendar year performance to date across the Lighthouse strategies and their absolute return focus should support continued AUM organic growth over the medium term across the platform, despite a challenging fundraising environment. Volatility in the lower margin managed account services sector is expected, but it does not materially impact the overall revenue and earnings profile of Lighthouse. This was a slide that we first put up yesterday at quite a successful NGI Investor Day. Creating shareholder value underpins our focus at Navigator. Our key growth drivers include increasing AUM, supplemented by additional investments in new and growing Partner Firms. Our competitive advantage includes the strategic relationship with Blue Owl, our origination network, as well as Navigator's permanent capital structure. We foster collaboration with our partner firms, where with the assistance of the Blue Owl Business Services platform, we support their growth to create value.
We look to continue to build out through disciplined and measured investment of our capital a larger and more diversified portfolio of Partner Firms that satisfy our investment criteria. NGI's earnings stability is driven by aligning our interest with those Partner Firms and their founders in principle, and the high cash generation from alternative asset management firms with scalable and capital-like business models. I believe NGI has established a strong platform for future success, and we see further exciting opportunities to continue to grow. I would like to thank the Board for their commitment and guidance this year. In particular, I extend a special thank you to Michael Shepherd and Sean McGould in his absence, both who are retiring from the board following this AGM after long periods of service and who have guided Navigator into a new era of growth.
Mike, in particular, has steered us through many volatile markets over his 16 years as a Director, and he can be proud that he's handing the chairmanship to Roger at a time when Navigator is in a solid financial position and poised for continued expansion. Sean, of course, continues as a key executive of the Group with his ongoing leadership of the Lighthouse business that he founded. I look forward to continuing to work with Sean as he focuses on the innovation and expansion of that business. Thanks in particular to the NGI management team led by Ross and Amber and the staff globally who have worked tirelessly throughout the year. We also congratulate our underlying Partner Firms, who you heard for a few of them yesterday, for their continued successes in 2025 and on the successful execution of their respective growth opportunities.
My gratitude also to our shareholders, including many of you who attended the Investor Day, for your continued support and interest in the Navigator story. With that, I'll hand back to the Chairman for the formal business of the meeting.
Thanks, Stephen. As Stephen said, that does bring us to the formal business of the meeting. Matters requiring resolution, which are outlined in the notice of meeting. The notice of meeting was dispatched to all shareholders, and I propose that that notice of meeting be taken as read. The resolutions for consideration today may only be voted on by shareholders, proxy holders, and shareholder corporate representatives. Shareholders online through the virtual meeting platform have the opportunity to ask questions on each matter being put to shareholders. Now, moving to the resolutions, I propose to call a poll on each of these resolutions. After outlining each resolution, I will invite any questions and then pause to allow voting via the electronic voting cards. Votes may, of course, be submitted at any time during the meeting.
I confirm that where the Chairman has been appointed as proxy by a shareholder, I intend to vote the undirected proxies in favor of each item of business. I also note there are voting exclusions which apply to key management personnel in relation to some items of business. These excluded votes are included in the total of disregarded votes, which will be displayed in relation to each resolution. Financial report. First item of ordinary business is the tabling of the financial report, the Director's report, and the auditor's report for the financial year ended 30 June 2025. The reports are laid before the meeting as required by the Corporations Act 2001, but are not the subject of a resolution. The earlier addresses included discussion of the company's performance for the 2025 financial year. I now invite you to submit any questions that you may have in relation to the reports.
I would ask that questions on any of the other items of business be deferred until we come to that particular item. Questions may also be asked of our Auditor, Mr. Nathan Young, in relation to the conduct of the Audit, the content of the Audit report, accounting policies adopted by the company, and the independence of the Auditor in carrying out the Audit. Are there any questions from shareholders with us here today in the room?
Chair, I neglected to bring a copy of the notice of meeting with me. My questions relate to the remuneration report. Is this the moment to raise those?
Next resolution. Next resolution.
That's the next resolution. Could I ask you to wait till then?
Yeah, certainly.
Thanks. Yes.
Thank you. Hello? Is that working yet?
Yeah, it's working.
Thank you. David Kingston, K Capital. Look, my issues are more about sustainability. I think you've had a fantastic year. You've doubled. Chair, you know in particular the volatility of this stock over your period. People fall in love with it and out of love with it. I'd congratulate the CEO. I think the market loves what you're doing, Stephen, so well done. I think he's a great guy. My issues, and I'll give a little bit of background, Chair, to put context into the question, are all around about sustainability, given the traditional volatility of the stock. If we look at it, congrats on a strong 2025. Performance fees well up. Not necessarily sustainable, but well up given the strong markets. Your market cap, your share price has doubled, $3, market cap $1.5 billion. Volatile stock, as you know, Chair, it was in the $2 in 2017.
You then paid $700 million for U.S. Lighthouse, and the stock rocketed to over $5 in 2018. It retraced itself to the mid-ones in 2020. You then had a rights issue at the end of 2023 at $1 and a placement to Blue Owl at $1.40. Look, it's obviously volatile, and as I said, this is just a bit of background, but then I'll get to the question because my issue is all about sustainability. Lighthouse, obviously, as we know, is a wholly owned hedge fund with absolute return focus, a firm of $16 billion U.S. You then have the 11 minority stakes in NGI Strategic with attributable firm of $12 billion U.S. The key issues in valuing firm, as you know, Chair, are several. Firm varies dramatically. Sometimes it's worth 1%, sometimes it's worth 10%.
The key issues are what portion of the revenue is annuity-type management fees compared to performance fees, the fee terms and the stickiness, what portion of the fees are allocated to the funds management company compared to the executive management team and the fundies, and also hard assets. Now, you're in a good position with hard assets of $793 million. Your cap, as I said, AUD 1.5 billion, which represents slightly over 3% of ownership-adjusted AUM, which is probably around the mid-level for fundies. You've got L1 at a much higher level, Regal at a higher level, some fundies are at a much lower level.
My first question, Chair, either for yourself or for Roger or the Chief Executive, is given the huge historical volatility over your tenure, how can you give shareholders confidence that the recent doubling in value is sustainable rather than being a kick because of the bull market? Thank you.
Thanks for that, David. A couple of observations, and I'm very aware of the volatility of the stock and of the sector for that matter. 15 years ago or more, Lighthouse was the only asset. It was operating in a market; it was a fund of funds in the hedge market. That sector has had a lot of headwinds and a lot of battering. We made a decision then to diversify away from just hedge funds and particularly fund of funds. We've done that. It's taken time. It's taken an awful lot of work. A lot of our peers are no longer with us. That actually disappeared around the world. The volatility in our own share price has probably been exacerbated because of the lack of liquidity. We were a small company with a lot of concentrated shareholdings. That exacerbated it.
Turning to the sustainability of our current performance, the decision to invest in minority interests in Boutique Asset Managers was, it's in a framework where we have a very strong desire for investing in diversity and in assets, fund managers that have strategic operations and objectives which are not correlated. We absolutely try to invest in a diversity where we have non-correlated assets and the performance of those assets. The reason being is, as you quite rightly point out, a large amount of the revenue is performance fee-based. That is a factor. That's a factor in the industry. When we look at investment, we look for those that are uncorrelated as much as possible and within reason. It's not always, it's not the only consideration. We hope that that will present a much steadier flow of revenues.
But having said that, I might ask Stephen or Ross to add to that.
Yeah, I'm happy. Good question, obviously, David, in terms of the sustainability of asset managers. I mean, five years ago, obviously, it was before my time, so it's right that Mike is responding to that. But Navigator had 40%-50% less AUM than it does today. There's one manager, we now have 11 after having sold the 12th to Man Group just recently. 67% of our revenues are base management fee. The rest of it, as UBS reported two weeks ago, has only a 14% variability on the performance fee side, and I would argue is undervalued by the market on a multiple of earnings. We do think of things that way, as do the analysts, as compared to a percent of valuation on firm, even though that's valid.
From a sustainability front, we put in every earnings report a correlation and diversification analysis in the appendix, and that might just seem like something we put in, but we're actively, and we're doing that right now in relation to the pipeline of liquid alternatives that we see. We match it against our portfolio. It's no accident that three- and five-year long-term returns across the portfolio haven't changed much between net 7% to net high 9% over that period. This sort of environment, we saw the market sell off big overnight, is perfect for sort of a diversified portfolio of alternatives. I think the question that you raise is probably going to have much more impact from my brethren in the traditional asset management land. We are very focused on Diversification, and we're very focused on sustainability.
In the last couple of years, we've delivered that in terms of both bottom line and top line results. Ross, anything to add to that from your perspective?
I think you cover it. Thanks for the question. I think the question is great and helpful, really, because is this on?
Yeah.
It's really the core of what we're doing today. If you look at that journey that you very accurately depicted, we were on a single asset that then grew, and I think the market overestimated the growth potential. As a result of that experience, as Mike mentioned, we then set a concerted strategy to diversify, and that's what you see in the earnings today. We welcome the performance fee aspect of the business because these are the businesses that will continue to grow in an underlying client engagement. We don't think non-performance fee earning businesses in general are quite as sustainable or as attractive in the long term of the sector. What we're trying to do is diversify the performance fees, and that's kind of where the sustainability comes. You're right to call out some volatility as part of that.
Thanks, Ross.
I had a second question, Chair, on the accounts and the general strategic issues, which I think is critical to shareholder value. Thanks, everyone, for those responses. Look, you've got the majority of your attributable asset under management is directly owned through the direct entity, but then you've got the 11 funds that we've talked about. Now, my understanding is the interest in the 11 funds can vary from high single digits to maybe up to 20%, but Stephen, maybe you can clarify that. They are minority interests, albeit protected by shareholder agreements. We all know that minority interests can be challenging, but it's good for alignment because the underlying fund manager's thinking, "Well, we own 80%. Navigator owned 20%. We've only got to pay them 20% of the profits." If you get too high, it hurts the alignment.
There are challenges in being a minority holder, and I'm sure that with your experience, your shareholder agreements with all the underlying funds are tight, but they're never impregnable. We know that in funds management, there are huge egos. There's jealousy. There's a love for money. There can be a lot of fights in funds managers. It's not the easiest industry to run given the egos. Look, my issue is, in Australia, there are two comparables which have been around for a long time. One's been hugely successful. The other one, to be frank, has drifted. The one that's drifted is Treasury that was originally run by Mike Fitzpatrick. I remember taking a placement 20 years ago which did well, but it's gone up and down like a yo-yo. It's currently controlled by River Capital, who are capable people, but the stock's gone down.
They're selling a hell of a lot of their minority interests. It's not really working. On the other side of the coin, you've got a brilliant performer being Pinnacle. I congratulated Ian McCormack at the AGM the other day. I think he's done an awesome job. He has 18 affiliates. I think from memory, their balance sheet shows an investment in the affiliates of $340 million. Their market cap's about over $4 billion. So Ian McCormack's done a brilliant job. I said to Ian, "How do you do it?" because it's like herding cats. He laughed and he said, "Yes, it is like herding cats." Stephen, I hope you're a cat lover because it's.
I have a Burmese.
Okay, fantastic. The final parallel I'd say, which is a little bit different, but we all know that Perpetual went overseas, bought some funds managers. It failed miserably, and they destroyed a lot of shareholder value. Again, question either to you, Chair, or to Roger, who's good with the tongue, or to Stephen, take your pick, or your other colleagues. Why are you going to be a Pinnacle rather than a Pacific Current? It used to be called Treasury and now Pacific Current. Thank you.
Why don't I take that if that's all? Do you want me to?
No, I'll just take a couple.
You got it.
You mentioned one thing, one word several times, and that is alignment. I totally agree with your comment that having minority interests means that you are not so painful to have on board, and our interests are aligned. Stephen, you might refer to Ross on the shareholder agreements, that we have very strong agreements with these people. The other thing I would just say, this is not a one-way street. We are not just, we are passive from the point of view, we are not involved in the day-to-day management of these companies. Through Blue Owl particularly, we offer an awful lot of help to these companies in terms of, we provide through Blue Owl, have an area where they can provide advice on a whole raft of issues. That level of expertise and breadth of expertise would not be available to these individual companies because they just could not afford it.
It is not a one-way street. It is a two-way street. We do have alignment. The small percentage, smaller percentage, I guess 25% or 30%, it is not that small, does mean that the value of the other things we offer is in proportion. Having made those comments, Stephen, I will hand over to you.
Yeah, thanks, Mike. Again, good question, David. It's interesting from we don't actually aspire to be a Pinnacle. I mean, Ian's valuation as of yesterday, 22x-23x , is obviously very appealing. He is a bit of a legend in the space. And what he has built, mainly in traditional long-only businesses and providing them distribution channel, is frankly, I think, world-leading. It is very important to note that there are different models of owning minority stakes in firms. I'd even call on my colleague Marc Pillimer perhaps to comment. For over 20 years, and the reason you're asking this question is that the U.S. market is not as well known here locally, there have been minority stakes in leading hedge funds like D. E. Shaw and private markets firms. In fact, Blue Owl was really the leader when they were sitting at Lehman's and then Neuberger-Berman.
The alignment of interest that's so critical, and as you and I were talking about beforehand, ensuring that the compensation of the key principals is pro rata with our dividends. There's no accident that 95% of our earnings of our Partner Firms are paid to us as cash and around that area. Between that and extremely strong contracts that are born out of things going wrong historically, for the last 20 years, firms like Blue Owl, Blackstone, Goldmans, and Navigator have been firming up the documents that cover incredible contractual points. It's something that we can take offline and talk about. If you get that wrong, which is what you're alluding to, or you get the alignment wrong and you allow a team to pay themselves more money above the line, you have identified one of the key risks.
What you've got at Navigator across the team is people that have seen this go right and seen this go wrong for multiple decades. I'm not even referring to people like Sean McGould, who's built AUM to $17 billion. We all know the power of partnerships, but if you get that, and I saw it go right and wrong at Macquarie. I'm actually more concerned with strategies that acquire control or majority stakes in firms because from that perspective, those members that have joined that firm don't have a lot of reason to stay, and they can leave. There's probably a reason why some of my former employer and others have challenged to be able to buy in the mid-20s pay multiples for firms because I think the risk is once they do that, those individuals can lose and the value in that firm goes.
That does not exist in the Navigator model. That is the way I would sort of respond to it. You are right to ask the question. I would probably turn over to Ross first and then Marc, but we wake up every day thinking about the issue that you just raised.
Yeah, no, I think Stephen's final point is what I would really focus on, which is it's not how the partners treat us in this situation of minority stakes and alternatives. It's how they treat the internal human capital, the product development decisions, the operational decisions in that alignment. I would 100% agree with Stephen, hence our focus. In the wholly owned or traditional space, you see bad products launched, human capital mistreated, short-termism. In our model, you're talking about very different decisions, and that's why these firms really sustain over time. As Mike said, we can help them. That is the key differentiator. To your point in comparisons, I think Stephen covered Pinnacle well. That is the very key differentiator in what they did at Treasury and PAC over time.
A lot of interesting different investments, but in firms that really were either more nuanced or less institutional than what Navigator's focused on, and by investing in very structured and different ways. These are true partnerships in scaled and growing firms.
Thank you. Just a brief follow-up. I acknowledge, Chair, that Blue Owl are a major shareholder, and they can provide plenty of skills which can help your affiliates. However, I think the big differentiating factor is that Ian McCormack's secret sauce is that, as you say, Stephen, they are acknowledged as leading operators. Their distribution is outstanding. So when a fund manager in their orbit, 18 fund managers, when they think that McCormack's got 30% of them, they do not actually think there is 30% of their hard-earned profits going because they recognize that without that distribution, they probably would only have half the fund. Now, Pacific Current does not have that distribution expertise.
While you may well have the credibility of Blue Owl, I do not think anyone's got the distribution expertise that Pinnacle have, which to me is the glue that's really held it together because it makes it win-win. Most of the funders say, "Yeah, we might have given or sold in 30%, but our 70% is worth more than our 100% if we did not have Pinnacle." Correct me if I am wrong, but I am not sure that you play a big role in the distribution for your 11 minority affiliates.
I might just very quickly say, and I'll hand you, that's absolutely true. It's not that we haven't considered it. We've considered it. We've talked to our affiliates. A lot of them have very different ideas. Their markets are very different. And some of them, in some ways, do compete. We didn't feel it was worthwhile us building a distribution team because a lot of them didn't want it. Most of them didn't want it. But having said that, Stephen.
Yeah, David, you and I spoke a little bit earlier. I know you did not have the benefit of joining yesterday's Investor Day, but we had, I think, three or four slides on the concept of decentralized distribution. I would certainly encourage you to go and take a look at that, and we can talk about it more. We have 11 Partner Firms. Each of them have their own sales teams inside the business. I am absolutely convinced, and perhaps Marc can talk to this across the Blue Owl portfolio, that embedding a captive and specialized distribution team within each of the businesses that does not have bandwidth or conflict issues, the ego point you mentioned before, is the absolute optimal way to build enterprise value, in which case NGI sharing in that value uplift. On our larger firms, we have 30 salespeople. They are just not at Navigator.
Why would I want to apply 13x , as of today, multiple to 100 salespeople if it's not necessary? We put 30 in CFM and all the way down to our new businesses, which could be only a couple of salespeople, and they are all not competing with each other. They are aligned, often with carry and sometimes equity in each of the managed firms. It is autonomy and independence. Yesterday, we heard from both Jack Ross and Adele, and Jack has built the team over the last 10 years under a gentleman called Russ Andrews, and that team just raises money for Waterfall. Some of the problems in the other models, and I don't want to call them out by name, is the conflict on which products because salespeople tend to go to whatever's easier to sell. That risk is not a risk that Navigator has to bear.
You're right from an Australian, more traditional perspective, but in alternatives, it's just a very different approach. Frankly, it's the optimal approach. On Pacific Current, I knew that sales team. I know Paul. Mistakes were made around that. To Ross's point, the firms were just so disparate, often with revenue shares, that it just wasn't an institutional model where that team could work. Look, our cost base at Navigator and the margins in Ross's business at 95%, why would we want to change that and build a team which our managers are not asking for Navigator to provide? I don't know, Ross and maybe even Marc from Blue Owl can comment. Marc, do you want to talk about Blue Owl?
Sure. Thanks. I do not really have much to add to it because I think Stephen captured it pretty well. I think that at Blue Owl, we have focused on exactly the same model: creating that centralized capability to provide advice and support to help all of our partner GPs build out their own sales capabilities and to provide target introductions or wherever it may be helpful to them in building out their own. I think we now have 45 partnerships just in private markets firms. To be able to have, if we were forced to be a centralized distribution network for all of those 45, it is really tough.
We have 20 people who are focusing on client development and fundraising, and we're providing advice and structural how to actually structure these sales teams and advice on which of their products are saleable in which regions and what type of investors and select introductions on top of that. That is the way to scale the business from our perspective. Ideally, as we add several managers here in the near term, we'll be able to continue to scale them with the resources that we have.
Just to clarify, that Blue Owl Business Services platform is available to Navigator and its Partner Firms. In fact, Longreach is not here today, but they recently had a session where they discussed one of the products with BSP and how they could grow it. What a great competitive advantage that is, which means Navigator just does not need to build that to Mike's original point. Did you want to add anything, Ross, or?
Yeah, I would just add one thing in terms of background. If you look at the hundreds of billions of flows into alternatives, a very small portion have distribution, placement agent, third-party help in the institutional landscape, endowment landscape, pension landscape, insurance. They are looking for people internal to the firms and building those relationships for multiple funds and multiple decades. Ian's team, as Stephen said, is world-class, but they're selling it to very specific institutional channels and the wholesale channel. That's not where you're going to see the Navigator firms raising client fund.
Thank you.
Great. Thanks. That's a question. It's a good opportunity, David, for us to explain. Are there any other questions in the room before we?
About the financial report, anyway.
Yeah, about the financial report. Sorry. Yeah. No. Okay. Any questions online about the financial report?
No, not for this one.
Okay.
I'm assuming there's none by phone. We would have heard.
Oh, okay. There's too many lines of communication. That brings us to the remuneration report, I believe. Under the Corporations Act 2001, listed companies are required to include, as part of their Directors' report, a remuneration report which includes specified information. The Directors have prepared a remuneration report to the 30th of June 2025 and it is included in the annual report on pages 20- 38 and has been available to shareholders. The act also requires companies to put to shareholders a non-binding vote to enable shareholders to voice their opinion on matters included in the report. The board will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting when reviewing the company's remuneration policies.
I now put Resolution 2 to the meeting, being that the remuneration report for the financial year ended 30th of June 2025 be adopted by passing an ordinary resolution as set out in the notice of meeting. Are there any? I know there is one question in the room. Can we have a microphone? Thanks.
Thank you. My name's Malcolm Young. I'm a shareholder and also a member of Teami nvest. Mr. Darke certainly would know all about Teami nvest having addressed one of our conferences earlier this year. My questions do relate to the remuneration report, and particularly to pages 24, 25, and perhaps a little bit of 26. I want to start with the short-term incentive. My first issue is the vagueness of who gets the short-term incentives. If you look on page 25 at the top balloon under the heading Lighthouse SDI, it just refers to senior management and investment staff in the U.S.
If you look down at the balloon relating to NGI and NGI Strategic SDI, it just refers to staff who directly contributed to the operation of the listed parent company and/or were responsible for the successful completion of the NGI Strategic Investment transactions completed during the year. We focus very strongly in Teami nvest on remuneration reports, and we're used to seeing the key management personnel who receive SDIs identified in the remuneration report, not this vague description that we've got here. The next issue is how the quantum of the SDI pool is fixed. If you go to the bottom balloon on page 25, the NGI and NGI Strategic balloon, all it says is that the quantum is determined by a bottoms-up approach to determining individual staff awards—we don't know which staff—based on the performance of the business.
We are used to something a bit more specific than that in the remuneration reports of the companies we regard as wealth winners. The next question, what are the hurdles for getting an SDI for these individual members of the staff who are not identified? Finally, the quantum does seem to us, compared to other remuneration reports we see, extremely high. If you look at the bottom of page 24, Stephen Darke's SDIs were over double his fixed remuneration. Mr. McGould were 3x , and Mr. Zachary's were the best part of 3x his fixed remuneration. We have concerns about those aspects of the report in relation to SDIs. On LTIs, long-term incentives, half appears to go from page 26 on the basis of absolute TSR or total shareholder return, something that we abhor in Teami nvest.
Why should an Executive's remuneration be fixed and governed by gyrations in the stock market? You have only got to see the little chart on page 24 to see how the stock price has gyrated, quite unrelated to the growth in EBITDA. When you think about TSR, it is not really fair to the good Executive either. He cannot control what the stock exchange does with or what Mr. Market does with the share price. What he can do is, by his endeavors, contribute to growing the net profits of the business. We ask, why not just have NPAT or perhaps NPAT adjusted to take out amortization, which I believe is referred to these days as NPAA? Why not have that as the measure? Those are my issues, and I appreciate your comments. I do not wish to sound an unhappy shareholder. I am happy since listening to Mr.
Darke and buying the shares. I am very concerned about the balance of the interests of shareholders with those of staff, obviously, to get large incentives and make sure that that balance is a proper one.
Look, thanks very much for the comment. It is not unique to this organization, questions regarding remuneration. A couple of observations, and probably not in the order that you have raised them. First of all, the details of people receiving incentives are for key personnel disclosed. For people in general management who are not key personnel, I do not believe it would be appropriate for us to name them. I guess it is an issue that the Board has responded. The board is well and truly aware of who receives the incentive remuneration. I do not think it is appropriate that they should be disclosed in annual report.
As regards the ratio of STIs to fixed remuneration, I actually believe that is a better alignment than having the fixed remuneration, especially—I should maybe have prefaced my comments—a lot of the people we're talking about are operating in the environment in the United States, which has a very, very different concept of remuneration, what should be at risk and what should be fixed than most of Australia. We have to operate in that market, and we have to attract good personnel. We are competing for talent, if I could put it that way. I actually see a low fixed remuneration and a higher at-risk remuneration as better alignment for the shareholders. If the company does perform well, the individual receives the benefit. We are not locked into having very high fixed remuneration that we're just locked into.
Regard total shareholder return, and there's been plenty of debate around total shareholder return and what it actually means and what it should include. Part of the TSR is indeed internal earnings performance, and part of it is relative performance of the share price. As I think you pointed out, it does cut both ways. It is not totally the share price, and nor do I believe it should be. I am not sure. I think the disclosure is appropriate, as indeed as the individual hurdles—sorry, that's one thing you asked I did not address. The individual hurdles are different for different people. Quite appropriately, because their roles in the organization are different, and therefore the areas they are focusing on are different. Therefore, it is appropriate they have different hurdles.
I don't think, therefore, it's appropriate that we put those—I don't think many companies do put individual hurdles in their remuneration reports. Can I just—I'll pause there and ask, do you have any comments on that, or do you want to explore any of those issues a bit more?
I'll perhaps hear what the other staff said, Chair, if I may, and then what other Executives say.
I'm happy for them to do it, but can I say that it's a little difficult, I guess, because we're talking about their remunerations. I'm happy if they want to say anything more, but I'm not sure. This is definitely a Board responsibility.
Yeah, I'd like to make a comment in relation to Sean. I can't make a comment in relation to the others. Sean is the Founder, CEO, and CIO of Lighthouse Partners, which is a $17 billion multi-strategy hedge fund complex, probably the sixth largest in the world. He plays a—he's a very key person in that business and is responsible for new product development. It is a business that's achieved strong returns if you have a look at the EBITDA, and he's focused on the growth of the business. He's also based in America and is, frankly, one of very few people that can play that role. I believe in that context and understand the question.
We're sitting here in Sydney, and I don't know if you had an opportunity to hear from Sean yesterday, but I believe that's an entirely fair, if not lower computation, for that person playing that sort of role. I can't comment on myself and Ross, but I would say that.
I've got some supportive comments, if I may.
Sure.
Thank you. Look, it is subjective, but I tend to agree with what you said, Chair, that it's more alignment if the majority of remuneration is at risk. If shareholders win, then the Executives win. I would also endorse what has been said, that at the end of the day, in funds management, like it or not, the amount of money made by the stars is huge. I think IX Macquarie at Stonepeak probably made $10 billion. That's his return, all at risk because he would have got nothing if he hadn't delivered the outcomes. Phil King's probably net worth is $1 billion here. Jeff Wilson at Risk. He's created a business, probably net worth $800 million. I think Stephen is doing a very good job. The market likes him. I think your $1.6 million, Stephen, is very, very reasonable.
I think if Stephen wasn't here, you'd probably lose 10% of your market cap. So I would endorse what the Chair said and what Stephen said. Thank you.
Thanks, David.
I just made—
Yes, certainly.
I admit it to make. I just threw it up. Thank you. It goes to long-term incentives and the vice of TSR. The natural—I'm not suggesting this is true of the existing Board or the existing Executives of this company—but the tendency with TSR is to encourage short-term announcements as the period for gauging the CEO or whoever it is, long-term shares or whatever the benefit is, to come out with short-term announcements to the stock market, which inflate the share price and thus increase the quantum of the long-term incentive. I'm not suggesting that's true of this company, but it is just a vice of TSR that there's a natural inclination to come up with announcements that inflate the share price because that will inflate the particular Executive's total remuneration.
Okay. A comment on that. I totally agree. And I'm sure we could all list a great number of companies where they've been guilty of that. That's where the role of the Board becomes very important. There is no inclination, I can tell you, within management of Navigator for that. If there was, the Board would not—we just wouldn't stand for it. That's one thing. Secondly, my experience in the stock market has been that whatever short-term sugar hit you get from a particular frothy announcement, for want of a better word, you pay double that on the downside when the announcement's turned out to be inflated, a bubble, or whatever else you want to call it. It is really a short-term thing.
I'm not giving advice to other listed companies, but that's where it's important to have restrictions on equity that's granted, and most of sensible remuneration schemes have very significant equity components, that there are restrictions on the sale of those shares. If a manager in another company might be tempted to do that, he can't sell the shares into whatever a good fortune might fall just because of a frothy announcement. As I said, it's the Board monitoring it, and I'm talking generally here, and specifically, I can tell you, it happens here. It's the Board monitoring and the fact that the shares do not vest for some time. Short-termism, and I totally share your concerns about short-termism, really certainly doesn't occur in this company.
The other side of it is because if the shares are held long-term, the Executive has to have a long-term view if he wants to or she wants to get the value at the end of the period. Is there anything else you'd like to?
No, thank you. I think it's very clear.
Can I just add one thing here? As per the Chairman's comments earlier on about our need to make sure that the overall compensation plan for the Executive is contemporary, is up to date, represents best practice, and we will be going forward over the next year, as we do all the time, to make sure that the plans that we have are indeed best practice, reward endeavor, attract staff, and meet the standards that we would think of a company about quality. This is not just a sit and lock and do nothing for 10 years. We'll continue to look at it and make sure that we have the right result.
It is a topic for conversation, I can assure you, more than once a year. Okay. Do we have any other questions on the remuneration report?
Not on the rep report.
None online? Okay.
Oh, hang on. Sorry. Just on the chat screen.
I'm sorry. Yeah.
All right. The question online is, did a proxy advisor cause a REM strike? What was the issue? Just in terms of.
Did a proxy advisor—oh, sorry.
Sorry. The question is, did a proxy advisor cause a REM strike, and what was the issue? The.
It did not cause it. It is no—we have not had the vote yet.
Yeah. So the proxies that are shown are only proxies. There is still on-floor voting to determine the result.
We will not know the result till the end of the meeting.
Till the end of the meeting, and those in the room cast their votes.
I think that answers the question, doesn't it?
Yeah. If you do want—if you want to respond on the proxy advisors themselves, you can say whether they did or not, but not the reasons why, given that it is proprietary information in their reports.
Sorry, what was that?
You can say what the recommendations were, but you can't provide the reasons given the reasons of the.
No. It was Glass Lewis. Anyone else? Glass Lewis?
Yeah. ISS recommended in favor of all resolutions. Glass Lewis recommended in favor of all resolutions other than resolution two on the REM report.
Okay. I'm not sure that answers the question. We won't know.
We can't give the specific reasons.
We will give the specifics. I think it's unlikely there will be a strike, but we will know that after the meeting's finished, and it could use some reasons.
Because there are still—yeah, there are still votes to be cast by persons there.
Okay. Thanks for that. No other questions online?
Let me just double-check. Not on the REM report.
Okay. So those results will be available at the end. Okay. Do we really need to pause? I think everybody's voted. Okay. That brings us to 4.3, election and re-election of Directors. Mr. Roger Davis was appointed to the Board since the last annual general meeting, and as required under the company's constitution, must be elected at the next shareholder meeting following their appointment, i.e., this meeting. Nicola Grenham has been a director since 2020, and under ASX listing rules and the company's constitution, offers herself for re-election. The background and experience of each of these Directors is set out in the explanatory notes to the notice of the meeting, so I'll not repeat those details. Separate resolutions are now put to the meeting for each Director.
Are put to the meeting for each Director.
Are put. Yeah. Sorry. Question only. Are put to the meeting for each Director. We have the current status, and again, we'll note that at the end of the meeting, they will be final. In the meantime, do we have any questions on that?
I do have one, and it's not necessarily directly about Roger's re-election himself, but the question—so I'll read it out for Roger—is well done for offering a hybrid AGM today, which maximizes shareholder participation. He says, "I'm curious why Bank of Queensland, where Roger Davis also serves on the Board—" but I don't think you do anymore, do you?
No.
No. So sorry. "Doesn't offer a hybrid AGM for its 100,000 shareholders. What is Roger's view on hybrid AGMs, and why isn't practice consistent across the Board?
Oh, look.
I'll hand it back over to you, Roger.
I'm more than happy for Roger to make a comment, but.
We might not comment on banking practice.
It's not relevant to this company, and it's not even relevant to Bank of Queensland. Okay. Any other questions? Yes, David.
Thank you. Hello. Is it on?
Yep.
Yep. Always a pleasure to see Roger. He's charismatic and all those things, so welcome, Roger.
We'll settle up later.
Okay. Look, Chair, I'd just be interested, given, in my view, the single most important thing for shareholders about this company is how the underlying funds managers go. With Roger being the incoming Chairman, I'd just be interested in your views, Roger, how you're going to help manage that. We've had a number of debacles in Australia. Magellan went to $75. The two Founders, Chris Mackay and Hamish Douglass, sold out at 10. We've had a debacle with Platinum where Kerr Neilson, one of the great icons, floated at 5, went to 9. Kerr sold out recently at $0.54 after his wife had done much better, sold out at $3. Clearly, funds management's an exciting industry. You can make a lot of money for the management and the shareholders.
One of the critical things here for Navigator, having had some volatility, having recently doubled—so you've got a very high hurdle now, Roger. You're coming in at a higher level, so you'll be judged against that. Just appreciate your views, Roger, on how you're going to manage that volatility when you become Chairman at the end of this meeting. Thank you.
Good question. As per the details of my background, I've only been here for a couple of months, but certainly, visibility of the team is really very important. Navigator's a unique business. U.S.-based, the directors are all spread all around the world. Getting to understand the business, understand the people, meet with the Partner Firms particularly—I only met Marc personally three days ago. Sean I've spoken to. I've got a learning exercise in front of me while I try to understand the nuances. You've raised issues about shareholder agreements with partners. I have seen none of those, and that would be part of my learning exercise. I'm a boarded area; I'm not a manager. I think the distinction between those two roles is here.
I have to make sure the governance model that we have is that I hold management to account in terms of the strategic ambitions that we have. Aspirations, I think, was the word that Stephen mentioned yesterday, and that is what I will be doing. I will not be managing the assets, but you will have to hold me to account that we have actually made the right bets, the right investments in the right partner firms so we do not have the concentration issues that we are talking about, that we have the stability of the fees, and that is my goal. I will be holding Stephen and his team to account in that regard.
Look, totally appreciate you're not a manager, but you're the incoming Chairman. Look, funds managers are interesting. We all know the old situation. You can have a crack funds manager; they get divorced, they go off the rails. You can have a crack funds manager; they make $100 million, so they start playing golf a fair bit more. You can have people like Ray Dalio who becomes a philanthropist and writing books. There are all sorts of big challenges. You can take the right decision today; it can work for three years, but it may not work in five years if you look at what happened with Magellan, with Hamish, and whatever. I think as Chairman, you're an experienced guy.
They're the issues that, yeah, you're going to be held responsible for them because you're coming in at $3 share price, and the key issue for shareholders is where that share price goes. Anyway, thank you.
No. Thank you for your guidance.
No pressure.
Mike.
Welcome, Roger.
A lot of support.
We've got the other questions.
Not on this resolution.
I'm not too sure the previous one was about that. That brings us to the actual resolution. We've got Roger and the second one, which I sort of put them together for Nicola.
Certainly for Nicola.
Yeah. So no questions for this either, are there?
Not for Nicola.
Okay. So that results will be up at the end of the meeting. That brings us to 4.4, the approval of the award to be granted to Stephen Darke as CEO. And we've got the current results there. Any questions from the floor, first of all? Okay. We've got a pretty good hearing, I think, in the REM report. No questions online.
No questions online. Okay. That will all be up at the end of the meeting. Now that brings us to general questions about the company and for previous issues, for that matter, too. Yes, David.
Thank you, Chair. Look, one of the big elephants in the room is Blue Owl. I think they've got 46% as per the annual report, although it's a little bit unclear. It's a huge holding. Clearly, they took a position in the placement at the start of 2024 and converted some preference shares, I believe. It's a big holding. I don't know. It's probably bigger than your average holding, Blue Owl, in managers. It'd just be interesting, given that they're almost a majority holder, to hear from them about their plan and approach. Are they going to stay at that level? Are they going to dilute down? How does that compare with their—they tend to take minority holdings in funds managers. They've been very successful, so it's a great organisation to have with you.
Just interested as to whether that position's going to stay at around about 46 or whether they're likely to sell down. Anyway, thank you.
I think Marc has made a number of comments. Do you wish to make a—
Sure.
Yeah.
Let me reiterate.
Yeah.
To just reiterate, I think you've a number of times you have.
Absolutely. I mean, we talked about this yesterday.
As you can imagine, this is a topic of conversation with a lot of investors, and we talked about it yesterday a lot. Look, we are—and we've said it—we are long-term strategic partners for Navigator. We do own this equity in our DAR Fund One. It's essentially a fund that doesn't have a defined end date. We are in conversations with the limited partners in that fund as to exactly what they own and the prospects going forward. We have a fiduciary obligation to maximize returns for their shareholders in that fund. Frankly, we believe, even at these share prices, we have a substantial amount of shares that are off escrow right now.
We have been on record saying that we have no near-term intention of getting liquidity in those because we believe in the long-term potential uplift in share price from here and the potential to stop from here, even at this share price. We know this market of buying minority stakes in GPs pretty well. We agree with, obviously, the focus on trying to do more transactions in the private world. We do believe that the partnership that we have on the sourcing side with Ross and with Stephen and team has proved very valuable and will continue to. We think this is a really good way for us to participate in this space because it is smaller than the deals that are either in our flagship fund or in our mid-sized focus fund.
We just think that there is meaningful upside from here, and we have full faith and confidence in the quality of management and management's engagement to execute on a strategic plan that we've all agreed on. We think that just by doing that and the regular way blocking and tackling of that strategic plan, there's more value there for our investors.
Thanks, mate.
Follow-up.
Question you wanted to make? I reckon you're going to be giving that back to Marc in a second.
Thank you.
Just a brief follow-up. I assume that 46% or thereabouts is above the average holding you have in the average funds manager. Is that fair?
Yes. Just if you go back to how this shareholding came about, we did not identify NGI as a firm that we would just take a regular way minority stake in. We owned six of the original NGI hedge fund investments, and we exchanged our interest in those hedge funds for NGI stock as a group. We view our partnership with NGI more as an active strategic partnership where we are involved in our normal transactions, where we buy anywhere between 5% and 25%, let's say. Those are—that is where we, similar to the way that NGI buys, they are passive strategic holdings. This is a little different from that perspective, but I would not draw this as a parallel between our investment here and one of our regular way minority investments.
Okay. Thank you. A final one is, when you see—as you said, you have put six of the fundies that you are aware of into Navigator. When you become aware of an opportunity that a fund wants to get capital support or sell out or whatever, how are you going to deal with it? You might have a choice of putting a couple of new exciting funds in America into one of your funds or into Navigator. How are you going to prioritize what you offer to Navigator where you own 46% compared to what you might put in one of your funds?
No. It's a really good question. It really comes down to check size. In our main fund, where we are partnering with the highest quality, largest firms, those check sizes for us are typically in the $400 million to—I think our largest check to date has been $2 billion, and we can do north of that for the right opportunity. In our advantage fund, which is our mid-sized firm, I would say the natural size range there is probably more like $150 million, $175 million, up to that $350 million number. If something's a $30 million, $50 million, $75 million check, which is, I would say, up to $100 million, which is really in the strike zone, the sweet spot for a Navigator Global Investment, that clearly is in the path here. We see opportunities all the time that are in that size range.
We meet them because they could, over time, become great opportunities for our advantage fund. The ones that we think are high quality, we pass along to Ross and Stephen and team.
Okay. Thank you.
If I can add to that, too, that's a terrific source of potential acquisitions. We also receive more and more direct approaches, which will go to Ross. We have another question here, which I'll read out. Congratulations on your recent performance, lifting the market cap to $1.5 billion. What is the history of Blue Owl Capital's 46% stake in the company with a share price? I think we've just answered that question. Are they likely to stay, or are they likely to cash in some profits? I think we've just answered that question. How does Blue Owl exercise its voting control over the company? Are they accommodating of independent directors? I don't think it's an issue that's ever arisen. Every Director is there on their own merits. And Marc is one director out of five? I count correctly?
Seven when you leave.
Oh, good.
Six. Yeah.
Yeah. Yeah. Whatever the number happens to be.
More than that.
I can say absolutely, as Chair, there has been no strong arming, if I can put it that way. It is a fair enough question, I think. I think the rest of it has been answered already. Are there any other questions from the floor? Yes.
Just wanted to welcome Roger on Board, and good to see you diversifying your portfolio of chairmanships.
Thanks, Brian.
On the question of fees, the very loud advertising of ETFs and that sort of thing about the fees being charged for managing money is—I would just like your opinion on whether our fee income is maintainable at the level or whether there might be a reduction in fees, which does not necessarily, of course, mean a reduction in income because lower fees can sometimes produce more income.
Very good question.
Especially performance fees. Are they going to be able to be maintained at this? How do you see that?
I'll ask Stephen to answer the question. That point is very well made, what the question is. A very good question. I think this is fair to say that Australia is one of the most competitive markets in the world when it comes to fees. You've got ETFs where the fees are seven basis points. Australia's particularly tough. This is a topic often for the Board, which is discussed at least twice, 3x a year. We look at the environment on fees. I'll let Stephen answer in more detail.
Yeah, Brian, great question. The cost of data is going down. The thing is that that's not what we're looking for in our portfolio. If you're a long-only asset manager and you're not outperforming your benchmark, you will see fee compression, and you're seeing that within the superannuation firms in Australia that are either bringing their teams in-house or actually investing in ETFs rather than long-only managers. In many ways, I'm quite concerned more about my shareholders' business models of the long-only asset managers than I am actually about the Partner Firms that we invest in. We are not seeing fee compression across our portfolio because we are 100% alternatives. Within private markets or hedge funds, we're seeing fee stability both on the base fees and also on the performance fees.
I don't know the exact stat, but I would say almost all of the new products that are being launched across the portfolio are at base fee rates that are higher than our averages. I saw a Preqin report, which I think I'm happy—maybe Preqin won't allow me to circulate—but it showed that there is industry-wide across hedge funds actually no compression on performance fees with an average, just so you know, of 19% and a base fee that actually depends on whether you're a credit hedge fund or an equity hedge fund, but certainly hasn't gone down for those strategies going between 1.25%-2% on the equity side. No, we're not seeing that, but I think as an industry observation, that's very salient.
I think, in particular, the success of Alex and BetaShares here is going to really be quite problematic for those fund managers who are not performing.
Thank you.
Thanks very much. Any other questions from the floor?
Just one final one from me, Chair. This is an unusual company. I think it's Australian incorporated, I assume, but a very substantial part of the income and assets are overseas, which always raises potential issues on the tax front. By way of parallel, Pinnacle is in a good position because almost all of its—not all of it, but almost all of its affiliates are Australian. Its balance sheet is, its P&L is pretty interesting. Small amount of net income, but then they have AUD 130 million of fully franked dividends from the affiliates because all the affiliates are capital light. They pay out almost all of their profits in, but they pay the tax at the affiliate level. They pay out all the profits to the funds managers, but to Pinnacle as a fully franked dividend. That works really well.
I just appreciate a little bit of amplification as to how the tax works here because certainly, if you've got an American funds manager that might pay tax, pay dividends out, you're not going to get franking, but you may well get foreign tax credits. Given the sort of structure, Australian incorporated company, but probably the majority of the assets overseas, could you clarify how the tax works?
I'll let Dan bet.
Thank you. Yes, you are correct. The vast majority of our income actually comes from offshore, and generally, the United States is the largest contributor from that perspective. Given the percentages that we own, it comes in as non-assessable, non-exempt income. It is taxed in the U.S. , and it comes here without withholding tax, but it does not come with franking credits, as you know. We have been paying an unfranked dividend for a number of years, but we do earn conduit foreign income credits on those, and we are able to attach those. They obviously benefit overseas shareholders, but they do not benefit Australian shareholders from that perspective. We have paid a relatively low dividend for the last few years. It has been $0.03-$0.04 and a fixed and single annual dividend.
As Mike announced today, we actually are going to suspend the dividend and put that capital towards growth initiatives instead, given to your point, it is not as tax-effective a dividend for many Australian investors.
That was a consideration, I think, in people's feedback that the fact was unfranked.
Given the fact that it's not perfect from a tax point of view, are you giving any consideration to adopting a new holding company? You can do it by scheme of arrangement and adopt a new Cayman Islands holding company instead of the Australian entity.
We certainly have not to the Cayman Islands, I would say. We do occasionally think of, is it worth listing in the United States? At this point, up until recently, our market cap has probably been a little small to actually justify doing something like that. We would keep considering it, but at the moment, we have a large number of Australian shareholders, and it is within their Australian mandate to hold Australian-listed shares. If we did look at something, we would have to be very mindful of the impact on our Australian shareholders.
Okay. Thank you.
Yeah.
Thank you. Any other general questions? Okay. We have nothing more online?
Nope. Let me just double-check, but I leave that here.
That brings us to the end of.
Oh, sorry. I did have one more.
Oh, sorry.
It was an unusual one. Sorry. I got distracted. This is actually about a substantial shareholder that has put out a substantial shareholder notice, being the Norway Sovereign Fund. They have asked, what is the history of that holding? Do they request and get direct briefings from management? And why are they particularly fond of our company? I cannot think of another ASX-listed company where Norges is the largest institutional shareholder. Why us? I can actually say in the beginning.
I think it's Scandinavian or Norwegian, but have we had any contact with them?
I think the general point to make is I don't think we can actually identify the specific fund managers, but Norges has a number of mandates with long-only investors in Australia, and it's those long-only investors that hold our stock. So the Norges substantial holding, I think, is a look-through beneficial. It's an aggregation, a number of small-caps holders. And we do have a lot of quality small-caps long-only holders on the register, hence the aggregation goes over 5%. Yeah, we wish it wouldn't go up or down.
We have not given a briefing directly to Norges.
No. The answer is on that question, we've not given a briefing, but that might just help explain that it's not just one holding direct from the actual company.
Sorry. Just for my own education. So that is not the Sovereign Wealth Fund, isn't it?
Yes, no, it isn't. Norges is the bank of the Sovereign World Fund.
They have different allocations to different long-only managers, all of whom we deal with separately.
Oh, so they are the beneficial owners?
They are the beneficial owners.
Yeah, yeah.
We do not speak to them directly. They go through the long-only managers that we speak to.
Okay.
That manage their money. Yeah.
Sorry. That is the last of the questions.
That is the last question. Okay. Thanks very much. As previously mentioned, shareholders are advised that they can submit their vote online until five minutes after this meeting closes. Ladies and gentlemen, on behalf of the Board, I'd like to thank you for your support, and I will now declare the meeting closed. The results of the poll will be advised on ASX later today and will be available on both the ASX and company's website. Thank you for your attendance, and we look forward to your continued support in the coming year. Thank you very much.
Thanks, everyone.
Thank you very much, Mike, for your last meeting, Chair.