UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.           )

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

AssetMark Financial Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ASSETMARK FINANCIAL HOLDINGS, INC.
1655 Grant Street, 10^th Floor
Concord, California 94520

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 5, 2023

April 17, 2023

Dear AssetMark Stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of AssetMark Financial Holdings, Inc., a Delaware corporation (“AssetMark” or the “Company”). The Annual Meeting will be completely virtual and will be held on Monday, June 5, 2023, at 1:00 p.m., Pacific Time. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/AMK2023. We believe a virtual meeting provides expanded access and convenience, improves communication, allows our employee stockholders to attend the Annual Meeting, reduces the environmental impact of our Annual Meeting, provides cost savings and enables increased stockholder attendance and participation.

Date:Monday, June 5, 2023

Time:1:00 p.m., Pacific Time

Virtual Meeting:www.virtualshareholdermeeting.com/AMK2023

Items of Business:At the Annual Meeting, the stockholders will vote on the following matters:

These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders.

Record Date: The record date for the Annual Meeting is April 6, 2023. Only stockholders of record as of the close of business on that date may vote at the meeting or any adjournment thereof.

Notice of Internet Availability of Proxy Materials: The Proxy Statement and Annual Report to stockholders are available at www.proxyvote.com.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and submit your proxy or voting instructions as promptly as possible to ensure your representation at the Annual Meeting. For instructions on how to vote your shares, please refer to the instructions beginning on page 4 of the accompanying Proxy Statement. We encourage you to submit your proxy or voting instructions via the internet, which helps reduce the environmental impact of our Annual Meeting. Even if you have voted by proxy, you may still attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may do so automatically by voting at the Annual Meeting, or by delivering to us a written notice of revocation or a duly executed proxy bearing a date later than the date of the proxy being revoked.

If you have questions about the Annual Meeting, require assistance submitting your proxy or voting your shares, or need additional copies of our proxy materials, please contact Investor Relations at investorrelations@assetmark.com. You may visit https://ir.assetmark.com to access various reports, executive messages and timely information on our business.

By Order of the Board of Directors

Natalie Wolfsen

Chief Executive Officer and Director

AssetMark Financial Holdings, Inc.

ASSETMARK FINANCIAL HOLDINGS, INC.

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS

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ASSETMARK FINANCIAL HOLDINGS, INC.
1655 Grant Street, 10^th Floor
Concord, California 94520

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 5, 2023

Summary Information

This summary highlights information contained elsewhere in this Proxy Statement. For more complete information, we encourage you to review the entire Proxy Statement and AssetMark’s 2022 Annual Report, including the Annual Report on Form 10-K for the year ended December 31, 2022.

The Notice of the Annual Meeting of Stockholders, Notice of Internet Availability of Proxy Materials, our 2022 Annual Report and this Proxy Statement are first being made available to stockholders on or about April 17, 2023. All references to “AssetMark,” “we,” “us,” “our” and “Company” in this Proxy Statement refer to AssetMark Financial Holdings, Inc.

Annual Meeting of Stockholders:

Date: Monday, June 5, 2023
Time: 1:00 p.m., Pacific Time
Record Date: April 6, 2023

Webcast: The meeting can be accessed by visiting www.virtualshareholdermeeting.com/AMK2023, where you will be able to listen to the meeting live, submit questions and vote online. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting login page.

Voting Methods:

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Meeting Agenda and Voting Recommendations

Proposal 1: Election of Directors

The Board of Directors is asking you to vote “FOR” the election of each of the Company’s director nominees listed below to serve as Class I directors.

Each director nominee currently serves as a member of the Board of Directors as a Class I director.

The holders of our common stock are entitled to one vote per share. We expect that Huatai Securities Co., Ltd. (“HTSC”), our controlling stockholder through its indirect subsidiary Huatai International Investment Holdings Limited (“HIIHL”), holding approximately 68.8% of the outstanding shares of our common stock as of the Record Date for the Annual Meeting, and accordingly having the ability to elect all of the Company’s director nominees, will vote “FOR” each of the director nominees listed above.

Proposal 2: Independent Registered Public Accounting Firm

The Board of Directors is asking you to vote “FOR” the ratification of the selection of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

All KPMG fees incurred in connection with professional services rendered to AssetMark during the fiscal year ended December 31, 2022 are summarized below under “Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm.”

The holders of our common stock are entitled to one vote per share. We expect that HTSC, through HIIHL, holding approximately 68.8% of the outstanding shares of our common stock as of the Record Date for the Annual Meeting, and accordingly having the ability to approve of the selection of KPMG as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023, will vote “FOR” Proposal 2.

Proposal 3: Amendment to Amended and Restated Certificate of Incorporation

The Board of Directors is asking you to vote “FOR” the approval of the amendment to our Amended and Restated Certificate of Incorporation.

Delaware recently amended the Delaware General Corporation Law (the “DGCL”) to allow Delaware corporations to exculpate certain senior officers from liability for certain fiduciary duty breaches. The

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proposed amendment to our Amended and Restated Certificate of Incorporation reflects this recent DCGL amendment, to extend to certain of our senior officers the liability protections currently afforded to our directors. The Board is asking you to approve the proposed amendment to enable AssetMark to continue to attract and retain experienced and qualified officers and avoid costly and protracted litigation that could distract our senior officers from important operational and strategic matters, while empowering current officers to best exercise their business judgment in furtherance of stockholder interests.

The holders of our common stock are entitled to one vote per share. We expect that HTSC, through HIIHL, holding approximately 68.8% of the outstanding shares of our common stock as of the Record Date for the Annual Meeting, and accordingly having the ability to approve the amendment to our Amended and Restated Certification of Incorporation, will vote “FOR” Proposal 3.

Important Notice Regarding the Internet Availability of Proxy Materials for the
Annual Meeting to Be Held on Monday, June 5, 2023:

The accompanying Proxy Statement, Form of Proxy and 2022 Annual Report, including
the Annual Report on Form 10-K for the Year Ended December 31, 2022,
are available electronically
on our website at https://ir.assetmark.com
and at www.proxyvote.com.

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Questions and Answers About the Proxy Materials and the Annual Meeting

The following summary briefly answers some questions you may have regarding these proxy materials and the Annual Meeting. This summary may not address all questions that could be important to you as an AssetMark stockholder. Please refer to the more detailed information contained elsewhere, and the documents referred to in this Proxy Statement.

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We are asking our stockholders to elect three Class I directors, Rohit Bhagat, Bryan Lin and Lei Wang, at the Annual Meeting. Each nominee is currently serving as a Class I director. The directors to be elected at the Annual Meeting will serve a three-year term until the 2026 Annual Meeting of Stockholders and their successors have been elected and qualified. Directors are elected by a plurality of the votes cast by the holders of our common stock present in person or by proxy and entitled to vote on the election of directors, with each holder entitled to one vote per share. The three nominees receiving the highest number of affirmative votes will be elected.

Board Composition

The number of directors is determined by the Board of Directors from time to time. Our Board of Directors is currently composed of the following nine members, and is divided into the following three classes that serve staggered three-year terms:

Directors of each class hold office until the annual meeting for the year in which their term expires (as indicated above) and until their successors are elected and qualified, subject to their prior death, resignation, retirement, disqualification or removal from office. The number of directors in each class may be changed only by resolution of a majority of the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so as to ensure that the classes are as nearly equal in number as the then-authorized number of directors permits. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

Director Nominees

Each of the director nominees were recommended for election by the Nominating, Governance and Compliance Committee of the Board of Directors, and the Board of Directors has approved such recommendations. Such recommendations are based on the Nominating, Governance and Compliance Committee’s and the Board of Directors’ careful consideration of the qualifications and experience of the nominees, particularly in areas relevant to AssetMark’s strategy and operations. Each nominee has consented to serve as a nominee, to be named as a nominee in this Proxy Statement and to serve as a director if elected until the 2026 Annual Meeting of Stockholders and their successors have been elected and qualified or, if sooner, their death, resignation or removal. The Company’s management has no reason to believe that any nominee will be unable to serve. It is the Company’s policy to encourage directors and director nominees to attend the Annual Meeting.

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Set forth below are brief biographies, as of April 17, 2023, of the Board of Directors’ nominees for director, including the qualifications, experience and skills the Nominating, Governance and Compliance Committee and the Board of Directors considered in determining that each such person should serve as a director.

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Continuing Directors

In addition to the three director nominees listed above, AssetMark has six directors who will continue in office after the Annual Meeting with terms expiring in 2024 (Class II) or 2025 (Class III). Set forth below are brief biographies, as of April 17, 2023, of our Class II and Class III directors, including the qualifications, experience and skills that caused the Nominating, Governance and Compliance Committee and the Board of Directors to determine that each such person should serve as a director.

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Information Regarding the Board of Directors and Corporate Governance

Director Independence

The Board of Directors has determined that Mr. Bhagat, Ms. Guinn and Mr. Velli, constituting three of our nine directors, are “Independent Directors” as that term is defined in the NYSE listing standards, and meet the standards for independent directors established in our Corporate Governance Guidelines, which incorporate the director independence requirements of the NYSE. The Board of Directors has also determined that Mr. Bhagat, Ms. Guinn and Mr. Velli meet the independence requirements applicable to the Audit and Risk Committee, and Ms. Guinn meets the independence requirements applicable to the Compensation Committee, as prescribed by the NYSE listing standards and, with respect to the Audit and Risk Committee, under applicable SEC rules and regulations. There are no family relationships between or among our directors, nominees or executive officers.

Because more than 50% of the voting power of our common stock is held indirectly by HTSC, we are considered a “controlled company” under the NYSE corporate governance standards. As a result, we qualify for an exemption under Section 303A.00 of the NYSE corporate governance standards from, and we have elected not to comply with, certain corporate governance requirements, including the requirement that we have a board of directors that is composed of a majority of “independent directors,” as defined under the NYSE rules, and a compensation committee and a nominating committee that are composed entirely of independent directors. The controlled company exemption does not modify the applicability of the rules of the SEC and the NYSE relating to the membership, qualifications and operations of our Audit and Risk Committee, as discussed below.

Leadership Structure

Our current leadership structure separates the roles of Chief Executive Officer and Chairperson of the Board. The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairperson provides guidance to the Chief Executive Officer, sets the agenda for Board of Directors meetings and presides over meetings of the full Board of Directors. We believe that separation of the positions of the Chairperson and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, we believe the separation of the two positions creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board of Directors to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, we believe that such separation can enhance the effectiveness of the Board of Directors as a whole. We believe that the leadership structure of our Board of Directors is appropriate and enhances the Board of Directors’ ability to effectively carry out its roles and responsibilities on behalf of our stockholders.

Our current leadership structure also includes a presiding director role to facilitate effective performance of the Board of Directors and its oversight of our business. Our Corporate Governance Guidelines enable the independent directors to designate a presiding director to chair the executive sessions of the non-management and independent directors. The presiding director may be designated at each meeting where an executive session of the non-management and independent directors is held. We believe that the existence of a presiding director provides another channel for the Board of Directors to express its views to management and provide feedback to the Chief Executive Officer on the Company’s performance.

An interested party may direct any communications to the non-management directors as a group by mail to our Board of Directors or the presiding director, care of our Corporate Secretary, at AssetMark Financial Holdings, Inc., 1655 Grant Street, 10th Floor, Concord, California 94520, Attn: Corporate Secretary / Office of the General Counsel. Such communication should comply with the other requirements outlined in the section titled “—Communications with the Board of Directors.”

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Role of the Board of Directors in Risk Oversight

The Board of Directors oversees and maintains AssetMark’s governance and compliance processes and procedures to promote the conduct of AssetMark’s business in accordance with applicable laws and regulations and with the highest standards of responsibility, ethics and integrity. In this role, the Board of Directors is responsible for overseeing the management and mitigation of risks facing the Company, including our enterprise risk program, our internal audit function, compliance with the Sarbanes-Oxley Act of 2002, human capital management and risks related to cybersecurity (including privacy and information security). While the Board of Directors is ultimately responsible for risk oversight, the Board committees assist the full Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. Our Audit and Risk Committee provides oversight and review at least annually and discusses with management and the Company’s independent auditor the Company’s major financial and regulatory risk exposures and the steps management has taken to monitor and control those exposures, as well as the Company’s guidelines and policies with respect to risk assessment and risk management pertaining to financial, accounting, insurance coverage, investment and tax matters, as well as any other enterprise risk management, regulatory and business continuity matters our Board of Directors may delegate. Our Compensation Committee provides oversight and reviews risks arising from our employee compensation policies and practices. The Board of Directors is free to communicate directly with management. The Board of Directors believes the Company’s current leadership structure supports the risk oversight function of the Board.

Corporate Governance Guidelines and Corporate Standards

The Board of Directors is committed to the achievement of business success and the enhancement of long-term stockholder value with the highest standards of ethics. The Board of Directors maintains our Corporate Governance Guidelines to provide an effective corporate governance framework for the Company. The Corporate Governance Guidelines reflect a set of core values that provide the foundation for our governance and management systems, and our interactions with others. In addition, the Board of Directors has adopted a set of Corporate Standards that apply to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The Corporate Standards, which are designed to satisfy the requirements of a “code of ethics” under SEC rules and NYSE listing standards, set forth the ethical business framework for the Company and include a general obligation to promote honest and ethical conduct in connection with the Company’s business, while also holding employees accountable for nonadherence. The Corporate Standards address relevant topics such as conflicts of interest, corporate opportunities and fair dealing; compliance with laws, rules and regulations, including insider trading laws; confidentiality and protection of proprietary information; protection and proper use of company assets; proactive reporting of any illegal or unethical behavior (with protections against retaliation); and equal opportunity, non-discrimination and fair employment.

A copy of the Corporate Governance Guidelines and the Corporate Standards can be found on the Company’s website https://ir.assetmark.com in the Governance section under Governance Documents. We will post amendments to the Corporate Standards or any waivers of the Corporate Standards for directors and executive officers on the same website or in filings with the SEC.

Meetings of the Board of Directors and Attendance

During the year ended December 31, 2022, the full Board of Directors met six times, the Audit and Risk Committee met eight times, the Compensation Committee met four times and the Nominating, Governance and Compliance Committee met four times. Each member of the Board of Directors other than Yi Zhou attended at least 75% of the meetings of the Board of Directors and of the committees on which such director served. The Company expects directors to be active and engaged in discharging their duties and to keep themselves informed about the business and operations of the Company. Directors are expected to attend all Board of Director meetings and the meetings of the committees on which they serve, and to prepare themselves for these meetings. Directors and director nominees are also encouraged to attend the Company’s annual meeting of stockholders, although we do not have a policy requiring attendance. Two directors attended our 2022 Annual Meeting of Stockholders.

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Committees of the Board of Directors

The Board of Directors has established an Audit and Risk Committee, a Compensation Committee and a Nominating, Governance and Compliance Committee, each having the composition and responsibilities described below. These committees assist the Board of Directors in discharging its oversight responsibilities. The Board of Directors has adopted a written charter for each of the committees. A copy of each charter can be found on our website at https://ir.assetmark.com in the Governance section under Governance Documents.

The following table shows the members of the Board of Directors for 2022 and the committees and classes to which they belong. The table also identifies the directors determined by the Board of Directors to be independent under the NYSE rules and our Corporate Governance Guidelines.

Audit and Risk Committee

The members of our Audit and Risk Committee are Patricia Guinn, Rohit Bhagat and Joseph Velli. Patricia Guinn is the chair of our Audit and Risk Committee. Our Board of Directors has determined that Patricia Guinn, Rohit Bhagat and Joseph Velli satisfy the “independence” requirements of the NYSE and the Securities Exchange Act of 1934 (the “Exchange Act”), and that each member of our Audit and Risk Committee is financially literate. In addition, our Board of Directors has determined that Patricia Guinn, Rohit Bhagat and Joseph Velli are qualified as Audit and Risk Committee financial experts as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933 (the “Securities Act”). This designation does not impose any duties, obligations or liabilities that are greater than those that are generally imposed on members of our Audit and Risk Committee and the Board of Directors.

The Audit and Risk Committee is directly responsible for, among other matters:

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The Audit and Risk Committee operates under a written charter designed to satisfy the applicable rules and regulations of the SEC and the listing standards of the NYSE, a copy of which is available on our website at https://ir.assetmark.com in the Governance section under Governance Documents. The Audit and Risk Committee held eight meetings during 2022.

Compensation Committee

The members of our Compensation Committee are Ying Sun, Patricia Guinn and Bryan Lin. Ying Sun is the chair of our Compensation Committee. We have elected to avail ourselves of certain exemptions afforded to controlled companies under the NYSE corporate governance rules, including from the requirement that we have a compensation committee composed entirely of independent directors.

The primary purpose of the Compensation Committee is to discharge the responsibilities of our Board of Directors to oversee the Company’s compensation policies, plans and programs and to review and determine or recommend to the Board (as applicable) the compensation to be paid to our executive officers and directors. The Compensation Committee is responsible for, among other matters:

In addition, after we cease to be an “emerging growth company” as defined in the JOBS Act, the Compensation Committee will review with management our Compensation Discussion and Analysis and consider whether to recommend that it be included in proxy statements and other filings.

The Compensation Committee operates under a written charter designed to satisfy the applicable rules and regulations of the SEC and the listing standards of the NYSE, a copy of which is available on our website at https://ir.assetmark.com in the Governance section under Governance Documents. The Compensation Committee held four meetings during 2022.

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Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets quarterly and with greater frequency when necessary. The agenda for each meeting is usually developed by the chair of the Compensation Committee. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. For example, our Chief Executive Officer provides the Compensation Committee with her recommendations on the total compensation opportunities for all other executive officers and her views regarding (1) the individual performance of the other executive officers in connection with the Compensation Committee’s recommendations with respect to the amounts of such other executive officers’ cash and equity compensation and (2) the performance goals used to assess the Company’s financial performance under the annual incentive bonus program. The Chief Executive Officer may not be present during voting or deliberations of the Compensation Committee regarding her compensation. In addition, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from internal and external compensation, legal or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the appointment, compensation and oversight of the work of any advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the Compensation Committee’s charter, if we no longer qualify as a “controlled company” or no longer seek to avail ourselves of the governance exemptions afforded to controlled companies, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other external adviser to the Compensation Committee only after taking into consideration those independence factors enumerated by NYSE rules.

During the 2022 fiscal year, the Compensation Committee engaged Mercer LLC (“Mercer”) as its compensation consultant to advise on executive and director compensation matters, including competitive market pay practices for our executive officers and independent directors. Mercer did not provide any additional services to AssetMark during the year ended December 31, 2022. Mercer was selected because it is a well-known and respected national compensation consulting firm that commonly provides information, recommendations and other executive compensation advice to compensation committees and management. The Compensation Committee has not identified any conflicts of interest regarding its engagement of Mercer.

The Compensation Committee typically makes any significant adjustments to annual compensation, determines company-wide bonus and equity awards and establishes new performance objectives at one or more meetings. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, the Compensation Committee’s process comprises two related elements: the determination of overall compensation levels and the establishment of performance objectives for the current year. The Compensation Committee recommends to the Board of Directors for determination and approval the compensation and other terms of employment of our Chief Executive Officer and evaluates the Chief Executive Officer’s performance in light of relevant corporate performance goals and objectives. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, Company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant. The Compensation Committee has also delegated authority to our Chief Executive Officer and Chief Financial Officer to grant equity awards to certain individual employees subject to limitations established from time to time by the Compensation Committee.

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Nominating, Governance and Compliance Committee

The members of our Nominating, Governance and Compliance Committee are Rohit Bhagat, Bryan Lin and Ying Sun. Rohit Bhagat is the chair of our Nominating, Governance and Compliance Committee. We have elected to avail ourselves of certain exemptions afforded to controlled companies under NYSE corporate governance rules, including from the requirement that we have a nominating and governance committee composed entirely of independent directors.

The Nominating, Governance and Compliance Committee is responsible for, among other matters:

The Nominating, Governance and Compliance Committee operates under a written charter designed to satisfy the applicable rules and regulations of the SEC and the listing standards of the NYSE, a copy of which is available on our website at https://ir.assetmark.com in the Governance section under Governance Documents. The Nominating, Governance and Compliance Committee held four meetings during 2022.

Considerations in Evaluating Director Nominees

Our Nominating, Governance and Compliance Committee uses a variety of methods to identify and evaluate director nominees. In its evaluation of director candidates, our Nominating, Governance and Compliance Committee considers the current size and composition, organization and governance of our Board of Directors and the needs of our Board of Directors and its committees. The qualifications that our Nominating, Governance and Compliance Committee considers include, without limitation, issues of character, integrity, judgment, business experience, independence, potential conflicts of interest and diversity (including gender, race, ethnicity, differences in professional background, education, skill and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors).

Nominees must also have the highest personal and professional ethics and the ability to offer advice and guidance to our Chief Executive Officer and other members of management based on proven achievement and leadership in the companies or institutions with which they are affiliated. Director candidates must understand the fiduciary responsibilities that are required of a member of our Board of Directors and have sufficient time available in the judgment of our Nominating, Governance and Compliance Committee to perform all Board of Directors and committee responsibilities. To that end, non-employee directors may not serve on more than four public company boards, including our Board of Directors, a non-employee director who is also the chief executive officer of another public company may not serve on more than three public company boards including our Board of Directors, and employee directors may not serve on more than two public company boards, including our Board of Directors. Our

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Nominating, Governance and Compliance Committee also considers applicable laws and regulations such as the California law requiring exchange-listed companies headquartered in California to have a minimum number of women directors and to include at least one director from an underrepresented community, both of which were recently struck down and have been appealed. Our Nominating, Governance and Compliance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. After completing its review and evaluation of director candidates, our Nominating, Governance and Compliance Committee reports to the Board of Directors its recommendations.

Board of Directors and Committee Self-Evaluation Process

The Board of Directors, led by the Nominating, Governance and Compliance Committee, conducts an annual self-evaluation to determine whether the Board of Directors and its committees are functioning effectively, along with an annual self-evaluation of the performance of individual directors. As part of the self-evaluation process, directors are provided with detailed questionnaires designed to prompt thoughtful and substantive reflection on their own performance, as well as the performance of the Board of Directors and its committees. The questionnaires consider various topics related to the composition of the Board of Directors, and its structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds. The Nominating, Governance and Compliance Committee reviews the questionnaires and considers whether to recommend any changes to the Board of Directors. In its review, the Nominating, Governance and Compliance Committee considers the factors outlined above for the evaluation of director nominees, along with other factors. The results of the evaluation are presented by the chair of the Nominating, Governance and Compliance Committee to the full Board of Directors for discussion.

Stockholder Recommendations and Nominations to the Board of Directors

Stockholders may recommend an individual for consideration by our Nominating, Governance and Compliance Committee to become a nominee for election to the Board of Directors by delivering a written recommendation that includes the nominee’s name and qualifications for membership on the Board of Directors to our Corporate Secretary at AssetMark Financial Holdings, Inc., 1655 Grant Street, 10th Floor, Concord, California 94520, Attn: Corporate Secretary / Office of the General Counsel. The Nominating, Governance and Compliance Committee will consider director candidates recommended by stockholders so long as such recommendations comply with our Bylaws and applicable laws, rules and regulations, including those promulgated by the SEC. Our Nominating, Governance and Compliance Committee will evaluate such recommendations in accordance with its committee charter, our Bylaws and our policies and procedures for director candidates, as well as the director nominee criteria described above. There is no difference in the evaluation process of a candidate recommended by a stockholder as compared to a candidate identified by the Nominating, Governance and Compliance Committee. Our Nominating, Governance and Compliance Committee has discretion to decide which individuals to recommend for nomination as directors.

Stockholders who wish to nominate an individual for election to our Board of Directors at an annual meeting, rather than for consideration by our Nominating, Governance and Compliance Committee, may do so by delivering a written recommendation to the Corporate Secretary at AssetMark Financial Holdings, Inc., 1655 Grant Street, 10th Floor, Concord, California 94520, Attn: Corporate Secretary / Office of the General Counsel, no earlier than the 120th day, nor later than 5:00 p.m. Eastern Time on the 90th day, prior to the first anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 70 days after such one-year anniversary date, notice by the stockholder must be so delivered not earlier than the 120th day prior to such annual meeting and not later than 5:00 p.m. Eastern Time on the later of (i) the 90th day prior to such annual meeting and (ii) the 10th day following the day on which notice of the date of such annual meeting is first made by the Company. Submissions must include the full name and address of the stockholder on whose behalf the submission is made, the number of shares of common stock owned of record or beneficially by such stockholder as of the date of the submission, the full name, age, business and residential addresses and principal occupation or employment of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director, all other

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information required by Regulation 14A under the Exchange Act and the additional information required by our Bylaws (including certain stockholder representations). Any such stockholder submission must be accompanied by the written consent of the proposed nominee to be named as a nominee in the proxy statement and to serve as a director if elected.

If the nominating stockholder (or qualified representative of such stockholder, as defined in our Bylaws) does not appear at the annual meeting to present the nomination, such nomination will be disregarded.

Communications with the Board of Directors

Stockholders or interested parties who wish to communicate with our Board of Directors or with an individual director may do so by mail to our Board of Directors or the individual director, care of our Corporate Secretary, at AssetMark Financial Holdings, Inc., 1655 Grant Street, 10th Floor, Concord, California 94520, Attn: Corporate Secretary / Office of the General Counsel. The communication should indicate that it contains a stockholder or interested party communication. Our General Counsel or his designee, in consultation with appropriate directors as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the director or directors to whom the communications are addressed or, if none are specified, to the Chairperson of our Board of Directors. Each communication from a stockholder should set forth (i) the name and address of the stockholder, as it appears on our books, and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of our common stock that are owned of record by the record holder and beneficially owned by the beneficial owner.

Anti-Hedging and Anti-Pledging Policy

Our Board of Directors has approved a Statement of Policy Concerning Trading in Company Securities (the “Insider Trading Policy”) that prohibits all of our directors and employees from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of AssetMark’s equity securities. This policy also prohibits our employees and directors from pledging AssetMark securities in any circumstance, including by purchasing AssetMark securities on margin or holding AssetMark securities in a margin account.

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We are asking stockholders to ratify the Audit and Risk Committee’s selection of KPMG LLP (“KPMG”) as AssetMark’s independent registered public accounting firm for the fiscal year ending December 31, 2023. KPMG is a registered independent public accounting firm and has served as AssetMark’s independent registered public accounting firm since 2007. Representatives of KPMG are expected to be present at the Annual Meeting and available to respond to appropriate questions, and will have an opportunity to make a statement if they desire to do so.

Neither our governing documents or current law, rules or regulations require stockholder ratification of the selection of KPMG as our independent registered public accounting firm. However, the Audit and Risk Committee of the Board of Directors is submitting the selection of KPMG to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit and Risk Committee of the Board of Directors will reconsider whether to retain KPMG. Even if the selection is ratified, the Audit and Risk Committee of the Board of Directors in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth all fees incurred by the Company in connection with professional services rendered to the Company by KPMG for the fiscal years ended December 31, 2021 and 2022. All fees described in the table that were required to be pre-approved under SEC rules were pre-approved by the Audit and Risk Committee.

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Pre-Approval Policies and Procedures

The Audit and Risk Committee has adopted a policy for the pre-approval by the Audit and Risk Committee of all audit and non-audit services to be provided to AssetMark by its independent registered public accounting firm. In accordance with that policy, the Audit and Risk Committee pre-approved the provision of audit services by KPMG for the year ending December 31, 2023. Further, all of the services provided by KPMG for the year ended December 31, 2022 described above were pre-approved by the Audit and Risk Committee.

The Audit and Risk Committee has determined that the rendering of services other than audit services by KPMG is compatible with maintaining the principal accountant’s independence.

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Report of the Audit AND RISK Committee

The information contained in this report is not “soliciting material,” is not deemed to be “filed” with the SEC or subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, and is not incorporated by reference in any of our filings with the SEC under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filing, except to the extent that it is specifically incorporated by reference into such filing.

The Audit and Risk Committee has reviewed and discussed with AssetMark’s management and KPMG the audited consolidated financial statements of AssetMark contained in AssetMark’s Annual Report on Form 10-K for the year ended December 31, 2022. The Audit and Risk Committee has also discussed with KPMG the matters required to be discussed by the Statement on Auditing Standards No. 1301, Communication with Audit Committees, including, among other items, matters related to the conducting by KPMG LLP of the audit of AssetMark's consolidated financial statements.

The Audit and Risk Committee has received and reviewed the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit and Risk Committee concerning independence, and has discussed with KPMG its independence from AssetMark.

Based on the review and discussions referred to above, the Audit and Risk Committee recommended to the Board that the audited consolidated financial statements be included in AssetMark’s Annual Report on Form 10-K for the year ended December 31, 2022.

Submitted by the Audit and Risk Committee.

Patricia Guinn, Chair
Rohit Bhagat
Joseph Velli

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of April 1, 2023 regarding the beneficial ownership of our common stock by:

In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options and stock appreciation rights that are exercisable, and restricted stock units (“RSUs”) that are expected to vest and settle, as of or within 60 days of April 1, 2023. The number of shares issuable pursuant to a stock appreciation right is calculated as (x) (i) the fair market value of a share of our common stock on the date of exercise minus (ii) the exercise price as set forth in the stock appreciation right award, divided by (y) the fair market value of a share of our common stock on the date of exercise, multiplied by (z) the number of stock appreciation rights granted under the award; for purposes of determining the number of shares issuable upon exercise of such stock appreciation rights, we have assumed an exercise date of April 3, 2023 and a resulting fair market value of $31.27, which was the closing price of our common stock on April 3, 2023. Shares issuable pursuant to such stock options, stock appreciation rights and RSUs are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not outstanding for computing the beneficial ownership percentage of any other person. The number of shares beneficially owned and percentages of beneficial ownership are based on 73,924,212 shares of our common stock outstanding as of April 1, 2023. To our knowledge, except as indicated in the footnotes and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.

Unless otherwise indicated, the address for each listed stockholder is: c/o AssetMark Financial Holdings, Inc., 1655 Grant Street, 10th Floor, Concord, California 94520.

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Legal Proceedings

There are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company or owner, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

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BACKGROUND

Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit a Delaware corporation’s certificate of incorporation to include a provision eliminating or limiting monetary liability for certain senior corporate officers for breach of the duty of care in certain actions. Such senior corporate officers are: (i) a corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) an individual identified in public filings as one of the most highly compensated officers of the corporation; and (iii) an individual who, by written agreement with the corporation, has consented to be identified as an officer for purposes of Delaware’s long-arm jurisdiction statute. As so amended, Section 102(b)(7) of the DGCL permits exculpation for direct claims brought by stockholders for breach of such an officer’s fiduciary duty of care, including class actions, but does not eliminate an officer’s monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. Furthermore, the limitation of liability does not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit.

Section 9.1 of Article IX of our Amended and Restated Certificate of Incorporation currently provides that no director of the Company will be personally liable for monetary damages for breach of fiduciary duty as a director of the Company, to the fullest extent permitted by law, including the DGCL. We are asking our stockholders to approve a proposed amendment to our Amended and Restated Certificate of Incorporation to reflect the recent amendments to Section 102(b)(7) of the DGCL to extend to certain of our officers the liability protections currently afforded to our directors. The proposed amendment would amend and restate Section 9.1 of Article IX of our Amended and Restated Certificate of Incorporation in its entirety as follows:

“Section 9.1 Limited Liability. To the fullest extent permitted by law, no director or officer of this Corporation shall be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of this Corporation shall be limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal or elimination of this Section 9.1, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Section 9.1, shall not affect its application with respect to an act or omission by a director or officer occurring before such amendment, adoption, repeal or elimination. Solely for purposes of this paragraph, "officer" shall have the meaning provided in Section 102(b)(7) of the DGCL as amended from time to time.”

The Board has unanimously approved and declared advisable the amendment to update the exculpation provision in line with Section 102(b)(7) of the DGCL, as amended, and recommends that our stockholders approve such amendment. If our stockholders approve this Proposal 3, then we will file a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) substantially in the form attached hereto as Appendix A.

PURPOSE AND POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT

The Board desires to amend our Amended and Restated Certificate of Incorporation to maintain provisions consistent with the governing statutes contained in the DGCL. The proposed amendment would allow for the exculpation of such officers only in connection with direct claims brought by our stockholders, including class actions, but would not eliminate such officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. As is currently the case with directors under our Amended and Rested Certificate

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of Incorporation, the amendment would not limit the liability of officers for: any breach of the duty of loyalty to the Company or our stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, and any transaction from which the officer derived an improper personal benefit.

The Board believes that amending our Amended and Restated Certificate of Incorporation to add the authorized liability protection for certain officers, consistent with the protection in our Amended and Restated Certificate of Incorporation currently afforded our directors, is necessary in order to continue to attract and retain experienced and qualified officers. In the absence of such protection, qualified officers might be deterred from serving as officers due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. The nature of the role of corporate officers often requires them to make decisions on crucial matters, often in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment. The Board believes that limiting liability in line with Section 102(b)(7) of the DGCL, as amended, would avoid costly and protracted litigation that could distract our senior officers from important operational and strategic matters, while empowering our officers to best exercise their business judgment in furtherance of stockholder interests.

In approving and declaring advisable the amendment, the Board took into particular account the narrow class and type of claims for which the specified officers would be exculpated from liability pursuant to Section 102(b)(7) of the DGCL, as amended, the limited number of our officers who would be impacted and the benefits the Board believes would accrue to the Company by providing exculpation in accordance with Section 102(b)(7) of the DGCL, as amended, including the ability to attract and retain key officers and the potential to reduce litigation costs associated with frivolous lawsuits. The Board balanced these considerations with the Company’s corporate governance guidelines and practices and determined that it is advisable and in the best interests of the Company and our stockholders to amend the Amended and Restated Certificate of Incorporation to adopt Section 102(b)(7) of the DGCL, as amended.

The proposed amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any officer.

REQUIRED VOTE; EFFECT OF PROPOSAL

To be approved, this Proposal 3 requires the affirmative vote of at least two-thirds of the outstanding shares of common stock entitled to vote on the election of directors at this Annual Meeting, in person or by proxy. Abstentions and broker non-votes will have the same effect as votes “AGAINST” this Proposal 3. Proxies solicited by the Board from stockholders of record will be voted “FOR” approval of this Proposal 3, unless otherwise specified. However, if you hold your shares through a bank, brokerage firm or other nominee, you must instruct such your nominee as to how to vote your shares with respect to this Proposal 3; otherwise your shares will constitute “broker non-votes” with respect to this Proposal 3 and will have the same effect as a vote “AGAINST” this Proposal 3. If stockholder approval for this Proposal 3 is obtained, the amendment will become effective immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, which we expect to file promptly after the Annual Meeting. Other than the replacement of the existing Section 9.1 with the proposed Section 9.1 copied above, our Amended and Restated Certificate of Incorporation would be unchanged after effectiveness of the Certificate of Amendment. If stockholder approval for this Proposal 3 is not obtained, then the Certificate of Amendment will not be filed with the Secretary of State of the State of Delaware.

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In accordance with the DGCL, the Board retains the discretion to abandon, and not implement, the amendment at any time before it becomes effective, notwithstanding stockholder approval of the proposed amendment.

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Executive Compensation

We are an “emerging growth company” under applicable federal securities laws and are therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the JOBS Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year ending after the fifth anniversary of our IPO, (ii) the last day of the fiscal year in which our gross revenue exceeds $1.07 billion, (iii) the date on which we have, during the prior three-year period, issued more than $1 billion in non-convertible debt, or (iv) the date on which we qualify as a “large accelerated filer” as defined in the Exchange Act.

As an emerging growth company, our reporting obligations extend only to each person serving as our Chief Executive Officer during the fiscal year and two other executive officers as of the last day of the fiscal year, based on fiscal year compensation. For the fiscal year ended December 31, 2022, our named executive officers (“NEOs”) were:

Summary Compensation Table

The following table sets forth the compensation awarded to, paid to or earned by our NEOs for the fiscal years ended December 31, 2022 and 2021.

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Employment, Severance and Change in Control Agreements

Employment Arrangements

We are party to an employment agreement with each of Natalie Wolfsen and Michael Kim, effective as of March 3, 2021, entered into in connection with their new roles with us beginning in March 2021. The term of the agreements currently extends to March 3, 2024 and will automatically renew for successive one-year periods thereafter, unless Ms. Wolfsen, Mr. Kim or we provide written notice at least 90 days prior to the end of the term.

During the term of their agreements, Ms. Wolfsen and Mr. Kim will each receive annual salaries, initially $500,000 and $450,000, respectively, subject to annual review and increases as may be determined by our Board of Directors in its sole discretion. Ms. Wolfsen and Mr. Kim also have a target annual bonus under our VICP (as defined below) equal to 150% of their base salary. Ms. Wolfsen and Mr. Kim will be reimbursed for their reasonable business expenses and will be eligible to receive benefits and other perquisites consistent with our policies.

In connection with their promotion to Chief Executive Officer and President, respectively, we agreed to grant each of Ms. Wolfsen and Mr. Kim an award of restricted stock units with a grant date fair value of $1 million, 25% of which vested on the first anniversary of the grant date, 25% of which vested on the second anniversary of the grant date and the remaining 50% of which will vest on the third anniversary of the grant date, subject to continued service through the applicable vesting date. In addition, each of Ms. Wolfsen and Mr. Kim were eligible to receive equity-based awards under our 2019 Equity Incentive Plan (the “2019 Plan”) as determined by the Board of Directors in its sole discretion.

Ms. Wolfsen and Mr. Kim would be entitled to certain payments and benefits under each of their employment agreements in connection with termination of their respective employment.

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For purposes of Ms. Wolfsen and Mr. Kim’s employment agreements, “cause” includes (i) material acts of personal dishonesty in connection with their responsibilities that have, or could be reasonably expected to have, a material adverse impact on performance of duties; (ii) willful failure or refusal to perform duties or responsibilities in any material respect; (iii) misappropriation (or attempted misappropriation) of material assets or material business opportunities; (iv) embezzlement or fraud committed or attempted, whether by Ms. Wolfsen or Mr. Kim, at their direction or with their prior actual knowledge; (v) conviction of or pleading “guilty” or “no contest” to, (x) a felony or (y) any other criminal charge that has (or could be reasonably expected to have) an adverse impact on the performance of duties or result in material injury to our reputation or business; (vi) material violation of our written policies (unless curable and cured within 30 days of written notice), including but not limited to those relating to sexual harassment or business conduct, that has (or could be reasonably expected to have) a material adverse impact on performance of duties or otherwise result in material injury to our reputation or business; or (viii) material breach of any confidentiality or restrictive covenant.

If, within 90 days after termination of Ms. Wolfsen’s or Mr. Kim’s employment for any reason other than cause, we determine that their respective employment could have been terminated for cause based on misappropriation, embezzlement or fraud or material violation of our written policies, as described above, Ms. Wolfsen and Mr. Kim would each be treated as if they had been terminated for cause, and would be required to disgorge all amounts received in connection with their termination of employment that would not have been payable on termination for cause.

For purposes of Ms. Wolfsen’s and Mr. Kim’s agreements, “good reason” includes (i) a diminution in base salary, annual bonus target, title, duties or responsibilities, (ii) requiring them to be based at a location in excess of 30 miles from our current headquarters, unless such change of location remains consistent, in Ms. Wolfsen’s or Mr. Kim’s reasonable discretion, with their commute to the then current headquarters and (iii) our material breach of a material term of the employment agreement, in each case unless we cure the failure in questions within 40 days of notice. In order to resign for “good reason,” Ms. Wolfsen or Mr. Kim would need to provide us with 30 days’ advance written notice of their resignation setting forth the event that constitutes good reason within 60 days after the occurrence of such event.

Our obligation to provide any severance payments and benefits described above, other than any amounts accrued and payable for services through the date of termination, is conditioned on Ms. Wolfsen’s or Mr. Kim’s general release of claims in our favor.

Pursuant to the terms of their employment agreements, Ms. Wolfsen and Mr. Kim agreed to a mutual non-disparagement obligation. In addition, each of Ms. Wolfsen and Mr. Kim entered into (i) a Non-Solicitation Agreement pursuant to which during his or her employment and for a period of one year after termination, Ms. Wolfsen and Mr. Kim agreed not to solicit, or interfere with our relationship with any of our employees, representatives or contractors and (ii) a Proprietary Information and Inventions Agreement, which contains perpetual confidentiality obligations and assignment of inventions.

Severance Plan

Additionally, we maintain a broad-based severance plan under which each of our NEOs is eligible for benefits in the event that his or her position is eliminated in connection with a layoff, except as otherwise provided in such NEO’s employment agreement.

Benefits for any eligible executive officers under this plan would include: (x) two weeks of advance notice prior to elimination of the NEO’s position; (y) a lump sum severance payment equal to the sum of (i) one week of base salary for each year of continuous service, plus (ii) $2,500; and (z) at our discretion, accelerated vesting of all or a portion of the equity payment for the year of termination, which will be pro-rated based on the timing of termination of employment within the calendar year. The minimum payment under clause (y)(i) of the previous sentence is eight weeks of base salary. Payment of these severance benefits is conditioned on the executive officer’s delivery and non-revocation of a general release of claims in our favor.

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Variable Incentive Compensation Program

We currently maintain a Variable Incentive Compensation Program (the “VICP”) that rewards our executive officers for our performance against business goals, and each executive officer for performance against his or her individual goals. Our Board of Directors establishes performance goals for this program each year and evaluates performance to these established goals to determine the amount of each award. Our overall incentive compensation pool is determined based upon various financial performance metrics established at the beginning of the year, including growth and earnings metrics, as well as a small subjective component determined by our Board of Directors at the end of the year. Once the overall pool is determined, individual incentive compensation is determined on an individual discretionary basis based upon that individual’s overall annual job performance. Our VICP is based on performance over a calendar year and provides for a cash benefit generally payable on or before March 15 of the following year, subject to the executive’s continued service through the payment date. The award for our Chief Executive Officer under this program is subject to Board discretion. All other awards under this program are subject to management discretion.

Long-Term Incentive Program

In 2022, our long-term incentive program consisted of equity grants and a cash component. We granted restricted stock units and stock appreciation rights to our NEOs under the 2019 Plan, which are described in more detail under the section titled “Outstanding Equity Awards at Fiscal Year End,” below. In addition, we granted each of our NEOs a restricted cash award under our long-term incentive program, which entitles each NEO to a fixed cash payment, payable in four equal annual installments, subject to continued service through the applicable payment date. The aggregate value of the restricted cash awards to the NEOs were as follows: $231,000 for Ms. Wolfsen, $173,250 for Mr. Kim and $90,750 for Mr. Zyla.

Pension Benefits and Nonqualified Deferred Compensation

We have adopted and maintain, and our NEOs may participate in, a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). Under the 401(k) Plan, eligible employees may defer a portion of their annual compensation on a pre-tax or after-tax basis. The 401(k) Plan permits us to match pre-tax employee contributions and make discretionary non-elective contributions to the 401(k) Plan. In each of 2021 and 2022 we elected to match up to 6% of eligible compensation during each pay period, which vests after three years of service.

We also maintain a Deferred Compensation Plan (the “NQDC Plan”), for the benefit of our NEOs and other officers and senior employees. Each of our NEOs may elect to defer from 5% to 75% of their eligible compensation under this plan, without regard to the 401(k) Plan’s prescribed limits, and the resulting deferrals will be allocated to the officer’s individual plan account. In addition, we reserve the right to make non-elective contributions to this plan, in our sole discretion, to be allocated to participant accounts according to our determination. A participant in the NQDC Plan vests in the non-elective contributions allocated to his or her account upon attaining three years of service. Accounts in this plan will accrue earnings based on the performance of a “market basket” of predetermined investment benchmarks. Each participant may elect the investment benchmarks used to determine earnings on his or her individual account. Each participant may also elect the timing of distributions from their NQDC Plan account, including whether distribution upon separation from service will be in a lump sum or installments, and whether payment should be triggered upon a change in control.

We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) Plan and NQDC Plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth information concerning outstanding equity awards for our NEOs as of December 31, 2022.

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DIRECTOR COMPENSATION

The following table sets forth information concerning the compensation awarded to, paid to or earned by each of our non-employee directors during the year ended December 31, 2022.

Our Board of Directors has adopted a director compensation policy to enable us to attract qualified directors, provide them with compensation at a level consistent with our compensation objectives and, in the case of equity-based compensation, align their interests with those of our stockholders. This policy provides annual cash retainers and equity-based compensation for certain of our non-employee directors, along with reimbursement, upon request, for all directors for reasonable travel expenses incurred in connection with attending meetings of our Board of Directors or committees as well as pre-approved out of pocket expenses to attend director continuing education events.

Under our policy, directors who are also full-time AssetMark officers or employees receive no additional compensation for serving as directors. Additionally, directors representing the interests of HTSC (currently Mses. Jiao and Sun and Messrs. Lin, Wang and Zhou) do not receive compensation for serving as directors. Our independent directors were eligible to receive the following annual cash retainers for the first quarter of 2022, payable annually in arrears, as applicable:

In 2022, our Board of Directors approved amendments to the annual cash retainers payable under our director compensation policy. Effective April 1, 2022, our independent directors were eligible to receive cash retainers, payable quarterly in arrears, at the following annualized rates:

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Each independent director may also be eligible to receive the following equity-based compensation in the form of RSUs granted under our 2019 Plan:

If a director is terminated other than for cause within the first nine months after the annual grant date, the equity award will vest on a pro rata basis through the effective date of termination; otherwise, the award will fully vest as of the effective date of such termination.

During the year ended December 31, 2022, Mr. Bhagat, Ms. Guinn and Mr. Velli were eligible to receive compensation under our policy. As set forth in the table above, during the year ended December 31, 2022, the only equity awards granted to our independent directors was an annual grant of RSUs with an approximate fair market value of $130,000 made to each of Mr. Bhagat, Ms. Guinn and Mr. Velli.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information about our equity compensation plans as of December 31, 2022.

2019 Equity Incentive Plan

Our 2019 Plan became effective upon the pricing of our initial public offering. The 2019 Plan provides for grants of equity-based awards to our employees and certain of our non-employee directors, consultants or advisers. Awards under the 2019 Plan may include stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other cash-based and stock-based awards. The maximum number of shares of our common stock authorized for issuance under the 2019 Plan is 4,887,691 shares. Any shares underlying awards outstanding under the 2019 Plan that are forfeited, cancelled, expired, terminated or are otherwise lapsed or settled in cash, in whole or in part, will become available for future grant under the 2019 Plan, provided that any shares underlying awards that are tendered or withheld in respect of taxes or to pay the exercise price of an award, will not become available for future grant under the 2019 Plan. The 2019 Plan is administered by our Compensation Committee.

Amendment and Termination

Our Board of Directors has the authority to amend, alter, suspend, discontinue or terminate the 2019 Plan, provided that no such action may be taken without stockholder approval, if the approval is necessary to comply with applicable law or stock exchange rules, or without the consent of the affected participant, if such action would materially adversely affect the rights of such participant (unless such action is taken to cause the 2019 Plan to comply with applicable laws, stock market or exchange rules and regulations or accounting or tax rules and regulations or to impose any recoupment provisions on an award).

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Term of the 2019 Plan

No awards may be granted under the 2019 Plan after the earliest of (i) the 10-year anniversary of the effectiveness of the registration statement, (ii) the maximum number of shares of our common stock available for issuance under the 2019 Plan has been issued or (iii) our Board of Directors terminates the 2019 Plan.

Certain Relationships and Related Person Transactions

Policies and Procedures for Related Person Transactions

From time to time, we enter into transactions in which “related persons” (as defined in Item 404 of Regulation S-K) could be deemed to have a direct or indirect material interest. Related persons include our directors and executive officers, their immediate family members and stockholders beneficially owning more than 5% of our common stock.

We have adopted a written related person transaction policy that covers all transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships), in which we or any of our subsidiaries is or will be a participant, in which the amount involved exceeds $120,000 and in which any related person has or may have a direct or indirect material interest. Pursuant to our policy, a director or executive officer who is in any way interested in a contract or transaction with us, including through an immediate family member, will declare the nature of his or her interest to our General Counsel by written notice. Such written notice must include the name of the related person, the basis on which such person constitutes a related person, the related person’s interest in the transaction with us, the approximate dollar value involved in the transaction, the approximate dollar value of the related person’s interest in the transaction and any other information regarding the transaction or the related person that could be material to the Board of Directors in light of the particular facts and circumstances. Our General Counsel will present any new or proposed related person transactions to the Audit and Risk Committee, and the Audit and Risk Committee must review such transactions on an annual basis to determine whether they should be approved or continue. In reviewing the transaction, the Audit and Risk Committee will consider all relevant facts and circumstances, including the commercial reasonableness of the terms, the benefit or perceived benefit (or lack thereof) to us, the opportunity costs of alternate transactions, the materiality and character of the related person’s direct or indirect interest in the transaction and the actual or apparent conflict of interest of the related person. The Audit and Risk Committee cannot approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information the transaction is in, or not inconsistent with, the best interests of us and our stockholders. In addition, our Corporate Standards require that directors and executive officers make appropriate disclosure of potential conflicts of interest to our General Counsel, who must then notify our Nominating, Governance and Compliance Committee.

Certain Related Party Transactions

We describe below transactions and series of similar transactions, since January 1, 2022 or currently proposed, in which:

Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting these criteria to which we have been or will be a party, other than compensation and employment arrangements, which are described where required in the sections titled “Executive Compensation” and “Director Compensation.”

Huatai Securities Co. Ltd. (“HTSC”), a Chinese securities group with brokerage and investment services, is a controlling stockholder of our Company through its subsidiary Huatai International Investment Holdings Limited, a company organized under the laws of the Cayman Islands (“HIIHL”). HTSC, through

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HIIHL, owns 68.8% of our outstanding common stock, and controls our management and affairs. HTSC, as our controlling stockholder, has the power, acting alone, to approve any action requiring a vote of shares representing a majority of the voting power of our outstanding common stock. As long as HTSC continues to control a majority of all outstanding shares of our common stock, it will be able to exercise control over all matters requiring approval by our stockholders, including the election of our directors and approval of significant corporate transactions. HTSC is not subject to any contractual obligation to retain any of our common stock. For purposes of the following discussion, except as stated otherwise or unless the context indicates otherwise, “HTSC” means Huatai Securities Co., Ltd. and its subsidiaries (excluding AssetMark and its subsidiaries), and “AssetMark,” “we,” “us,” or “our company” means AssetMark and its subsidiaries.

Limitation of Liability of Directors and Officers

Our Certificate of Incorporation provides that no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except as required by applicable law, as in effect from time to time. Currently, Delaware law requires that liability be imposed for the following:

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.

As a result, neither we nor our stockholders have the right, through stockholders’ derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above. Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

The foregoing description does not account for the amendment to our Certificate of Incorporation as proposed in Proposal 3.

Indemnification and Directors’ and Officers’ Liability Insurance

Our Bylaws provide that, to the fullest extent permitted by law, we will indemnify any of our officers or directors against all damages, claims and liabilities arising out of the fact that the person is or was our officer or director, or served any other enterprise at our request as a director, officer, employee, agent or fiduciary. Amending this provision will not reduce our indemnification obligations relating to actions taken before an amendment. Further, our Certificate of Incorporation provides that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Our Certificate of Incorporation also provides that we must advance expenses incurred by or on behalf of a director or officer, and that we may advance expenses incurred by or on behalf of an employee, trustee or agent, in advance of the final disposition of any civil or criminal action, suit or proceeding.

In addition, we have entered into an indemnification agreement with each of our directors and executive officers. With certain exceptions, these agreements provide for indemnification for related expenses including attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding.

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We also maintain standard policies of insurance under which coverage is provided to our directors and officers against losses arising from claims made by reason of breach of duty or other wrongful act, and to us with respect to payments which may be made by us to such directors and officers pursuant to the above indemnification provision or otherwise as a matter of law.

At present, there is no pending litigation or proceeding for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification, under the above indemnification provisions.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders, cost savings for companies and conservation of natural resources. Householding for banks, brokerage firms or other nominee accounts is limited to accounts within the same brokerage firm or other nominee. For example, if you and your spouse share the same last name and address, and you and your spouse each have two accounts containing AssetMark stock at two different brokerage firms, your household will receive two copies of the proxy materials, one from each brokerage firm.

A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker (if you are a beneficial owner) or AssetMark Financial Holdings, Inc. Direct your written request to Investor Relations at investorrelations@assetmark.com or to AssetMark Financial Holdings, Inc., 1655 Grant Street, 10^th Floor, Concord, California 94520, Attn: Corporate Secretary / Office of the General Counsel, or your verbal request to Investor Relations at (925) 521-2273. You also may download a copy of any of these materials from our website at https://ir.assetmark.com and at www.proxyvote.com. If you currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at your addresses and would like to request “householding” of your communications, please contact your broker (if you are a beneficial owner) or AssetMark Financial Holdings, Inc. using the contact information in this paragraph.

Other Matters

Stockholder Proposals for Next Year’s Annual Meeting

Stockholders wishing to present proposals for inclusion in our proxy statement for the 2024 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”) must submit their proposals so that they are received by us at our principal executive offices no later than 5:00 p.m. Eastern Time on December 19, 2023. Submissions must be delivered to our Corporate Secretary at AssetMark Financial Holdings, Inc., 1655 Grant Street, 10th Floor, Concord, California 94520, Attn: Corporate Secretary / Office of the General Counsel. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the additional requirements of Rule 14a-19(b).

Stockholders wishing to present proposals for business, other than the nomination of persons for election to the Board of Directors, for consideration at our 2024 Annual Meeting of the Stockholders but not for inclusion in the related proxy statement must deliver the proposal in writing no earlier than February 6, 2024 and no later than 5:00 p.m. Eastern Time on March 7, 2024 to our Corporate Secretary at AssetMark Financial Holdings, Inc., 1655 Grant Street, 10th Floor, Concord, California 94520, Attn: Corporate Secretary / Office of the General Counsel; provided, however, that if our 2024 Annual Meeting of Stockholders is held before May 6, 2024 (30 days before the one-year anniversary of the preceding annual meeting) or after August 14, 2024 (70 days after the one-year anniversary of the preceding annual

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meeting), then the proposal must be received by our Corporate Secretary not earlier than the 120th day prior to such Annual Meeting and not later than 5:00 p.m. Eastern Time on the later of (i) the 90th day prior to such Annual Meeting and (ii) the 10th day following the day on which we first make a public announcement of the date of such meeting. The written proposal must comply with the requirements in our Bylaws and all applicable requirements of Rule 14a-8 promulgated under the Exchange Act, including a description of the proposal and a brief statement of the reasons for the proposal, the name and address of the stockholder (as they appear in AssetMark’s books and records), the number of shares common stock owned of record and, if the proposal is being made on behalf of a beneficial owner of our common stock, the number of shares of common stock owned beneficially by such beneficial owner. You are advised to review our Bylaws, which are available on our website at https://ir.assetmark.com in the Governance section under Governance Documents, and which contain additional requirements and information about advance notice of stockholder proposals and director nominations.

Stockholders wishing to present nominations of persons for election to the Board of Directors must follow the procedures outlined above in the section titled “Information Regarding The Board of Directors and Corporate Governance—Committees of the Board of Directors—Nominating, Governance and Compliance Committee—Stockholder Recommendations and Nominations to the Board of Directors.”

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Availability of Annual Report on Form 10-K and SEC Filings

This Proxy Statement is accompanied by our 2022 Annual Report, including our Annual Report on Form 10-K for the year ended December 31, 2022. This Proxy Statement and our 2022 Annual Report are available on our website at https://ir.assetmark.com. The Annual Report on Form 10-K is also available without exhibits at https://ir.assetmark.com and with exhibits at the website maintained by the SEC at www.sec.gov. You may obtain, free of charge, a printed version of the 2022 Annual Report, including the Annual Report on Form 10-K without exhibits, upon request to AssetMark in one of the following ways:

To the extent that this Proxy Statement is incorporated by reference into any other filing by AssetMark under the Securities Act or the Exchange Act, the section of this Proxy Statement entitled “Report of the Audit and Risk Committee,” to the extent permitted by SEC rules, will not be deemed incorporated in such a filing, unless specifically provided otherwise in such filing. In addition, such section will not be deemed to be soliciting material. Except as stated otherwise, all website addresses contained in this Proxy Statement are intended to be inactive, textual references only. The information on, or accessible through, any website (including the AssetMark website) identified in this Proxy Statement is not a part of, and is not incorporated by reference into, this Proxy Statement.

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***

The Board of Directors knows of no other matters that will be presented at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy card will vote the share of common stock they represent on such matters in accordance with their best judgment.

By Order of the Board of Directors

Natalie Wolfsen
Chief Executive Officer and Director
AssetMark Financial Holdings, Inc.

April 17, 2023

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SCAN TO VIEW MATERIALS & VOTE ASSETMARK FINANCIAL HOLDINGS, INC. 1655 GRANT STREET, 10TH FLOOR CONCORD, CA 94520 VOTE BY INTERNET Before The Meeting – Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on June 4, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction from. During The Meeting Go to www.virtualshareholdermeeting.com/AMK2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on June 4, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V06876-P88065 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY ASSETMARK FINANCIAL HOLDINGS, INC. The Board of Directors recommends you vote FOR the following: 1. Company Proposal - Election of Class I Directors Nominees: 01) Rohit Bhagat 02) Bryan Lin 03) Lei Wang For Withhold For All All All Except □□□□□□□□□ To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR proposals 2 and 3. 2. Company Proposal - Ratification of selection of KPMG LLP as AssetMark Financial Holdings, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. Company Proposal - Approval of an amendment to AssetMark Financial Holdings, Inc.'s Amended and Restated Certificate of Incorporation. NOTE: The proposals to be voted on may also include such other business as may properly come before the meeting or any adjournment or postponement thereof. For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice and Proxy Statement are available at www.proxyvote.com. V06877-P88065 AssetMark Financial Holdings, Inc. Annual Meeting of Stockholders June 5, 2023, 1:00 PM Pacific Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Natalie Wolfsen and Ted Angus, each with the power to act without the other and with power of substitution and resubstitution, as proxy and attorney-in-fact and hereby authorizes each of them to represent and vote, as provided on the reverse side of this form, all the shares of common stock of AssetMark Financial Holdings, Inc. (the "Company") which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the Company to be held on June 5, 2023, via a live webcast at www.virtualshareholdermeeting.com/AMK2023, and any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the meeting. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES UNDER PROPOSAL 1, FOR PROPOSALS 2 AND 3 AND IN THE DISCRETION OF THE PROXY HOLDERS WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF. Continued and to be signed on reverse side

Appendix A

FORM OF CERTIFICATE OF AMENDMENT

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ASSETMARK FINANCIAL HOLDINGS, INC.

AssetMark Financial Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the present name of the Corporation is AssetMark Financial Holdings, Inc., that the Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 25, 2013 under the name “AqGen Liberty Management II, Inc.,” and the Corporation’s amended and restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 5, 2019 (as amended and restated, the “Amended and Restated Certificate of Incorporation”).

SECOND: That the Board of Directors of the Corporation duly adopted resolutions setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment (the “Amendment”) to be advisable and in the best interests of the Corporation and its stockholders, and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed Amendment is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Corporation be amended by changing Section 9.1 of Article IX so that, as amended, said Section shall be and read as follows:

Section 9.1 Limited Liability. To the fullest extent permitted by law, no director or officer of this Corporation shall be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of this Corporation shall be limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal or elimination of this Section 9.1, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Section 9.1, shall not affect its application with respect to an act or omission by a director or officer occurring before such amendment, adoption, repeal or elimination. Solely for purposes of this paragraph, "officer" shall have the meaning provided in Section 102(b)(7) of the DGCL as amended from time to time.

THIRD: That thereafter, pursuant to resolution of its Board of Directors, a meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the Amendment.

FOURTH: That said Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FIFTH: That Section 9.1 of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:

Section 9.1 Limited Liability. To the fullest extent permitted by law, no director or officer of this Corporation shall be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of this Corporation shall be limited to the fullest extent permitted by the DGCL, as so amended. Any amendment, repeal or elimination of this Section 9.1, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Section 9.1, shall not

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affect its application with respect to an act or omission by a director or officer occurring before such amendment, adoption, repeal or elimination. Solely for purposes of this paragraph, "officer" shall have the meaning provided in Section 102(b)(7) of the DGCL as amended from time to time.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this ________________ day of ________________, 2023.

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