EXHIBIT 99.3
STEPSTONE GROUP INC.
2023 EMPLOYEE STOCK PURCHASE PLAN
ADOPTED BY THE BOARD: JULY 13, 2023
APPROVED BY THE STOCKHOLDERS: SEPTEMBER 13, 2023
EFFECTIVE DATE: SEPTEMBER 13, 2023
1. PURPOSE.
The purpose of this StepStone
Group Inc. 2023 Employee Stock Purchase Plan (the Plan) is to provide employees of the Company and its Designated Affiliates with an opportunity to purchase Common Stock through accumulated Contributions.
2. DEFINITIONS.
(a) Administrator means the Compensation Committee of the Board (or any successor committee) or such other
committee as designated by the Board to administer the Plan under Section 14.
(b)
Affiliate means, at the time of determination, any parent or subsidiary of the Company, as such terms are defined in Rule 405 of the Securities Act. The Administrator will have the authority to determine
the time or times at which parent or subsidiary status is determined within the foregoing definition.
(c) Applicable Laws means the requirements relating to the administration of equity-based awards under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where options are, or will
be, granted under the Plan.
(d) Board means the Board of Directors of the Company.
(e) Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rulings and
regulations issued thereunder.
(f) Common Stock means the Class A common stock of the Company,
par value $0.001 per share.
(g) Company means StepStone Group Inc., a Delaware corporation, and any
successor corporation.
(h) Compensation means an Eligible Employees base salary or base hourly
rate of pay and annual cash bonuses before deduction for any salary deferral contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan, but excluding
commissions, overtime, incentive compensation (other than cash bonuses) and other forms of compensation. The Administrator, in its discretion, may, on a uniform and nondiscriminatory basis, establish a different definition of Compensation for an
Offering Period.
(i) Contributions means the payroll deductions and any other additional payments that
the Administrator may permit to be made by a Participant to fund the exercise of options granted pursuant to the Plan.
(j) Designated Affiliate means any Affiliate that has been designated by the Administrator from time to
time in its sole discretion as eligible to participate in the Plan. As of the date of adoption of the Plan, the Designated Affiliates consist exclusively of: StepStone Group LP, StepStone Group Real Estate LP, StepStone Group Real Assets LP,
StepStone Group Private Wealth LLC, Swiss Capital Alternative Investments AG, StepStone Group Europe Alternative Investments Limited, StepStone Group Europe LLP, SRA Capital (Canada) Ltd., StepStone Group Luxembourg S.a.r.l., StepStone Group (China)
Ltd., StepStone Group Singapore Pte. Ltd., StepStone Mexico S.C., StepStone Group Chile SpA, and StepStone Gestao de Recursos Ltda.
(k) Eligible Employee means any person, including an officer, who is customarily employed by the Company or
a Designated Affiliate for 20 or more hours per week; provided, however, that if required by Applicable Laws, Eligible Employee means any person, including an officer, who is customarily employed by the Company or a Designated Affiliate. For
purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved
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