DEF 14A of Moelis & Co
Filed Apr 25, 2024 · FY20230001193125-24-110472
Our Board of Directors
Our Board of Directors Our Board is comprised of directors with diverse skills, experiences and backgrounds, which contribute to the Board’s ability to effectively oversee the Company and execute on its long-term strategy.
Our Board of Directors
| | Proxy Statement Highlights |
Our Board of Directors
In determining that each director should be nominated for re-election, our Board considered his or her service, business experience, prior directorships, qualifications, attributes and skills described in the biographies set forth below under “Proposal 1: Election of Directors—Directors.”
Our Board of Directors
| Skills | Allison | Shropshire | Worrell | Cantor | Moelis | | Executive/Strategic Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | | Corporate CEO Experience | ✓ | | ✓ | | ✓ | | Finance/Accounting/Auditing | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial Services (non-IB) | ✓ | ✓ | ✓ | | ✓ | | Media/Branding/Marketing | | ✓ | ✓ | | ✓ | | Compensation | ✓ | | ✓ | | ✓ | | Academia/Education | | ✓ | | | | | Corporate Social Responsibility | | ✓ | ✓ | | ✓ | | IT/Cybersecurity Oversight | ✓ | | ✓ | ✓ | ✓ | | Risk Management | ✓ | | ✓ | ✓ | ✓ | | Law/Public Policy/Regulatory | | ✓ | | ✓ | | | Additional Board Experience | ✓ | ✓ | ✓ | | ✓ |
Corporate Governance
Corporate Governance We are committed to corporate governance that serves the best interests of our Company and shareholders and encourages active engagement with our shareholders. The following are highlights of our key board and governance practices and policies.
Corporate Governance
| ✓ | Independent Board |
Corporate Governance
| • | We have a majority independent Board |
Corporate Governance
| • | All committees of our Board are comprised entirely of independent directors |
Corporate Governance
| ✓ | Strong Board Leadership |
Corporate Governance
| • | Combined Chair/CEO providing focused strategic leadership |
Corporate Governance
| • | Lead Independent Director with active role and responsibilities |
Corporate Governance
| • | Our non-employee directors who have served multiple years on our Board own equity of the Company representing greater than 4x the annual retainer fee. |
Corporate Governance
| ✓ | Increased Board Size |
Corporate Governance
| • | Ms. Worrell joined our Board on January 1, 2023 in line with the Board’s decision in 2022 to increase the size of the Board from five to six members with four independent directors. |
Corporate Governance
| • | Ms. Worrell brings senior executive and strategic leadership experience from a range of institutions and expertise across technology, media and business services. |
Corporate Governance
| • | Following Ms. Richardson’s decision to resign from our Board in 2023 due to professional obligations, we are engaged in a process to fill the fourth independent director seat by our next annual meeting. With the assistance of a third-party search firm, we have actively worked to add a fourth independent director to the Board. While we intended to fill the fourth seat before year-end 2023, several candidates we were pursuing were ultimately not available or viable due to conflicts that developed and became known late in the process. We continue to work with a third-party |
Corporate Governance
| | Proxy Statement Highlights |
Corporate Governance
| search firm and remain committed to appointing a director who, based on their diversity of skills and experiences, will be a valuable asset to our Board. |
Corporate Governance
| ✓ | Qualified and Engaged Board |
Corporate Governance
| • | Diverse qualifications, skills and experiences |
Corporate Governance
| • | Overall attendance by our directors at Board and committee meetings was over 75% in 2023 |
Corporate Governance
| ✓ | Executive Sessions |
Corporate Governance
| • | Independent directors meet regularly with CEO and without management |
Corporate Governance
| ✓ | Accountability |
Corporate Governance
| • | Director nominees must receive a majority of the votes cast (for and against) in an uncontested election |
Corporate Governance
| • | See “General Information—What vote is required for each proposal?” on page 83 for more information |
Corporate Governance
| • | Directors are elected annually |
Corporate Governance
| ✓ | Annual Self-Assessments |
Corporate Governance
| ✓ | The Board and each committee conduct an annual self-assessment, which is overseen by the Nominating & Corporate Governance Committee. |
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our Board of Directors is currently comprised of five directors. At the Annual Meeting, stockholders will vote to elect as directors of the Company the five nominees named in this Proxy Statement. Each of the directors elected at the Annual Meeting will hold office until the 2025 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. The Board of Directors has nominated Kenneth Moelis, Eric Cantor, Kenneth L. Shropshire, John A. Allison IV and Laila Worrell for election at the Annual Meeting. The persons named as proxies will vote to elect each of these nominees unless a stockholder indicates that his or her shares should be withheld with respect to one or more of such nominees.
Directors
Directors The following sets forth information regarding our directors, including their ages as of the date hereof.
Directors
| Kenneth Moelis, 65 Chair of the Board of Directors and Chief Executive Officer | Kenneth Moelis is the Founder, Chair of the Board of Directors and Chief Executive Officer of Moelis & Company. Ken has over 40 years of experience both as an investment banker and an executive, having served in various significant leadership roles where he has been responsible for the innovation and growth of franchises across the industry. Prior to founding Moelis & Company, Mr. Moelis was President of UBS Investment Bank and previously, Head of Corporate Finance at Donaldson, Lufkin & Jenrette. He began his investment banking career at Drexel Burnham Lambert. Mr. Moelis holds a B.S. in Economics and an M.B.A. from the Wharton School at the University of Pennsylvania. He is a member of the Business Council, Business Roundtable and the WSJ CEO Council and currently serves on the Wharton Board of Overseers and the Ronald Reagan UCLA Medical Center Board of Advisors. He was formerly Board Chair and Director of the Tourette Association of America and served on the Board of Trustees at the University of Pennsylvania for 10 years. Mr. Moelis’ knowledge of and extensive experience in investment banking and the financial services industry give the Board of Directors valuable industry-specific knowledge and expertise on these and other matters. In addition, as our Founder and Chief Executive Officer, he has an unparalleled understanding of our business and operations, which positions him well to serve on our Board of Directors. | | Eric Cantor, 60 Managing Director, Vice Chair of the Company and Director | Eric Cantor has served as a Managing Director, Vice Chair of the Company, and a Director of our Company since September 2014. Mr. Cantor, who has more than 30 years of political and business experience, was formerly United States Representative for Virginia’s 7th Congressional District and U.S. House Majority Leader. He served in the U.S. House of Representatives from 2001 to 2014. He was elected by his colleagues in the House to serve as the Majority Leader for the 112th and 113th Congresses where he led the public policy agenda for the House. During his time in office, Mr. Cantor was a leading voice on the economy, job creation and policies focused on improving the lives of the American middle class. He championed pro-growth solutions including lowering taxes, eliminating excessive regulation, strengthening businesses, and encouraging entrepreneurship. He was also regularly featured in publications focusing on a wide range of topics including both domestic and international matters. Mr. Cantor holds a B.A. from The George Washington University, a J.D. from The College of William and Mary, and an M.A. from Columbia University. He serves as a member of the Bipartisan Policy Center’s Executive Council on Infrastructure and has been named a visiting fellow at Harvard University’s John F. Kennedy School of Government. He served on the U.S. Department of Defense Policy Board from 2017-2020. Mr. Cantor’s knowledge of public and economic policy, his extensive experience in public policy, international business and geo-politics and his investment banking experience position him well to serve on our Board of Directors. |
Directors
| | Proposal 1: Election of Directors |
Directors
| Kenneth L. Shropshire, 69 Lead Independent Director | Kenneth L. Shropshire has been a director since July 2014 and has been our Lead Independent Director since 2022. Mr. Shropshire is the David W. Hauck Professor Emeritus at the Wharton School at the University of Pennsylvania and the former Faculty Director of its Wharton Sports Business Initiative. Mr. Shropshire joined the Wharton faculty in 1986 specializing in sports business and law and served as Chairman of the Wharton School’s Legal Studies and Business Ethics department from 2000 to 2005. Prior to returning to Wharton, Mr. Shropshire was the Adidas Distinguished Professor of Global Sport and CEO of Global Sport Institute at Arizona State University from 2017 to 2022. His consulting roles have included work for the NFL, the NCAA, the NFL Players Association and USA Track and Field, and he was an executive on the organizing committee for the 1984 Los Angeles Olympic Games. Mr. Shropshire was previously a member of the board of directors of Peace Players International and Valley Green Bank in Philadelphia and a trustee of the Women’s Sports Foundation. He is a former president of the Sports Lawyers Association, the largest such organization in the world, and Program Chair of the ABA Forum Committee, Sports Law Section. Mr. Shropshire is the author of numerous books and articles on the business of sports. He holds an A.B. in Economics from Stanford University and a J.D. from Columbia Law School. Mr. Shropshire’s knowledge of corporate and business law and his extensive experience with business law and ethics, negotiation, and dispute resolution position him well to serve on our Board of Directors. | | John A. Allison IV, 75 Independent Director | John A. Allison IV has been a director since October 2015. Mr. Allison is Executive in Residence at Wake Forest School of Business and Chairman of the Executive Advisory Council of the Cato Institute’s Center for Monetary and Financial Alternatives, and a member of the Cato Institute’s Board of Directors. Mr. Allison was president and CEO of the Cato Institute from October 2012 to April 2015. Mr. Allison served as the Chief Executive Officer of BB&T Corporation from 1989 to 2008. Mr. Allison was also a director of BB&T Corporation from 1986 to 2014, serving as Chairman from 1989 to 2008, and a Branch Bank & Trust Company director from 1986 to 2008 and 2013 to 2014. Mr. Allison served as Chairman and Chief Executive Officer of Branch Bank & Trust Company from 1989 to 2008. He also served as a Distinguished Professor of Practice on the faculty of the Wake Forest University Schools of Business from 2009 to 2012. Mr. Allison is a Phi Beta Kappa graduate of the University of North Carolina—Chapel Hill. He received his master’s degree in management from Duke University and is also a graduate of the Stonier Graduate School of Banking. Mr. Allison’s knowledge of and extensive experience with finance, banking and investments, in addition to his years of experience and expertise as a senior corporate executive and public company board member, position him well to serve on our Board of Directors. | | Laila J. Worrell, 56 Independent Director | Laila Worrell has been a director since January 2023. She has over 30 years of leadership experience in both public and private-equity owned companies. After joining KKR-owned Aricent as COO in 2017, she was instrumental in the company’s acquisition for $2.1b by publicly traded Altran Technologies, creating the largest product design and engineering company in the world. After succeeding Aricent’s CEO, she was appointed CEO of Altran Americas and again played a key role in its $5.5b acquisition by Capgemini in 2020. She now serves as CEO of HBR Global, following her appointment as an HBS Executive Fellow. Laila has also served as senior advisor and operating partner at CDPQ, one of the largest private equity investors globally, and as Partner and Managing Director in Boston Consulting Group’s Principal Investing and Private Equity (PIPE) practice. Previously, Laila held a number of senior leadership roles at Accenture, heading its $2b New York Metro region and growth and strategy for Accenture’s $13b North American business. Laila sits on the Advisory Council for the American Museum of Natural History, a position she’s held since 2012. Laila has been a board member of the Harvard Business School Club of New York since 2013, and she has previously served on the Corporate Advisory Board of Lincoln Center for the Performing Arts and its Women’s Leadership Council. From 2007 to 2014, she served as the Board Chair of Susan G. Komen Greater NYC. Laila holds a BA from The University of Texas at Austin and an MBA from Harvard Business School. Ms. Worrell’s senior executive and strategic leadership experience from a range of institutions and her expertise across technology, media and business services positions her well to serve on our Board of Directors |
Directors
| | Proposal 1: Election of Directors |
Directors
Our Board is comprised of directors with diverse skills, experiences and backgrounds, which contribute to the Board’s ability to effectively oversee the Company and execute on its long-term strategy. We are engaged in a process to fill the fourth independent director seat as further discussed in “Proxy Highlights – Corporate Governance – Increased Board Size.” The presentation below is a summary of skills and experiences found on the Board, with information provided by the director nominees:
Directors
| | | | | (1) The demographic information presented is based on voluntary self-identification, where one out of five directors identify as female, and one out of five directors identifies as Black/African American. |
Directors
| | Proposal 1: Election of Directors |
Director Nominees and Board Recommendation
Director Nominees and Board Recommendation In the event that any nominee for director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current board of directors to fill the vacancy. All of the nominees are currently serving as directors and we do not expect that any of the nominees will be unavailable or will decline to serve. In determining that each director should be nominated for re-election, our Board considered his or her service, business experience, prior directorships, qualifications, attributes and skills described in the biography set forth above.
Director Nominees and Board Recommendation
| The Board of Directors recommends that you vote “FOR” each of the director nominees in this Proposal 1 |
Director Nominees and Board Recommendation
| | Executive Officers |
Board Committees
Board Committees Our Board of Directors has the authority to appoint committees to perform certain management and administrative functions. Our Board of Directors has established an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which has the composition and the responsibilities described below. Our Board of Directors may from time to time establish other committees. Audit Committee Our Audit Committee oversees our accounting and financial reporting process and the audit of our financial statements and assists our Board of Directors in monitoring our financial systems and our legal and regulatory compliance. Our Audit Committee is responsible for, among other things:
Board Committees
| • | appointing, compensating and overseeing the work of our independent auditors, including resolving disagreements between management and the independent registered public accounting firm regarding financial reporting; |
Board Committees
| • | approving engagements of the independent registered public accounting firm to render any audit or permissible non-audit services; |
Board Committees
| • | reviewing the qualifications and independence of the independent registered public accounting firm; |
Board Committees
| • | reviewing our financial statements and related disclosures and reviewing our critical accounting policies and practices; |
Board Committees
| • | reviewing the adequacy and effectiveness of our internal control over financial reporting; |
Board Committees
| • | establishing procedures for the receipt, retention and treatment of accounting and auditing related complaints and concerns; |
Board Committees
| • | preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement; |
Board Committees
| • | reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements and our publicly filed reports; and |
Board Committees
| • | reviewing and approving in advance any proposed related person transactions. |
Board Committees
We believe that the functioning of our Audit Committee complies with the applicable requirements of the NYSE and SEC rules and regulations. The members of our Audit Committee are Mr. Shropshire, Mr. Allison and Ms. Worrell. Since November 2015, our Audit Committee has been comprised of entirely independent directors as defined under NYSE rules. Mr. Allison and Ms. Worrell are our Audit Committee financial experts, as defined under SEC rules.
Board Committees
| | Corporate Governance |
Board Committees
Mr. Shropshire is the Chairperson of our Audit Committee. Our Board of Directors has considered the independence and other characteristics of each member of our Audit Committee. Audit Committee members must satisfy the NYSE independence requirements and additional independence criteria set forth under Rule 10A-3 of the Exchange Act of 1934 (the “Exchange Act”). In addition, the NYSE requires that, subject to specified exceptions, including certain phase-in rules, each member of a listed company’s audit committee be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3. In order to be considered independent for purposes of Rule 10A-3, an audit committee member may not, other than in his or her capacity as a member of the board of directors, accept consulting, advisory or other fees from us or be an affiliated person of us. Our Board of Directors has determined that each of Mr. Allison, Mr. Shropshire and Ms. Worrell qualifies as an independent director pursuant to NYSE rules and Rule 10A-3. Our Board of Directors has adopted a written charter for the Audit Committee. The Audit Committee Charter is available in the Corporate Governance section of our Investor Relations website at investors.moelis.com. Compensation Committee The Compensation Committee is responsible for, among other things:
Board Committees
| • | reviewing and recommending policies, plans and programs relating to compensation and benefits of our directors, officers and employees; |
Board Committees
| • | reviewing and recommending compensation and the corporate goals and objectives relevant to compensation of our executive officers, including our Chief Executive Officer; |
Board Committees
| • | evaluating the performance of our Chief Executive Officer and other executive officers in light of established goals and objectives and determining and approving the Chief Executive Officer’s and other executive officers compensation level based on this evaluation; |
Board Committees
| • | administering our equity compensation plans for our employees and directors; |
Board Committees
| • | evaluates compensation-related risks to the Company; and |
Board Committees
| • | approving the appointment of a retained independent compensation consultant. |
Board Committees
The members of our Compensation Committee are Mr. Allison, Mr. Shropshire and Ms. Worrell. From February 2015, our Compensation Committee has been comprised of entirely independent directors meeting NYSE requirements. Ms. Worrell is the Chairperson of the Compensation Committee. The Compensation Committee Charter is available in the Corporate Governance section of our Investor Relations website at investors.moelis.com. The charter allows the Compensation Committee to form and delegate its responsibility to subcommittees of the Compensation Committee for any purpose it deems appropriate, with certain limits. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee advises on identifying individuals qualified to become members of our Board of Directors. The Nominating and Corporate Governance Committee is responsible for, among other things:
Board Committees
| • | assisting in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board; |
Board Committees
| | Corporate Governance |
Board Committees
| • | reviewing the background and qualifications of individuals being considered as director candidates; |
Board Committees
| • | recommending to the Board of Directors the director nominees for election by the stockholders or appointment by the Board of Directors, as the case may be, pursuant to the Company’s Corporate Governance Guidelines; and |
Board Committees
| • | reviewing the suitability for continued service as a director of each board member when his or her term expires and when he or she has a change in status. |
Board Committees
The members of our Nominating and Corporate Governance Committee are Mr. Allison, Mr. Shropshire and Ms. Worrell. From April 19, 2021, our Nominating and Corporate Governance Committee has been comprised of entirely independent directors meeting NYSE requirements. Mr. Allison is the Chairperson of the Nominating and Corporate Governance Committee. Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee Charter is available in the Corporate Governance section of our Investor Relations website at investors.moelis.com. The charter allows the Nominating and Corporate Governance Committee to form and delegate its responsibility to subcommittees of the Nominating and Corporate Governance Committee for any purpose it deems appropriate, with certain limits.
Compensation Committee Interlocks and Insider Participation
| | Director Compensation |
Director Compensation
Director Compensation Effective March 1, 2023 each of our non-employee directors receive annual compensation of $200,000, which is comprised of (i) $100,000 in the form of RSUs (the “RSU Grants”) and (ii) $100,000, which the director may elect to receive in the form of cash, RSUs or a combination thereof. Prior to March 1, 2023, each of our non-employee directors received annual compensation of $150,000, which is comprised of (i) $65,000 in the form of RSUs (the “RSU Grants”) and (ii) $85,000, which the director may elect to receive in the form of cash, RSUs or a combination thereof. Additionally, the Chairperson of each Board committee and the Lead Independent Director receive $20,000 annually, which is comprised of (i) $5,000 of RSU Grants and (ii) $15,000, which the Chairperson or Lead Independent Director, as applicable, may elect to receive in the form of cash, RSUs or a combination thereof. Cash compensation is paid quarterly in arrears. The annual RSU Grants generally vest upon grant and are settled following the second anniversary of grant. Any other RSUs elected to be received generally vest 25% on a quarterly basis over the one-year period beginning July 1 of each year and are settled within 60 days following the applicable vesting date. We reimburse all directors for expenses incurred in connection with attending Board and committee meetings. The following table shows compensation paid to the individuals who served as our non-employee directors in fiscal year 2023.
Director Compensation
| Name(1)(2) | Fees Earned or Paid in Cash ($) | Stock Awards(3) ($) | Total ($) | | John A. Allison IV | 56,250 | 178,482(4) | 234,732 | | Kenneth L. Shropshire | 114,750 | 136,556(5) | 251,306 | | Laila J. Worrell | 32,500 | 261,272(6) | 293,772 | | Yolonda Richardson(7) | 26,250 | 2,923(8) | 29,173 |
Director Compensation
| (1) Our directors who also serve as our employees or executive officers do not receive any compensation for their service as directors and have thus been omitted from this table. These individuals consist of: (i) Mr. Moelis whom is a named executive officer of the Company, and (ii) Mr. Cantor, who is a Managing Director of the Company. Additional information regarding Mr. Cantor’s employment agreement is included below in “Certain Relationships and Related Person Transactions—Transactions with Our Directors, Executive Officers and 5% Holders—Employment Agreement with Eric Cantor.” |
Director Compensation
| (2) As of December 31, 2023, our non-employee directors held the following unvested RSUs: Mr. Allison, 982; Mr. Shropshire, 222; Ms. Worrell, 982; and the following vested RSUs: Mr. Allison, 4,620; Mr. Shropshire, 4,870; Ms. Worrell, 3,561. |
Director Compensation
| (3) Amounts represent the grant date fair value of RSU awards made during the identified fiscal year, as calculated under FASB ASC Topic 718. The amount excludes RSUs issued pursuant to the terms of our 2014 Omnibus Incentive Plan as dividend equivalents on the underlying RSUs that have accumulated subsequent to the grant date held by Messrs. Allison, Shropshire and Ms. Worrell in connection with dividends paid by the Company to holders of its Class A common stock. Dividend equivalents are subject to the same terms and conditions as the underlying RSUs. For a summary of the assumptions used in the valuation of these awards, please see Note 2 to the audited financial statements included in our 2023 Annual Report on Form 10-K. |
Director Compensation
| (4) Award comprised of (i) 309 RSUs granted on April 3, 2023 which vested upon grant and will be settled within 60 days following July 1, 2024, and (ii) 66 RSUs granted on April 3, 2023 which vested on July 1, 2023 and were settled within 60 days following the applicable grant date, and (iii) 2,335 RSUs granted on |
Director Compensation
| | Director Compensation |
Director Compensation
| July 3, 2023 which vested upon grant and will be settled within 60 days following July 1, 2025, and (iv) 1,278 RSUs granted on July 3, 2023, 319 of which vested on October 1, 2023, 319 of which vested on January 1, 2024, 320 of which vested on April 1, 2024 and 320 which vest on July 1, 2024 and all of which were or will be settled within 60 days following the applicable vesting date. Cash amount reflects $7,500 for nominating and corporate governance committee chair. |
Director Compensation
| (5) Award comprised of (i) 309 RSUs granted on April 3, 2023 which vested upon grant and will be settled within 60 days following July 1, 2024, and (ii) 13 RSUs granted on April 3, 2023 which vested on July 1, 2023 and were settled within 60 days following the applicable vesting date (iii) 2,446 RSUs granted on July 3, 2023 which vested upon grant and will be settled within 60 days following July 1, 2025, and (iv) 289 RSUs granted on July 3, 2023, 72 of which vested on October 1, 2023, 72 of which vested on January 1, 2024, 72 of which vested on April 1, 2024 and 73 which vest on July 1, 2024 and all of which were or will be settled within 60 days following the applicable vesting date. Cash amount reflects $13,500 for audit committee chair and $13,500 for lead independent director. |
Director Compensation
| (6) Award comprised of (i) 772 RSUs granted on January 11, 2023 which vested upon grant and will be settled within 60 days following July 1, 2024, and (ii) 1,010 RSUs granted on January 11, 2023, 550 of which vested on April 1, 2023 and 550 of which vested on July 1, 2023 and all of which were settled within 60 days following the applicable vesting date, and (iii) 342 RSUs granted on April 3, 2023 which vested upon grant and will be settled within 60 days following July 1, 2024, and (iv) 132 RSUs granted on April 3, 2023 which vested on July 1, 2023 and were settled within 60 days following the applicable vesting date, and (v) 2,335 RSUs granted on July 3, 2023 which vested upon grant and will be settled with 60 days following July 1, 2025, and (vi) 1,278 RSUs granted on July 3, 2023, 319 of which vested on October 1, 2023, 319 of which vested on January 1, 2024, 320 of which vested on April 1, 2024 and 320 which vest on July 1, 2024 and all of which were or will be settled within 60 days following the applicable vesting date. Cash amount reflects $7,500 for compensation committee chair. |
Director Compensation
| (7) Ms. Richardson resigned from our Board of Directors in March 2023. |
Director Compensation
| (8) Award comprised of 77 RSUs granted on April 3, 2023 which vested upon grant and will be settled within 60 days following July 1, 2024. |
Director Compensation
| | Executive Compensation |
Key Compensation Practices
| ✓ | Incentivize long term value creation by granting a significant portion of compensation in equity. Our total incentive pay is delivered in the form of cash and equity-based compensation. The equity-based compensation allocation is designed to align the interests of our named executive officers with those of our shareholders’ interests in the long-term success of our Firm, promote retention, and mitigate excessive risk taking. In 2023, equity based compensation represented 100% of 2023 total incentive compensation awarded to our CEO. |
Key Compensation Practices
| × | No severance payments or golden parachutes |
Compensation Philosophy
| • | Attract, retain and motivate executives who are aligned in creating long-term shareholder value |
Compensation Philosophy
| • | Reinforce the long-term interests of the Firm over individual short-term interests |
2. Performance Relative to Our Peers
2. Performance Relative to Our Peers Our performance relative to the performance of our public company peer financial institutions on a year over year and multi-year basis was considered in determining 2023 compensation. The companies included in the performance comparison were Evercore Inc., Houlihan Lokey, Inc., Lazard Ltd, Perella Weinberg Partners and PJT Partners Inc. We have achieved one-year total shareholder return of 55% compared to the peer group average of 35%, while maintaining a debt free balance sheet and all through organic growth. In addition, the prior year compensation structure of this peer group, along with third party surveys, is used to gauge pay practices and compensation trends. A key component of our executive compensation program is to promote retention of our existing executive team and the next generation of leadership who aspire to ascend to executive roles. To that end, the Committee evaluates executive compensation using peer
Overview of Compensation Elements
| Pay Element | Type | Key Features | Award Period | For More Information | | Base Salary | Base Salary | • Fixed cash portion of total compensation | Ongoing | Page 35 | | | Cash | • Variable award assessed annually | Annual | Page 35 | | Annual Variable Compensation | Restricted Equity | • Variable award assessed annually • RSUs/Restricted LP Units: vesting over 5 years • Deferred LP Units: delivered over 5 years subject to transfer and non-compete restrictions | 5 Years | Page 41-44 |
Overview of Compensation Elements
Base Salary. Consistent with our pay-for-performance philosophy, base salary comprises a small portion of our named executive officers’ total annual compensation. Base salaries for each of our named executive officers for 2023 were $400,000. The amount of the base salary for the named executive officers was set in accordance with the terms of their respective employment agreements and may be adjusted from time to time in accordance with those agreements. Base salaries are reviewed annually. We did not increase the base salaries of our named executive officers in 2023. Annual Variable Incentive Compensation. Annual variable incentive compensation comprises a substantial portion of each of our named executive officer’s total compensation. Once the aggregate amount of the incentive compensation award is determined, a portion of the incentive compensation award is allocated in equity, consisting of either restricted stock units (“RSUs”) or profits interest limited partnership units in Moelis & Company Group Employee Holdings LP or Moelis & Company Group LP (“Group LP” and the “LP Units”), each with the features described below, and the remainder is allocated in cash. Annual variable incentive compensation for performance in 2023 was awarded and paid, as appropriate, in the first quarter of 2024. The amount of variable incentive compensation awards is based on a discretionary assessment, taking into account the four factors described in our Framework of Compensation. Historically, we have used a discretionary incentive compensation structure because it adjusts to market cycles and accounts for a variety of indicators of Firm and individual performance. See “Moelis Annual Equity Awards” for a detailed discussion of the variable incentive compensation awarded to each named executive officer in respect of performance in 2023. We did not provide guaranteed incentive compensation to any of our named executive officers in respect of 2023. Deferred LP Units. For performance in 2023, a portion of certain of our named executive officers’ total annual compensation was awarded in LP Units which are eligible for redemption and exchange rights in accordance with the following schedule: 40% in February of 2026 and 20% in each of February of 2027, 2028 and 2029. These LP Units vested at grant and are subject to prohibitions on transfer and non-compete restrictions, which if violated, result in the forfeiture of the undelivered portion of the award (the “Deferred LP Units”). Restricted LP Units. For performance in 2023, a portion of certain of our named executive officers’ total annual compensation was awarded in LP units, which will vest 40% in February of 2026 and 20% in each of February of 2027, 2028 and 2029 (the “Restricted LP Units”). For performance in 2023, a portion of certain of our named executive officers’ total annual compensation was awarded in LP units, which will vest 50% in each of February of 2028 and February of 2029 (the “Restricted LTI LP Units”).
Clawback Policies
Clawback Policies RSUs and LP Units are forfeited by our named executive officers in the event of (1) a voluntary termination of employment other than for “good reason” (as defined in the 2014 Omnibus Incentive Plan) or eligible retirement or (2) termination by the Company for cause. For a detailed discussion of the RSU and LP Unit forfeiture provisions, see “Overview of Compensation Elements” and “Moelis Annual Equity Awards”. In addition, we have implemented a clawback policy for our named executive officers which provides for the recovery of erroneously awarded compensation in the event of a financial restatement consistent with the requirements of the SEC and NYSE rules.
Summary Compensation Table for 2023
Summary Compensation Table for 2023 The following table summarizes the total compensation paid to or earned by each of our named executive officers for the periods presented below under SEC rules.
Summary Compensation Table for 2023
| Name and Principal Position | Year | Salary ($) | Cash Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Kenneth Moelis Chair, Chief Executive Officer | 2023 | 400,000 | 30,500 | 7,438,446 | 9,900 | 7,878,846 | | | 2022 | 400,000 | 30,000 | 18,784,112 | 9,150 | 19,223,262 | | | 2021 | 400,000 | 5,100,000 | 8,829,314 | 29,645 | 14,358,959 | | Navid Mahmoodzadegan Co-President, Managing Director | 2023 | 400,000 | 3,000,000 | 13,554,171 | 45,300 | 16,999,471 | | | 2022 | 400,000 | 5,000,000 | 9,960,423 | 57,856 | 15,418,279 | | | 2021 | 400,000 | 11,260,000 | 8,327,639 | 52,437 | 20,040,076 | | Jeffrey Raich Co-President, Managing Director | 2023 | 400,000 | 100,000 | 2,084,352 | 10,720 | 2,595,072 | | | 2022 | 400,000 | 30,000 | 5,538,893 | 9,150 | 5,978,043 | | | 2021 | 400,000 | 6,850,000 | 4,514,959 | 36,120 | 11,801,079 | | Joseph Simon Chief Financial Officer, Managing Director | 2023 | 400,000 | 1,000,000 | 715,316 | 9,900 | 2,125,216 | | | 2022 | 400,000 | 1,218,000 | 1,078,856 | 9,150 | 2,706,006 | | | 2021 | 400,000 | 1,630,000 | 923,030 | 10,875 | 2,963,905 | | Katherine Pilcher Ciafone Chief Operating Officer, Managing Director(4) | 2023 | 400,000 | 900,000 | 398,489 | 20,520 | 1,719,009 |
Summary Compensation Table for 2023
| (1) Amounts represent the annual cash bonuses paid for performance in the identified fiscal year, whether or not paid in such year. The Company paid its cash bonuses for performance in each of 2023, 2022 and 2021 in the first quarter of the following year. The repayment terms for 2023, 2022 and 2021 equity bonuses are described below under “—Moelis & Company Annual Equity Awards.” |
Summary Compensation Table for 2023
| (2) Amounts represent the grant date fair value of the awards granted during the identified fiscal year, as calculated under FASB ASC Topic 718. For a summary of the assumptions used in the valuation of these awards, please see Note 2 to the audited financial statements included in our 2023 Annual Report on Form 10-K. In accordance with SEC rules, the table includes equity awards for 2020 performance that were granted in 2021, equity awards for 2021 performance that were granted in 2022 and equity awards for 2022 performance that were granted in 2023 but excludes equity awards for 2023 performance that were granted in 2024. On February 15, 2024, Mr. Moelis received 156,818 Deferred LP Units. The grant date fair value of these awards is $7,160,262. On February 15, 2024, Mr. Mahmoodzadegan received 166,526 Restricted LP Units and 2,744 Restricted LTI LP units. The grant date fair value of these awards is $9,541,749. On February 15, 2024, Mr. Raich received 54,898 Deferred LP units. The grant date fair value of these awards is $2,506,626. On February 15, 2024, Ms. Pilcher Ciafone received 10,979 Restricted LP Units. The grant date fair value of these awards is $618,886. On February 15, 2024, Mr. Simon received 17,384 Deferred LP units. The grant date fair value of these awards is $793,748. The grant date fair value of all aforementioned awards were calculated under FASB ASC Topic 718. The Restricted LP Units for Mr. Mahmoodzadegan and Ms. Pilcher Ciafone granted in February 2024 vest 40% on February 23, 2026 and 20% on each of February 23, 2027, February 23, 2028 and February 23, 2029. Restricted LTI LP Units for Mr. Mahmoodzadegan granted in February 2024 vest 50% on each of February 23, 2028 and February 23, 2029. The Deferred LP Units for Mr. Moelis, Mr. Raich and Mr. Simon granted in February 2024 vest upon grant date. Subject to the forfeiture provisions set forth in |
Summary Compensation Table for 2023
| | Executive Compensation |
Summary Compensation Table for 2023
| the Deferred LP Unit Award Agreement, the Deferred LP Units will be eligible for redemption and exchange rights in accordance with the following schedule: 40% on or about February 23, 2026 and the remaining 60% pro rata annually (20% each year) on or about each of February 23, 2027, February 23, 2028 and February 23, 2029. |
Summary Compensation Table for 2023
| (3) Amounts represent (i) contributions by the Company to each named executive officer in respect of the officer’s participation in our 401(k) plan and (ii) tax-related interest payments to each named executive officer that resulted from the timing of our annual cash bonus payments in relation to the date on which estimated taxes on such awards were required to be paid by the officer. In addition to the amounts listed in this column, we reimbursed Mr. Moelis for costs in lieu of a hotel when traveling to New York City on business. The amount of this reimbursement approximated the cost of a comparable hotel room and does not constitute additional compensation. |
Summary Compensation Table for 2023
| (4) Ms. Pilcher Ciafone became an executive officer on October 1, 2023. |
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 The following table summarizes grants of plan based awards to each of our named executive officers in fiscal year 2023.
Grants of Plan-Based Awards in 2023
| Name | Grant Date | Estimated future payouts under equity incentive plan awards: number of shares of stock or units(1) (#) | | | All other stock awards: number of shares of stock or units(4) (#) | | Grant date fair value of stock awards(3)(5)(6) ($) | | | | Threshold(2) | Target(2) | Maximum(3) | Deferred LP Units(5) | Restricted Equity(6) | | | Kenneth Moelis | 2/16/2023 | | | | 130,720 | | 4,841,869 | | | 2/16/2023 | 28,465 | 56,930 | 85,395 | | | 2,596,577 | | Navid Mahmoodzadegan | 2/16/2023 | | | | | 253,996 | 11,556,818 | | | 2/16/2023 | 21,896 | 43,792 | 65,688 | | | 1,997,353 | | Jeffrey Raich | 2/16/2023 | | | | 56,273 | | 2,084,352 | | Joseph Simon | 2/16/2023 | | | | 19,312 | | 715,316 | | Katherine Pilcher Ciafone | 2/16/2023 | | | | | 8,758 | 398,489 |
Grants of Plan-Based Awards in 2023
| (1) Equity incentive plan awards were made in the form of Performance Units as described below in the section entitled “—Moelis Annual Equity Awards.” The terms and conditions of these Performance Units are described below in the section entitled “—Moelis Annual Equity Awards.” For a summary of the assumptions used in the valuation of these awards, please see footnote 2 to the audited financial statements included in our 2023 Annual Report on Form 10-K. |
Grants of Plan-Based Awards in 2023
| (2) Performance Units awarded subject to performance conditions and time-based vesting conditions set forth within “—Moelis Annual Equity Awards—Performance Units” with grant date fair value of $33.38 per share as calculated under FASB ASC Topic 718. |
Grants of Plan-Based Awards in 2023
| (3) Maximum amount of Performance Units in the amount of (i) 56,930 awarded subject to performance conditions and time-based vesting conditions set forth within “–Moelis Annual Equity Awards—Performance Units” with grant date fair value of $33.38 per share as calculated under FASB ASC Topic 718 plus (ii) 28,465 (the amount of Performance Units in excess of target) awarded subject to performance conditions and time-based vesting conditions set forth within “—Moelis Annual Equity Awards—Performance Units” with grant date fair value of $24.46 per share as calculated under FASB ASC Topic 718. |
Grants of Plan-Based Awards in 2023
| (4) Stock awards were made in the form of LP Units and RSUs as described below in the section entitled “—Moelis Annual Equity Awards.” The terms and conditions of these LP Units and RSUs are described |
Grants of Plan-Based Awards in 2023
| | Executive Compensation |
Grants of Plan-Based Awards in 2023
| below in the section entitled “—Moelis Annual Equity Awards.” For a summary of the assumptions used in the valuation of these awards, please see footnote 2 to the audited financial statements included in our 2023 Annual Report on Form 10-K. |
Grants of Plan-Based Awards in 2023
| (5) Deferred LP Units awarded subject to post-vesting sale and non-compete restrictions and with grant date fair value of $37.04 per share as calculated under FASB ASC Topic 718. For additional details see “—Moelis Annual Equity Awards—LP Units—Deferred LP Units” |
Grants of Plan-Based Awards in 2023
| (6) Restricted LP Units and RSUs awarded subject to time-based vesting conditions and with grant date fair value of $45.50 per share as calculated under FASB ASC Topic 718. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes the outstanding equity awards held by each of our named executive officers as of December 31, 2023. In accordance with SEC rules, this table does not reflect Deferred LP Units, which are vested at the grant date of such awards. Below this table, we have provided an alternative tabular disclosure that includes Deferred LP Units that remain subject to sale and contractual restrictions. Please see “—Alternative Presentation of Outstanding Equity Awards at 2023 Fiscal Year-End”.
Outstanding Equity Awards at 2023 Fiscal Year-End
| Stock Awards(1) | | | | | | Name | Number of shares or units of stock that have not vested(2) (#) | Market value of shares or units of stock that have not vested(3) ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(3) (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(3) ($) | | Kenneth Moelis(4) | 585,620 | 32,870,878 | 90,121 | 5,058,482 | | Navid Mahmoodzadegan(5) | 632,431 | 35,498,373 | 69,323 | 3,891,113 | | Jeffrey Raich(6) | 185,183 | 10,394,323 | | | | Joseph Simon(7) | 49,108 | 2,756,441 | | | | Katherine Pilcher Ciafone(8) | 25,152 | 1,411,793 | | |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Stock awards were made in the form of Restricted LP Units and RSUs. The terms and conditions of these awards are described in the section entitled “—Moelis Annual Equity Awards.” |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) All LP Units or RSUs are subject to accelerated vesting upon the officer’s death. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) Market value is equal to the applicable number of LP Units or RSUs multiplied by the $56.13, the closing price per share of our Class A common stock on the NYSE on December 29, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) Consists of (i) 20,432 RSUs originally granted to Mr. Moelis in February 2019 in respect of 2018 performance and 10,485 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest 100% on February 23, 2024 and (ii) 81,687 RSUs originally granted to Mr. Moelis in February 2020 in respect of 2019 performance and 31,612 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2025 and (iii) 161,266 Restricted LP Units originally granted to Mr. Moelis in February 2021 in respect of 2020 performance with respect thereto that were held by him as of December 31, 2023, which vest 20% on February 23 of each of 2024 through 2026 and (iv) 251,159 Restricted LP Units originally granted to Mr. Moelis in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2023, which vest 40% on February 23 of 2024 and 20% on February 23 of each of 2025 through 2027 and (v) 28,979 2021 Restricted LTI LP Units originally granted to Mr. Moelis in February 2022 in respect of 2021 performance |
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Executive Compensation |
Outstanding Equity Awards at 2023 Fiscal Year-End
| with respect thereto that were held by him as of December 31, 2023, which vest in equal installments on February 23, 2025, February 23, 2026 and February 23, 2027 and (vi) 85,395 Performance Units originally granted to Mr. Moelis in February 2023 in respect of 2022 performance and 4,726 dividend equivalent Performance Units with respect thereto that were held by him as of December 31, 2023 which vest according to the schedule set forth in “—Moelis Annual Equity Awards—LP Units—Performance Units”, provided certain performance goals are achieved. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) Consists of (i) 23,535 RSUs originally granted to Mr. Mahmoodzadegan in February 2019 in respect of 2018 performance and 12,078 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest 100% on February 23, 2024 and (ii) 79,130 RSUs originally granted to Mr. Mahmoodzadegan in February 2020 in respect of 2019 performance and 30,623 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2025 and (iii) 91,262 Restricted LP Units originally granted to Mr. Mahmoodzadegan in February 2021 in respect of 2020 performance with respect thereto that were held by him as of December 31, 2023, which vest 20% on February 23 of each of 2024 through 2026 and (iv) 141,808 Restricted LP Units originally granted to Mr. Mahmoodzadegan in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2023, which vest 40% on February 23 of 2024 and 20% on February 23 of each of 2025 through 2027 and (v) 253,996 Restricted LP Units originally granted to Mr. Mahmoodzadegan in February 2023 in respect of 2022 performance with respect thereto that were held by him as of December 31, 2023, which vest 40% on February 23 of 2025 and 20% on February 23 of each of 2026 through 2028 and (vi) 65,688 Performance Units originally granted to Mr. Mahmoodzadegan in February 2023 in respect of 2022 performance and 3,635 dividend equivalent Performance Units with respect thereto that were held by him as of December 31, 2023 which vest according to the schedule set forth in “—Moelis Annual Equity Awards—LP Units—Performance Units”, provided certain performance goals are achieved. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (6) Consists of (i) 11,554 RSUs originally granted to Mr. Raich in February 2019 in respect of 2018 performance and 5,929 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest 100% on February 23, 2024 and (ii) 26,036 RSUs originally granted to Mr. Raich in February 2020 in respect of 2019 performance and 10,076 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2025 and (iii) 49,479 Restricted LP Units originally granted to Mr. Raich in February 2021 in respect of 2020 performance with respect thereto that were held by him as of December 31, 2023, which vest 20% on February 23 of each of 2024 through 2026 and (iv) 82,109 Restricted LP Units originally granted to Mr. Raich in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2023, which vest 40% on February 23 of 2024 and 20% on February 23 of each of 2025 through 2027. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (7) Consists of (i) 3,530 RSUs originally granted to Mr. Simon in February 2019 in respect of 2018 performance and 1,812 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest 100% on February 23, 2024 and (ii) 10,364 RSUs originally granted to Mr. Simon in February 2020 in respect of 2019 performance and 4,011 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2025 and (iii) 10,116 RSUs originally granted to Mr. Simon in February 2021 in respect of 2020 performance and 2,468 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2026 and (iv) 16,808 Restricted LP Units originally granted to Mr. Simon in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2023, which vest 40% on February 23 of 2024 and 20% on February 23 of each of 2025 through 2027. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (8) Consists of (i) 856 RSUs originally granted to Ms. Pilcher Ciafone in February 2019 in respect of 2018 performance and 439 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2023, which vest 100% on February 23, 2024 and (ii) 3,830 RSUs originally |
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Executive Compensation |
Outstanding Equity Awards at 2023 Fiscal Year-End
| granted to Ms. Pilcher Ciafone in February 2020 in respect of 2019 performance and 1,482 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2025 and (iii) 3,299 RSUs originally granted to Ms. Pilcher Ciafone in February 2021 in respect of 2020 performance and 805 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2026 and (iv) 4,672 RSUs originally granted to Ms. Pilcher Ciafone in February 2022 in respect of 2021 performance and 526 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2027 and (v) 8,758 RSUs originally granted to Ms. Pilcher Ciafone in February 2023 in respect of 2022 performance and 485 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2028. |
Outstanding Equity Awards at 2023 Fiscal Year-End
*Note that any equity awards with a vesting date that falls on a weekend day may vest on the preceding business day or the next business day as determined by the Compensation Committee as administrator of the Omnibus Plan. Alternative Presentation of Outstanding Equity Awards at 2023 Fiscal Year-End This table is an alternative to the SEC required Outstanding Equity Awards at 2023 Fiscal Year-End table presented above. This alternative tabular presentation includes, in addition to stock awards that have not yet vested, Deferred LP Units that are fully vested at grant and are subject to a prohibition on transfer and non-compete restrictions, which if violated, result in the forfeiture of the portion of the award not yet delivered.
Outstanding Equity Awards at 2023 Fiscal Year-End
| Stock Awards(1) | | | | | | Name | Number of shares or units of stock that have not vested(2) (#) | Market value of shares or units of stock that have not vested(3) ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(3) (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(3) ($) | | Kenneth Moelis(4) | 829,986 | 46,587,142 | 90,121 | 5,058,482 | | Navid Mahmoodzadegan(5) | 700,619 | 39,325,766 | 69,323 | 3,891,113 | | Jeffrey Raich(6) | 275,550 | 15,466,623 | | | | Joseph Simon(7) | 74,102 | 4,159,354 | | | | Katherine Pilcher Ciafone(8) | 25,152 | 1,411,793 | | |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Stock awards were made in the form of LP Units, including Deferred LP Units, and RSUs. The terms and conditions of these awards are described in the section entitled “—Moelis Annual Equity Awards.” |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) All LP Units or RSUs are subject to accelerated vesting upon the officer’s death. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) Market value is equal to the applicable number of LP Units and RSUs multiplied by the $56.13, the closing price per share of our Class A common stock on the NYSE on December 29, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) Consists of (i) 20,432 RSUs originally granted to Mr. Moelis in February 2019 in respect of 2018 performance and 10,485 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest 100% on February 23, 2024 and (ii) 81,687 RSUs originally granted to Mr. Moelis in February 2020 in respect of 2019 performance and 31,612 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2025 and (iii) 161,266 LP Units originally granted to Mr. Moelis in February 2021 in respect of 2020 performance with respect thereto that were held by him as of December 31, 2023, which vest 20% on February 23 of each of 2024 through 2026 and (iv) 251,159 Restricted LP Units originally granted to Mr. Moelis in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2023, which vest 40% |
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Executive Compensation |
Outstanding Equity Awards at 2023 Fiscal Year-End
| on February 23 of 2024 and 20% on February 23 of each of 2025 through 2027 and (v) 113,646 Three Year Deferred LP Units originally granted to Mr. Moelis in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2022, which are vested at grant and restricted for 3 years and (vi) 28,979 2021 Restricted LTI LP Units originally granted to Mr. Moelis in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2023, which vest in equal installments on February 23, 2025, February 23, 2026 and February 23, 2027 and (vii) 85,395 Performance Units originally granted to Mr. Moelis in February 2023 in respect of 2022 performance and 4,726 dividend equivalent Performance Units with respect thereto that were held by him as of December 31, 2023 which vest according to the schedule set forth in “—Moelis Annual Equity Awards—LP Units—Performance Units”, provided certain performance goals are achieved and (viii) 130,720 Deferred LP Units originally granted to Mr. Moelis in February 2023 in respect of 2022 performance with respect thereto that were held by him as of December 31, 2023, which are vested at grant. Subject to the forfeiture provisions set forth in the award agreement and described below, the Deferred LP Units will be eligible for 3 redemption and exchange rights in accordance with the following schedule: 40% on or about February 23, 2025 and the remaining 60% pro rata annually (20% each year) on or about each of February 23, 2026, February 23, 2027 and February 23, 2028. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) Consists of (i) 23,535 RSUs originally granted to Mr. Mahmoodzadegan in February 2019 in respect of 2018 performance and 12,078 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest 100% on February 23, 2024 and (ii) 79,130 RSUs originally granted to Mr. Mahmoodzadegan in February 2020 in respect of 2019 performance and 30,623 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2025 and (iii) 91,262 Restricted LP Units originally granted to Mr. Mahmoodzadegan in February 2021 in respect of 2020 performance with respect thereto that were held by him as of December 31, 2023, which vest 20% on February 23 of each of 2024 through 2026 and (iv) 141,808 Restricted LP Units originally granted to Mr. Mahmoodzadegan in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2023, which vest 40% on February 23 of 2024 and 20% on February 23 of each of 2025 through 2027 and (v) 68,188 Three Year Deferred Units originally granted to Mr. Mahmoodzadegan in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2023, which are vested at grant and restricted for 3 years and (vi) 253,996 Restricted LP Units originally granted to Mr. Mahmoodzadegan in February 2023 in respect of 2022 performance with respect thereto that were held by him as of December 31, 2023, which vest 40% on February 23 of 2025 and 20% on February 23 of each of 2026 through 2028 and (vii) 65,688 Performance Units originally granted to Mr. Mahmoodzadegan in February 2023 in respect of 2022 performance and 3,635 dividend equivalent Performance Units with respect thereto that were held by him as of December 31, 2023 which vest according to the schedule set forth in “—Moelis Annual Equity Awards—LP Units—Performance Units”, provided certain performance goals are achieved. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (6) Consists of (i) 11,554 RSUs originally granted to Mr. Raich in February 2019 in respect of 2018 performance and 5,929 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest 100% on February 23, 2024 and (ii) 26,036 RSUs originally granted to Mr. Raich in February 2020 in respect of 2019 performance and 10,076 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2025 and (iii) 49,479 Restricted LP Units originally granted to Mr. Raich in February 2021 in respect of 2020 performance with respect thereto that were held by him as of December 31, 2023, which vest 20% on February 23 of each of 2024 through 2026 and (iv) 82,109 Restricted LP Units originally granted to Mr. Raich in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2023, which vest 40% on February 23 of 2024 and 20% on February 23 of each of 2025 through 2027 and (v) 34,094 Three Year Deferred LP Units originally granted to Mr. Raich in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2023, which are vested at grant and restricted for 3 years and (vi) 56,273 Three Year Deferred LP Units originally granted to Mr. Raich in February 2023 in respect of 2022 performance with respect thereto that were held by him as of December 31, 2023, which are vested at grant. Subject to the forfeiture provisions set forth in the award agreement and described |
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Executive Compensation |
Outstanding Equity Awards at 2023 Fiscal Year-End
| below, the Three Year Deferred LP Units will be eligible for redemption and exchange rights in accordance with the following schedule: 40% on or about February 23, 2025 and the remaining 60% pro rata annually (20% each year) on or about each of February 23, 2026, February 23, 2027 and February 23, 2028. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (7) Consists of (i) 3,530 RSUs originally granted to Mr. Simon in February 2019 in respect of 2018 performance and 1,812 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest 100% on February 23, 2024 and (ii) 10,364 RSUs originally granted to Mr. Simon in February 2020 in respect of 2019 performance and 4,011 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2025 and (iii) 10,116 RSUs originally granted to Mr. Simon in February 2021 in respect of 2020 performance and 2,468 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2026 and (iv) 16,808 Restricted LP Units originally granted to Mr. Simon in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2023, which vest 40% on February 23 of 2024 and 20% on February 23 of each of 2025 through 2027 and (v) 5,682 Three Year Deferred LP Units originally granted to Mr. Simon in February 2022 in respect of 2021 performance with respect thereto that were held by him as of December 31, 2023, which are vested at grant and restricted for 3 years and (vi) 19,312 Three Year Deferred LP Units originally granted to Mr. Simon in February 2023 in respect of 2022 performance with respect thereto that were held by him as of December 31, 2023, which are vested at grant. Subject to the forfeiture provisions set forth in the award agreement and described below, the Deferred LP Units will be eligible for redemption and exchange rights in accordance with the following schedule: 40% on or about February 23, 2025 and the remaining 60% pro rata annually (20% each year) on or about each of February 23, 2026, February 23, 2027 and February 23, 2028. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (8) Consists of (i) 856 RSUs originally granted to Ms. Pilcher Ciafone in February 2019 in respect of 2018 performance and 439 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2023, which vest 100% on February 23, 2024 and (ii) 3,830 RSUs originally granted to Ms. Pilcher Ciafone in February 2020 in respect of 2019 performance and 1,482 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2025 and (iii) 3,299 RSUs originally granted to Ms. Pilcher Ciafone in February 2021 in respect of 2020 performance and 805 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2026 and (iv) 4,672 RSUs originally granted to Ms. Pilcher Ciafone in February 2022 in respect of 2021 performance and 526 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2027 and (v) 8,758 RSUs originally granted to Ms. Pilcher Ciafone in February 2023 in respect of 2022 performance and 485 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2023, which vest in equal installments on February 23 of each of 2024 through 2028. |
Outstanding Equity Awards at 2023 Fiscal Year-End
*Note that any equity awards with a vesting date that falls on a weekend day may vest on the preceding business day or the next business day as determined by the Compensation Committee as administrator of the Omnibus Plan.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Executive Compensation |
Stock Vested in 2023
Stock Vested in 2023 The following table summarizes stock vested in fiscal year 2023 for our named executive officers.
Stock Vested in 2023
| Stock Awards | | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Kenneth Moelis | 113,769 | 4,785,131 | | Navid Mahmoodzadegan | 171,407 | 7,209,365 | | Jeffrey Raich | 91,482 | 3,847,727 | | Joseph Simon | 20,901 | 879,116 | | Katherine Pilcher Ciafone | 7,375 | 310,200 |
Nonqualified Deferred Compensation for 2023
Nonqualified Deferred Compensation for 2023 There were no deferred cash awards granted to any named executive officer for 2023 performance.
Potential Payments upon Termination of Employment or Change in Control
Potential Payments upon Termination of Employment or Change in Control Other than with respect to the potential continued or accelerated vesting of outstanding equity awards that each of our named executive officers may be entitled to in connection with termination without cause, resignation for good reason, retirement, disability, death or change in control, our named executive officers are not entitled to any additional payments or benefits following a change in control or upon termination of employment, and are only entitled to payments and benefits that are available generally on a non-discriminatory basis to all salaried employees, such as continuation of health care benefits through the end of the month of the termination of employment and retirement benefits. The following table describes the potential incremental payments and benefits to which our NEOs would be entitled upon a termination of employment without cause, a resignation for good reason, retirement, disability, death or a change in control with respect to RSUs and all LP Units except for Deferred LP Units. All calculations in this table are based on an assumed termination date of December 31, 2023.
Potential Payments upon Termination of Employment or Change in Control
| Named Executive Officer | Value of Shares of Common Stock – Termination Without Cause (Continuation of Vesting)(1) ($) | Value of Shares of Common Stock – Retirement (Continuation of Vesting)(1) ($) | Value of Shares of Common Stock – Disability (Continuation of Vesting)(1) ($) | Value of Shares of Common Stock – Death (Acceleration)(2) ($) | Value of Common Stock – Change in Control Event (Acceleration)(2) ($) | | Kenneth Moelis | 37,929,361(3) | 23,149,415(4) | 37,929,361(3) | 37,929,361(3) | 37,929,361(3) | | Navid Mahmoodzadegan | 39,389,486(5) | 35,498,373(6) | 39,389,486(5) | 39,389,486(5) | 39,389,486(5) | | Jeffrey Raich(7) | 10,394,323 | 10,394,323 | 10,394,323 | 10,394,323 | 10,394,323 | | Joseph Simon(8) | 2,756,441 | 2,756,441 | 2,756,441 | 2,756,441 | 2,756,441 | | Katherine Pilcher Ciafone(9) | 1,411,793 | 1,411,793 | 1,411,793 | 1,411,793 | 1,411,793 |
Potential Payments upon Termination of Employment or Change in Control
| | Executive Compensation |
Potential Payments upon Termination of Employment or Change in Control
| (1) For RSUs, Restricted LP Units and Restricted LTI LP Units, upon termination without cause, resignation for good reason, retirement or disability, equity awards will be delivered pursuant to the applicable vesting schedule subject to forfeiture in the event the named executive officer participates in detrimental activities prior to the applicable vesting date. For Performance Units, see “—Moelis Annual Equity Awards—LP Units—Performance Units” for applicable terms. |
Potential Payments upon Termination of Employment or Change in Control
| (2) For RSUs, Restricted LP Units and Restricted LTI LP Units, upon (i) death or (ii) (x) a Change in Control (as defined in our 2014 Omnibus Incentive Plan) and (y) an NEO’s employment or service is terminated without Cause by the Company or by the NEO for Good Reason on or after the effective date of the Change in Control but prior to twelve (12) months following the Change in Control (“Change in Control Event”), vesting and delivery will accelerate to the date of death or upon a Change in Control Event. For Performance Units, see “—Moelis Annual Equity Awards—LP Units—Performance Units” for applicable terms. |
Potential Payments upon Termination of Employment or Change in Control
| (3) Amount represents the value of 675,741 unvested RSUs and LP Units and includes the maximum amount of Performance Units. For purposes of this table, the value of the equity awards was determined based on the closing price of our Class A common stock on December 29, 2023 ($56.13). |
Potential Payments upon Termination of Employment or Change in Control
| (4) Amount represents the value of 412,425 unvested RSUs and LP Units. For purposes of this table, the value of the equity awards was determined based on the closing price of our Class A common stock on December 29, 2023 ($56.13). 263,316 RSUs, Performance Units and LP Units not eligible for retirement. |
Potential Payments upon Termination of Employment or Change in Control
| (5) Amount represents the value of 701,755 unvested RSUs and LP Units and includes the maximum amount of Performance Units. For purposes of this table, the value of the equity awards was determined based on the closing price of our Class A common stock on December 29, 2023 ($56.13). |
Potential Payments upon Termination of Employment or Change in Control
| (6) Amount represents the value of 632,431 unvested RSUs and LP Units. For purposes of this table, the value of the equity awards was determined based on the closing price of our Class A common stock on December 29, 2023 ($56.13). 69,323 Performance Units and LP Units not eligible for retirement. |
Potential Payments upon Termination of Employment or Change in Control
| (7) Amount represents the value of 185,183 unvested RSUs and LP Units. For purposes of this table, the value of the equity awards was determined based on the closing price of our Class A common stock on December 29, 2023 ($56.13). |
Potential Payments upon Termination of Employment or Change in Control
| (8) Amount represents the value of 49,108 unvested RSUs and LP Units. For purposes of this table, the value of the equity awards was determined based on the closing price of our Class A common stock on December 29, 2023 ($56.13). |
Potential Payments upon Termination of Employment or Change in Control
| (9) Amount represents the value of 25,152 unvested RSUs and LP Units. For purposes of this table, the value of the equity awards was determined based on the closing price of our Class A common stock on December 29, 2023 ($56.13). |
CEO Pay Ratio
CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, presented below is the total compensation of our median employee, the annual total compensation of our CEO, and the ratio of those two values:
CEO Pay Ratio
| • | The 2023 annual total compensation of our median employee (other than our CEO), calculated in accordance with Item 402(c) of Regulation S-K, was $298,460; |
CEO Pay Ratio
| • | The 2023 annual total compensation of our CEO, Mr. Moelis, calculated in accordance with Item 402(c) of Regulation S-K and as reported in the Summary Compensation Table in this Proxy Statement, was $7,878,846; and |
CEO Pay Ratio
| • | For 2023, the ratio of the annual total compensation of Mr. Moelis to the annual total compensation of our median employee was 26.4 to 1. |
CEO Pay Ratio
We did not include independent contractors in our determination. We have determined to use the same median employee that we identified as of December 31, 2021, for purposes of this disclosure. We determined that it was appropriate to use the same median employee because there have been no changes in our employee population or employee compensation arrangements that would significantly impact our pay ratio determinations. For purpose of this disclosure, we determined the median employee’s annual total compensation for 2023 in accordance with the requirements of Item 402(c) of Regulation S-K consistent with the calculation of the 2023 annual total compensation of our CEO as reported in the Summary Compensation Table in this Proxy Statement. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The information disclosed in this section was developed and is provided solely to comply with specific, legal requirements. We do not use this information in managing our Company.
CEO Pay Ratio
| | Executive Compensation |
Pay Versus Performance Table
Pay Versus Performance Table The following disclosures provide information on the compensation of our chief executive officer (“CEO”) and other Named Executive Officers (each a “NEO”), each as calculated in accordance with SEC rules, and in comparison to certain metrics of the Company and our peer group. The calculation of “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to non-CEO NEOs” is not reflective of how the Compensation Committee assesses executive officer compensation. Equity-based awards included in the below presentation are based on the grant date instead of the associated performance year. In addition, the values of equity awards may not reflect actual economic benefit that will be received due to uncertain market value and vesting schedules, among other factors. 2023 Pay Versus Performance Table
Pay Versus Performance Table
| Year (1) | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO (2) ($) | Average Summary Compensation Table Total for non-CEO NEOs ($) | Average Compensation Actually Paid to non-CEO NEOs (2) ($) | Value of Initial Fixed $100 Investment Based On | | Net Income ($) | Adjusted Revenue ($) | | | | | | | MC Total Shareholder Return ($) | Peer Group Total Shareholder Return (3) ($) | | | | 2023 | 7,878,846 | 22,107,303 | 5,859,692 | 10,710,298 | 244 | 133 | (27,516) | 860,085 | | 2022 | 19,223,262 | 7,528,921 | 6,854,413 | 1,666,534 | 157 | 119 | 168,682 | 970,195 | | 2021 | 14,358,959 | 24,392,175 | 9,707,758 | 14,853,476 | 243 | 133 | 422,978 | 1,557,997 | | 2020 | 9,874,166 | 17,566,907 | 5,526,044 | 9,686,401 | 163 | 98 | 218,438 | 943,276 |
Pay Versus Performance Table
| (1) For fiscal years 2020, 2021 and 2022, the CEO was Kenneth Moelis and the non-CEO NEOs were Navid Mahmoodzadegan, Jeffrey Raich, Elizabeth Crain, and Joseph Simon. For fiscal year 2023 the CEO was Kenneth Moelis and the non-CEO NEOs were Navid Mahmoodzadegan, Jeffrey Raich, Joseph Simon and Katherine Pilcher Ciafone. |
Pay Versus Performance Table
| | Executive Compensation |
Pay Versus Performance Table
| (2) Amounts in this column are calculated in accordance with Item 402(v) of Regulation S-K. The following table details the adjustments prescribed by Item 402(v) to the “Summary Compensation Table” totals to determine the “Compensation Actually Paid” amounts. For the avoidance of doubt, no equity awards were cancelled due to a failure to meet vesting conditions during the years identified. In addition, all amounts presented below for “Non-CEO NEOs” are averages of the non-CEO NEO group. |
Pay Versus Performance Table
| Year | Executive(s) | Summary Compensation Table Total ($) | Deduct: Stock Awards ($) | Add: Year- end Value of Unvested Equity Awards Granted During Year (i)(ii) ($) | Increase/ (Decrease) in Value of Unvested Equity Awards Granted in Prior Years (i)(ii) ($) | Add: Value of Equity Awards Granted and Vested During Year (i)(ii) ($) | Increase/ (Decrease) in Value of Equity Awards Granted in Prior Years Which Vested During Year (i)(ii) ($) | Add: Dividends (i)(ii) ($) | Total (Compensation Actually Paid) ($) | | 2023 | CEO | 7,878,846 | (7,438,446) | 3,966,881 | 9,120,683 | 5,947,760 | 882,462 | 1,749,117 | 22,107,303 | | | Non-CEO NEOs | 5,859,692 | (4,188,082) | 4,449,952 | 2,733,596 | 859,779 | 360,317 | 635,044 | 10,710,298 | | 2022 | CEO | 19,223,262 | (18,784,112) | 10,748,893 | (9,626,847) | 5,666,390 | (1,252,883) | 1,554,218 | 7,528,921 | | | Non-CEO NEOs | 6,854,413 | (4,539,002) | 2,557,121 | (4,186,071) | 1,430,758 | (990,468) | 539,783 | 1,666,534 | | 2021 | CEO | 14,358,959 | (8,829,314) | 10,080,736 | 4,556,688 | — | 994,127 | 3,230,979 | 24,392,175 | | | Non-CEO NEOs | 9,707,758 | (3,829,680) | 4,343,460 | 2,402,997 | 31,687 | 604,023 | 1,593,231 | 14,853,476 | | 2020 | CEO | 9,874,166 | (4,648,523) | 5,729,175 | 3,735,291 | — | 864,694 | 2,012,104 | 17,566,907 | | | Non-CEO NEOs | 5,526,044 | (3,084,494) | 3,772,633 | 1,867,579 | 29,743 | 467,487 | 1,107,409 | 9,686,401 |
Pay Versus Performance Table
| (i) For purposes of calculating amounts disclosed in this column, retirement eligible Restricted LP Units and RSUs are treated as unvested awards in accordance with recent SEC guidance as compared to our prior year proxy statement in which retirement eligible Restricted LP Units and RSUs were treated as vested in accordance with FASB ASC Topic 718. See “Executive Compensation—Moelis Annual Equity Awards” for further details of each of these type of awards. |
Pay Versus Performance Table
| (ii) Our CEO and non-CEO NEOs receive a substantial portion of their annual variable incentive compensation in equity, which may consist of restricted stock units, deferred LP units, restricted LP units, and/or Performance Units. Each form of equity has its own set of restrictions and vesting conditions, which may result in fluctuations across the components of Compensation Actually Paid for the years identified. See “Executive Compensation—Moelis Annual Equity Awards” for further details. |
Pay Versus Performance Table
| (3) Total shareholder return for S&P 500 Financials Index. We have determined to include the S&P 500 Financials index to be consistent with the approach taken by our peer group, the other publicly traded independent investment banks with global coverage capabilities across all major industries. Last year, we used the TSR of this peer group. For comparison purposes, we have provided a graphical comparison of Compensation Actually Paid, peer group TSR and S&P 500 Financials Index TSR. For fiscal years 2020, 2021 and 2022 the TSR peer group includes Evercore Partners Inc., Greenhill & Co., Houlihan Lokey, Inc., Lazard Ltd, and PJT Partners. Perella Weinberg Partners (“Perella”) became a publicly listed company in 2021 and does not have a public cumulative total shareholder return for 2021. Accordingly, Perella was excluded from calculation of 2020 and 2021 peer group TSR but was included for 2022 and 2023. For fiscal year 2023 the TSR peer group includes Evercore Partners Inc., Houlihan Lokey, Inc., Lazard Ltd, Perella Weinberg and PJT Partners. Greenhill & Co. was sold in 2023 and does not have a public cumulative total shareholder return for 2023. Accordingly, Greenhill & Co. was excluded from the calculation of 2023 peer group TSR. |
Pay Versus Performance Table
| | Executive Compensation |
Pay Versus Performance Table
List of Performance Measures While the Committee takes into account each of the measures in our Compensation Framework in a holistic manner to evaluate executive compensation of firm performance (without ascribing any specific weight to any single factor or metric), the below measures from the Compensation Framework have been selected as they represent those firmwide financial performance measures that are assessed every year on an annual and multi-year basis.
Pay Versus Performance Table
| Performance Measures | | Adjusted Revenues | | Adjusted Net Income | | Operating Margin | | TSR |
Pay Versus Performance Table
Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with the Item 402(v), of Regulation S-K, we are providing the following graphic description of the relationship between information presented in the Pay Versus Performance table, reflecting changes from 2020-2021, 2021-2022, 2022-2023, and 2023-2024 unless otherwise noted.
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income We are a human capital business. In order to align the interests of our executive officers with shareholders and incentivize retention, a significant amount of our NEO annual incentive compensation is comprised of equity grants that are vested/deferred over multiple years. As a result, our Compensation Actually Paid to our NEO’s, as calculated in accordance with Item 402(v) of SEC Regulation S-K, is significantly driven by movements in our share price that occur after our Compensation Committee’s grant of such equity. In determining the current year awarded compensation, our Compensation Committee considers, among other factors, net income but the mark to market of prior year equity grants is typically not taken into consideration. Any correlation between net income and Compensation Actually Paid is not by design. For each fiscal year end commencing with 2020 through fiscal year end 2022, the changes in Compensation Actually Paid directionally correlated with the changes in net income for each fiscal year end in the same period and for fiscal year end commencing with 2022 through fiscal year end 2023, the changes in Compensation Actually Paid were directionally inversely correlated.
Relationship Between Compensation Actually Paid and Net Income
| | Compensation Committee Report |