DEF 14A of Moelis & Co
Filed Apr 24, 2025 · FY20240001193125-25-091660
Our Board of Directors
Our Board of Directors Our Board of Directors (“Board”) is comprised of directors with a wide range of 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.”
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
| • | Chair/CEO driving 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 2.5x the annual retainer fee. |
Corporate Governance
| ✓ | Increased Board Size |
Corporate Governance
| • | Dr. Louise Mirrer joined our Board on September 17, 2024 in line with the Board’s decision to increase the size of the Board from five to six members with four independent directors. |
Corporate Governance
| • | Dr. Mirrer has over four decades of experience in academia and the non-profit sector, including more than 20 years of executive leadership. |
Corporate Governance
| • | Following Mr. John A. Allison’s decision to retire from our Board in January 2025, we have engaged in a process to fill the fourth independent director seat by the 2026 annual meeting. We are focused on appointing a director who meets our director qualifications and will complement the range of |
Corporate Governance
| | Proxy Statement Highlights |
Corporate Governance
| skills of our existing Board. See “Corporate Governance—Director Qualifications and Nominating Process” for more information. |
Corporate Governance
| ✓ | Qualified and Engaged Board |
Corporate Governance
| • | Wide range of qualifications, skills and experiences. |
Corporate Governance
| • | Overall attendance by our directors at Board and committee meetings was over 75% in 2024. |
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 72 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 and Corporate Governance Committee. |
Corporate Responsibility
Corporate Responsibility Our core values of trust, partnership and commitment to long-term relationships allow us to deliver differentiated advice to our clients, attract and develop exceptional talent and maintain a collaborative, innovative and nimble culture. Please see “Corporate Governance—Corporate Responsibility” for more information on our commitment to our values.
Corporate Responsibility
| | Proposal 1: Election of Directors |
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our Board 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 2026 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. The Board has nominated Kenneth Moelis, Eric Cantor, Louise Mirrer, Kenneth L. Shropshire 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, 66 Chairman of the Board of Directors and CEO | Kenneth Moelis is the Founder, Chairman of the Board and CEO 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 the 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 valuable industry-specific knowledge and expertise on these and other matters. In addition, as our Founder and CEO, he has an unparalleled understanding of our business and operations, which positions him well to serve on our Board. | | Eric Cantor, 61 Managing Director, Vice Chairman of the Company and Director | Eric Cantor has served as a Managing Director, Vice Chairman 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. |
Directors
| | Proposal 1: Election of Directors |
Directors
| Louise Mirrer, 71 Independent Director | Louise Mirrer has been a director since September 2024. She has over 40 years of experience in academia and the non-profit sector, including more than 20 years of executive leadership. Since 2004, she has served as the President and CEO of the New York Historical Society, where she has significantly enhanced its position as a leading cultural and educational institution. Louise has authored four books on historical themes and has held faculty positions at Fordham University, UCLA, and the University of Minnesota-Twin Cities. She previously served as Vice Provost for Arts, Sciences, and Engineering at the University of Minnesota-Twin Cities and Executive Vice Chancellor for Academic Affairs at the City University of New York. Her honors include induction into the Crain’s New York Business Hall of Fame (2018), membership in the Council on Foreign Relations (2017), and recognitions such as the Officer’s Cross from Spain (2017) and the Beacon Award (2017). She also received the Medal of Merit from the Saint Nicholas Society (2016), a Doctor of Letters, Honoris Causa from Marymount College (2016), and the Chinatown Partnership Historic Trailblazer Award (2013). In 2007, she was honored with the Woman of Distinction Medal, the Honorary Fellowship of Wolfson College, Cambridge, and the Dean’s Medal from CUNY Honors College (2005). Louise holds a double Ph.D. in Spanish and Humanities from Stanford University, a graduate diploma from Cambridge, and a B.A. in Spanish from the University of Pennsylvania. Dr. Mirrer’s executive leadership experience and diversity of perspective from her involvement in the non-profit sector positions her well to serve on our Board. | | Kenneth L. Shropshire, 70 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. |
Directors
| | Proposal 1: Election of Directors |
Directors
| Laila J. Worrell, 57 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. She currently serves as CEO of Material Plus, a marketing services company owned by Blackstone and Tailwind Capital. Previously, she served in various private equity portfolio leadership and advisory roles. 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. |
Directors
| | Proposal 1: Election of Directors |
Directors
Our Board is comprised of directors with a wide range of 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
| Skills | Moelis | Cantor | Mirrer | Shropshire | Worrell | | Executive/Strategic Leadership | ✓ | ✓ | ✓ | | ✓ | | CEO-Level Experience | ✓ | | ✓ | ✓ | ✓ | | Finance/Accounting/Auditing | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial Services (non-IB) | ✓ | | | ✓ | ✓ | | Media/Branding/Marketing | ✓ | ✓ | ✓ | ✓ | ✓ | | Compensation | ✓ | | ✓ | | ✓ | | Academia/Education | | | ✓ | ✓ | | | Corporate Responsibility | ✓ | ✓ | ✓ | ✓ | ✓ | | IT/Cybersecurity Oversight | ✓ | ✓ | | | ✓ | | Risk Management | ✓ | ✓ | ✓ | | ✓ | | Law/Public Policy/Regulatory | | ✓ | | ✓ | | | Additional Board Experience | ✓ | | | ✓ | ✓ |
Directors
| | |
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 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 recommends that you vote “FOR” each of the director nominees in this Proposal 1 |
Director Nominees and Board Recommendation
| | Executive Officers |
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 restricted stock units (the “RSUs” and the awards, the “RSU Grants”) and (ii) $100,000, 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) $15,000, which the Chairperson or Lead Independent Director, as applicable, may elect to receive in the form of cash, RSUs or a combination thereof. Cash compensation is paid quarterly in arrears. The annual RSU Grants generally vest upon grant and are settled following the second anniversary of grant. Any other RSUs elected to be received generally vest 25% on a quarterly basis over the one-year period beginning July 1 of each year and are settled within 60 days following the applicable vesting date. We reimburse all directors for expenses incurred in connection with attending Board and committee meetings. The following table shows compensation paid to the individuals who served as our non-employee directors in fiscal year 2024.
Director Compensation
| Name(1)(2) | Fees Earned or Paid in Cash ($) | Stock Awards(3) ($) | Total ($) | | John A. Allison IV(4) | 57,500 | 171,363 | 228,863 | | Louise Mirrer(5)(6) | 39,315 | 85,107 | 124,422 | | Kenneth L. Shropshire(7) | 117,000 | 129,651 | 246,651 | | Laila J. Worrell(8) | 57,500 | 171,363 | 228,863 |
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, who is a NEO 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, 2024, our non-employee directors held the following unvested RSUs: Mr. Allison, 809; Mr. Shropshire, 183; Ms. Worrell, 809; and the following vested RSUs: Mr. Allison, 4,454; Ms. Mirrer, 1,215; Mr. Shropshire, 4,666; Ms. Worrell, 4,454. |
Director Compensation
| (3) Amounts represent the grant date fair value of RSU Grants 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 and 2024 Omnibus Incentive Plans (as applicable) as dividend equivalents on the underlying RSUs that have accumulated subsequent to the grant date held by Messrs. Allison and 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 2024 Annual Report on Form 10-K. |
Director Compensation
| (4) Award comprised of (i) 1,938 RSUs granted on July 1, 2024 which vested upon grant and will be settled within 60 days following July 1, 2026, and (ii) 1,061 RSUs granted on July 1, 2024, 265 of which vested on October 1, 2024, 265 of which vested on January 1, 2025, 265 of which vested on April 1, 2025 and 266 which vest on July 1, 2025 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 Chairperson. |
Director Compensation
| | Director Compensation |
Director Compensation
| (5) Dr. Mirrer joined our Board in September 2024. |
Director Compensation
| (6) Award comprised of 1,206 RSUs granted on September 24, 2024 which vested upon grant and will be settled within 60 days following July 1, 2026. |
Director Compensation
| (7) Award comprised of (i) 2,030 RSUs granted on July 1, 2024 which vested upon grant and will be settled within 60 days following July 1, 2026, and (ii) 239 RSUs granted on July 1, 2024, 59 of which vested on October 1, 2024, 60 of which vested on January 1, 2025, 60 of which vested on April 1, 2025 and 60 which vest on July 1, 2025 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 Chairperson and $13,500 for Lead Independent Director. |
Director Compensation
| (8) Award comprised of (i) 1,938 RSUs granted on July 1, 2024 which vested upon grant and will be settled within 60 days following July 1, 2026, and (ii) 1,061 RSUs granted on July 1, 2024, 265 of which vested on October 1, 2024, 265 of which vested on January 1, 2025, 265 of which vested on April 1, 2025 and 266 which vest on July 1, 2025 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 Chairperson. |
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 NEOs with those of our shareholders’ interests in the long-term success of our Firm, promote retention, and mitigate excessive risk taking. Equity based compensation represented approximately 100% of 2024 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 2024 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 TSR of 37% compared to the peer group average of 56%. Our long-term returns over of the last five years and since our IPO in April 2014 were 234% and 525%, respectively, outpacing our peers and major indices, while maintaining a debt free balance sheet and 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 Compensation Committee evaluates executive compensation using peer benchmarking to ensure executive roles are properly valued. No specific metrics or targets for our performance relative to these competitors has been set.
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 36 | | | Cash | • Variable award assessed annually | Annual | Page 36 | | 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 42-47 |
Overview of Compensation Elements
Base Salary. Consistent with our pay-for-performance philosophy, base salary comprises a small portion of our NEOs’ total annual compensation. Base salaries for each of our NEOs for 2024 were $400,000. The amount of the base salary for the NEOs 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 NEOs in 2024. Annual Variable Incentive Compensation. Annual variable incentive compensation comprises a substantial portion of each of our NEO’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 RSUs or profits interest limited partnership units in Moelis & Company Group Employee Holdings LP or Group LP (“LP Units”), each with the features described below, and the remainder is allocated in cash. Annual variable incentive compensation for performance in 2024 was awarded and paid, as appropriate, in the first quarter of 2025. The amount of variable incentive compensation awards is based on a discretionary assessment, taking into account the four factors described in “—Framework to Determine Executive 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 NEO in respect of performance in 2024. We did not provide guaranteed incentive compensation to any of our NEOs in respect of 2024. Deferred LP Units. For performance in 2024, a portion of certain of our NEOs’ 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 2027 and 20% in each of February of 2028, 2029 and 2030. 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 2024, a portion of certain of our NEOs’ total annual compensation was awarded in LP Units, which will vest 40% in February of 2027 and 20% in each of February of 2028, 2029 and 2030 (the “Restricted LP Units”). For performance in 2024, a portion of certain of our NEOs’ total annual compensation was awarded in LP Units, which will vest one-third in each February of 2028, 2029 and 2030 (the “Restricted LTI LP Units”). For a more detailed description of the above awards, please refer to “—Moelis Annual Equity Awards”. 2024 Compensation Assessment. For compensation paid in respect of 2024 performance, restricted equity represented 84% of total compensation awarded to our NEOs. Restricted equity was awarded in the form of
Clawback Policies
Clawback Policies RSUs and LP Units are forfeited by our NEOs in the event of (1) a voluntary termination of employment other than for “good reason” (as defined in the 2014 and 2024 Omnibus Incentive Plan, as applicable) 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 NEOs 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 2024
Summary Compensation Table for 2024 The following table summarizes the total compensation paid to or earned by each of our NEOs for the periods presented below under SEC rules.
Summary Compensation Table for 2024
| Name and Principal Position | Year | Salary ($) | Cash Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Kenneth Moelis Chairman, CEO | 2024 | 400,000 | 50,000 | 7,160,263 | 10,745 | 7,621,008 | | | 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 | | Navid Mahmoodzadegan Co-President, Managing Director | 2024 | 400,000 | 2,130,000 | 9,541,750 | 27,177 | 12,098,927 | | | 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 | | Jeffrey Raich Co-President, Managing Director | 2024 | 400,000 | 300,000 | 2,506,626 | 12,720 | 3,219,346 | | | 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 | | Katherine Pilcher Ciafone Chief Operating Officer, Managing Director(4) | 2024 | 400,000 | 1,210,000 | 618,886 | 19,909 | 2,248,795 | | | 2023 | 400,000 | 900,000 | 398,489 | 20,520 | 1,719,009 | | Joseph Simon Chief Financial Officer, Managing Director | 2024 | 400,000 | 1,375,500 | 793,748 | 10,350 | 2,579,598 | | | 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 |
Summary Compensation Table for 2024
| (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 2024, 2023 and 2022 in the first quarter of the following year. |
Summary Compensation Table for 2024
| (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 2024 Annual Report on Form 10-K. In accordance with SEC rules, the table includes equity awards for 2021 performance that were granted in 2022 and equity awards for 2022 performance that were granted in 2023 and equity awards for 2023 performance that were granted in 2024 but excludes equity awards for 2024 performance that were granted in 2025 and the Retention Award. On February 13, 2025, Mr. Moelis received 198,291 Deferred LP Units. The grant date fair value of this award is $12,528,025. On February 13, 2025, Mr. Mahmoodzadegan received 184,519 Deferred LP Units and 51,007 Restricted LTI LP Units. The grant date fair value of these awards is $15,522,200. On February 13, 2025, Mr. Raich received 35,705 Deferred LP Units and 12,751 Restricted LTI LP Units. The grant date fair value of these awards is $3,221,857. On February 13, 2025, Ms. Pilcher Ciafone received 8,161 Restricted LP Units and 2,550 Restricted LTI LP Units. The grant date fair value of these awards is $811,465. On February 13, 2025, Mr. Simon received 11,151 Deferred LP Units. The grant date fair value of this award is $704,520. The grant date fair value of all aforementioned awards were calculated under FASB ASC Topic 718. The Restricted LP Units for Ms. Pilcher Ciafone granted in February 2025 vest 40% on February 23, 2027 and 20% on each of February 23, 2028, February 23, 2029 and February 23, 2030. Restricted LTI LP Units for Mr. Mahmoodzadegan, Mr. Raich and Ms. Pilcher Ciafone granted in February 2025 vest 33% on each of February 23, 2028, February 23, 2029 and February 23, 2030. The Deferred LP Units for Mr. Moelis, Mr. Raich, Mr. Mahmoodzadegan and Mr. Simon granted in |
Summary Compensation Table for 2024
| | Executive Compensation |
Summary Compensation Table for 2024
| February 2025 vest upon grant date. Subject to the forfeiture provisions set forth in 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, 2027 and the remaining 60% pro rata annually (20% each year) on or about each of February 23, 2028, February 23, 2029 and February 23, 2030. The Retention Award granted to Mr. Moelis on February 13, 2025 vests 100% on February 13, 2029 and will be eligible for redemption and exchange rights on February 13, 2030. |
Summary Compensation Table for 2024
| (3) Amounts represent (i) contributions by the Company to each NEO in respect of the officer’s participation in our 401(k) plan and (ii) tax-related interest payments to each NEO 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. |
Summary Compensation Table for 2024
| (4) Ms. Pilcher Ciafone became an executive officer on October 1, 2023. |
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The following table summarizes grants of plan-based awards to each of our NEOs in fiscal year 2024.
Grants of Plan-Based Awards in 2024
| Name | Grant Date | All other stock awards: number of shares of stock or units(1) (#) | | Grant date fair value of stock awards(2)(3) ($) | | | | Deferred LP Units(2) | Restricted Equity(3) | | | Kenneth Moelis | 2/15/2024 | 156,818 | | 7,160,263 | | Navid Mahmoodzadegan | 2/15/2024 | | 166,526 | 9,387,071 | | | 2/15/2024 | | 2,744 | 154,679 | | Jeffrey Raich | 2/15/2024 | 54,898 | | 2,506,626 | | Katherine Pilcher Ciafone | 2/15/2024 | | 10,979 | 618,886 | | Joseph Simon | 2/15/2024 | 17,384 | | 793,748 |
Grants of Plan-Based Awards in 2024
| (1) 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 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 2024 Annual Report on Form 10-K. |
Grants of Plan-Based Awards in 2024
| (2) Deferred LP Units awarded subject to post-vesting sale and non-compete restrictions and with grant date fair value of $45.66 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 2024
| (3) Restricted LP Units and RSUs awarded subject to time-based vesting conditions and with grant date fair value of $56.37 per share as calculated under FASB ASC Topic 718. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes the outstanding equity awards held by each of our NEOs as of December 31, 2024. In accordance with SEC rules, this table does not reflect Deferred LP Units, which are vested at the grant date of such awards. Below this table, we have provided an alternative tabular disclosure that includes Deferred LP Units that remain subject to sale and contractual restrictions. Please see “—Alternative Presentation of Outstanding Equity Awards at 2024 Fiscal Year-End”.
Outstanding Equity Awards at 2024 Fiscal Year-End
| Stock Awards(1) | | | | | | Name | Number of shares or units of stock that have not vested(2) (#) | Market value of shares or units of stock that have not vested(3) ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(2) (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(3) ($) | | Kenneth Moelis(4) | 356,945 | 26,371,065 | 39,721 | 2,934,605 | | Navid Mahmoodzadegan(5) | 667,665 | 49,327,075 | 30,555 | 2,257,373 | | Jeffrey Raich(6) | 101,010 | 7,462,586 | | | | Katherine Pilcher Ciafone(7) | 28,314 | 2,091,820 | | | | Joseph Simon(8) | 26,267 | 1,940,605 | | |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) Stock awards were made in the form of Restricted LP Units, Performance Units and RSUs. The terms and conditions of these awards are described in the section entitled “—Moelis Annual Equity Awards.” |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) All LP Units or RSUs are subject to accelerated vesting upon the officer’s death. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) Market value is equal to the applicable number of LP Units or RSUs multiplied by $73.88, the closing price per share of our Class A common stock on the NYSE on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Executive Compensation |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) Consists of (i) 40,850 RSUs originally granted to Mr. Moelis in February 2020 in respect of 2019 performance and 18,011 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2024, which vest 100% on February 23, 2025 and (ii) 64,507 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, 2024, which vest in equal installments on February 23 of each of 2025 and 2026 and (iii) 150,696 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, 2024, which vest in equal installments on February 23 of each of 2025 through 2027 and (iv) 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, 2024, which vest in equal installments on February 23 of each 2025 through 2027 and (v) 85,395 Performance Units originally granted to Mr. Moelis in February 2023 in respect of 2022 performance and 8,228 dividend equivalent Performance Units with respect thereto that were held by him as of December 31, 2024 which vest according to the schedule set forth in “—Moelis Annual Equity Awards—Performance Units”, provided certain performance goals are achieved. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) Consists of (i) 39,565 RSUs originally granted to Mr. Mahmoodzadegan in February 2020 in respect of 2019 performance and 17,444 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2024, which vest 100% on February 23, 2025 and (ii) 60,842 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, 2024, which vest in equal installment on February 23 of each of 2025 and 2026 and (iii) 85,085 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, 2024, which vest in equal installments on February 23 of each of 2025 through 2027 and (iv) 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, 2024, which vest 40% on February 23 of 2025 and 20% on February 23 of each of 2026 through 2028 and (v) 65,688 Performance Units originally granted to Mr. Mahmoodzadegan in February 2023 in respect of 2022 performance and 6,329 dividend equivalent Performance Units with respect thereto that were held by him as of December 31, 2024 which vest according to the schedule set forth in “—Moelis Annual Equity Awards—Performance Units”, provided certain performance goals are achieved and (vi) 166,526 Restricted LP Units originally granted to Mr. Mahmoodzadegan in February 2024 in respect of 2023 performance with respect thereto that were held by him as of December 31, 2024, which vest 40% on February 23 of 2026 and 20% on February 23 of each of 2027 through 2029 and (vii) 2,744 2023 Restricted LTI LP Units originally granted to Mr. Mahmoodzadegan in February 2024 in respect of 2023 performance with respect thereto that were held by him as of December 31, 2024, which vest in equal installments on February 23 of each 2028 and 2029. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) Consists of (i) 13,018 RSUs originally granted to Mr. Raich in February 2020 in respect of 2019 performance and 5,740 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2024, which vest 100% on February 23, 2025 and (ii) 32,986 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, 2024, which vest in equal installments on February 23 of each of 2025 and 2026 and (iii) 49,266 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, 2024, which vest in equal installments on February 23 of each of 2025 through 2027. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (7) Consists of (i) 1,915 RSUs originally granted to Ms. Pilcher Ciafone in February 2020 in respect of 2019 performance and 844 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2024, which vest 100% on February 23, 2025 and (ii) 2,200 RSUs originally granted to Ms. Pilcher Ciafone in February 2021 in respect of 2020 performance and 643 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2024, which vest in equal installments on February 23 of each of 2025 and 2026 and (iii) 3,504 RSUs originally granted to Ms. Pilcher Ciafone in February 2022 in respect of 2021 performance and 546 additional |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Executive Compensation |
Outstanding Equity Awards at 2024 Fiscal Year-End
| dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2024, which vest in equal installments on February 23 of each of 2025 through 2027 and (iv) 7,007 RSUs originally granted to Ms. Pilcher Ciafone in February 2023 in respect of 2022 performance and 675 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2024, which vest in equal installments on February 23 of each of 2025 through 2028 and (v) 10,979 Restricted LP Units originally granted to Ms. Pilcher Ciafone in February 2024 in respect of 2023 performance with respect thereto that were held by her as of December 31, 2024, which vest 40% on February 23 of 2026 and 20% on February 23 of each 2027 through 2029. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (8) Consists of (i) 5,182 RSUs originally granted to Mr. Simon in February 2020 in respect of 2019 performance and 2,285 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2024, which vest 100% on February 23, 2025 and (ii) 6,744 RSUs originally granted to Mr. Simon in February 2021 in respect of 2020 performance and 1,971 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2024, which vest in equal installments on February 23 of each of 2025 and 2026 and (iii) 10,085 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, 2024, which vest in equal installments on February 23 of each of 2025 through 2027. |
Outstanding Equity Awards at 2024 Fiscal Year-End
*Note that any equity awards with a vesting date that falls on a weekend day may vest during the preceding week or the next business day as determined by the Compensation Committee as administrator of the Omnibus Plan. Alternative Presentation of Outstanding Equity Awards at 2024 Fiscal Year-End This table is an alternative to the SEC required Outstanding Equity Awards at 2024 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 2024 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(2) (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(3) ($) | | Kenneth Moelis(4) | 758,129 | 56,010,539 | 39,721 | 2,934,605 | | Navid Mahmoodzadegan(5) | 735,853 | 54,364,805 | 30,555 | 2,257,373 | | Jeffrey Raich(6) | 246,275 | 18,194,765 | | | | Katherine Pilcher Ciafone(7) | 28,314 | 2,091,820 | | | | Joseph Simon(8) | 68,645 | 5,071,491 | | |
Outstanding Equity Awards at 2024 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 2024 Fiscal Year-End
| (2) All LP Units or RSUs are subject to accelerated vesting upon the officer’s death. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) Market value is equal to the applicable number of LP Units and RSUs multiplied by $73.88, the closing price per share of our Class A common stock on the NYSE on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) Consists of (i) 40,850 RSUs originally granted to Mr. Moelis in February 2020 in respect of 2019 performance and 18,011 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2024, which vest 100% on February 23 2025 and (ii) 64,507 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, 2024, which vest in equal installments on February 23 of each of 2025 and 2026 and |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Executive Compensation |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (iii) 150,696 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, 2024, which vest in equal installments on February 23 of each of 2025 through 2027 and (iv) 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, 2024, which are vested at grant and restricted for 3 years and (v) 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, 2024, which vest in equal installments on February 23 of each 2025 through 2027 and (vi) 85,395 Performance Units originally granted to Mr. Moelis in February 2023 in respect of 2022 performance and 8,228 dividend equivalent Performance Units with respect thereto that were held by him as of December 31, 2024 which vest according to the schedule set forth in “—Moelis Annual Equity Awards—Performance Units”, provided certain performance goals are achieved and (vii) 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, 2024, 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 February 23 of each 2026 through 2028 and (viii) 156,818 Deferred LP Units originally granted to Mr. Moelis in February 2024 in respect of 2023 performance with respect thereto that were held by him as of December 31, 2024, which were 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 February 23, 2026 and the remaining 60% pro rata annually (20% each year) on February 23 of each 2027 through 2029. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) Consists of (i) 39,565 RSUs originally granted to Mr. Mahmoodzadegan in February 2020 in respect of 2019 performance and 17,444 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2024, which vest 100% on February 23, 2025 and (ii) 60,842 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, 2024, which vest in equal installments on February 23 of each of 2025 and 2026 and (iii) 85,085 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, 2024, which vest in equal installments on February 23 of each of 2025 through 2027 and (iv) 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, 2024, which are vested at grant and restricted for 3 years 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, 2024, 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 6,329 dividend equivalent Performance Units with respect thereto that were held by him as of December 31, 2024 which vest according to the schedule set forth in “—Moelis Annual Equity Awards—Performance Units”, provided certain performance goals are achieved and (vii) 166,526 Restricted LP Units originally granted to Mr. Mahmoodzadegan in February 2024 in respect of 2023 performance with respect thereto that were held by him as of December 31, 2024, which vest 40% on February 23 of 2026 and 20% on February 23 of each of 2027 through 2029 and (viii) 2,744 2023 Restricted LTI LP Units originally granted to Mr. Mahmoodzadegan in February 2024 in respect of 2023 performance with respect thereto that were held by him as of December 31, 2024, which vest in equal installments on February 23 of each 2028 and 2029. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) Consists of (i) 13,018 RSUs originally granted to Mr. Raich in February 2020 in respect of 2019 performance and 5,740 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2024, which vest 100% on February 23 2025 and (ii) 32,986 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, 2024, which vest in equal installments on February 23 of each of 2025 and 2026 and (iii) 49,266 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, 2024, which vest in equal installments on February 23 of each of 2025 through 2027 and (iv) 34,094 Three Year |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Executive Compensation |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 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, 2024, which are vested at grant and restricted for 3 years and (v) 56,273 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, 2024, 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 February 23 of each 2026 through 2028 and (vi) 54,898 Deferred LP Units originally granted to Mr. Raich in February 2024 in respect of 2023 performance with respect thereto that were held by him as of December 31, 2024, 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 February 23, 2026 and the remaining 60% pro rata annually (20% each year) on February 23 of each 2027 through 2029. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (7) Consists of (i) 1,915 RSUs originally granted to Ms. Pilcher Ciafone in February 2020 in respect of 2019 performance and 844 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2024, which vest 100% on February 23, 2025 and (ii) 2,200 RSUs originally granted to Ms. Pilcher Ciafone in February 2021 in respect of 2020 performance and 643 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2024, which vest in equal installments on February 23 of each of 2025 and 2026 and (iii) 3,504 RSUs originally granted to Ms. Pilcher Ciafone in February 2022 in respect of 2021 performance and 546 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2024, which vest in equal installments on February 23 of each of 2025 through 2027 and (iv) 7,007 RSUs originally granted to Ms. Pilcher Ciafone in February 2023 in respect of 2022 performance and 675 additional dividend equivalent RSUs awarded with respect thereto that were held by her as of December 31, 2024, which vest in equal installments on February 23 of each of 2025 through 2028 and (v) 10,979 Restricted LP Units originally granted to Ms. Pilcher Ciafone in February 2024 in respect of 2023 performance with respect thereto that were held by her as of December 31, 2024, which vest 40% on February 23 of 2026 and 20% on February 23 of each 2027 through 2029. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (8) Consists of (i) 5,182 RSUs originally granted to Mr. Simon in February 2020 in respect of 2019 performance and 2,285 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2024, which vest 100% on February 23 2025 and (ii) 6,744 RSUs originally granted to Mr. Simon in February 2021 in respect of 2020 performance and 1,971 additional dividend equivalent RSUs awarded with respect thereto that were held by him as of December 31, 2024, which vest in equal installments on February 23 of each of 2025 and 2026 and (iii) 10,085 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, 2024, which vest in equal installments on February 23 of each of 2025 through 2027 and (iv) 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, 2024, which are vested at grant and restricted for 3 years and (v) 19,312 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, 2024, 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 February 23 of each 2026 through 2028 and (vi) 17,384 Deferred LP Units originally granted to Mr. Simon in February 2024 in respect of 2023 performance with respect thereto that were held by him as of December 31, 2024, 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 February 23, 2026 and the remaining 60% pro rata annually (20% each year) on February 23 of each 2027 through 2029. |
Outstanding Equity Awards at 2024 Fiscal Year-End
*Note that any equity awards with a vesting date that falls on a weekend day may vest during the preceding week or the next business day as determined by the Compensation Committee as administrator of the Omnibus Plan.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Executive Compensation |
Stock Vested in 2024
Stock Vested in 2024 The following table summarizes stock vested in fiscal year 2024 for our NEOs.
Stock Vested in 2024
| Stock Awards | | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Kenneth Moelis | 284,780 | 14,979,425 | | Navid Mahmoodzadegan | 177,632 | 9,343,448 | | Jeffrey Raich | 84,875 | 4,464,435 | | Katherine Pilcher Ciafone | 8,466 | 445,309 | | Joseph Simon | 23,447 | 1,301,796 |
Nonqualified Deferred Compensation for 2024
Nonqualified Deferred Compensation for 2024 There were no deferred cash awards granted to any NEO for 2024 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 NEOs may be entitled to in connection with termination without cause, resignation for good reason, retirement, disability, death or change in control, our NEOs 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, 2024.
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 | 29,305,670(4) | 15,899,198(3) | 29,305,670(4) | 29,305,670(4) | 29,305,670(4) | | Navid Mahmoodzadegan | 51,584,448(6) | 46,061,076(5) | 51,584,448(6) | 51,584,448(6) | 51,584,448(6) | | Jeffrey Raich(7) | 7,462,586 | 7,462,586 | 7,462,586 | 7,462,586 | 7,462,586 | | Katherine Pilcher Ciafone(8) | 2,091,820 | 2,091,820 | 2,091,820 | 2,091,820 | 2,091,820 | | Joseph Simon(9) | 1,940,605 | 1,940,605 | 1,940,605 | 1,940,605 | 1,940,605 |
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—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 the 2014 or 2024 Omnibus Incentive Plan, as applicable) 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—Performance Units” for applicable terms. |
Potential Payments upon Termination of Employment or Change in Control
| (3) Amount represents the value of 215,203 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 31, 2024 ($73.88). 181,463 RSUs, Performance Units and LP Units are not eligible for retirement. |
Potential Payments upon Termination of Employment or Change in Control
| (4) Amount represents the value of 396,666 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 31, 2024 ($73.88). |
Potential Payments upon Termination of Employment or Change in Control
| (5) Amount represents the value of 623,458 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 31, 2024 ($73.88). 74,761 Performance Units and LP Units are not eligible for retirement. |
Potential Payments upon Termination of Employment or Change in Control
| (6) Amount represents the value of 698,219 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 31, 2024 ($73.88). |
Potential Payments upon Termination of Employment or Change in Control
| (7) Amount represents the value of 101,010 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 31, 2024 ($73.88). |
Potential Payments upon Termination of Employment or Change in Control
| (8) Amount represents the value of 28,314 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 31, 2024 ($73.88). |
Potential Payments upon Termination of Employment or Change in Control
| (9) Amount represents the value of 26,267 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 31, 2024 ($73.88). |
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 2024 annual total compensation of our median employee (other than our CEO), calculated in accordance with Item 402(c) of Regulation S-K, was $247,020; |
CEO Pay Ratio
| • | The 2024 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 $7,621,008; and |
CEO Pay Ratio
| • | For 2024, the ratio of the annual total compensation of Mr. Moelis to the annual total compensation of our median employee was 30.9 to 1. |
CEO Pay Ratio
We did not include independent contractors in our determination. For purposes of this disclosure, we have identified a new median employee as of December 31, 2024. In order to identify our median employee, we ranked each of our employees (other than our CEO) based on 2024 awarded compensation. For this purpose, 2024 awarded compensation was comprised of each employee’s (i) annualized base salary or wages for 2024, (ii) annual cash bonus (if any) paid in 2025 in respect of 2024 performance and (iii) equity incentive awards (if any) granted in 2025 in respect of 2024 performance. We determined the median employee’s annual total compensation for 2024 in accordance with the requirements of Item 402(c) of Regulation S-K consistent with the calculation of the 2024 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 CEO and other NEOs, each as cal culat ed 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 . 2024 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) ($) | | | | 2024 | 7,621,008 | 18,729,431 | 5,036,667 | 9,498,311 | 334 | 174 | 151,491 | 1,201,520 | | 2023 | 7,878,846 | 22,107,303 | 5,859,692 | 10,710,298 | 244 | 133 | (27,516) | 860,085 | | 2022 | 19,223,262 | 7,528,921 | 6,854,413 | 1,666,534 | 157 | 119 | 168,682 | 970,195 | | 2021 | 14,358,959 | 24,392,175 | 9,707,758 | 14,853,476 | 243 | 133 | 422,978 | 1,557,997 | | 2020 | 9,874,166 | 17,566,907 | 5,526,044 | 9,686,401 | 163 | 98 | 218,438 | 943,276 |
Pay Versus Performance Table
| (1) For fiscal years 2020, 2021 and 2022, the CEO was Kenneth Moelis and the non-CEO NEOs were Navid Mahmoodzadegan, Jeffrey Raich, Elizabeth Crain, and Joseph Simon. For fiscal years 2023 and 2024, the CEO was Kenneth Moelis and the non-CEO NEOs were Navid Mahmoodzadegan, Jeffrey Raich, Katherine Pilcher Ciafone and Joseph Simon. |
Pay Versus Performance Table
| | Executive Compensation |
Pay Versus Performance Table
| (2) Amounts in this column are calculated in accordance with Item 402(v) of Regulation S-K. The following table details the adjustments prescribed by Item 402(v) to the “Summary Compensation Table” totals to determine the “Compensation Actually Paid” amounts. For the avoidance of doubt, no equity awards were cancelled due to a failure to meet vesting conditions during the years identified. In addition, all amounts presented below for “Non-CEO NEOs” are averages of the non-CEO NEO group. |
Pay Versus Performance Table
| Year | Executive(s) | Summary Compensation Table Total ($) | Deduct: Stock Awards ($) | Add: Year- end Value of Unvested Equity Awards Granted During Year (i) ($) | Increase/ (Decrease) in Value of Unvested Equity Awards Granted in Prior Years (i) ($) | Add: Value of Equity Awards Granted and Vested During Year (i) ($) | Increase/ (Decrease) in Value of Equity Awards Granted in Prior Years Which Vested During Year (i) ($) | Add: Dividends (i) ($) | Total (Compensation Actually Paid) ($) | | 2024 | CEO | 7,621,008 | (7,160,263) | — | 8,446,231 | 8,839,831 | (123,353) | 1,105,977 | 18,729,431 | | | Non-CEO NEOs | 5,036,667 | (3,365,253) | 3,329,199 | 3,028,383 | 1,018,634 | (41,219) | 491,900 | 9,498,311 |
Pay Versus Performance Table
| (i) Our CEO and non-CEO NEOs receive a substantial portion of their annual variable incentive compensation in equity, which may consist of RSUs, 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) The peer group TSR for the identified years consists of the S&P 500 Financials Index and is weighted by market capitalization. |
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
| | Executive Compensation |
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 fiscal years 2020, 2021, and 2022, the changes in Compensation Actually Paid directionally correlated with the changes in net income for each fiscal year end in the same period. For fiscal years 2023 and 2024, the changes in Compensation Actually Paid were directionally inversely correlated with the changes in net income.
Relationship Between Compensation Actually Paid and Net Income
| | Compensation Committee Report |