DEF 14A of Houlihan Lokey, Inc., Jul 28, 2023

DEF 14A of Houlihan Lokey, Inc.

Filed Jul 28, 2023 · FY20230001302215-23-000074

Open on EDGAR

  1. The Company’s Proxy Statement and 2023 Annual Report on Form 10-K

    | | Page | | GENERAL INFORMATION | 1 | | PROPOSAL 1: ELECTION OF DIRECTORS | 5 | | CORPORATE GOVERNANCE | 6 | | DIRECTOR COMPENSATION | 17 | | EXECUTIVE COMPENSATION | 19 | | COMPENSATION COMMITTEE REPORT | 25 | | EXECUTIVE COMPENSATION TABLES | 25 | | CEO PAY RATIO | 29 | | PAY VERSUS PERFORMANCE | 30 | | STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 35 | | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 37 | | PROPOSAL 3: RATIFICATION OF INDEPENDENT AUDITOR | 38 | | PROPOSAL 4: AMEND AND RESTATE OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | 39 | | AUDIT COMMITTEE REPORT | 41 | | ADDITIONAL INFORMATION | 42 | | PROXY CARD | 47 | | NOTICE | 49 |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our amended and restated bylaws provide that our board of directors shall consist of such number of directors as shall from time to time be fixed by our board of directors. Currently, our board of directors is composed of eleven members, six of whom are independent directors as defined under the rules of the New York Stock Exchange. Further, our amended and restated certificate of incorporation and our amended and restated bylaws provide for the division of our board of directors into three classes, as nearly equal in number as possible, with each class serving for three‑year staggered terms. At each annual meeting of stockholders after the initial classification, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our directors currently are divided among the three classes as follows: • the Class I directors are Scott L. Beiser, Todd J. Carter, Jacqueline B. Kosecoff, and Paul A. Zuber, and their terms will expire at the annual meeting of stockholders to be held in 2025; • the Class II directors are Irwin N. Gold, Cyrus D. Walker, and Gillian B. Zucker, and their terms will expire at the annual meeting of stockholders to be held in 2023; and • the Class III directors are Scott J. Adelson, Ekpedeme M. Bassey, David A. Preiser, and Robert A. Schriesheim, and their terms will expire at the annual meeting of stockholders to be held in 2024. At the Annual Meeting, the stockholders will vote to elect as Class II directors of the Company the three nominees named in this Proxy Statement. Each of the Class II directors elected at the Annual Meeting will hold office until the 2026 Annual Meeting of Stockholders and until their successor has been duly elected and qualified. The board of directors has nominated Messrs. Gold and Walker, and Ms. Zucker for re-election to serve as the Class II directors of the Company. The persons named as proxies will vote to elect these nominees unless a stockholder indicates that their shares should be withheld with respect to one or more of such nominees. We expect the HL Voting Trust to vote in favor of the three nominees for Class II directors. Please see “Certain Relationships and Related Person Transactions,” below for a description of the HL Voting Trust Agreement. 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 of directors considered their service, business experience, prior directorships, and the qualifications, attributes and skills described in the biography set forth below under “Corporate Governance - Executive Officers and Directors.” Our Board of Directors recommends that you vote “FOR” each of Messrs. Gold and Walker, and Ms. Zucker as the Class II Directors in this Proposal 1.

  3. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  4. Equity Compensation

    | Fiscal 2023 Outside Director Compensation | | | | | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | Total ($) | | Robert A. Schriesheim | 90,000 | 121,906 | 211,906 | | Jacqueline B. Kosecoff | 90,000 | 91,408 | 181,408 | | Paul A. Zuber | 90,000 | 91,408 | 181,408 | | Gillian B. Zucker | 90,000 | 91,408 | 181,408 | | Ekpedeme M. Bassey | 90,000 | 91,408 | 181,408 | | Cyrus D. Walker | 90,000 | 91,408 | 181,408 |

  5. Fiscal Year 2023 Compensation

    Fiscal Year 2023 Compensation Consistent with senior members of our financial staff, annual incentive compensation is the primary driver of our NEOs’ compensation each year. The emphasis on incentive compensation for our NEOs reflects the Company’s philosophy that annual compensation for senior officers should be heavily tied to not only their personal performance, but the performance of the Company. Awards under our annual bonus program typically are paid in a combination of cash and either restricted or unrestricted shares of our Class B common stock. Following a review of full-year business and individual NEO performance, the Compensation Committee determined fiscal 2023 total compensation for each NEO as outlined in the table below.

  6. Fiscal Year 2023 Compensation

    | Named Executive Officer | Salary Paid During FY23 ($) | FY23 Incentive Paid in Cash ($) | FY23 Incentive Paid in Shares ($) | FY23 Total Compensation ($) | | Scott Beiser | 500,000 | 5,362,500 | 1,137,500 | 7,000,000 | | Lindsey Alley | 400,000 | 1,887,000 | 413,000 | 2,700,000 | | Irwin Gold | 500,000 | 3,712,500 | 787,500 | 5,000,000 | | Scott Adelson | 500,000 | 5,692,500 (1) | 1,207,500 | 7,400,000 | | David Preiser | 500,000 | 2,268,750 | 481,250 | 3,250,000 |

  7. Key Compensation Practices

    | What We Do | What We Don’t Do | | Align pay with Company performance | No guaranteed incentive compensation | | Encourage significant ownership of Company stock by executives | No tax gross-ups or reimbursements | | Prohibit hedging of Company stock | No excessive perquisites | | Consider performance on strategic initiatives that can impact the Company’s prospects when making individual compensation decisions | No severance or change-in-control payments | | Engage an independent compensation consultant to provide market and other information to the Committee relevant to NEO compensation | |

  8. Overview of Compensation Components

    Overview of Compensation Components Salary Salaries provide a fixed component of compensation commensurate with the executive’s skill set, experience, role and responsibilities, and are reviewed periodically by the Compensation Committee. Historically, salaries have represented the smallest portion of our named executive officers’ compensation. For fiscal 2023, based on input from its compensation consultant, the Compensation Committee determined that it was appropriate to maintain the salaries of each of its NEOs at the same amounts that were paid in fiscal 2022, which enables the Compensation Committee to better align total compensation with performance through changes to annual incentive compensation. The salaries paid to our NEOs for fiscal 2023 are included in the Summary Compensation Table below. Annual Incentive Compensation For fiscal 2023, the Compensation Committee established a performance-based bonus program pursuant to which our named executive officers were eligible to earn awards based on our achievement during fiscal 2023 of revenue equal to or exceeding certain thresholds based on the average revenue of the Company in fiscal 2020, 2021 and 2022 ($1.65 billion) (“Three Year Average Revenue”), as follows: •If the Company earned fiscal 2023 revenue equal to or exceeding 60%, but less than 70% of Three Year Average Revenue, then a bonus pool would be established equal to 2.0% of our revenue earned during fiscal 2023. •If the Company earned fiscal 2023 revenue equal to or exceeding 70%, but less than 80% of Three Year Average Revenue, then a bonus pool would be established equal to 2.5% of our revenue earned during fiscal 2023. •If the Company earned fiscal 2023 revenue equal to or exceeding 80%, but less than 90% of Three Year Average Revenue, then a bonus pool would be established equal to 3.0% of our revenue earned during fiscal 2023. •If the Company earned fiscal 2023 revenue equal to or exceeding 90%, but less than 100% of Three Year Average Revenue, then a bonus pool would be established equal to 3.5% of our revenue earned during fiscal 2023. •If the Company earned fiscal 2023 revenue equal to or exceeding 100% of Three Year Average Revenue, then a bonus pool would be established equal to 4.0% of our revenue earned during fiscal 2023. Our actual revenue for fiscal 2023 was $1.81 billion; therefore, the maximum bonus pool established was $72,377,880. The Compensation Committee was permitted to allocate the bonus pool among the participants, including the named executive officers, in its discretion and was not required to allocate the entire pool. In determining each named executive officer’s actual aggregate award, the Compensation Committee determined that each executive played a significant role in the Company’s strong financial performance during fiscal 2023. In particular, the Committee noted that the executive team successfully completed the global integration of GCA Corporation, the largest acquisition in the Company’s history completed during fiscal 2022. Among his duties as CEO, Mr. Beiser was instrumental in managing the significant growth of corporate departments (e.g., Information Technology, Legal and Compliance, and Human Capital) in order to keep pace with the significant growth of the financial staff as a result of acquisitions and organic growth during fiscal 2023. Mr. Alley successfully oversaw the integration of the financial systems of the Company and GCA Corporation. Mr. Gold successfully developed and managed numerous strategic relationships on behalf of the Company, many of which were important to the Company achieving its second highest annual revenue. Mr. Preiser continued to play a key role in the physical expansion of our office spaces, particularly in London and New York. In addition, Messrs. Gold and Preiser, as members of the Company’s Diversity, Equity, & Inclusion Council, played key roles in the implementation of various diversity, equity, and inclusion initiatives. Mr. Adelson led the Company’s Corporate Finance business unit to its second highest annual revenue and successful integration of GCA across Asia, the United States and the EMEA region. The Committee then applied its judgment in determining the incentive awards paid to each NEO under the fiscal 2023 executive officer bonus program. The Compensation Committee approved the payment of the aggregate awards in cash and restricted shares of our Class B common stock, as follows:

  9. Overview of Compensation Components

    | Named Executive Officer | Aggregate FY2023 Bonus Program Award ($) | Cash Portion of FY2023 Bonus Program Award ($) | Equity Portion of FY2023 Bonus Program Award ($) | | Scott Beiser | 6,500,000 | 5,362,500 | 1,137,500 | | Lindsey Alley | 2,300,000 | 1,887,000 | 413,000 | | Irwin Gold | 4,500,000 | 3,712,500 | 787,500 | | Scott Adelson | 6,900,000 | 5,692,500 (1) | 1,207,500 | | David Preiser | 2,750,000 | 2,268,750 | 481,250 |

  10. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for our fiscal years ended March 31, 2021, March 31, 2022 and March 31, 2023.

  11. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Compensation (1) ($) | Total ($) | | Scott L. Beiser | 2023 | 500,000 | 6,500,000 | 7,000,000 | | Chief Executive Officer | 2022 | 500,000 | 10,150,000 | 10,650,000 | | | 2021 | 500,000 | 6,400,000 | 6,900,000 | | J. Lindsey Alley | 2023 | 400,000 | 2,300,000 | 2,700,000 | | Chief Financial Officer | 2022 | 400,000 | 3,050,000 | 3,450,000 | | | 2021 | 400,000 | 1,500,000 | 1,900,000 | | Irwin N. Gold | 2023 | 500,000 | 4,500,000 | 5,000,000 | | Executive Chairman | 2022 | 500,000 | 6,650,000 | 7,150,000 | | | 2021 | 500,000 | 7,650,000 | 8,150,000 | | Scott J. Adelson | 2023 | 500,000 | 6,900,000 | 7,400,000 | | Co‑President and Global Co‑Head of Corporate Finance | 2022 | 500,000 | 24,400,000 | 24,900,000 | | | 2021 | 500,000 | 12,400,000 | 12,900,000 | | David A. Preiser | 2023 | 500,000 | 2,750,000 | 3,250,000 | | Co-President | 2022 | 500,000 | 4,650,000 | 5,150,000 | | | 2021 | 500,000 | 3,400,000 | 3,900,000 |

  12. Summary Compensation Table

    (1)Amounts in this column for fiscal 2023 constitute the amount of the annual incentive compensation determined by the Compensation Committee for each named executive officer pursuant to our fiscal 2023 executive officer bonus program, and includes (i) the value of cash bonuses awarded with respect to fiscal 2023 performance (a portion of which was paid on May 15, 2023 and a portion of which is scheduled to be paid on November 30, 2023) and (ii) the dollar-denominated value of restricted stock awards granted on May 24, 2023. The total value of the cash bonus awards to Messrs. Beiser, Alley, Gold, Adelson and Preiser with respect to fiscal 2023 performance was $5,362,500, $1,887,000, $3,712,500, $5,692,500 and $2,268,750, respectively. Of these amounts, (i) with respect to Mr. Adelson only, $148,000 was paid in the form of an economic interest in the equity of a Company client (that was owned by the Company), rather than cash and (ii) a portion ($1,483,000, $517,000, $1,023,000, $1,575,000, and $620,500 to Messrs. Beiser, Alley, Gold, Adelson and Preiser, respectively) is expected to be paid on November 30, 2023, subject to the applicable named executive officer being employed in good standing on such date. The number of shares of restricted stock issued to Messrs. Beiser, Alley, Gold, Adelson and Preiser on May 24, 2023 was 12,805, 4,649, 8,865, 13,593, and 5,417 shares, respectively, which have a dollar-denominated value of approximately $1,137,500, $413,000, $787,500, $1,207,500 and $481,250, respectively, and grant date fair values of approximately $1,121,718, $407,252, $776,574, $1,190,747, and $474,529, respectively. The number of shares was determined by dividing the applicable value by the average of the closing prices of the Company’s Class A common stock as traded on the New York Stock Exchange for the ten consecutive trading days occurring immediately after the Company publicly announced its earnings for fiscal 2023, which occurred on May 9, 2023. The equity portion of awards under our fiscal 2023 executive officer bonus program was paid in shares of common stock subject to vesting over four years in equal installments in May of each of 2024 - 2027.

  13. Grants of Plan-Based Awards in Fiscal 2023 Table

    Grants of Plan-Based Awards in Fiscal 2023 Table The following table sets forth information regarding maximum and actual grants of plan-based awards made to our named executive officers during fiscal 2023:

  14. Grants of Plan-Based Awards in Fiscal 2023 Table

    | Name | Grant Date | Estimated Possible Payouts under Non-Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock (#) (2) | Grant Date Fair Value of Stock Awards ($) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Scott L. Beiser | May 27, 2022 | — | — | — | 21,008 | 1,804,797 | | J. Lindsey Alley | May 27, 2022 | — | — | — | 7,988 | 686,249 | | Irwin N. Gold | May 27, 2022 | — | — | — | 13,764 | 1,182,465 | | Scott J. Adelson | May 27, 2022 | — | — | — | 50,502 | 4,338,627 | | David A. Preiser | May 27, 2022 | — | — | — | 9,624 | 826,798 |

  15. Grants of Plan-Based Awards in Fiscal 2023 Table

    (1)For fiscal 2023, the Compensation Committee established a performance-based bonus program pursuant to which our named executive officers were eligible to earn awards based on our achievement during fiscal 2023 of revenue equal to or exceeding certain percentages of the average revenue of the Company in fiscal 2020, 2021, and 2022 ($1.65 billion). If the Company achieved 100% of this average revenue, then the maximum bonus pool would be established equal to 4.0% of our revenue earned during fiscal 2023. Our actual revenue for fiscal 2023 was $1.81 billion; therefore, the maximum bonus pool established was $72,377,880. Under our 2023 executive officer bonus program, there was no individual threshold, target, or maximum for any named executive officer under this program. The amount of the performance-based bonuses actually made to each NEO for fiscal 2023 are presented under the heading “Non-Equity Incentive Compensation” for fiscal 2023 in the Summary Compensation Table above, and the amount of cash and stock comprising each such award are presented in footnote 1 of such Table. (2)Stock awards presented were granted in fiscal 2023 with respect to fiscal 2022 performance pursuant to our fiscal 2022 executive officer bonus program. As such, in accordance with SEC rules, the value of each award previously was disclosed under the heading “Non-Equity Incentive Compensation” (and the related footnote) for fiscal 2022 in the Summary Compensation Table contained in our definitive proxy statement filed with the SEC in 2022. We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in Note 14 - Employee Benefit Plans to our audited consolidated financial statements included in our Form 10-K for fiscal 2023.

  16. Outstanding Equity Awards at Fiscal Year‑End

    Outstanding Equity Awards at Fiscal Year‑End The following table summarizes the number of shares of our Class B common stock underlying outstanding equity incentive plan awards for each named executive officer as of March 31, 2023.

  17. Outstanding Equity Awards at Fiscal Year‑End

    | Name | Grant Date | Stock Awards | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | | Scott L. Beiser | May 15, 2019 | 4,724 (2) | 413,303 | | | May 28, 2020 | 6,949 (3) | 607,968 | | | May 26, 2021 | 13,711 (4) | 1,199,575 | | | May 27, 2022 | 21,008 (5) | 1,837,990 | | J. Lindsey Alley | May 15, 2019 | 911 (2) | 79,703 | | | May 28, 2020 | 1,327 (3) | 116,099 | | | May 26, 2021 | 2,132 (4) | 186,529 | | | May 27, 2022 | 7,988 (5) | 698,870 | | Irwin N. Gold | May 15, 2019 | 2,957 (2) | 258,708 | | | May 28, 2020 | 4,195 (3) | 367,021 | | | May 26, 2021 | 16,914 (4) | 1,479,806 | | | May 27, 2022 | 13,764 (5) | 1,204,212 | | Scott J. Adelson | May 15, 2019 | 24,256 (2) | 1,061,079 | | | May 28, 2020 | 13,809 (3) | 805,433 | | | May 26, 2021 | 38,777 (4) | 2,544,472 | | | May 27, 2022 | 50,502 (5) | 4,418,420 | | David A. Preiser | May 15, 2019 | 5,054 (2) | 221,087 | | | May 28, 2020 | 5,412 (3) | 315,664 | | | May 26, 2021 | 8,034 (4) | 527,215 | | | May 27, 2022 | 9,624 (5) | 842,004 |

  18. Outstanding Equity Awards at Fiscal Year‑End

    (1)The market value of shares of stock that were not vested as of March 31, 2023 is calculated based on the closing price per share of our Class A common stock as of March 31, 2023 ($87.49). (2)The remaining unvested shares outstanding under this restricted stock award as of March 31, 2023 vested on May 15, 2023. (3)One-half of the shares outstanding under this restricted stock award as of March 31, 2023 vested on May 15, 2023 and one-half are scheduled to vest on May 15, 2024. (4)One-third of the shares outstanding under this restricted stock award as of March 31, 2023 vested on May 15, 2023, one-third are scheduled to vest on May 15, 2024, and one-third are scheduled to vest on May 15, 2025. (5)One-quarter of the shares outstanding under this restricted stock award as of March 31, 2023 vested on May 15, 2023, one-quarter are scheduled to vest on May 15, 2024, one-quarter are scheduled to vest on May 15, 2025, and one-quarter are scheduled to vest on May 15, 2026.

  19. Fiscal 2023 Option Exercises and Stock Vested

    Fiscal 2023 Option Exercises and Stock Vested The following table summarizes the vesting of stock awards held by our named executive officers during fiscal 2023. None of the named executive officers held any options during fiscal 2023:

  20. Fiscal 2023 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Scott L. Beiser | 12,767 | 1,080,854 | | J. Lindsey Alley | 2,284 | 193,363 | | Irwin N. Gold | 10,690 | 905,015 | | Scott J. Adelson | 26,425 | 2,237,141 | | David A. Preiser | 6,339 | 536,660 |

  21. Summary of Potential Payments Upon Termination or Change in Control

    Summary of Potential Payments Upon Termination or Change in Control We have not entered into any employment, severance or change in control arrangements with our named executive officers. However, as described above, in May 2022 our board of directors adopted the Transition Program to establish the framework under which the Company’s executive officers, including each of its named executive officers, may resign from their position as an executive officer and transition to a more limited role within the Company.

  22. 2023 CEO PAY RATIO

    2023 CEO PAY RATIO In accordance with applicable SEC rules, we are providing the ratio of the total annual compensation of our CEO, Scott L. Beiser, to that of our median compensated employee for fiscal 2023. Mr. Beiser’s total annual compensation for fiscal 2023, as reported in the Summary Compensation Table, was $7,000,000. The total annual compensation of the employee identified as our median compensated employee (excluding our CEO) for fiscal 2023 was $201,242. The ratio of our CEO’s total compensation for fiscal 2023 to the total compensation of our median compensated employee was approximately 35 to 1. To identify our median compensated employee for purposes of this pay ratio disclosure, we first determined who constituted our full-time, part-time, and temporary employees other than Mr. Beiser as of December 31, 2021. We ranked the annual compensation of this employee population based on compensation reportable on IRS Form W-2 in the United States and comparable tax reporting documents in other countries. This employee is the same employee identified for purposes of our fiscal 2022 pay ratio disclosure. We believe that there have been no changes in our employee population or employee compensation arrangements since that median employee was identified with respect to fiscal 2022 that would significantly impact our pay ratio disclosure. After identifying the median compensated employee from this ranking, who is employed with the Company as of March 31, 2023, we calculated annual total compensation for such employee during fiscal 2023 using the same methodology we use for our CEO as set forth in the Summary Compensation Table above. 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 and the Compensation Committee does not consider this in any of its deliberations.

  23. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Provided below is the Company’s “Pay Versus Performance” disclosure, which includes the relationship between “compensation actually paid” (“CAP”) to our Principal Executive Officer (“PEO”) and non-PEO named executive officers, as calculated in accordance Item 402(v) of Regulation S-K and various measures of the Company’s financial performance.

  24. PAY VERSUS PERFORMANCE

    | Fiscal 2023 Pay Versus Performance Table | | | | | | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(1)(2) | Compensation Actually Paid to PEO ($)(4) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1)(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers | Value of Initial Fixed $100 Investment Based on | | Net Income ($)(in millions) | Revenue ($)(in millions) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | | | | 2023 | 7,000,000 | 7,003,642 | 4,587,500 | 4,594,878 | 172 | 165 | 254 | 1,809 | | 2022 | 10,650,000 | 11,538,558 | 10,162,500 | 10,946,169 | 172 | 192 | 438 | 2,270 | | 2021 | 6,900,000 | 7,612,667 | 6,712,500 | 7,297,584 | 130 | 167 | 313 | 1,525 |

  25. PAY VERSUS PERFORMANCE

    (1)Scott Beiser has served as the Company’s Chief Executive Officer since 2003 and is the Principal Executive Officer (“PEO”) of the Company. The other Named Executive Officers for each fiscal year were Messrs. Alley, Gold, Adelson and Preiser. (2)Amounts reported in this column represent (i) the total compensation reported in the SCT for the applicable year in the case of the PEO and (ii) the average of the total compensation reported in the SCT for the applicable year for our other Named Executive Officers excluding the PEO. (3)For the relevant fiscal year, represents the cumulative TSR of the S&P 500 Financials Index (“the Peer Group TSR”). (4)Compensation actually paid to our Named Executive Officers represents the "Total" compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted set forth in the following table. As described above, awards under our annual bonus program are paid, in part, in the form of restricted stock that is granted in the fiscal year following the applicable performance year, and that vests over a four-year period following the grant date. In accordance with SEC guidance, we disclose the dollar-denominated value of these awards in the "Non-Equity Incentive Compensation" column of the Summary Compensation Table with respect to the applicable performance year (rather than as "Stock Awards" for the year of grant); as such, we believe the awards are not required to be included in the adjustments to calculating compensation actually paid. However, in an effort to comply with the spirit of the SEC pay versus performance rules relating to the adjustments for outstanding equity awards, we have treated the restricted stock awards as equity awards and captured them as part of the adjustments below.

  26. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total ($) | Less: Stock Awards Granted for Fiscal Year ($) | Add: Unvested Equity Awards Granted for Fiscal Year ($) | Increase/(Decrease) in Value of Unvested Equity Awards Granted in Prior Fiscal Years ($) | Increase/(Decrease) in Value of Equity Awards Vested During Fiscal Year ($) | Compensation Actually Paid ($)(a)(b)(c) | | Principal Executive Officer | | | | | | | | 2023 | 7,000,000 | (1,137,500) | 1,137,500 | 53,895 | (50,253) | 7,003,642 | | 2022 | 10,650,000 | (1,776,250) | 1,776,250 | 759,002 | 129,556 | 11,538,558 | | 2021 | 6,900,000 | (1,338,000) | 1,338,000 | 463,549 | 249,118 | 7,612,667 | | Other Named Executive Officers (Average) | | | | | | | | 2023 | 4,587,500 | (722,313) | 722,313 | 53,068 | (45,690) | 4,594,878 | | 2022 | 10,162,500 | (1,730,750) | 1,730,750 | 675,990 | 107,679 | 10,946,169 | | 2021 | 6,712,500 | (1,339,875) | 1,339,875 | 405,259 | 179,825 | 7,297,584 |

  27. PAY VERSUS PERFORMANCE

    (a)Our NEOs did not participate in any Company pension plans during the covered fiscal years; therefore, there are no compensation adjustments for pension values or pension service costs. (b)Our NEOs did not receive any dividends or dividend equivalents from the Company during the covered fiscal years; therefore, there are no such related compensation adjustments. (c)Our NEOs did not have any award forfeitures or accelerations during the covered fiscal years; therefore, there are no such related compensation adjustments.

  28. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  29. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe Revenue represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the 2023 fiscal year.

  30. Relationship Between Financial Performance Measures

    Relationship Between Financial Performance Measures The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income and, (iv) our revenue, in each case, for the 2021, 2022 and 2023 fiscal years. Compensation Actually Paid versus Total Shareholder Return The TSR amounts reported in the graph below assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. Compensation Actually Paid versus GAAP Net Income Compensation Actually Paid versus GAAP Revenue

  31. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table sets forth information, as of March 31, 2023, concerning compensation plans under which our equity securities are authorized for issuance.

  32. Equity Compensation Plan Information

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (#) | | Equity compensation plans approved by security holders (1) | 1,171,354 (2) | — | 26,339,351 (3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 1,171,354 | — | 26,339,351 |

  33. Equity Compensation Plan Information

    (1)Consists of the Houlihan Lokey, Inc. Amended and Restated 2016 Incentive Award Plan, as amended (“2016 Plan”). The aggregate number of securities available for issuance under awards granted pursuant to the 2016 Plan is equal to the sum of (i) 8,000,000 shares and (ii) any shares of our Class B common stock, which as of October 19, 2017, were underlying awards under the 2006 Plan that, on or after such date, terminate, expire or lapse for any reason following the IPO or that remained available for issuance under the 2006 Plan as of the IPO. The annual increase will be equal to the lowest of (i) 6,540,659 shares of our Class A common stock and Class B common stock, (ii) six percent of the shares of Class A common stock and Class B common stock outstanding on the final day of the immediately preceding fiscal year (beginning with fiscal year 2017) and (iii) such smaller number of shares as determined by our Board. (2)Represents the number of shares issuable under dollar-denominated awards and unvested restricted stock units granted under the 2016 Plan that were outstanding as of March 31, 2023, assuming that such awards were settled in shares based on the closing price of our Class A common stock on that date. Awards ultimately will be settled in either cash or shares of our Class B common stock based on the closing price on the applicable vesting date. (3)Represents the number of shares remaining available for future issuance under the 2016 Plan as of March 31, 2023. From and after the date of our IPO, no additional awards have been granted under the 2006 Plan. Shares can be issued under the 2016 Plan as either Class A common stock or Class B common stock.