DEF 14A of Houlihan Lokey, Inc., Jul 25, 2025

DEF 14A of Houlihan Lokey, Inc.

Filed Jul 25, 2025 · FY20250001302215-25-000084

Open on EDGAR

  1. The Company’s Proxy Statement and 2025 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 | 26 | | EXECUTIVE COMPENSATION TABLES | 26 | | CEO PAY RATIO | 31 | | PAY VERSUS PERFORMANCE | 32 | | STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 37 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 39 | | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 41 | | PROPOSAL 3: RATIFICATION OF INDEPENDENT AUDITOR | 42 | | AUDIT COMMITTEE REPORT | 43 | | ADDITIONAL INFORMATION | 44 | | PROXY CARD | 45 | | NOTICE | 47 |

  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 second 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; • 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 2026; and • the Class III directors are Scott J. Adelson, Ekpedeme M. Bassey, P. Eric Siegert, and Robert A. Schriesheim, and their terms will expire at the annual meeting of stockholders to be held in 2027. At the Annual Meeting, the stockholders will vote to elect as Class I directors of the Company the three nominees named in this Proxy Statement. Each of the Class I directors elected at the Annual Meeting will hold office until the 2028 Annual Meeting of Stockholders and until their successor has been duly elected and qualified. The board of directors has nominated Messrs. Beiser, Carter, and Zuber for re-election to serve as the Class I directors of the Company. Dr. Kosecoff’s term of office will expire at the Annual Meeting. As a result, and effective as of the Annual Meeting, the size of our board of directors will be reduced to ten directors, and the total number of authorized directors constituting Class I directors will correspondingly be reduced to three. 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 Trustees of the HL Voting Trust to vote in favor of the three nominees for Class I 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 Messrs. Beiser, Carter, and Zuber 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. Beiser, Carter, and Zuber as the Class I Directors in this Proposal 1.

  3. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  4. Executive Officers and Directors

    Executive Officers and Directors Below is a list of the names and ages, as of July 24, 2025, of our directors and executive officers, and a description of the business experience of each of them.

  5. Executive Officers and Directors

    | Name | Age | Position | | Scott J. Adelson | 64 | Chief Executive Officer and Director | | Scott L. Beiser | 65 | Co-Chairman and Director | | Irwin N. Gold | 68 | Co-Chairman, Director, and Chairman of the Board | | P. Eric Siegert | 60 | Co-Chairman | | J. Lindsey Alley | 58 | Chief Financial Officer | | Christopher M. Crain | 64 | General Counsel and Secretary | | Robert A. Schriesheim | 65 | Director | | Jacqueline B. Kosecoff | 76 | Director | | Paul A. Zuber | 65 | Director | | Gillian B. Zucker | 56 | Director | | Ekpedeme M. Bassey | 52 | Director | | Cyrus D. Walker | 57 | Director | | Todd J. Carter | 61 | Director |

  6. Executive Officers and Directors

    Scott J. Adelson has served as our Chief Executive Officer since June 2024. He has served on our board of directors since January 2015. Prior to service as our Chief Executive Officer, he previously served as our Co-President since 2013. As Co-President, Mr. Adelson was one of Houlihan Lokey’s senior executives responsible for strategic planning, client relations and business development, and he managed the firm in conjunction with the other three members of the Office of the Executives. Mr. Adelson also previously served as the Global Co‑Head of Corporate Finance. His practice embraced all aspects of corporate finance, including mergers and acquisitions, leveraged buyouts, and the issuance of debt and equity capital. He has served on the board of directors for various public and private companies. Mr. Adelson completed his undergraduate studies at the University of Southern California and earned his M.B.A. from the University of Chicago Booth School of Business. Mr. Adelson was chosen to be on our board of directors because of his long career in the financial services industry, and because he possesses particular knowledge and experience in strategic planning and board practices of other corporations. Mr. Adelson has been with Houlihan Lokey for more than 38 years. Scott L. Beiser serves as one of our Co-Chairmen and has served on our board of directors since 1991. His responsibilities include working with senior leadership on strategic initiatives, including acquisitions and organizational development to position the firm for future growth. He previously served as our Chief Executive Officer from 2003 to June 2024. His responsibilities as CEO included overall management of Houlihan Lokey’s global operations in conjunction with the other members of the Office of the Executives, identifying and developing new strategic opportunities, and pursuing and managing new and existing client relationships. Mr. Beiser previously led Houlihan Lokey’s Infrastructure Services and Materials practice and has specialized expertise in investment banking services for engineering and construction businesses, including ownership and management transition programs, corporate acquisitions, divestitures, leveraged recapitalizations, and ESOP transactions. Mr. Beiser earned both a B.S. and an M.S. in Finance from the College of Business and Economics at California State University, Northridge. Mr. Beiser was chosen to be on our board of directors because of his leadership in our development and growth, and his particular knowledge and experience in strategic planning and leadership of complex organizations. Mr. Beiser has been with Houlihan Lokey for more than 41 years. Irwin N. Gold serves as one of our Co-Chairmen and, since 2013, has served as the Chairman of our board of directors. He has served on our board of directors since 1994. Mr. Gold is one of Houlihan Lokey’s senior executives responsible for strategic planning, client relations and business development. Mr. Gold co‑founded the Company’s industry‑leading Financial Restructuring practice and was the Global Co‑Head of Financial Restructuring from 1988 until 2012. In that role, Mr. Gold has led many of the Company’s largest and most complex Financial Restructuring engagements, both in bankruptcy and out‑of‑court situations. Mr. Gold has previously served on the boards of directors of Cole National Group, Inc., Advantica Restaurant Group, Inc. and The Bibb Company. Mr. Gold earned a B.A. in Economics, summa cum laude and Phi Beta Kappa, from Duke University and a J.D. from the University of Virginia Law School. Mr. Gold was chosen to be on our board of directors because of his long career in the financial services industry, and because he possesses particular knowledge and experience in the financial services industry and in leadership of complex organizations. Mr. Gold has been with Houlihan Lokey for more than 37 years. P. Eric Siegert serves as one of our Co-Chairmen and also serves as Global Co-Head of our Financial Restructuring Group. Since joining the firm more than 30 years ago, Mr. Siegert has worked on more than 100 restructuring transactions, including many of the world’s largest and most complex. Mr. Siegert has testified in bankruptcy court as an expert on valuation and financial restructuring matters, and is a frequent speaker on financial restructuring topics. He formerly served on the board of directors of Alabama River Group prior to its sale to Georgia-Pacific Corp. as well as the board of directors of Wise Metals Group and Joy Global Inc. Mr. Siegert holds a B.A. in Economics from the University of California, Berkeley. Mr. Siegert has been nominated to serve on our board of directors because of his long career and experience in, and deep knowledge of, the financial services industry and years of experience working with complex organizations with international operations. Mr. Siegert has been with Houlihan Lokey for more than 37 years. J. Lindsey Alley has served as our Chief Financial Officer since December 2012. In his role as Chief Financial Officer, Mr. Alley oversees our accounting, tax and financial reporting operations as well as acquisitions and investor relations. Mr. Alley joined Houlihan Lokey in 1995 and, prior to being appointed to the Chief Financial Officer role, was an investment banker focusing on advising public and private clients, boards of directors, and special committees on sell side and buy side mergers and acquisitions. Mr. Alley earned a B.S. in Systems Engineering from the University of Virginia and graduated with highest distinction with an M.B.A. in Finance from the University of Michigan. Mr. Alley has been with Houlihan Lokey for more than 30 years. Christopher M. Crain has served as our General Counsel since September 2004. In that role, he manages our Legal and Compliance department. Mr. Crain earned a B.A. in Political Science from the University of California at Davis and a J.D., cum laude, from Loyola Law School. Mr. Crain’s experience prior to Houlihan Lokey includes working as an attorney with a global law firm, where he focused on financing transactions, infrastructure projects and environmental law, and as an executive for related nationally-recognized non-profit organizations focused on K-12 education, medical research, and access to capital. Mr. Crain has been with Houlihan Lokey for more than 20 years.

  7. Executive Officers and Directors

    Robert A. Schriesheim has served on our board of directors since 2015 and as the Lead Independent Director since January 2023. Mr. Schriesheim is chairman of Truax Partners LLC and leads large, complex transformations in partnership with Boards, CEOs and institutional investors as an investor and director. From December 2018 until April of 2021, he served as a director of Frontier Communications, where he was a member of the Audit Committee and served as chairman of the Finance Committee, overseeing Frontier’s financial restructuring and reorganization, including its emergence from Chapter 11 in April 2021. Previously, Mr. Schriesheim served as the Executive Vice President and Chief Financial Officer of Sears Holdings Corporation from August 2011 until October 2016. He served as the Chief Financial Officer of Hewitt Associates, Inc., a global human resources consulting and outsourcing company, from January 2010 to October 2010. From 2006 to 2009, he served as Executive Vice President and Chief Financial Officer of Lawson Software, Inc., an ERP software provider. From August 2002 to October 2006, he was affiliated with ARCH Development Partners, LLC, a seed stage venture capital fund. Before joining ARCH, Mr. Schriesheim held executive positions at Global TeleSystems, SBC Equity Partners, Ameritech, AC Nielsen and Brooke Group Ltd. Mr. Schriesheim has served as a director of Alight Solutions since March 2025 and of Skyworks Solutions, Inc. since May 2006, where he has been interim SVP & CFO since May 2025. From August 2015 until its sale in December 2019, he served as a director of NII Holdings. From April to December 2018, he also served as a director of Forest City Realty Trust and served as the chair of its audit committee until its sale. He also currently serves as an Adjunct Associate Professor of Finance at The University of Chicago Booth School of Business concentrating in the area of corporate governance. Mr. Schriesheim earned an AB in Chemistry from Princeton University and an M.B.A. from the University of Chicago Booth School of Business. Mr. Schriesheim was chosen to be on our board of directors because of his expertise in corporate finance and capital markets, as well as his particular knowledge in public company governance and board practices of other corporations. Jacqueline B. Kosecoff is a Managing Partner of Moriah Partners, where since March 2012, she has worked to identify, select, mentor and manage health services and IT companies. Dr. Kosecoff also has been a Senior Advisor at Warburg Pincus since March 2012. From 2002 to 2012, Dr. Kosecoff was a senior executive inside UnitedHealth Group-PacifiCare. Dr. Kosecoff joined UnitedHealth Group as part of its acquisition of PacifiCare Health Systems in 2005. At PacifiCare, Dr. Kosecoff served as Executive Vice President with responsibility for various business segments and, upon joining UnitedHealth Group, Dr. Kosecoff was appointed Chief Executive Officer of OptumRx (previously known as Prescription Solutions). Prior to joining UnitedHealth Group-PacifiCare, Dr. Kosecoff was founder and President of Protocare, a firm whose lines of business included the clinical development of drugs, devices, biopharmaceutical and nutritional products, and health services consulting. Dr. Kosecoff was also co-Founder and co-CEO of Value Health Sciences. Dr. Kosecoff served as Professor of Medicine and Public Health at the University of California, Los Angeles from 1975 to 2006. From July 2012 through February 2019, Dr. Kosecoff served on the board of directors of athenahealth, Inc. From May 2005 to May 2021, she served on the board of directors of Sealed Air Corporation. From September 2020 to June 2023 she also served on the board of directors of GoodRx, Inc. Currently, Dr. Kosecoff sits on the board of directors of these public companies; Alignment Healthcare, and TriNet Group, Inc. Dr. Kosecoff holds a B.A. from the University of California, Los Angeles, an M.S. in Applied Mathematics from Brown University, and a doctorate from University of California, Los Angeles. Dr. Kosecoff was appointed to serve on our board of directors because of her extensive experience in managing organizations and her experience serving on the boards of other public companies. Paul A. Zuber is an Operating Partner, North American Lead at HG Capital, a global equity firm focused on the software and technology-enabled services sectors and has served on our board of directors since 2018. Prior to joining HG Capital in July 2023, Mr. Zuber was an Operating Partner and a founder and head of the Technology Group at Thoma Bravo from 2011 to June 2023, Mr. Zuber was also the founding Chief Executive Officer of Dilithium Networks, a global provider of mobile video infrastructure solutions until Dilithium was acquired by OnMobile, a global leader in telecommunications services listed on the National Stock Exchange of India. Mr. Zuber was previously the Chief Executive Officer and co-founder of Bluegum Group, a $500 million full-service, electronics manufacturing services provider serving the Asia Pacific region, which was acquired in 2002 by Solectron, a global electronics manufacturing company. Prior to founding Bluegum Group in 1997, Mr. Zuber held a variety of senior management positions at Ready Systems, a leader in software development environments for microprocessor-based embedded systems. Ready Systems merged with Microtec, went public, and was later acquired by Mentor Graphics, a leader in electronic design automation software. Mr. Zuber began his career as a management consultant with Bain & Company, where he was a founding member of the team that became the private equity group Bain Capital and also performed strategy consulting for Fortune 500 technology companies. Mr. Zuber is a Phi Beta Kappa graduate of Stanford University, where he earned B.A. degrees with honors in both International Relations and Economics. Mr. Zuber also holds an M.B.A. from Stanford University Graduate School of Business. Mr. Zuber was chosen to serve on our board of directors because of his extensive experience in successfully creating, growing and managing global companies. Gillian B. Zucker is the Chief Executive Officer of Halo Sports & Entertainment, responsible for all business operations of the LA Clippers, San Diego Clippers, Intuit Dome and KIA Forum. She has served on our board of directors since 2019. Ms. Zucker is a sports entertainment industry veteran with more than 30 years of experience. Over the past several years, Ms. Zucker has led the development of the Intuit Dome, the Clippers’ new tech-forward 18,000-seat home arena in Inglewood, California, which opened in August, 2024. Prior to joining the Clippers in 2014, Ms. Zucker served in various roles at the International Speedway Corporation including President of Auto Club Speedway, the largest race track on the West Coast, from 2005 to 2014. Prior to her time at Auto Club Speedway, Ms. Zucker served as Daytona International Speedway’s Vice President of Business and Development. She also served on the International Speedway Corporation executive management team, with responsibilities that included overseeing the Chicagoland and Kansas Speedways. She joined International Speedway Corporation (NASDAQ: “ISCA”) in 1998. Before joining ISC, Ms. Zucker worked in Minor League Baseball, serving as Assistant General Manager of the Durham (NC) Bulls from 1995 to 1998. A graduate of Hamilton College, where she is a Trustee, Ms. Zucker also serves on the boards of the LA Chamber of Commerce, the Young Presidents Organization and acts as the Clippers’ NBA Alternate Governor. Ms. Zucker was chosen to serve on our board of directors because of her extensive experience in successfully leading and growing complex business organizations while driving strategic innovation and operational transformation.

  8. Executive Officers and Directors

    Ekpedeme “Pamay” M. Bassey is Chief Learning and Culture Officer for the Kraft Heinz Company. In this role, she creates an inclusive culture of continuous learning, bold creativity, and intellectual curiosity and drives the company’s global learning and development strategy and initiatives. She has served on our board of directors since 2020. Ms. Bassey has deep expertise in learning theories derived from artificial intelligence research and practical experience designing and developing highly rated learning solutions and transformative leadership development programs. Prior to joining Kraft Heinz in December 2018, Ms. Bassey served as the Global Head of Learning Platform and Professional Development for BlackRock. Before that, she was president of The Pamay Group, an e-learning design and strategy company. She began her career in Accenture’s Media Technologies Group. Ms. Bassey holds a B.S. in Symbolic Systems from Stanford University, with an artificial intelligence concentration, and an M.S. in Computer Science from Northwestern University. She serves on the Executive Committee of the Northwestern Alumni Association Board, on the M&G Etomi Foundation advisory board and is a life member of the Council on Foreign Relations. Ms. Bassey was chosen to serve on our board of directors because of her extensive experience successfully fostering and promoting human capital development, particularly in large complex public companies. Cyrus D. Walker is a Managing Director at Consello, a global advisory and investment firm focused on financial services and growth strategy. He has served on our board of directors since 2020. Prior to joining Consello in January 2025, Mr. Walker was a Principal at Discovery Land Company, a developer of world-renowned real estate properties both domestically and internationally. Since January 2022, Mr. Walker has also served as an Operating Partner at The Vistria Group, a Chicago-based private equity investment firm. Mr. Walker has served as a director of publicly traded APi Group since October 2019, of Flores & Associates since August 2022, of The Mather Group since January 2022, of Kendra Scott since May 2021, and of OneTeam Partners since January 2023. With a strong background in the insurance industry, Mr. Walker was the Founder and Chief Executive Officer of The Dibble Group, an insurance brokerage and consulting firm, from 2018 until 2022, and, prior to that, served as Co-Chief Executive Officer of Nemco Group, an insurance brokerage and consulting firm that was acquired by NFP Corp. He holds a Bachelor of Arts degree from Colorado College. Todd J. Carter is a Managing Director and Chairman of Global Technology at Houlihan Lokey and has served on our board of directors since May 2022. Previously, Mr. Carter was Co-CEO and Co-Founder of GCA Advisors, which was acquired by Houlihan Lokey in 2021. Additionally, he served as a board member and a member of executive management at GCA Corporation. Mr. Carter was also Chairman, President, and CEO of both Savvian and Perseus Group, predecessors of GCA Advisors. Before that, he was President of Robertson Stephens, a global investment banking and asset management firm, and served on the board of directors. Prior to his role as President, Mr. Carter held several positions at Robertson Stephens, including Head of Global Corporate and Investment Banking, Global Technology Investment Banking and Global Mergers & Acquisitions. Earlier in his career, Mr. Carter was employed by McKinsey & Company. Mr. Carter has served on a number of boards and is presently serving on the Board of Directors of Modivcare Inc. (Nasdaq: MODV), a technology-enabled healthcare services company. Mr. Carter graduated with a B.A. from the University of Texas and holds an MBA from Harvard Business School. Mr. Carter was chosen to be on our board of directors because of his decades of experience in investment banking as well as the leadership roles in which he has served in a number of organizations.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  10. Fiscal 2025 Outside Director Compensation

    Fiscal 2025 Outside Director Compensation In May 2024, our board of directors amended our Director Compensation Program to increase (i) the annual cash retainer to $100,000, (ii) the Annual Director Award (defined below) to $100,000, and (iii) the Committee Chair Award (defined below) to $50,000 for the chairperson of the Audit Committee, and $30,000 for the chairpersons of the Compensation Committee and the Nominating and Corporate Governance Committee. In reaching this decision, the board considered, among other things, market data obtained by WTW with respect to comparable public companies. These changes were effective for fiscal 2025 outside director compensation. The increase in the annual cash retainer resulted in the director stock ownership requirement being raised to $400,000 in fiscal 2025.

  11. Equity Compensation

    | Fiscal 2025 Outside Director Compensation | | | | | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | Total ($) | | Robert A. Schriesheim | 100,000 | 148,695 | 248,695 | | Jacqueline B. Kosecoff | 100,000 | 99,085 | 199,085 | | Paul A. Zuber | 100,000 | 99,085 | 199,085 | | Gillian B. Zucker | 100,000 | 128,851 | 228,851 | | Ekpedeme M. Bassey | 100,000 | 99,085 | 199,085 | | Cyrus D. Walker | 100,000 | 128,851 | 228,851 |

  12. Fiscal Year 2025 Compensation

    Fiscal Year 2025 Compensation Consistent with senior members of our financial staff, annual incentive compensation is the primary component 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 2025 total salary and incentive compensation for each NEO as outlined in the table below.

  13. Fiscal Year 2025 Compensation

    | Named Executive Officer | Salary Paid During FY25 ($) | FY25 Incentive Paid in Cash ($) | FY25 Incentive Paid in Time-Based Shares ($) | FY25 Incentive Paid in Performance-Based Shares ($) | FY25 Total Salary and Incentive Compensation ($) | | Scott J. Adelson | 500,000 | 8,250,000 | 1,750,000 | 500,000 | 11,000,000 | | Scott L. Beiser | 500,000 | 2,475,000 | 525,000 | 500,000 | 4,000,000 | | J. Lindsey Alley | 500,000 | 2,224,500 | 525,500 | 500,000 | 3,750,000 | | Irwin N. Gold | 500,000 | 1,650,000 | 350,000 | 500,000 | 3,000,000 | | P. Eric Siegert (1) | 450,000 | 10,007,000 | 3,843,000 | 500,000 | 14,800,000 | | Christopher M. Crain | 500,000 | 1,462,000 | 288,000 | 500,000 | 2,750,000 |

  14. 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 excessive perquisites | | Prohibit hedging of Company stock | No severance or change-in-control payments | | Consider performance on strategic initiatives that can impact the Company’s prospects when making individual compensation decisions | | | Engage an independent compensation consultant to provide market and other information to the Compensation Committee relevant to NEO compensation | |

  15. Key Compensation Practices

    How We Determine Executive Compensation The Compensation Committee reviews and approves all components of compensation for each executive officer and regularly reviews the performance of the CEO. The CEO reviews the performance of other executive officers and develops recommendations for each component of compensation to discuss with the Compensation Committee. For fiscal 2025, Mr. Beiser, an executive officer, provided information to the Compensation Committee to assist the committee in its deliberations in determining executive officer compensation and reviewing and recommending determinations regarding director compensation. Our Compensation Committee considered the following factors in determining the fiscal 2025 compensation of our named executive officers: •Financial and market performance of the Company, with a focus on overall revenue, earnings per share (EPS), net income, and total shareholder return (TSR), on both an absolute basis and relative to the performance of peer firms •Strategic performance against key initiatives •Risk management of the Company in achieving its financial, market-based, and strategic results •Individual performance •Internal pay positioning •Peer group compensation The Compensation Committee has the authority to retain a compensation consultant and to approve the consultant’s fees and all other terms of its engagement. For fiscal 2025, the Company retained WTW as the Committee’s compensation consultant. WTW provided to the Compensation Committee data with respect to compensation paid to executive officers of public reporting firms in our industry, including with respect to base salaries and incentive compensation in the forms of cash and equity, and paid currently and deferred on a long-term basis. For fiscal 2025, WTW looked at two sets of firms: a “boutique” peer group comprised of Evercore, Lazard, Moelis & Company, Perella Weinberg Partners, and Piper Sandler; and a “bulge bracket” peer group comprised of Barclays, Citigroup, Bank of America, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Morgan Stanley, and UBS. This data was not the sole determining factor in executive compensation decisions; rather, as described above, it was one of many factors taken into account by the Compensation Committee as part of its determinations. While the Compensation Committee does not target any specific pay percentile for our executive officers, the data is used as a reference point in assessing the competitiveness of our executive compensation program. Pursuant to SEC rules, the Compensation Committee conducted a conflicts of interest assessment and determined that there is no conflict of interest resulting from WTW’s work for the Committee. Additionally, while the Compensation Committee considered third-party survey information to understand competitive compensation practices and levels, the Committee did not benchmark to a specific level when referencing this information.

  16. Annual Incentive Compensation

    Annual Incentive Compensation For fiscal 2025, the Compensation Committee established a performance-based bonus program pursuant to which our executive officers, including our named executive officers, were eligible to earn awards based on our achievement during fiscal 2025 of revenue equal to or exceeding certain thresholds based on the average revenue of the Company in fiscal 2022, 2023 and 2024 ($2.00 billion) (“Three Year Average Revenue”), as follows: •If the Company earned fiscal 2025 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 2025. •If the Company earned fiscal 2025 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 2025. •If the Company earned fiscal 2025 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 2025. •If the Company earned fiscal 2025 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 2025. •If the Company earned fiscal 2025 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 2025. Our actual revenue for fiscal 2025 was $2.39 billion; therefore, the maximum bonus pool established was 4.0% of such amount or $95,576,640. 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 officer played a significant role in the Company’s strong financial performance during fiscal 2025. In particular, the Committee noted that the executive team led the Company to the highest annual revenue in the Company’s history and successfully completed the integration of 7 Mile Advisors, Triago, Waller Helms Advisors, and Prytania Solutions. As CEO, Mr. Adelson led the Company to its highest annual revenue. In addition to overseeing the successful integration of 7 Mile Advisors and Triago, and the acquisitions of Waller Helms and Prytania Solutions, he was instrumental in managing the growth of our corporate departments (e.g., Finance and Accounting, Information Technology, Legal and Compliance, Marketing, Data & Analytics, 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 2025. Mr. Beiser spearheaded special projects including identifying and implementing tax strategies for the firm and providing oversight of our Project Solo initiative to improve organizational structure efficiency. Mr. Alley continued to successfully oversee the upgrade of the tax and financial reporting systems of the Company. Mr. Gold successfully developed and managed numerous strategic relationships on behalf of the Company, many of which were important to the Company achieving its highest annual revenue. In addition to his role as Co-Head of Financial Restructuring, Mr. Siegert brought to bear his decades of experience advising companies in various industries and sectors. Mr. Crain led the firm’s efforts to comply with increasingly complex legal and regulatory regimes in the jurisdictions in which the Company operates. The Committee then applied its judgment in determining the incentive awards paid to each NEO under the fiscal 2025 executive officer bonus program. The Compensation Committee approved the payment of the aggregate awards in cash and both time-vesting and performance vesting restricted shares of our Class B common stock, as follows:

  17. Annual Incentive Compensation

    | Named Executive Officer | Aggregate FY2025 Bonus Program Award ($) | Cash Portion of FY2025 Bonus Program Award ($) | Time-Based Equity Portion of FY2025 Bonus Program Award ($) | Performance-Based Equity Portion of FY2025 Bonus Program Award ($) | | Scott J. Adelson | 10,500,000 | 8,250,000 | 1,750,000 | 500,000 | | Scott L. Beiser | 3,500,000 | 2,475,000 | 525,000 | 500,000 | | J. Lindsey Alley | 3,250,000 | 2,224,500 | 525,500 | 500,000 | | Irwin N. Gold | 2,500,000 | 1,650,000 | 350,000 | 500,000 | | P. Eric Siegert | 14,350,000 | 10,007,000 | 3,843,000 | 500,000 | | Christopher M. Crain | 2,250,000 | 1,462,000 | 288,000 | 500,000 |

  18. Annual Incentive Compensation

    The time-vesting restricted shares of our Class B common stock awarded under our fiscal 2025 executive officer bonus program were granted in May 2025 and will vest in four equal installments on May 15 of each of 2026, 2027, 2028, and 2029, subject to continued employment. The performance-vesting restricted shares of our Class B common stock (“PSAs”) awarded under our fiscal 2025 executive officer bonus program vest in four equal installments on May 15 of each of 2026, 2027, 2028, and 2029, contingent upon: •the applicable named executive officer being employed in good standing on such vesting date; and •the Company’s attainment of a 7% annual compound growth in total revenue above the fiscal year 2025 base year revenue, as reported in its Consolidated Statements of Comprehensive Income in the Annual Report on Form 10-K for the applicable fiscal year. The number of shares subject to each award was determined by dividing the applicable equity award amount by the average closing price of the Company’s Class A common stock as traded on the New York Stock Exchange for the 10-consecutive trading day period occurring immediately after (and excluding) the Company publicly announced its earnings for fiscal 2025, which occurred on May 7, 2025.

  19. Restricted Stock Awards and PSAs Granted in Fiscal Year 2025 for 2024 Performance

    Restricted Stock Awards and PSAs Granted in Fiscal Year 2025 for 2024 Performance The total number of shares of time-vesting restricted Class B common stock that was awarded to each named executive officer in fiscal 2025, as well as the corresponding grant-date value, is set forth in the following table. These awards were granted during fiscal 2025 under our fiscal 2024 performance-based bonus program. As such, in accordance with SEC rules, the value of these awards for Messrs. Adelson, Beiser, Alley and Gold (who were named executive officers for fiscal 2024) is disclosed under the heading “Non-Equity Incentive Compensation” (and the related footnote) for fiscal 2024 in the Summary Compensation Table.

  20. Restricted Stock Awards and PSAs Granted in Fiscal Year 2025 for 2024 Performance

    | Named Executive Officer | Time-Based Restricted Stock Awards Granted in Fiscal 2025 (#) | Grant-Date Fair Value of Time-Based Restricted Stock Awards Granted in Fiscal 2025 ($) | PSAs Granted in Fiscal 2025 (#) | Grant-Date Fair Value of PSAs Granted in Fiscal 2025 ($) | | Scott J. Adelson | 6,701 | 898,470 | 3,697 | 495,694 | | Scott L. Beiser | 7,765 | 1,041,131 | 3,697 | 495,694 | | J. Lindsey Alley | 3,146 | 421,816 | 1,848 | 247,780 | | Irwin N. Gold | 5,176 | 693,998 | 3,697 | 495,694 | | P. Eric Siegert | 33,833 | 4,536,329 | — | — | | Christopher M. Crain | 1,908 | 255,825 | 1,848 | 247,780 |

  21. Restricted Stock Awards and PSAs Granted in Fiscal Year 2025 for 2024 Performance

    The time-vesting restricted shares of our Class B common stock awarded under our fiscal 2024 bonus program vest in four equal installments on May 15 of each of 2025, 2026, 2027 and 2028, subject to continued employment. The PSAs vest in four equal installments on May 15 of each of 2025, 2026, 2027 and 2028, contingent upon: •the applicable named executive officer being employed in good standing on such vesting date; and •the Company’s attainment of a 7% annual compound growth in total revenue above the fiscal year 2024 base year revenue, as reported in its Consolidated Statements of Comprehensive Income in the Annual Report on Form 10-K for the applicable fiscal year. The number of shares subject to each award was determined by dividing the applicable value by the average closing price of the Company’s Class A common stock as traded on the New York Stock Exchange for the 10-consecutive trading day period occurring immediately after (and excluding) the date the Company publicly announced its earnings for fiscal 2024, which occurred on May 8, 2024. Because these awards were granted in fiscal 2025, they appear in the Grants of Plan-Based Awards in Fiscal 2025 Table below.

  22. Other Compensation Program Features

    Other Compensation Program Features We provide customary employee benefits to our full and eligible part-time employees in the United States, including our named executive officers. These include medical and dental benefits, short term and long-term disability insurance, accidental death and dismemberment insurance and life insurance. We also maintain a 401(k) retirement savings plan for our employees in the United States, including our named executive officers. Eligible employees may defer a portion of their compensation, within prescribed tax code limits, on a pretax basis through contributions to the 401(k) plan. We did not make any matching contributions under our 401(k) plan to our named executive officers’ 401(k) accounts during fiscal 2025. We also may provide limited perquisites to our named executive officers to facilitate performance and to ensure a competitive total compensation package. Perquisites may include stipends for travel expenses (and related tax equalization payments). In May 2022, we adopted an Executive Officer Transition Program (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. Pursuant to the terms of the Transition Program, subject to specified conditions, the Company and the executive officer will enter into a new employment agreement (the “Transition Employment Agreement”) covering this limited role. The terms of the Transition Employment Agreement generally will provide an employment term of not less than four years to be effective on the executive officer’s resignation from his or her executive officer position (the “Transition Date”), and is expected to provide the following payments and benefits: i. an annual salary of $250,000 per year ($200,000 per year for an executive officer departing from the position of Chief Financial Officer or General Counsel); ii. continued vesting of the executive officer’s unvested Company equity awards outstanding at the time of the Transition Date; and iii. participation in the Company’s employee benefit plans on the same terms as the Company’s managing directors in the jurisdiction in which the executive officer is employed. Pursuant to the terms of the Transition Employment Agreement, the executive officer will be subject to a non-compete covenant during the employment term. If, subsequent to the transition, the executive officer’s employment is terminated due to such executive officer’s death or disability or by the Company without cause, (A) outstanding Company equity awards will vest in full; and (B) if applicable, the Company will pay the executive officer’s COBRA premiums for the lesser of 18 months and the remainder of the four-year term measured from the Transition Date. The executive officer’s right to receive the foregoing benefits and payments will be contingent upon the executive officer’s execution and non-revocation of a general release of claims in favor of the Company.

  23. Policies

    Policies Effective as of October 2, 2023, we adopted the Policy for Recovery of Erroneously Awarded Compensation, which is intended to comply with the NYSE listing standards adopted pursuant to Rule 10D-1 under the Exchange Act. Under this policy, if the Company is required to prepare an accounting restatement due to any material noncompliance with financial reporting requirements under applicable securities laws, we will be required to recover from current and former executive officers any incentive-based compensation that was erroneously paid or provided to the executive officers during the three years preceding the date that the Company is required to prepare such restatement, unless the Compensation Committee determines that recovery would be impracticable. If recovery is triggered, we are required to recover the excess of the amount of incentive-based compensation actually received by the executive officer over the amount of incentive-based compensation that he or she would have received had payment been determined based on the restated financial measure. We have adopted an insider trading policy which governs the purchase, sale and/or other disposition of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards. Our insider trading policy prohibits the Company’s directors, executive officers and other covered personnel from hedging their ownership of Company stock, including trading in publicly traded options, puts, calls, or other derivative instruments related to Company securities. Our insider trading policy also prohibits the Company’s directors, executive officers, employees and other covered personnel from purchasing Company securities on margin and pledging Company securities as collateral for a loan. A copy of this policy has been filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2025. The Company does not grant (and does not currently have any outstanding) stock options, stock appreciation rights or any similar awards with "option-like" features and therefore has not adopted a policy regarding the timing of any such awards in connection with the disclosure of material non-public information of the Company. However, as a general matter, the Company does not grant equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information for the purpose of affecting the value of executive compensation.

  24. 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, 2023, March 31, 2024 and March 31, 2025.

  25. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Compensation ($) (1) | All Other Compensation ($) | Total ($) | | Scott J. Adelson | 2025 | 500,000 | 10,500,000 | 329,033 (2) | 11,329,033 | | Chief Executive Officer | 2024 | 500,000 | 4,500,000 | — | 5,000,000 | | | 2023 | 500,000 | 6,900,000 | — | 7,400,000 | | Scott L. Beiser | 2025 | 500,000 | 3,500,000 | — | 4,000,000 | | Co-Chairman (former Chief Executive Officer) | 2024 | 500,000 | 6,500,000 | — | 7,000,000 | | | 2023 | 500,000 | 6,500,000 | — | 7,000,000 | | J. Lindsey Alley | 2025 | 500,000 | 3,250,000 | — | 3,750,000 | | Chief Financial Officer | 2024 | 400,000 | 2,600,000 | — | 3,000,000 | | | 2023 | 400,000 | 2,300,000 | — | 2,700,000 | | Irwin N. Gold | 2025 | 500,000 | 2,500,000 | 209,631 (2) | 3,209,631 | | Executive Chairman | 2024 | 500,000 | 4,500,000 | — | 5,000,000 | | | 2023 | 500,000 | 4,500,000 | — | 5,000,000 | | P. Eric Siegert (3) | 2025 | 450,000 | 14,350,000 | — | 14,800,000 | | Co-Chairman | | | | | | | Christopher M. Crain (3) | 2025 | 500,000 | 2,250,000 | — | 2,750,000 | | General Counsel and Secretary | | | | | |

  26. Summary Compensation Table

    (1)Amounts in this column for fiscal 2025 constitute the amount of the annual incentive compensation determined by the Compensation Committee for each named executive officer pursuant to our fiscal 2025 executive officer bonus program, and includes (i) the value of cash bonuses awarded with respect to the fiscal 2025 bonus program (a portion of which was paid on May 15, 2025 and a portion of which is scheduled to be paid on November 30, 2025), (ii) the dollar-denominated value of restricted stock awards granted on May 22, 2025 and (iii) the dollar-denominated value of PSAs granted on May 22, 2025. The total value of the cash bonus awards to Messrs. Adelson, Beiser, Alley, Gold, Siegert, and Crain with respect to the fiscal 2025 bonus program was $8,250,000, $2,475,000, $2,224,500, $1,650,000, $10,007,000, and $1,462,000, respectively. Of these amounts, a portion ($2,288,000, $678,000, $620,500, $448,000, $3,173,500, and $390,500, to Messrs. Adelson, Beiser, Alley, Gold, Siegert, and Crain, respectively) is expected to be paid on November 30, 2025, subject to the applicable named executive officer being employed in good standing on such date. The number of shares of restricted stock under the time-based awards issued to Messrs. Adelson, Beiser, Alley, Gold, Siegert, and Crain on May 22, 2025 with respect to the fiscal 2025 bonus program was 9,864, 2,959, 2,962, 1,972, 21,661, and 1,623 shares, respectively, which have a dollar-denominated value of approximately $1,750,000, $525,000, $525,500, $350,000, $3,843,000, and $288,000 respectively, and grant date fair values of approximately $1,707,853, $512,321, $512,841, $341,432, $3,750,386, and $281,006, respectively. These time-based awards under our fiscal 2025 bonus program were paid in shares of common stock subject to vesting over four years in equal installments in May of each of 2026 - 2029. The number of shares issued pursuant to PSAs to each of Messrs. Adelson, Beiser, Alley, Gold, Siegert and Crain on May 22, 2025 with respect to the fiscal 2025 bonus program was 2,818 shares, which have a dollar-denominated value of approximately $500,000, and a grant date fair value of approximately $487,909. The PSAs awarded under our fiscal 2025 executive officer bonus program will vest over four years in equal installments contingent upon the applicable named executive officer being employed in good standing on such vesting date and the Company attaining an annual compound growth goal in total revenue for the applicable fiscal year (2026 - 2029) compared to the base of fiscal year 2025 revenue as reported on the Form 10-K. The number of shares was determined by dividing the applicable value by the average closing price of the Company’s Class A common stock as traded on the New York Stock Exchange for the 10-consecutive trading day period occurring immediately after (and excluding) the date the Company publicly announced its earnings for fiscal 2025, which occurred on May 7, 2025. Amounts in this column for fiscal 2024 constitute the amount of the annual incentive compensation determined by the Compensation Committee for Messrs. Adelson, Beiser, Gold and Alley pursuant to our fiscal 2024 executive officer bonus program, and have been updated to include the dollar-denominated value of PSAs granted on May 23, 2024 pursuant to that program. The number of shares of PSAs issued to Messrs. Adelson, Beiser, Alley, and Gold with respect to the fiscal 2024 bonus program was 3,697, 3,697, 1,848, and 3,697 shares, respectively, which have a dollar-denominated value of approximately $500,000, $500,000, $250,000 and $500,000, respectively, and a grant date fair value of approximately $495,694, $495,694, $247,780, and $495,694, respectively. This portion of awards under our fiscal 2024 executive officer bonus program will vest over four years in equal installments contingent upon the applicable named executive officer being employed in good standing on such vesting date and the Company attaining an annual compound growth goal in total revenue for the applicable fiscal year (2025 – 2028) compared to the base of fiscal year 2024 revenue as reported on the Form 10-K. The number of shares was determined by dividing the applicable value by the average closing price of the Company’s Class A common stock as traded on the New York Stock Exchange for the 10-consecutive trading day period occurring immediately after (and excluding) the date the Company publicly announced its earnings for fiscal 2024, which occurred on May 8, 2024. (2)Amounts represent travel stipends for Messrs. Adelson and Gold of $154,058 and $97,848, and related tax gross-ups equal to $174,975 and $111,783, respectively. (3)Messrs. Siegert and Crain were not named executive officers in fiscal 2023 or fiscal 2024.

  27. Grants of Plan-Based Awards in Fiscal 2025 Table

    Grants of Plan-Based Awards in Fiscal 2025 Table The following table sets forth information regarding maximum and actual grants of plan-based awards made to our named executive officers during fiscal 2025:

  28. Grants of Plan-Based Awards in Fiscal 2025 Table

    | Name | Grant Date | Estimated Possible Payouts under Non-Equity Incentive Plan Awards (1) | | | Estimated Possible Payouts under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock (#) (2) | Grant Date Fair Value of Stock Awards ($) (4) | | | | Threshold (#) | Target (#) | Maximum (#) | Threshold (#) | Target (#) (3) | Maximum (#) | | | | Scott J. Adelson | May 23, 2024 | — | — | — | — | — | — | 6,701 | 898,470 | | | May 23, 2024 | — | — | — | | 3,697 | | — | 495,694 | | Scott L. Beiser | May 23, 2024 | — | — | — | — | — | — | 7,765 | 1,041,131 | | | May 23, 2024 | — | — | — | | 3,697 | | — | 495,694 | | J. Lindsey Alley | May 23, 2024 | — | — | — | — | — | — | 3,146 | 421,816 | | | May 23, 2024 | — | — | — | | 1,848 | | — | 247,780 | | Irwin N. Gold | May 23, 2024 | — | — | — | — | — | — | 5,176 | 693,998 | | | May 23, 2024 | — | — | — | | 3,697 | | — | 495,694 | | P. Eric Siegert | May 23, 2024 | — | — | — | — | — | — | 33,833 | 4,536,329 | | Christopher M. Crain | May 23, 2024 | — | — | — | — | — | — | 1,908 | 255,825 | | | May 23, 2024 | — | — | — | | 1,848 | | — | 247,780 |

  29. Grants of Plan-Based Awards in Fiscal 2025 Table

    (1)For fiscal 2025, the Compensation Committee established a performance-based bonus program pursuant to which our executive officers were eligible to earn awards based on our achievement during fiscal 2025 of revenue equal to or exceeding certain percentages of the average revenue of the Company in fiscal 2022, 2023, and 2024 ($2.00 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 2025. Our actual revenue for fiscal 2025 was $2.39 billion; therefore, the maximum bonus pool established was $95,576,640. Under our 2025 executive officer bonus program, there was no individual threshold, target, or maximum for any individual executive officer under this program. The amount of the performance-based bonuses actually made to each NEO for fiscal 2025 are presented under the heading “Non-Equity Incentive Compensation” for fiscal 2025 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 2025 with respect to fiscal 2024 performance pursuant to our fiscal 2024 executive officer bonus program. As such, in accordance with SEC rules, the value of these awards for Messrs. Adelson, Beiser, Alley, and Gold (who were named executive officers for fiscal 2024) is disclosed under the heading “Non-Equity Incentive Compensation” (and the related footnote) for fiscal 2024 in the Summary Compensation Table. The PSAs are subject to vesting over four years in equal installments on May 15 of each of 2025 - 2028, contingent upon: (a) applicable named executive officer being employed in good standing on such vesting date; and (b) the Company attaining a 7% annual compound growth in total revenue above the fiscal year 2024 base year revenue, as reported in its Consolidated Statements of Comprehensive Income in the Annual Report on Form 10-K for the applicable fiscal year. The time-based restricted stock awards are subject to vesting over four years in equal installments in May of each of 2025 – 2028. (3)Because one-quarter of the PSAs is earned or not earned based on the revenue result for the applicable fiscal year and there is no ability to earn more or less, there are no thresholds or maximums for the PSAs. (4)The amounts reported represent the aggregate grant date fair value of the restricted stock awards and PSAs awarded to our named executive officers in fiscal 2025, calculated in accordance with ASC Topic 718. The ASC Topic 718 grant date fair value of the restricted stock awards and PSAs was determined based on the closing price of our common stock on the grant date and with respect to both the restricted stock awards and PSAs assuming the applicable condition with respect to such vesting date is satisfied. The grant date fair value for the PSAs is therefore based on the maximum performance level. The amounts reported in this column reflect the accounting cost for the restricted stock awards and PSAs and do not necessarily correspond to the actual economic value that may be received by our named executive officers upon settlement of such restricted stock awards and PSAs. 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.

  30. 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, 2025.

  31. 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 ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Scott J. Adelson | May 26, 2021 | 9,695 (2) | 1,565,743 | — | — | | | May 27, 2022 | 25,252 (3) | 4,078,198 | — | — | | | May 24, 2023 | 10,195 (4) | 1,646,493 | — | — | | | May 23, 2024 | 6,701 (5) | 1,082,212 | — | — | | | May 23, 2024 | 924 (6) | 149,226 | 2,773 | 447,840 | | Scott L. Beiser | May 26, 2021 | 4,571 (2) | 738,217 | — | — | | | May 27, 2022 | 10,504(3) | 1,696,396 | — | — | | | May 24, 2023 | 9,604 (4) | 1,551,046 | — | — | | | May 23, 2024 | 7,765 (5) | 1,254,048 | — | — | | | May 23, 2024 | 924 (6) | 149,226 | 2,773 | 447,840 | | J. Lindsey Alley | May 26, 2021 | 712 (2) | 114,988 | — | — | | | May 27, 2022 | 3,996 (3) | 645,354 | — | — | | | May 24, 2023 | 3,487 (4) | 563,151 | — | — | | | May 23, 2024 | 3,146 (5) | 508,079 | — | — | | | May 23, 2024 | 462 (6) | 74,613 | 1,386 | 223,839 | | Irwin N. Gold | May 26, 2021 | 5,640 (2) | 910,860 | — | — | | | May 27, 2022 | 6,882 (3) | 1,111,443 | — | — | | | May 24, 2023 | 6,649 (4) | 1,073,814 | — | — | | | May 23, 2024 | 5,176 (5) | 835,924 | — | — | | | May 23, 2024 | 924 (6) | 149,226 | 2,773 | 447,840 | | P. Eric Siegert | May 26, 2021 | 16,450 (2) | 2,656,675 | — | — | | | May 27, 2022 | 10,724 (3) | 1,731,926 | — | — | | | May 24, 2023 | 11,518 (4) | 1,860,157 | — | — | | | May 23, 2024 | 33,833 (5) | 5,464,030 | — | — | | Christopher M. Crain | May 26, 2021 | 460 (2) | 74,290 | — | — | | | May 27, 2022 | 2,710 (3) | 437,665 | — | — | | | May 24, 2023 | 2,178 (4) | 351,747 | — | — | | | May 23, 2024 | 1,908 (5) | 308,142 | — | — | | | May 23, 2024 | 462 (6) | 74,613 | 1,386 | 223,839 |

  32. Outstanding Equity Awards at Fiscal Year‑End

    (1)The market value of shares of stock that were not vested as of March 31, 2025 is calculated based on the closing price per share of our Class A common stock as of March 31, 2025 ($161.50). (2)The remaining unvested shares outstanding under this restricted stock award as of March 31, 2025 vested on May 15, 2025. (3)One-half of the shares outstanding under this restricted stock award as of March 31, 2025 vested on May 15, 2025 and one-half are scheduled to vest on May 15, 2026. (4)One-third of the shares outstanding under this restricted stock award as of March 31, 2025 vested on May 15, 2025, one-third are scheduled to vest on May 15, 2026, and one-third are scheduled to vest on May 15, 2027. (5)One-quarter of the shares outstanding under this restricted stock award as of March 31, 2025 vested on May 15, 2025, one-quarter are scheduled to vest on May 15, 2026, one-quarter are scheduled to vest on May 15, 2027, and one-quarter are scheduled to vest on May 15, 2028. (6)Represents earned shares outstanding under the PSA as of March 31, 2025, which vested on May 15, 2025. (7)Assuming the performance conditions corresponding to each respective vesting date are satisfied, one-third of the shares outstanding under this PSA are expected to vest on May 15, 2026, one-third are expected to vest on May 15, 2027, and one-third are expected to vest on May 15, 2028.

  33. Fiscal 2025 Option Exercises and Stock Vested

    Fiscal 2025 Option Exercises and Stock Vested The following table summarizes the vesting of stock awards held by our named executive officers during fiscal 2025. None of the named executive officers held any options during fiscal 2025:

  34. Fiscal 2025 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Scott J. Adelson | 30,320 | 4,127,462 | | Scott L. Beiser | 16,498 | 2,245,873 | | J. Lindsey Alley | 4,532 | 616,941 | | Irwin N. Gold | 13,392 | 1,823,053 | | P. Eric Siegert | 32,951 | 4,485,620 | | Christopher M. Crain | 2,987 | 406,620 |

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

    Summary of Potential Payments Upon Termination or Change in Control As described above under “Overview of Compensation Components—Other Compensation Program Features,” 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. We otherwise do not provide for any payments upon termination or change in control.

  36. 2025 CEO PAY RATIO

    2025 CEO PAY RATIO In accordance with applicable SEC rules, we are providing the ratio of the total annual compensation of Mr. Adelson, who served as our CEO since June 10, 2024, to that of our median compensated employee for fiscal 2025. Because Mr. Adelson’s compensation did not change materially due to his promotion, we did not annualize his compensation as CEO. As set forth in the Summary Compensation Table, Mr. Adelson’s annual compensation for fiscal 2025 was $11,329,033. The total annual compensation of the employee identified as our median compensated employee (excluding our CEO) for fiscal 2025 was $208,000. The ratio of Mr. Adelson’s total compensation for fiscal 2025 to the total compensation of our median compensated employee was approximately 54 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. Adelson as of December 31, 2024. 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. After identifying the median compensated employee from this ranking who was employed with the Company as of March 31, 2025, we calculated annual total compensation for such employee during fiscal 2025 using the same methodology we use for our CEO as set forth in the Summary Compensation Table above. 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 his or her annual total compensation allow companies to use 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 we report above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions to calculate 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 and the Compensation Committee does not consider this in any of its deliberations.

  37. 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 the individuals who served as our Principal Executive Officer (“PEO”) and non-PEO named executive officers during fiscal years 2021 through 2025, as calculated in accordance Item 402(v) of Regulation S-K and various measures of the Company’s financial performance. On June 10, 2024, Scott J. Adelson succeeded Scott L. Beiser as our PEO.

  38. PAY VERSUS PERFORMANCE

    | Fiscal 2025 Pay Versus Performance Table | | | | | | | | | | | | Fiscal Year | SCT Total for Scott J. Adelson ($)(1)(3) | CAP to Scott J. Adelson ($)(1)(6) | SCT Total for Scott L. Beiser ($)(2)(3) | CAP to Scott L. Beiser ($)(2)(6) | Average SCT Total for Non-PEO Named Executive Officers ($)(4) | Average CAP to Non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based on | | Net Income ($) (in millions) | Revenue ($) (in millions) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2025 | 11,329,033 | 13,346,713 | 4,000,000 | 5,254,273 | 6,127,408 | 7,167,023 | 314 | 264 | 400 | 2,389 | | 2024 | — | — | 7,000,000 | 8,686,625 | 3,869,667 | 5,300,808 | 250 | 220 | 280 | 1,914 | | 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 |

  39. PAY VERSUS PERFORMANCE

    (1)Scott J. Adelson became the Chief Executive Officer of the Company on June 10, 2024, and was the PEO of the Company from June 10, 2024 through the remainder of fiscal 2025. (2)Scott L. Beiser served as the Company’s Chief Executive Officer from 2003 to 2024, including all of fiscal 2024, and was the PEO of the Company during fiscal years 2021 through 2024. Mr. Beiser continued in his role of CEO - and thus as PEO - through June 10, 2024, and thereafter has remained an executive officer of the Company as Co-Chairman. (3)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 non-PEO named executive officers that year. (4)The non-PEO named executive officers during fiscal years 2021 through 2024 were Messrs. Alley, Gold, Adelson and Preiser. The non-PEO named executive officers during fiscal 2025 were Messrs. Alley, Gold, Siegert, and Crain. (5)For the relevant fiscal year, represents the cumulative TSR of the S&P 500 Financials Index (the “Peer Group TSR”) as compared to April 1, 2020. (6)Compensation actually paid to our named executive officers represents the "Total" compensation reported in the SCT for the applicable fiscal year, adjusted as set forth in the following table. As described above, awards under our annual bonus program are paid, in part, in the form of time vesting and performance vesting restricted stock that is granted in the fiscal year following the applicable performance year. The time vesting restricted shares vest over a four-year period following the grant date and the performance-vesting restricted shares are subject to vesting over four years in equal installments contingent upon the applicable named executive officer being employed in good standing on such vesting date and the Company attaining an annual compound growth goal in total revenue for the applicable fiscal year compared to the base of the fiscal year revenue as reported on the Form 10-K for the fiscal year immediately preceding 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 SCT 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.

  40. 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) | | Scott J. Adelson | | | | | | | | 2025 | 11,329,033 | (2,250,000) | 2,250,000 | 1,776,939 | 240,741 | 13,346,713 | | Scott L. Beiser | | | | | | | | 2025 | 4,000,000 | (1,025,000) | 1,025,000 | 1,123,279 | 130,994 | 5,254,273 | | 2024 | 7,000,000 | (1,550,000) | 1,550,000 | 1,658,694 | 27,931 | 8,686,625 | | 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 | | Non-PEO Named Executive Officers (Average) | | | | | | | | 2025 | 6,127,408 | (1,751,625) | 1,751,625 | 932,699 | 106,916 | 7,167,023 | | 2024 | 3,869,667 | (903,563) | 903,563 | 1,405,485 | 25,656 | 5,300,808 | | 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 |

  41. 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 that were not already reflected in the fair value of the corresponding dividend yielding awards received; 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.

  42. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  43. Relationship Between Financial Performance Measures

    Relationship Between Financial Performance Measures The graphs below compare the compensation actually paid to our PEOs 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, 2023, 2024 and 2025 fiscal years. Compensation Actually Paid versus Total Shareholder Return The TSR amounts reported in the graph below assume an initial fixed investment of $100 on April 1, 2020, and that all dividends, if any, were reinvested.

  44. 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 2025 fiscal year.

  45. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table sets forth information, as of March 31, 2025, concerning compensation plans under which our equity securities are authorized for issuance.

  46. 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) | 739,500 (2) | — | 4,970,718 (3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 739,500 | — | 4,970,718 |

  47. Equity Compensation Plan Information

    (1)Consists of the Houlihan Lokey, Inc. Amended and Restated 2016 Incentive Award Plan, as amended (“2016 Plan”). On October 24, 2024, our board of directors approved an amendment (the “Amendment”) to the 2016 Incentive Plan reducing the number of shares of common stock available for issuance under the 2016 Incentive Plan. Under the Amendment, the aggregate number of shares of common stock available for issuance under awards granted pursuant to the 2016 Incentive Plan on or after October 24, 2024 was equal to 8.0 million. Also pursuant to the 2016 Plan, the number of shares available for issuance increased on April 1, 2025 by 4,231,218. (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, 2025, 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, 2025. 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.