DEF 14A of Hamilton Lane INC, Jul 25, 2024

DEF 14A of Hamilton Lane INC

Filed Jul 25, 2024 · FY20240001433642-24-000075

Open on EDGAR

  1. How do I recommend a director nominee?

    How do I recommend a director nominee? If you wish to nominate an individual for election as director at the 2025 annual meeting of stockholders, we must receive your written nomination on or after May 8, 2025, but no later than June 7, 2025. You should send your proposal to: Hamilton Lane Incorporated, 110 Washington Street, Suite 1300, Conshohocken, PA 19428, Attention: Secretary. As detailed in our Bylaws, for a director nomination to be properly brought before an annual meeting, your notice of nomination must include: (i) the name, age, business address and residence address of each proposed nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of our capital stock owned of record and beneficially by each nominee (if any), (iv) such other information concerning each nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of the nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, (v) the consent of the nominee to being named in the proxy statement as a nominee and to serving as a director if elected and (vi) certain information as specified in Section 1.12(b)(vi) of our Bylaws regarding the proposing stockholder and the beneficial owner, if any, on whose behalf the nomination is made. Notwithstanding anything in Section 1.12(a) of our Bylaws to the contrary, in the event that the number of directors to be elected to the board of directors at the annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 1.12(a) and there is no public announcement by us naming the nominees for the additional directorships at least 100 days before the first anniversary of the preceding year’s annual meeting, the proposing stockholder’s notice required by Section 1.12 of the Bylaws will also be considered timely, but only with respect to nominees for the additional directorships, if it is delivered to the Secretary at our principal executive offices no later than the close of business on the tenth day following the day on which we first make the public announcement. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than July 7, 2025. In addition, any stockholder who intends to solicit proxies in support of director nominees other than the Company’s nominees and who has delivered a notice pursuant to Section 1.12(b) of our Bylaws, shall promptly certify to the Company, and notify the Company in writing, that it has complied with or will comply with all the requirements of Rule 14a-19 under the Exchange Act (including for the avoidance of doubt, the requirement that such stockholder has solicited the holders of shares representing at least 67% of the voting power of the shares entitled to vote on the election of directors), and upon request of the Company, shall, not later than five business days prior to the date of the applicable meeting of stockholders, deliver to the Company reasonable evidence of such compliance. The Company may disregard any nomination that fails to comply with Rule 14a-19 under the Exchange Act. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white.

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Amended and Restated Certificate of Incorporation provides that the number of directors to hold office at any time may be determined from time to time by resolution of our board of directors. Our board of directors has set the size of the board at nine members, four of whom, Messrs. Rogers, Giannini, Hirsch and Sexton, have served since we became a public company in March 2017. With respect to the remaining directors, Mr. Berkman and Ms. Varon have each served on our board since May 2017, Dr. Graves has served on our board since March 2021, and Mr. Delgado-Moreira has served on our board since January 2024. There is one vacancy, which our board has designated to be filled by an independent director. Our board is divided into three classes, designated as Class I, Class II and Class III. Directors in each class are elected for a three-year term and serve until a successor is duly elected and qualified or until his or her earlier death, resignation, removal, retirement or disqualification. There is no limit on the number of terms a director may serve. The table below sets forth information with respect to our directors as of July 10, 2024:

  3. ELECTION OF DIRECTORS

    | Name | Age | | Class I Directors - Term Expiring at the 2026 Annual Meeting | | | David J. Berkman | 62 | | Juan Delgado-Moreira | 53 | | O. Griffith Sexton | 80 | | Class II Directors - Term Expiring at the 2024 Annual Meeting | | | R. Vann Graves | 55 | | Erik R. Hirsch | 51 | | Leslie F. Varon | 67 | | Class III Directors - Term Expiring at the 2025 Annual Meeting | | | Hartley R. Rogers | 64 | | Mario L. Giannini | 71 |

  4. ELECTION OF DIRECTORS

    The terms of our three Class II directors expire at the 2024 Annual Meeting. At the direction of HLAI, our board of directors has nominated Dr. Graves, Mr. Hirsch and Ms. Varon for election as Class II directors. Biographical information for each director and director nominee is contained below. If elected at the Annual Meeting, each of these nominees will serve for a three-year term expiring at the 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. Dr. Graves, Mr. Hirsch and Ms. Varon have agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee is unable to serve at the time of the Annual Meeting, proxies will be voted in favor of each of the other nominees who is able to serve and may be voted for a substitute nominee, unless our board of directors chooses to reduce the number of directors serving on our board. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of Dr. Graves, Mr. Hirsch and Ms. Varon as Class II directors. The following is a brief biographical summary of the experience of our directors and director nominees:

  5. Nominees for election at our 2024 Annual Meeting with terms expiring in 2027

    Nominees for election at our 2024 Annual Meeting with terms expiring in 2027

  6. R. Vann Graves

    R. Vann Graves Since 2018, Dr. Graves has served as Executive Director of the Brandcenter at Virginia Commonwealth University (“VCU”), a master’s program for advertising, branding and creative problem-solving that is part of the VCU School of Business. Prior to joining the Brandcenter, Dr. Graves served as Chief Creative Officer at the advertising agency of J. Walter Thompson, Atlanta, from 2015 to 2018; EVP, Global Executive Creative Director and Group Creative Director at the advertising agency of McCann New York from 2009 to 2015; Chief Creative Officer at the multicultural marketing and advertising agency of Uniworld Group, New York from 2007 to 2009; VP, Creative Director at the advertising agency of BBDO New York from 1993 to 2007; and he was a CoFounder at FL+G, a full-service branding agency in Denver, Colorado. Dr. Graves is also a veteran of the United States Army, where he served as Public Affairs Officer. Dr. Graves brings creative and business expertise, having worked on some of the world’s leading global brands (including Coca-Cola, MasterCard, the U.S. Army, GE, M&M’s, Snickers and Visa). Throughout his career, he has put a high value on collaboration and commitment to support innovation and high-quality creative work. In addition to time spent on the Ad Council’s Creative Review Committee and One Club for Creativity’s AdVersity Board, he currently sits on the boards for 600 & Rising, 4A’s Foundation, Virginia Public Media and The 3% Movement. A Fulbright scholar, he received a B.B.A. from Howard University, a M.S. in Communications Design from the Pratt Institute, an A.L.M. from Harvard University and an Ed.D in Higher Education Management from the University of Pennsylvania. Dr. Graves’ work in marketing, branding and design brings valuable knowledge and insights to the board of directors.

  7. Erik R. Hirsch

    Erik R. Hirsch Mr. Hirsch has served as our Co-Chief Executive Officer since January 2024. In this role, he is responsible for the firm’s strategic direction and operations. Mr. Hirsch also serves on our board of directors and is a member of various investment committees of Hamilton Lane Advisors, L.L.C., our operating company (“HLA”). Mr. Hirsch previously served as our Vice Chairman and Head of Strategic Initiatives from 2016 to 2023. Prior to becoming our Vice Chairman, he served as Chief Investment Officer of HLA from 2003 to 2016. Prior to becoming Chief Investment Officer, Mr. Hirsch held the positions of Managing Director, Vice President and Associate. Before joining HLA in 1999, Mr. Hirsch was a corporate investment banker in the merger and acquisition department of Brown Brothers Harriman & Co. from 1998 to 1999. From 1995 to 1998, he was a municipal financial consultant with Public Financial Management, specializing in asset securitization, strategic consulting and sport stadium financings. On HLA’s behalf, Mr. Hirsch serves on the board of directors of Novata, a technology platform that provides the private markets with environmental, social and governance data collection and benchmarking and of which Hamilton Lane is a founding member, and as an observer on the board of directors of TIFIN, a tech-enabled wealth management platform and strategic partner of HLA. He also serves as the Chief Executive Officer and President of the Snug Harbor Foundation and serves on the boards of the Sixers Youth Foundation, Kalamata’s Kitchen and the College of Arts & Sciences Foundation at the University of Virginia. He received a B.A. from the University of Virginia. Mr. Hirsch’s extensive experience in private markets, including his long tenure at Hamilton Lane as a Vice Chairman and our Chief Investment Officer, brings valuable industry-specific knowledge and insights to the board of directors and provides the board of directors with an in-depth understanding of our business and operations.

  8. Leslie F. Varon

    Leslie F. Varon Ms. Varon is a member of our board of directors, Chair of its audit committee, and serves on its compensation committee. She served as Chief Financial Officer of Xerox Corporation from November 2015 through December 2016 during which time she led the restructuring of the $18 billion business process services, printing equipment, software and solutions company, including the successful spin-off of its $7 billion services business. After that transaction, she became Special Advisor to the new Xerox Chief Executive Officer until March 2017 when she retired from the company. Prior to becoming Chief Financial Officer at Xerox, she was briefly Vice President of Investor Relations from March 2015 through October 2015. Before that, she served Xerox as Vice President of Finance & Corporate Controller from July 2006 to February 2015, where she oversaw global financial operating executives and had responsibility for corporate financial planning and analysis, accounting, internal audit, risk management, global real estate and worldwide shared services centers. Earlier in her career, Ms. Varon was Vice President Finance & Operations support for Xerox’s North American business, Vice President Xerox Investor Relations and Corporate Secretary and Director of Corporate Audit. From 2006 to 2017, she served on the board of Xerox International Partners, a joint venture between Xerox Corporation and Fuji Xerox Corporation, representing Xerox Corporation’s ownership stake. Ms. Varon serves on the boards of Dentsply Sirona Inc. (Nasdaq: XRAY) and is Chair of its audit committee, and Lam Research Corporation (Nasdaq: LRCX) and is Chair of its audit committee. She received a B.A. from Binghamton University and an M.B.A. with concentrations in finance and marketing from Virginia Polytechnic Institute and State University. Ms. Varon’s extensive financial background, combined with her investor engagement and corporate governance expertise and demonstrated success in business transformation, crisis management and balance sheet optimization, brings valuable knowledge and insights to the board of directors. The board of directors recommends a vote “FOR” the election of Dr. Graves, Mr. Hirsch and Ms. Varon as Class II directors.

  9. Directors continuing in office with terms expiring in 2025

    Directors continuing in office with terms expiring in 2025

  10. Hartley R. Rogers

    Hartley R. Rogers Mr. Rogers is our Executive Co-Chairman and serves as Chair of our board’s compensation committee. He is also a member of various investment committees of HLA. Prior to serving as our Executive Co-Chairman, Mr. Rogers was Chairman of the board of HLA. Prior to joining the firm in 2003, he was a Managing Director and investment committee member of DLJ Merchant Banking Partners III, a $5.3 billion private equity fund, from 2001 to 2002. Before that, he was a Managing Director in the Private Equity Division of Credit Suisse First Boston (“CSFB”) from 1997 to 2001. Prior to joining CSFB in 1997, Mr. Rogers was a Managing Director of Morgan Stanley, where his responsibilities included serving as President of the general partners of the Princes Gate Investors family of private equity funds. He worked at Morgan Stanley from 1981 to 1983, 1986 to 1993 and 1995 to 1997. Mr. Rogers serves as Chairman of the advisory board of Harvard Online, the online learning initiative of Harvard University. He is also the Chairman of the investment committee, Vice Chairman of the executive committee and Treasurer of the Institute of International Education. He also serves on the board of Bessemer Securities Corporation and the board of managers of Bessemer Securities LLC. He previously served on the boards of the Metropolitan Opera, the Green Vale School and the Peoples’ Symphony Concerts. Mr. Rogers previously served as Chairman of Hamilton Lane Alliance Holdings I, Inc., HLA’s sponsored special purpose acquisition company, until its deregistration in 2022. He received an A.B. magna cum laude from Harvard College and an M.B.A. from Harvard Business School with High Distinction, including the designation of Baker Scholar. Mr. Rogers’ extensive experience in private markets, including his long tenure as our Chairman, brings valuable industry-specific knowledge and insights to the board of directors and provides the board of directors with an in-depth understanding of our business and operations.

  11. Mario L. Giannini

    Mario L. Giannini Mr. Giannini has served as our Executive Co-Chairman since January 2024. He also serves on our board’s compensation committee and on various investment committees of HLA. Previously, Mr. Giannini served as our Chief Executive Officer for 22 years from 2001 to 2023. Prior to becoming Chief Executive Officer, Mr. Giannini was the President of HLA from 1998 to 2001. Prior to joining the firm in 1993, he served as Executive Vice President and General Counsel of Industrial Valley Title Insurance Company from 1989 to 1992, Deputy General Counsel of Fidelity Bank in Philadelphia from 1984 to 1989 and Senior Attorney at Continental Illinois Bank in Chicago from 1979 to 1983. Mr. Giannini serves on the board of Ownership Works, a nonprofit organization that works with companies and investors to provide all employees with the opportunity to build wealth through equity. He received a B.A. from California State University, Northridge, a J.D. from Boston College and a Master of Laws degree from the University of Virginia. He is a former member of the state bars of California and Illinois. Mr. Giannini’s extensive experience in private markets, including his long tenure overseeing our strategic direction as Chief Executive Officer, brings valuable industry-specific knowledge and insights to the board of directors and provides the board of directors with an in-depth understanding of our business and operations.

  12. Directors continuing in office with terms expiring in 2026

    Directors continuing in office with terms expiring in 2026

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our policy is to not pay director compensation to directors who are also our employees. The service period for directors is generally September to September of each year to align with our annual meeting schedule. We pay each of our non-employee directors an annual retainer of $200,000 in the form of cash, time-based restricted stock awarded under the 2017 Equity Plan, or a combination of both, at their election. This represents an increase of $25,000 annually from the prior service period. The Chair of the audit committee also receives an additional $35,000 annual cash retainer, an increase of $20,000 from the prior service period. These increases were approved by our board of directors on September 7, 2023. Elections with respect to the form of payment are made by our non-employee directors before the restricted stock awards are granted in mid-September of each year. The restricted stock vests one year after the date of grant. All members of the board of directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our board of directors and its committees. The following table shows compensation paid to our non-employee directors in fiscal 2024:

  14. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | David J. Berkman | $188,542 | $— | $188,542 | | R. Vann Graves | $134,375 | $53,318 | $187,693 | | O. Griffith Sexton | $— | $184,972 | $184,972 | | Leslie F. Varon | $101,146 | $111,138 | $212,284 |

  15. DIRECTOR COMPENSATION

    (1) Reflects fees paid within fiscal year. (2) Reflects the grant date fair value of a restricted stock award made during fiscal 2024 as compensation for service on our board of directors through our 2024 Annual Meeting of Stockholders, computed in accordance with U.S. generally accepted accounting principles (“GAAP”) pertaining to equity-based compensation. See “Compensation and Benefits” in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in Item 8 of our 2024 Form 10-K. As of March 31, 2024, Mr. Berkman had no shares of restricted stock outstanding, Dr. Graves had 1,092 shares of restricted stock outstanding, Mr. Sexton had 2,184 shares of restricted stock outstanding, and Ms. Varon had 1,474 shares of restricted stock outstanding.

  16. Determination of Compensation for Named Executive Officers

    | Bonus Range | Percent of Bonus Paid in Time-Based Restricted Stock | | $0 to $74,999 | — | | $75,000 to $199,999 | 15% | | $200,000 to $349,999 | 20% | | $350,000 to $499,999 | 25% | | $500,000 and up | 30% |

  17. Determination of Compensation for Named Executive Officers

    In fiscal 2024, as part of their annual incentive bonuses, each of Messrs. Hirsch, Delgado-Moreira, Armbrister, and Carl and Mses. Kramer and Gavalis received awards of time-based restricted stock. The amounts of the awards are set forth in the Grants of Plan-Based Awards in Fiscal 2024 Table below. Each of the awards was granted on March 14, 2024 and vests in equal installments on the four successive anniversaries of the grant date, provided the executive continues to be employed with us through such dates. In September 2022, we granted performance stock awards to certain employees identified as the next generation of managers to help us succeed and grow, with the goal of retaining them and further aligning them with the long-term success of our company (the “2022 Performance Awards”). Mr. Armbrister and Mses. Kramer and Gavalis each received 2022 Performance Awards, which are subject to both a market-based vesting and a service-based vesting condition. The 2022 Performance Awards will vest based upon (i) our Class A common stock achieving average closing prices of $150, $190, and $230 per share over 20 consecutive trading days within the seven years after the grant date and (ii) continued employment through the date the price target is met (with a minimum of five years of service required after the grant date for vesting). One third of the shares become eligible to vest at each price target. If a price target is met prior to the fifth anniversary of the grant date, the vesting date would be the fifth anniversary of the grant date. Due to the existence of the service requirement, the vesting period for these awards may vary with each respective tranche. For more information on our 2017 Equity Plan, please see “—Executive Compensation Arrangements—Equity Compensation—2017 Equity Incentive Plan” below. Carried Interest Awards We maintain the Hamilton Lane Advisors, L.L.C. 2016 Carried Interest Plan (amended and restated, effective as of January 1, 2018) (the “Carried Interest Plan”) to facilitate long-term performance by employees who contribute materially to our financial success, including being directly or indirectly responsible for investment performance and/or fundraising. When our fund investments are successful, they generate incentive fees payable to us over time, which we generally refer to as “carried interest”. Awards to our named executive officers under our Carried Interest Plan are first approved by our compensation committee and then recommended to our board of directors for final approval. These awards represent the right of the recipient to receive a portion of the incentive fees for a particular fund when earned in the future. This carried interest participation aligns the recipient’s economic interests with those of our clients and encourages behavior that results in positive fund performance, which contributes to our overall company performance and growth. Awards of carried interest are generally made concurrently with the determination of the other elements of annual compensation at the end of each fiscal year. For fiscal 2024, Messrs. Delgado-Moreira, Hirsch and Armbrister and Mses. Kramer and Gavalis received carried interest awards pursuant to the Carried Interest Plan. Each of these named executive officers is in a position to contribute materially to our financial success. For more information on our Carried Interest Plan, please see “—Executive Compensation Arrangements—Carried Interest Compensation—2016 Carried Interest Plan” below. Other Benefits All of our employees, including our named executive officers, have the opportunity to participate in a generous benefit package, which we consider to be favorably competitive among private markets alternative investment firms. Our Human Resources team periodically conducts an informal inquiry into benefit practices at other companies in our industry to inform this comparison. Our U.S.-based named executive officers are eligible to participate in our 401(k) plan, which is generally open to all employees in the United States. We contribute 3% of compensation, as defined in the plan, up to limits set by the Internal Revenue Service (the “IRS”), and employees can contribute a percentage of their eligible earnings, subject to annual contribution limits set by the IRS. We believe that providing a vehicle for tax deferred retirement savings through the 401(k) plan adds to the overall desirability of our executive compensation package. Mr. Delgado-Moreira is based in Hong Kong and, in compliance with applicable local law, is enrolled in Hong Kong’s Mandatory Provident Fund, a mandatory retirement contribution system. Except as otherwise disclosed, we generally do not offer perquisites or personal benefits to our named executive officers that are not otherwise available to all of our employees. The Hamilton Lane Incorporated Employee Share Purchase Plan, as amended (the “ESPP”), has been in place since January 1, 2019. The purpose of the ESPP is to provide eligible Hamilton Lane employees with an opportunity to acquire an ownership interest in HLI through the purchase of our Class A common stock at a discounted price via payroll deductions. Subject to certain limitations, eligible employees may purchase Class A common stock at a price equal to 85% of the closing price of Class A common stock on Nasdaq on the last trading day of the offering period. We believe the ESPP further aligns the interests of our employees and stockholders and aids in the recruitment and retention of employees. In order to allow participation in the ESPP by employees of our designated subsidiaries that are not corporations, the ESPP is operated as a non-qualified plan and is not intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code.

  18. Post-Fiscal Year End Actions

    Post-Fiscal Year End Actions In June 2024, our board of directors approved the grant of 544,000 shares of performance stock to each of our Co-Chief Executive Officers to incentivize future performance (the “2024 Performance Awards”), after obtaining stockholder approval of related amendments to the 2017 Equity Plan. The vesting conditions of the 2024 Performance Awards would match those of the 2022 Performance Awards described above, with the performance period of the 2024 Performance Awards beginning on the grant date. The Amended and Restated 2017 Equity Plan is described in Proposal No. 3 of this proxy statement and will be voted upon at the Annual Meeting. Our board of directors also intends to consider a series of five annual awards of 30,000 shares of time-based restricted stock to each of our Co-Chief Executive Officers over the next five years, subject to the satisfaction of certain performance conditions prior to each grant date, with the first of such awards to be considered in March 2025.

  19. Compensation and Risk

    Compensation and Risk Our compensation committee annually considers potential risks when reviewing our compensation programs for all employees, including our executive officers. Based on its evaluation, the committee has concluded that the risks arising from our overall compensation policies and practices are not reasonably likely to have a material adverse effect on Hamilton Lane. Our compensation program includes elements that we believe discourage excessive risk-taking and align the compensation of our employees with the long-term performance of the firm. Compensation is a balanced mix of short-term and longer-term elements, creating diverse time horizons. For example, equity awards granted to our employees are subject to multi-year vesting conditions. Because our equity awards have multi-year vesting provisions, the actual amount of compensation realized by the recipient will be tied to the long-term performance of our Class A common stock. Pursuant to our internal policies, our employees are not permitted to buy or sell derivative securities, including for hedging purposes, or to engage in short-selling to hedge their economic risk of ownership of our Class A common stock. In addition, we only make cash payments of carried interest to our employees when profitable investments have been realized and after sufficient cash has been distributed to the investors in our funds.

  20. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned for the periods indicated by our named executive officers.

  21. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | All Other Compensation ($) | Total ($) | | Mario L. Giannini Executive Co-Chairman and former Chief Executive Officer | 2024 | 350,000 | — | — | 26,295(3) | 376,295 | | | 2023 | 350,000 | — | — | 308,386 | 658,386 | | | 2022 | 350,000 | — | — | 361,477 | 711,477 | | Erik R. Hirsch Co-Chief Executive Officer | 2024 | 325,000 | 2,100,000 | 824,899 | 647,994(4) | 3,897,893 | | | 2023 | 325,000 | 2,100,000 | 835,687 | 2,391,037 | 5,651,723 | | | 2022 | 325,000 | 2,168,750 | 784,355 | 743,333 | 4,021,438 | | Juan Delgado-Moreira(5) Co-Chief Executive Officer | 2024 | 319,706 | 1,402,886 | 551,097 | 582,114(6) | 2,855,804 | | | 2023 | 319,131 | 1,395,809 | 1,059,289 | 1,481,215 | 4,255,444 | | | 2022 | 321,487 | 1,277,443 | — | 480,027 | 2,078,957 | | Jeffrey Armbrister Chief Financial Officer | 2024 | 325,000 | 630,000 | 247,501 | 147,620(7) | 1,350,121 | | Andrea Anigati Kramer Chief Operating Officer | 2024 | 325,000 | 924,125 | 362,980 | 562,321(8) | 2,174,427 | | Lydia Gavalis General Counsel and Secretary | 2024 | 325,000 | 423,500 | 166,439 | 48,260(9) | 963,199 | | | 2023 | 325,000 | 385,000 | 347,502 | 77,335 | 1,134,837 | | | 2022 | 325,000 | 335,000 | 155,727 | 17,889 | 833,616 | | Drew T. Carl Chief Accounting Officer | 2024 | 296,539(10) | 310,000 | 55,069 | 18,675(11) | 680,282 | | Atul Varma former Chief Financial Officer | 2024 | 285,000 | — | 123,502(12) | 430,911(13) | 839,413 | | | 2023 | 325,000 | 472,500 | 382,317 | 134,027 | 1,313,844 | | | 2022 | 325,000 | 575,000 | 212,355 | 178,548 | 1,290,903 |

  22. Summary Compensation Table

    (1) The amount shown represents the cash portion of the discretionary annual bonus. As further described in “—Compensation Discussion and Analysis—Determination of Compensation for Named Executive Officers—Annual Incentive Bonus”, a portion of each named executive officer’s discretionary annual bonus for fiscal 2024 was paid in restricted stock granted on March 14, 2024, which is not included in these amounts but is included in the “Stock Awards” column of this table. (2) This amount represents the aggregate grant-date fair value of restricted stock awards granted as the equity portion of the discretionary annual bonus and performance stock awards, computed in accordance with U.S. GAAP pertaining to equity-based compensation. See “Compensation and Benefits” in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in Item 8 of our 2024 Form 10-K. For the 2022 Performance Awards granted in fiscal 2023, the grant date fair value reported is based upon the probable outcome of the performance conditions described in “—Compensation Discussion and Analysis—Determination of Compensation for Named Executive Officers—Equity Awards—2017 Equity Plan” for Mr. Varma and Ms. Gavalis, which is also the maximum payout possible under the awards: each, $194,290. Mr. Varma forfeited his aforementioned 2022 Performance Award upon his separation from the Company on January 31, 2024. (3) This amount represents payments received in respect of the Company’s carried interest plans of $16,395 and company 401(k) contributions of $9,900. (4) This amount includes payments received in respect of the Company’s carried interest plans of $637,644 and company 401(k) contributions of $10,350. (5) Mr. Delgado-Moreira was paid in Hong Kong dollars (“HKD”), which for purposes of this presentation were converted to U.S. dollars at the average exchange rate for the 12 months ended March 31, 2024, 2023 and 2022 of 7.82, 7.83 and 7.77, respectively, U.S. dollars per HKD. (6) This amount includes payments received in respect of the Company’s carried interest plans of $582,114 and mandatory company contributions to the Hong Kong Mandatory Provident Fund of $2,302. (7) This amount represents payments received in respect of the Company’s carried interest plans of $137,270 and company 401(k) contributions of $10,350. (8) This amount represents payments received in respect of the Company’s carried interest plans of $551,971 and company 401(k) contributions of $10,350. (9) This amount represents payments received in respect of the Company’s carried interest plans of $37,910 and company 401(k) contributions of $10,350. (10) This amount represents salary received in fiscal 2024. In connection with his promotion to chief accounting officer effective April 14, 2023, Mr. Carl’s annual salary was increased from $210,000 to $300,000. (11) This amount represents payments received in respect of the Company’s carried interest plans of $2,376 and company 401(k) contributions of $16,298. (12) This amount represents the modification date fair value of equity-based awards, measured in accordance with Accounting Standards Codification (“ASC”) Topic 718 for the awards of time-based restricted stock accelerated pursuant to Mr. Varma’s Separation Agreement, as further defined and described in “Executive Compensation Arrangements—Executive Employment Agreements”. No stock awards were granted to Mr. Varma in fiscal 2024. (13) This amount represents payments received in connection with Mr. Varma’s separation from the Company, as further described in “Executive Compensation Arrangements—Executive Employment Agreements”, including a lump sum payment of $375,000 and accrued but unused paid time off of $8,646, as well as payments received in respect of the Company’s carried interest plans of $36,915 and company 401(k) contributions of $10,350.

  23. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table sets forth the restricted stock awards granted to our named executive officers during fiscal 2024.

  24. Grants of Plan-Based Awards in Fiscal 2024

    | | Stock Awards | | | | | | Name | Type | Grant Date | Board Approval Date | All other stock awards: Number of shares of stock or units (#)(1) | Grant date fair value of stock awards ($)(2) | | Mario L. Giannini Executive Co-Chairman and former Chief Executive Officer | | — | — | — | — | | Erik R. Hirsch Co-Chief Executive Officer | Time-based Restricted Stock | 3/14/2024 | 3/13/2024 | 8,029 | 824,899 | | Juan Delgado-Moreira Co-Chief Executive Officer | Time-based Restricted Stock | 3/14/2024 | 3/13/2024 | 5,364 | 551,097 | | Jeffrey Armbrister Chief Financial Officer | Time-based Restricted Stock | 3/14/2024 | 3/13/2024 | 2,409 | 247,501 | | Andrea Anigati Kramer Chief Operating Officer | Time-based Restricted Stock | 3/14/2024 | 3/13/2024 | 3,533 | 362,980 | | Lydia Gavalis General Counsel and Secretary | Time-based Restricted Stock | 3/14/2024 | 3/13/2024 | 1,620 | 166,439 | | Drew T. Carl Chief Accounting Officer | Time-based Restricted Stock | 3/14/2024 | 3/13/2024 | 536 | 55,069 |

  25. Grants of Plan-Based Awards in Fiscal 2024

    (1) Each time-based restricted stock award vests in equal annual installments on the four successive anniversaries of the grant date. (2) Amounts reflect the grant date fair value of the time-based restricted stock awards, computed in accordance with ASC 718.

  26. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth the outstanding restricted stock awards held by our named executive officers as of March 31, 2024.

  27. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Stock Awards | | | | | | Name | Type | Grant Date | Number of Shares of Stock that Have Not Vested (#) (1) | Market Value of Shares of Stock that Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) (2) | | Mario L. Giannini Executive Co-Chairman and former Chief Executive Officer | | — | — | — | — | — | | Erik R. Hirsch Co-Chief Executive Officer | Time-based Restricted Stock | 3/14/2021 | 1,668 | 188,084 | | | | | Time-based Restricted Stock | 3/14/2022 | 5,484 | 618,376 | | | | | Time-based Restricted Stock | 3/14/2023 | 10,423 | 1,175,297 | | | | | Time-based Restricted Stock | 3/14/2024 | 8,029 | 905,350 | | | | Juan Delgado-Moreira(4) Co-Chief Executive Officer | Time-based Restricted Stock | 3/14/2021 | 1,076 | 121,330 | | | | | Time-based Restricted Stock | 4/8/2022(4) | 3,624 | 408,642 | | | | | Time-based Restricted Stock | 3/14/2023 | 6,963 | 785,148 | | | | | Time-based Restricted Stock | 3/14/2024 | 5,364 | 604,845 | | | | Jeffrey Armbrister Chief Financial Officer | Time-based Restricted Stock | 3/14/2021 | 258 | 29,092 | | | | | Time-based Restricted Stock | 3/14/2022 | 648 | 73,068 | | | | | 2022 Performance Award | 9/16/2022 | | | 13,044 | 1,470,841 | | | Time-based Restricted Stock | 3/14/2023 | 1,230 | 138,695 | | | | | Time-based Restricted Stock | 3/14/2024 | 2,409 | 271,639 | | | | Andrea Anigati Kramer Chief Operating Officer | Time-based Restricted Stock | 3/14/2021 | 559 | 63,033 | | | | | Time-based Restricted Stock | 3/14/2022 | 1,762 | 198,683 | | | | | 2022 Performance Award | 9/16/2022 | | | 13,044 | 1,470,841 | | | Time-based Restricted Stock | 3/14/2023 | 4,169 | 470,096 | | | | | Time-based Restricted Stock | 3/14/2024 | 3,533 | 398,381 | | | | Lydia Gavalis General Counsel and Secretary | Time-based Restricted Stock | 3/14/2021 | 323 | 36,421 | | |

  28. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Time-based Restricted Stock | 3/14/2022 | 1,088 | 122,683 | | | | | 2022 Performance Award | 9/16/2022 | | | 6,522 | 735,421 | | | Time-based Restricted Stock | 3/14/2023 | 1,911 | 215,484 | | | | | Time-based Restricted Stock | 3/14/2024 | 1,620 | 182,671 | | | | Drew T. Carl Chief Accounting Officer | Time-based Restricted Stock | 3/14/2022 | 89 | 10,036 | | | | | Time-based Restricted Stock | 3/14/2024 | 536 | 60,439 | | |

  29. Outstanding Equity Awards at 2024 Fiscal Year End

    (1) Unless indicated otherwise, each time-based restricted stock award vests in equal annual installments on the four successive anniversaries of the grant date. (2) The value included in this table is based on the closing stock price of our Class A common stock as of March 28, 2024, the last trading day of our fiscal year. (3) The 2022 Performance Awards vest as described in “—Compensation Discussion and Analysis—Determination of Compensation for Named Executive Officers—Equity Awards—2017 Equity Plan”. (4) Mr. Delgado-Moreira’s time-based restricted stock award for fiscal 2022 service was approved by the board of directors on February 24, 2022, but the grant of that award was subject to the expiration of a notice period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The HSR Act notice period ended in fiscal 2023, and on April 8, 2022, Mr. Delgado-Moreira was awarded 7,248 shares of time-based restricted stock. This award vests in four equal annual installments, with the first vesting date being April 8, 2023. In June 2023, the board of directors approved a realignment of subsequent vesting dates for this award to March 14, 2024, 2025 and 2026.

  30. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table sets forth the number of shares of Class A common stock resulting from the vesting of restricted stock awards and value realized for each of our named executive officers during fiscal 2024.

  31. Option Exercises and Stock Vested in Fiscal 2024

    | | Restricted Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($)(5) | | Mario L. Giannini Executive Co-Chairman and former Chief Executive Officer | — | — | | Erik R. Hirsch Co-Chief Executive Officer | 10,112(1) | 1,090,074 | | Juan Delgado-Moreira Co-Chief Executive Officer | 8,588(2) | 858,869 | | Jeffrey Armbrister Chief Financial Officer | 1,218(1) | 131,300 | | Atul Varma former Chief Financial Officer | 6,682(3) | 787,808 | | Andrea Anigati Kramer Chief Operating Officer | 3,651(1) | 393,578 | | Lydia Gavalis General Counsel and Secretary | 1,955(1) | 210,749 | | Drew T. Carl Chief Accounting Officer | 45(4) | 4,851 |

  32. Option Exercises and Stock Vested in Fiscal 2024

    (1) This amount includes time-based restricted stock awards granted in fiscal 2020, 2021, 2022 and 2023. Each award vests in four equal annual installments on the four successive anniversaries of the grant date. (2) This amount includes time-based restricted stock awards granted in fiscal 2020, 2021 and 2023. Each award vests in four equal annual installments on the four successive anniversaries of the grant date. Additionally includes Mr. Delgado-Moreira’s time-based restricted stock award approved in fiscal 2022 and granted in fiscal 2023. This award was approved by the board of directors on February 24, 2022, but was subject to the expiration of a notice period under the HSR Act. The HSR Act notice period ended in fiscal 2023, and on April 8, 2022, Mr. Delgado-Moreira was awarded 7,248 shares of time-based restricted stock. This award vests in four equal installments, with the first vesting date being April 8, 2023. In June 2023, the board of directors approved a realignment of subsequent vesting dates for this award to March 14, 2024, 2025 and 2026. (3) In connection with Mr. Varma’s separation from the Company, as further described in “Executive Compensation Arrangements—Executive Employment Agreements”, this amount includes accelerated vesting of time-based restricted stock awards granted in fiscal 2020, 2021, 2022 and 2023. (4) This amount includes time-based restricted stock awards granted in fiscal 2022. The award vests in four equal annual installments on the four successive anniversaries of the grant date. (5) The value realized on vesting is calculated as the number of shares of restricted stock multiplied by the closing price of our common stock on the vesting date. The value realized amounts are calculated in accordance with the rules and regulations of the SEC and may not reflect the amounts ultimately realized by the applicable named executive officer.

  33. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  34. Pay Ratio Disclosure

    Pay Ratio Disclosure Under SEC rules, we are required to provide information regarding the relationship between the total annual compensation of our Co-Chief Executive Officers, to that of our median employee. For the fiscal year ended March 31, 2024: •the annual total compensation of our median employee was $148,320; •the annual total compensation of Mr. Hirsch was $3,897,893; and •the ratio of the annual total compensation of Mr. Hirsch to that of our median employee was 26 to 1. •the annual total compensation of Mr. Delgado-Moirera was $2,855,804; and •the ratio of the annual total compensation of Mr. Delgado-Moirera to that of our median employee was 19 to 1. To identify the median employee for the purpose of providing the information above, we decided to use the same median employee as the previous year, as our employee base has not materially changed year-over-year. We previously examined the compensation of all of our employees (other than our Chief Executive Officer) as of March 31, 2023 using, based on our payroll records, a consistently applied compensation measure consisting of such employees’ annual salary and annual cash bonus. As we believe this measure reasonably reflects the annual compensation of our employees, carried interest payouts/awards, equity awards, sign-on bonuses, commissions, 401(k) and pension benefits and overtime pay were excluded from the calculation. In accordance with SEC rules, we included all employees, whether employed on a full-time or part-time basis, in this process other than 30 employees located in Canada (6), China (5), Germany (4), Israel (7), Italy (2), South Korea (5) and Sweden (1). The excluded employees represent less than 5% of our total global population of 619 employees as of March 31, 2023, consisting of 510 U.S. employees and 109 non-U.S. employees. Salaries of active employees as of March 31, 2023 who were employed for less than the full fiscal 2023 year were annualized. We reviewed all compensation in U.S. dollars, using the relevant exchange rate for any compensation paid in other currencies. In determining the annual total compensation of the median employee, we use the same methodology we use for our named executive officers for purposes of the Summary Compensation Table (“SCT”) above. Tax distributions made pursuant to HLA’s operating agreement, as described below under “Certain Relationships and Related-Party and Other Transactions—HLA Operating Agreement”, and payments made pursuant to the tax receivable agreement, as described below under “Certain Relationships and Related-Party and Other Transactions—Tax Receivable Agreement”, are not considered compensation and accordingly are not included in the pay ratio calculation above. Because the SEC rules for identifying the median employee and calculating the pay ratio under Item 402(u) of Regulation S-K allow companies to use different methodologies, exemptions, estimates and assumptions, the ratio may or may not be comparable to pay ratios presented by other companies.

  35. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (“Item 402(v)”), we are providing the following information regarding the relationship between executive “compensation actually paid”, as defined in Item 402(v) (“CAP”), and certain aspects of our financial performance for each of the last four completed fiscal years. For a more comprehensive description of our executive compensation program and the factors we use to determine pay for our named executive officers (“NEOs”), see the “Compensation Discussion and Analysis” section of this proxy statement. Accordingly, the table below provides information about CAP for our Principal Executive Officer (“PEO”) and the average CAP for our non-PEO NEOs alongside certain Company financial metrics during fiscal years 2024, 2023, 2022, and 2021. Because we had a PEO and then successor Co-PEOs in fiscal 2024, information is presented as to all three individuals.

  36. Pay Versus Performance

    | Year | Mario L. Giannini | | Erik R. Hirsch | | Juan Delgado-Moreira | | Average SCT Total for non-PEO NEOs (5) ($) | Average CAP to non-PEO NEOs (5) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (8) ($ millions) | Fee Related Earnings (9) ($ millions) | | | SCT Total for PEO (1) ($) | CAP to PEO (2) ($) | SCT Total for PEO (1) ($) | CAP to PEO (2) ($) | SCT Total for PEO (1) ($) | CAP to PEO (2) ($) | | | Total Shareholder Return (6) ($) | Peer Group Total Shareholder Return (7) ($) | | | | 2024 | 376,295 | 376,295 | 3,897,893 | 4,631,205 | 2,855,804 | 3,595,627 | 1,201,488 | 1,643,962 | 220.10 | 226.73 | 140.86 | 193.34 | | 2023 | 658,386 | 658,386 | | | | | 3,088,962 | 3,099,481 | 141.70 | 171.52 | 109.12 | 158.81 | | 2022 | 711,477 | 711,477 | | | | | 1,959,255 | 1,997,115 | 144.58 | 189.87 | 145.99 | 144.25 | | 2021 | 853,803 | 1,091,877 | | | | | 2,183,114 | 2,870,381 | 163.01 | 174.17 | 98.02 | 130.04 |

  37. Pay Versus Performance

    (1) Mr. Giannini served as PEO in all reported years. Messrs. Hirsch and Delgado-Moreira served as Co-PEOs in fiscal 2024, after Mr. Giannini transitioned to his current role. (2) To calculate CAP, the following amounts were deducted from and added to Summary Compensation Table total compensation for each of the fiscal years shown for each PEO as well as for our non-PEO NEOs in accordance with the requirements of Item 402(v)(2)(iii):

  38. Pay Versus Performance

    | | 2024 | | | | 2023 | | 2022 | | 2021 | | | | Mario L. Giannini | Erik R. Hirsch | Juan Delgado-Moreira | | | | | | | | | | PEO ($) | PEO ($) | PEO ($) | Avg. Non-PEO NEOs ($) | PEO ($) | Avg. Non-PEO NEOs ($) | PEO ($) | Avg. Non-PEO NEOs ($) | PEO ($) | Avg. Non-PEO NEOs ($) | | Summary Compensation Table Total | 376,295 | 3,897,893 | 2,855,804 | 1,201,488 | 658,386 | 3,088,962 | 711,477 | 1,959,255 | 853,803 | 2,183,114 | | Deduct amounts reported in the Stock Awards column of Summary Compensation Table(w) | — | 824,899 | 551,097 | 191,098 | — | 656,199 | — | 230,487 | — | 343,323 | | Add fair value(x) of current year equity awards at end of current fiscal year | — | 864,709 | 577,694 | 174,428 | — | 729,244 | — | 341,195 | — | 349,342 | | Add change in fair value(x) of prior years’ equity awards that remained outstanding and unvested at end of current fiscal year | — | 693,501 | 460,213 | 385,418 | — | (15,720) | — | (57,354) | — | 357,387 | | Add change in fair value(x) of prior years’ equity awards that vested during current fiscal year | — | — | 253,015 | 115,023 | — | (46,806) | — | (15,494) | 238,074 | 323,861 | | Deduct fair value at end of prior fiscal year of equity awards that failed to meet vesting conditions in the current fiscal year(y) | — | — | — | 41,297 | — | — | — | — | — | — | | CAP Total(z) | 376,295 | 4,631,205 | 3,595,627 | 1,643,962 | 658,386 | 3,099,481 | 711,477 | 1,997,115 | 1,091,877 | 2,870,381 |

  39. Pay Versus Performance

    (w) Reflects the grant date fair value of equity-based awards as discussed in the Summary Compensation Table and the Grants of Plan-Based Awards table for each fiscal year shown. (x) Reflects the measurement date fair value of equity-based awards, measured in accordance with ASC Topic 718 and in accordance with the SEC’s methodology for determining CAP for each fiscal year shown. The valuation methods and underlying assumptions are consistent with those disclosed in our financial statements as of the grant date for each award, including awards subject to performance conditions which are valued at the probable outcome of the award at each measurement date, and are further described in “Compensation and Benefits” in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in Item 8 of our 2024 Form 10-K. For performance stock awards, the grant date fair value reported is based upon the probable outcome of the performance conditions described in “—Compensation Discussion and Analysis—Determination of Compensation for Named Executive Officers—Compensation Elements—Equity Awards—2017 Equity Plan”. (y) The only equity awards that failed to meet the applicable vesting conditions during the fiscal years shown were those forfeited by Mr. Varma in fiscal 2024 in connection with his separation from the Company, as further described in “Executive Compensation Arrangements—Executive Employment Agreements”. (z) All applicable adjustments are listed herein. Regarding those items referenced in Item 402(v) that are not reflected: (1) no equity awards were granted during the fiscal years shown that vested within the same fiscal year; (2) dividend equivalent share accruals and vestings are not broken out separately as they are included in the fair value of the equity award to which they apply; (3) no equity awards were modified during the fiscal years shown except for those in connection with Mr. Varma’s separation from the Company, as further described in “Executive Compensation Arrangements—Executive Employment Agreements”; and (4) the Company does not offer pension plans to U.S.-based employees. (5) The non-PEO NEOs were the following individuals for each of the fiscal years shown: 2024 – Mr. Armbrister, Mr. Varma, Ms. Kramer, Ms. Gavalis and Mr. Carl; 2023 – Mr. Varma, Mr. Hirsch, Mr. Delgado-Moreira and Ms. Gavalis; 2022 – Mr. Varma, Mr. Hirsch, Mr. Delgado-Moreira, Ms. Gavalis and Kevin Lucey; and 2021 – Mr. Varma, Mr. Hirsch, Mr. Delgado-Moreira and Mr. Lucey, collectively, our non-PEO NEOs for each covered year as reported in the “Total” column of the Summary Compensation Table in this and prior years’ proxy statements. (6) Total shareholder return (“TSR”) as calculated based on a fixed investment of $100 in our Class A common stock measured from the market close on March 31, 2020 (the last trading day of fiscal 2020) through and including the end of the fiscal year for each year reported in the table. (7) Total shareholder return as calculated based on a fixed investment of $100 in the Dow Jones U.S. Asset Managers Index, measured from the market close on March 31, 2020 (the last trading day of fiscal 2020) through and including the end of the fiscal year for each year reported in the table. This is the same industry index used in our “Stock Performance Graph” in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of our 2024 Form 10-K. (8) “Net Income” as reported in our Annual Report on Form 10-K for the fiscal years ended March 31, 2024, 2023, 2022, and 2021. (9) For purposes of Item 402(v)(2)(iii) and as further described below in “Tabular List of Most Important Performance Measures”, we have identified Fee Related Earnings (“FRE”) as our Company-Selected Measure. FRE is described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”—“Non-GAAP Financial Measures” of our 2024 Form 10-K. For a reconciliation of FRE to our Net Income for the relevant periods, please see Appendix A.