DEF 14A of Hamilton Lane INC, Jul 24, 2025

DEF 14A of Hamilton Lane INC

Filed Jul 24, 2025 · FY20250001433642-25-000062

Open on EDGAR

  1. How do I recommend a director nominee?

    How do I recommend a director nominee? Under our Bylaws, in order to nominate a director at the 2026 annual meeting of stockholders, you must comply with the advance notice eligibility and procedural requirements in our Bylaws. If you wish to nominate an individual for election as director at the 2026 annual meeting of stockholders, we must receive your written nomination on or after May 7, 2026, but no later than June 6, 2026. You should send your proposal to: Hamilton Lane Incorporated, 110 Washington Street, Suite 1300, Conshohocken, PA 19428, Attention: Secretary. A copy of our Bylaws may be obtained free of charge from our website, shareholders.hamiltonlane.com/governance-documents, or from our Secretary. We are not required to consider a nomination or proposal that does not comply with the procedures set forth in our Bylaws, and compliance with these procedures does not necessarily require us to include the proposed nominee or proposal in our proxy materials.

  2. ELECTION OF DIRECTOR

    ELECTION OF DIRECTOR 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. Messrs. Rogers, Giannini, Hirsch and Sexton have served since we became a public company in March 2017. 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. On June 18, 2025, Mr. Giannini informed the board that he will not be standing for re-election to the board of directors when his term expires at the Annual Meeting. Accordingly, following the Annual Meeting there will be two vacancies on the board of directors, which our board expects to fill in due course. 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 9, 2025:

  3. ELECTION OF DIRECTOR

    | Name | Age | | Class I Directors - Term Expiring at the 2026 Annual Meeting | | | David J. Berkman | 63 | | Juan Delgado-Moreira | 54 | | O. Griffith Sexton | 81 | | Class II Directors - Term Expiring at the 2027 Annual Meeting | | | R. Vann Graves | 56 | | Erik R. Hirsch | 52 | | Leslie F. Varon | 68 | | Class III Directors - Term Expiring at the 2025 Annual Meeting | | | Hartley R. Rogers | 65 | | Mario L. Giannini | 72 |

  4. ELECTION OF DIRECTOR

    The terms of our two Class III directors expire at the 2025 Annual Meeting. As noted above, Mr. Giannini will not be standing for re-election to the board of directors when his term expires. At the direction of HLAI, our board of directors has nominated Mr. Rogers for election as our Class III director. Biographical information for the director nominee and directors whose terms continue beyond the Annual Meeting is contained below. If elected at the Annual Meeting, the nominee will serve for a three-year term expiring at the 2028 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Mr. Rogers has agreed to serve if elected, and we have no reason to believe that he will be unable to serve. If the nominee is unable to serve at the time of the Annual Meeting, proxies 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 Mr. Rogers as a Class III director. The following is a brief biographical summary of the experience of our director nominee and directors continuing in service beyond our Annual Meeting:

  5. Nominee for election at our 2025 Annual Meeting with a term expiring in 2028

    Nominee for election at our 2025 Annual Meeting with a term expiring in 2028

  6. 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 Hamilton Lane Advisors, L.L.C. (“HLA”), our operating company. 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.

  7. Directors continuing in office with terms expiring in 2026

    Directors continuing in office with terms expiring in 2026

  8. David J. Berkman

    David J. Berkman Mr. Berkman is a member of our board of directors and serves on its audit and compensation committees. Since January 2000, Mr. Berkman has served as the Managing Partner of Associated Partners, LP, a private equity firm engaged primarily in telecommunications infrastructure operations and investments. Mr. Berkman has also served as Managing Partner of Decibel Group, LLC, his family office, since January 2020. He currently serves on the board of Chemimage, Inc. and on its compensation committee. He also serves on the advisory committee of First Round Capital, a venture firm. Mr. Berkman previously served on the boards (or equivalent bodies) of Audacy, Inc. (OTC: AUDAQ) (formerly, Entercom Communications Corp. (NYSE: ETM)) and WatchBanQ Group Limited until 2024. Mr. Berkman also served on the board of overseers of the University of Pennsylvania School of Engineering and Applied Science until 2022 and on the board of Rotor Acquisition Corp. until 2021. He received a B.S. in Economics from the Wharton School of the University of Pennsylvania. Mr. Berkman’s extensive experience in private markets, in the start-up and operation of various platforms, as well as his long-standing service (including holding leadership positions) on other public company boards, enables him to bring valuable investment, operations and governance knowledge to the board of directors. Additionally, his insight in the areas of corporate finance, financial reporting, and accounting and controls is valuable to the Company.

  9. Juan Delgado-Moreira

    Juan Delgado-Moreira Mr. Delgado-Moreira has served as our Co-Chief Executive Officer since January 2024. In this role, he oversees the firm’s global sales efforts and client service organization. Mr. Delgado-Moreira also serves on our board of directors and is a member of various HLA investment committees. Mr. Delgado-Moreira served as our Vice Chairman from 2018 to 2023, in which role he oversaw our Asian investment activities and client relationships. Prior to joining the firm in 2005, Mr. Delgado-Moreira was an Investment Manager at Baring Private Equity Partners Ltd. in London, where he focused on mid-market private equity in Europe. Previously, Mr. Delgado-Moreira held senior research positions at institutions in the United Kingdom, including the University of Essex, and was a lecturer and Fulbright Scholar at Stanford University. Mr. Delgado-Moreira began his career as an analyst in Madrid, Spain at the Sociedad Estatal de Participaciones Industriales (formerly known as the Instituto Nacional de Industria). He received a B.A. in Political Science and Sociology and a Ph.D. in Research Methods/Statistics from the Universidad Complutense de Madrid. He is a CFA® charterholder and a member of the CFA Institute. Mr. Delgado-Moreira’s extensive experience in private markets, including his long tenure overseeing our Asia business, 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 as well as an important perspective on non-U.S. markets.

  10. O. Griffith Sexton

    O. Griffith Sexton Mr. Sexton is a member of our board of directors and serves on its audit and compensation committees. He served on the board of HLA from 2003 until our initial public offering (“IPO”) in 2017. From 2000 to 2020, he was a visiting lecturer at Princeton University, where he taught courses in corporate finance, and he was an adjunct professor of finance at Columbia Business School from 1995 to 2010. Prior to working in academia, Mr. Sexton was an investment banking professional at Morgan Stanley from 1973 to 1995, where he served as a Managing Director from 1985 to 1995. His responsibilities included the development and execution of advisory assignments involving major corporate transactions such as mergers, acquisitions, divestitures, corporate defense, recapitalizations, financial restructurings, joint ventures, spin-offs and squeeze outs. He has served as an advisory director of Morgan Stanley from 1995 to 2005 and from 2014 to the present. Mr. Sexton was a member of the board of directors of Morgan Stanley from 2005 to 2014 and of Investor AB, a publicly traded Swedish investment company, from 2003 to 2015. He received a B.S.E. cum laude from Princeton and an M.B.A. from Stanford and is a former U.S. naval aviator and Vietnam veteran. Mr. Sexton’s broad experience in finance and academia brings valuable insight, an in-depth understanding of the industry and a unique perspective to the board of directors.

  11. Directors continuing in office with terms expiring in 2027

    Directors continuing in office with terms expiring in 2027

  12. 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. The Chair of the audit committee also receives an additional $35,000 annual cash retainer. 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. Pursuant to the 2017 Equity Plan, the aggregate grant date fair value of all Awards (as defined therein) during any calendar year to any non-employee director, together with the amount of any cash fees or retainers paid to such non-employee director during such calendar year with respect to such individual’s service as a non-employee director, shall not exceed $500,000. The following table shows compensation paid to our non-employee directors in fiscal 2025:

  13. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | David J. Berkman | $200,000 | $— | $200,000 | | R. Vann Graves | $154,167 | $— | $154,167 | | O. Griffith Sexton | $— | $201,713 | $201,713 | | Leslie F. Varon | $118,958 | $100,932 | $219,890 |

  14. DIRECTOR COMPENSATION

    (1) Reflects fees paid within fiscal year. (2) Reflects the grant date fair value of a restricted stock award made during fiscal 2025 as compensation for service on our board of directors through our 2025 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 2025 Form 10-K. As of March 31, 2025, Mr. Berkman and Dr. Graves each had no shares of restricted stock outstanding, Mr. Sexton had 1,337 shares of restricted stock outstanding and Ms. Varon had 669 shares of restricted stock outstanding.

  15. 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% |

  16. Determination of Compensation for Named Executive Officers

    In fiscal 2025, 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. Each of the restricted stock awards was granted on March 14, 2025 and vests in equal installments on the four successive anniversaries of the grant date, provided the named executive officer continues to be employed with us through such dates. To determine the number of shares awarded, we generally utilize a 20-day volume weighted average price (“VWAP”) for the 20 trading days leading into the date of grant. This method is intended to mitigate against short-term volatility in HLNE’s stock price. Other Time-Based Awards In September 2024, Mr. Armbrister and Ms. Kramer received additional awards of time-based restricted stock. These awards were recommended by the Co-Chief Executive Officers in recognition of the importance of Mr. Armbrister’s and Ms. Kramer’s respective roles and contributions to the firm. The amounts of these restricted stock awards are set forth in the Grants of Plan-Based Awards in Fiscal 2025 Table below. In addition, in March 2025 the board of directors upon recommendation by the compensation committee approved the grant of what is expected to be the first in a series of five annual awards of 30,000 shares of time-based restricted stock to each of the Co-Chief Executive Officers (the “Annual Awards”) after consideration of the following factors for fiscal 2025: •no year-over-year decline in Company revenues or Adjusted EBITDA; •no material and uncured defaults under any material lending agreements to which the Company is a party; •no material litigation or regulatory actions against the Company and •no general and sustained loss of investor confidence in the Company or its prospects. A one-year performance period equal to our fiscal year will precede the grant of each of the four remaining Annual Awards and each such grant is conditioned upon the satisfaction, during the applicable fiscal year, of certain performance criteria (which may include one or more of the four criteria the board of directors considered in making the first Annual Award as described above) to be established by our compensation committee for each such fiscal year within the first 90 days of such fiscal year. Commencing with awards covering the performance period beginning April 1, 2025 and ending March 31, 2026, the Company anticipates that the compensation committee will certify performance and, if the performance metrics are attained, issue awards during the first quarter of the following fiscal year. The shares subject to each Annual Award will vest in equal installments on the four successive anniversaries of a vesting commencement date to occur in the last month of the applicable performance period, subject to the continued employment of the applicable Co-Chief Executive Officer through such dates. Performance Awards In June 2024, the board of directors approved the grant of 544,000 shares of performance-based restricted stock to each of our Co-Chief Executive Officers to incentivize future performance and in recognition of their increased responsibilities in connection with their promotions. These awards were granted in September 2024. In addition, in September 2024, the board of directors upon recommendation by the compensation committee also approved Performance Awards for Mr. Armbrister and Ms. Kramer (the Co-Chief Executive Officer and other named executive officer awards collectively, the “2024 Performance Awards”). The 2024 Performance Awards vest based upon (i) the Company’s 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 each 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 the 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, after which the vesting date would be the date the price target is reached. Due to the existence of the five-year 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. In addition, most alternative asset managers, including several of our competitors, use participation in carried interest or incentive fees as an essential means of compensating and motivating their professionals, and we must do the same in order to attract and retain the most qualified personnel. For purposes of our financial statements, we treat the income allocated to all our personnel who have participation interests in the carried interest or incentive fees generated by our funds as compensation and benefits expense, and the amounts of carried interest earned by named executive officers are reflected as “All Other Compensation” in the Summary Compensation Table. 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 2025, 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

  17. 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.

  18. Summary Compensation Table

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

  19. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | All Other Compensation ($) | Total ($) | | Erik R. Hirsch Co-Chief Executive Officer | 2025 | 325,000 | 2,100,000 | 75,928,720 | 1,867,756(3) | 80,221,476 | | | 2024 | 325,000 | 2,100,000 | 824,899 | 647,994 | 3,897,893 | | | 2023 | 325,000 | 2,100,000 | 835,687 | 2,391,037 | 5,651,723 | | Juan Delgado-Moreira(4) Co-Chief Executive Officer | 2025 | 320,880 | 1,408,471 | 75,665,922 | 1,631,638(5) | 79,026,911 | | | 2024 | 319,706 | 1,402,886 | 551,097 | 582,114 | 2,855,804 | | | 2023 | 319,131 | 1,395,809 | 1,059,289 | 1,481,215 | 4,255,444 | | Jeffrey B. Armbrister Chief Financial Officer | 2025 | 325,000 | 700,000 | 1,329,134 | 322,175(6) | 2,676,309 | | | 2024 | 325,000 | 630,000 | 247,501 | 147,620 | 1,350,121 | | Andrea Anigati Kramer Chief Operating Officer | 2025 | 325,001 | 1,050,000 | 2,098,221 | 1,369,115(7) | 4,842,337 | | | 2024 | 325,001 | 924,125 | 362,980 | 562,321 | 2,174,427 | | Lydia A. Gavalis General Counsel and Secretary | 2025 | 325,000 | 423,500 | 161,547 | 96,377(8) | 1,006,424 | | | 2024 | 325,000 | 423,500 | 166,439 | 48,260 | 963,199 | | | 2023 | 325,000 | 385,000 | 347,502 | 77,335 | 1,134,837 | | Drew T. Carl Chief Accounting Officer | 2025 | 319,231(9) | 264,000 | 58,829 | 16,420(10) | 658,480 | | | 2024 | 296,539 | 310,000 | 55,069 | 18,675 | 680,282 |

  20. Summary Compensation Table

    *Amounts in table may not sum due to rounding (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 2025 was paid in restricted stock granted on March 14, 2025, 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 time-vesting restricted stock awards, including those granted as the equity portion of the discretionary annual bonus, and Performance Awards, in each case, computed in accordance with FASB ASC Topic 718 (“ASC 718”). See “Compensation and Benefits” in Note 2, “Summary of Significant Accounting Policies” and Note 10, “Equity Based Compensation” to our consolidated financial statements included in Item 8 of our 2025 Form 10-K for a description of the assumptions used in determining the grant date fair value of our equity awards. For the 2024 Performance Awards granted in fiscal 2025, 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”. The grant date fair value for the 2024 Performance Awards granted in fiscal 2025 was $71,126,187, $71,126,187, $568,487 and $710,608 for Messrs. Hirsch, Delgado-Moreira and Armbrister and Ms. Kramer, respectively. These Performance Awards were subject to market conditions, and not performance conditions, as defined under ASC 718, and therefore did not have a maximum grant date fair value that differed from their grant date fair value. (3) This amount represents payments received in respect of the Company’s carried interest plans of $1,334,404, historical strategic technology investments of $522,853, and company 401(k) contributions of $10,500. (4) Mr. Delgado-Moreira was paid in Hong Kong dollars (“HKD”), which for purposes of this table were converted to U.S. dollars at the average exchange rate for the 12 months ended March 31, 2025 of 7.79 U.S. dollars per HKD. (5) This amount includes (a) payments received in respect of the Company’s carried interest plans of $1,499,122, (b) mandatory company contributions to the Hong Kong Mandatory Provident Fund of $2,310 and (c) $105,000 of filing fees and $25,206 of related legal expenses paid by the Company on behalf of Mr. Delgado-Moreira in connection with Mr. Delgado-Moreira's filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) during fiscal 2025. (6) This amount represents payments received in respect of the Company’s carried interest plans of $311,675 and company 401(k) contributions of $10,500. (7) This amount represents payments received in respect of the Company’s carried interest plans of $1,358,615 and company 401(k) contributions of $10,500. (8) This amount represents payments received in respect of the Company’s carried interest plans of $85,877 and company 401(k) contributions of $10,500. (9) This amount represents salary received in fiscal 2025. On April 1, 2024, Mr. Carl’s annual salary was increased from $300,000 to $320,000. (10) This amount represents payments received in respect of the Company’s carried interest plans of $5,811 and company 401(k) contributions of $10,608.

  21. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table sets forth the restricted stock awards granted to our named executive officers during fiscal 2025.

  22. Grants of Plan-Based Awards in Fiscal 2025

    | | Stock Awards | | | | | | | | | | | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | | | | Name | Type | Grant Date | Board Approval Date | Threshold (#) | Target (#) | Maximum (#) | All other stock awards: Number of shares of stock or units (#)(1) | Grant date fair value of stock awards ($)(2) | | Erik R. Hirsch Co-Chief Executive Officer | Performance Award (3) | 9/16/2024 | 6/20/2024 | 181,334 | 544,000 | 544,000 | — | 71,126,187 | | | Time-based RS (4) | 3/14/2025 | 3/11/2025 | | | | 30,000 | 4,002,000 | | | Time-based RS (5) | 3/14/2025 | 3/11/2025 | | | | 6,001 | 800,533 | | Juan Delgado-Moreira Co-Chief Executive Officer | Performance Award (3) | 9/16/2024 | 6/20/2024 | 181,334 | 544,000 | 544,000 | — | 71,126,187 | | | Time-based RS(4) | 3/14/2025 | 3/11/2025 | | | | 30,000 | 4,002,000 | | | Time-based RS(5) | 3/14/2025 | 3/11/2025 | | | | 4,031 | 537,735 | | Jeffrey B. Armbrister Chief Financial Officer | Performance Award (3) | 9/16/2024 | 9/5/2024 | 1,450 | 4,348 | 4,348 | — | 568,487 | | | Time-based RS (4) | 9/16/2024 | 9/5/2024 | | | | 3,342 | 493,714 | | | Time-based RS (5) | 3/14/2025 | 3/11/2025 | | | | 2,001 | 266,933 | | Andrea Anigati Kramer Chief Operating Officer | Performance Award (3) | 9/16/2024 | 9/5/2024 | 1,812 | 5,435 | 5,435 | — | 710,608 | | | Time-based RS (4) | 9/16/2024 | 9/5/2024 | | | | 6,683 | 987,280 | | | Time-based RS(5) | 3/14/2025 | 3/11/2025 | | | | 3,001 | 400,333 | | Lydia A. Gavalis General Counsel and Secretary | Time-based RS(5) | 3/14/2025 | 3/11/2025 | | | | 1,211 | 161,547 | | Drew T. Carl Chief Accounting Officer | Time-based RS(5) | 3/14/2025 | 3/11/2025 | | | | 441 | 58,829 |

  23. Grants of Plan-Based Awards in Fiscal 2025

    (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 Performance Awards and time-based restricted stock awards, computed in accordance with ASC 718. (3) Represents Performance Awards as described in “—Compensation Discussion and Analysis—Determination of Compensation for Named Executive Officers—Equity Awards—2017 Equity Plan—Performance Awards” above. (4) Represents time-based restricted stock award granted to the named executive officer in fiscal 2025 as described in“—Compensation Discussion and Analysis—Determination of Compensation for Named Executive Officers—Equity Awards—2017 Equity Plan—Other Time-Based Awards” above. (5) Represents the equity portion of the named executive officer’s discretionary annual bonus as described in “—Compensation Discussion and Analysis—Determination of Compensation for Named Executive Officers—Equity Awards—2017 Equity Plan—Awards as part of the Annual Bonus” above.

  24. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth the outstanding restricted stock awards held by our named executive officers as of March 31, 2025.

  25. Outstanding Equity Awards at 2025 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) | | Erik R. Hirsch Co-Chief Executive Officer | Time-based RS | 3/14/2022 | 2,742 | 407,653 | | | | | Time-based RS | 3/14/2023 | 6,948 | 1,032,959 | | | | | Time-based RS | 3/14/2024 | 6,021 | 895,142 | | | | | 2024 Performance Award | 9/16/2024 | 362,667 | 53,917,703 | 181,333 | 26,958,777 | | | Time-based RS | 3/14/2025 | 30,000 | 4,460,100 | | | | | Time-based RS | 3/14/2025 | 6,001 | 892,169 | | | | Juan Delgado-Moreira Co-Chief Executive Officer | Time-based RS | 4/8/2022(4) | 1,812 | 269,390 | | | | | Time-based RS | 3/14/2023 | 4,642 | 690,126 | | | | | Time-based RS | 3/14/2024 | 4,023 | 598,099 | | | | | 2024 Performance Award | 9/16/2024 | 362,667 | 53,917,703 | 181,333 | 26,958,777 | | | Time-based RS | 3/14/2025 | 30,000 | 4,460,100 | | | | | Time-based RS | 3/14/2025 | 4,031 | 599,289 | | | | Jeffrey B. Armbrister Chief Financial Officer | Time-based RS | 3/14/2022 | 324 | 48,169 | | | | | 2022 Performance Award | 9/16/2022 | 8,696 | 1,292,834 | 4,348 | 646,417 | | | Time-based RS | 3/14/2023 | 820 | 121,909 | | | | | Time-based RS | 3/14/2024 | 1,806 | 268,498 | | | | | 2024 Performance Award | 9/16/2024 | 2,899 | 430,994 | 1,449 | 215,423 | | | Time-based RS | 9/16/2024 | 3,342 | 496,855 | | | | | Time-based RS | 3/14/2025 | 2,001 | 297,489 | | | | Andrea Anigati Kramer Chief Operating Officer | Time-based RS | 3/14/2022 | 881 | 130,978 | | | | | 2022 Performance Award | 9/16/2022 | 8,696 | 1,292,834 | 4,348 | 646,417 | | | Time-based RS | 3/14/2023 | 2,779 | 413,154 | | | | | Time-based RS | 3/14/2024 | 2,649 | 393,827 | | | | | 2024 Performance Award | 9/16/2024 | 3,624 | 538,780 | 1,811 | 269,241 |

  26. Outstanding Equity Awards at 2025 Fiscal Year End

    | | Time-based RS | 9/16/2024 | 6,683 | 993,562 | | | | | Time-based RS | 3/14/2025 | 3,001 | 446,159 | | | | Lydia A. Gavalis General Counsel and Secretary | Time-based RS | 3/14/2022 | 544 | 80,876 | | | | | 2022 Performance Award | 9/16/2022 | 4,348 | 646,417 | 2,174 | 323,209 | | | Time-based RS | 3/14/2023 | 1,274 | 189,406 | | | | | Time-based RS | 3/14/2024 | 1,215 | 180,634 | | | | | Time-based RS | 3/14/2025 | 1,211 | 180,039 | | | | Drew T. Carl Chief Accounting Officer | Time-based RS | 3/14/2022 | 44 | 6,541 | | | | | Time-based RS | 3/14/2024 | 402 | 59,765 | | | | | Time-based RS | 3/14/2025 | 441 | 65,563 | | |

  27. Outstanding Equity Awards at 2025 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. Included in this column are the portions of Performance Awards for which market conditions have been met but time-based vesting conditions have not. (2) The value included in this table is calculated by multiplying the number of unvested equity awards by $148.67, the closing stock price of our Class A common stock as of March 31, 2025, the last trading day of our fiscal year. (3) The 2022 Performance Awards vest based upon (i) the market price of our Class A common stock achieving certain price thresholds from $150 per share to $230 per share over a period of up to seven years 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). The 2024 Performance Awards vest as described in “—Compensation Discussion and Analysis—Determination of Compensation for Named Executive Officers—Equity Awards—2017 Equity Plan—Performance Awards” above. (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 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.

  28. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 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 2025.

  29. Option Exercises and Stock Vested in Fiscal 2025

    | | Restricted Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Erik R. Hirsch Co-Chief Executive Officer | 9,893(2) | 1,375,226 | | Juan Delgado-Moreira Co-Chief Executive Officer | 6,550(3) | 910,516 | | Jeffrey B. Armbrister Chief Financial Officer | 1,595(2) | 221,721 | | Andrea Anigati Kramer Chief Operating Officer | 3,714(2) | 516,283 | | Lydia A. Gavalis General Counsel and Secretary | 1,909(2) | 265,370 | | Drew T. Carl Chief Accounting Officer | 179(4) | 24,883 |

  30. Option Exercises and Stock Vested in Fiscal 2025

    (1) 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. (2) This amount includes the portion of time-based restricted stock awards granted in fiscal 2021, 2022, 2023 and 2024 that vested in fiscal 2025. Each award vests in four equal annual installments on the four successive anniversaries of the grant date. (3) This amount includes the portion of time-based restricted stock awards granted in fiscal 2021, 2023 and 2024 that vested in fiscal 2025. 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. (4) This amount includes the portion of time-based restricted stock awards granted in fiscal years 2022 and 2024 that vested in fiscal 2025. Each award vests in four equal annual installments on the four successive anniversaries of the grant date.

  31. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  32. 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, 2025: •the annual total compensation of our median employee was $130,802; •the annual total compensation of Mr. Hirsch was $80,221,476; and •the ratio of the annual total compensation of Mr. Hirsch to that of our median employee was 613 to 1. •the annual total compensation of Mr. Delgado-Moirera was $79,026,911; and •the ratio of the annual total compensation of Mr. Delgado-Moirera to that of our median employee was 604 to 1. To identify the median employee for the purpose of providing the information above, we examined the compensation of all of our employees (other than our Co-Chief Executive Officers) as of March 31, 2025, based on our payroll records, a consistently applied compensation measure consisting of such employees’ annual salary and annual cash bonus, including commissions. As we believe this measure reasonably reflects the annual compensation of our employees, carried interest payouts/awards, equity awards, sign-on bonuses, 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 10 employees located in South Korea (6), Italy (2), Mexico (1) and Sweden (1). The excluded employees represent less than 5% of our total global population of 772 employees as of March 31, 2025, consisting of 622 U.S. employees and 150 non-U.S. employees. Salaries of active employees as of March 31, 2025 who were employed for less than the full fiscal 2025 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.

  33. 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 five 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(s) (“PEO(s)”) and the average CAP for our non-PEO NEOs alongside certain Company financial metrics during fiscal years 2021 through 2025. Because we had a PEO and then successor Co-PEOs in fiscal 2024, information is presented as to all three individuals for such year.

  34. Pay Versus Performance

    | Year | Mario L. Giannini | | Erik R. Hirsch | | Juan Delgado-Moreira | | Average SCT Total for non-PEO NEOs (3) ($) | Average CAP to non-PEO NEOs (3) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (6) ($ millions) | Fee Related Earnings (7) ($ 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 (4) ($) | Peer Group Total Shareholder Return (5) ($) | | | | 2025 | | | 80,221,476 | 81,497,762 | 79,026,911 | 79,992,877 | 2,295,888 | 2,884,501 | 294.21 | 256.43 | 313.77 | 276.47 | | 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 | 227.21 | 206.72 | | 2023 | 658,386 | 658,386 | — | — | — | — | 3,088,962 | 3,099,481 | 141.70 | 171.52 | 187.19 | 168.87 | | 2022 | 711,477 | 711,477 | — | — | — | — | 1,959,255 | 1,997,115 | 144.58 | 189.87 | 247.25 | 144.25 | | 2021 | 853,803 | 1,091,877 | — | — | — | — | 2,183,114 | 2,870,381 | 163.01 | 174.17 | 168.79 | 130.04 |

  35. Pay Versus Performance

    (1) Mr. Giannini served as PEO in fiscal 2021, 2022, 2023 and a portion of fiscal 2024. In fiscal 2024 Messrs. Hirsch and Delgado-Moreira served as Co-PEOs after Mr. Giannini transitioned to his current role. Messrs. Hirsch and Delgado-Moreira served as Co-PEOs in fiscal 2025. (2) To calculate CAP for fiscal 2025, 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):

  36. Pay Versus Performance

    | | 2025 | | | | | Erik R. Hirsch | Juan Delgado-Moreira | | | | PEO ($) | PEO ($) | Avg. Non-PEO NEOs ($) | | Summary Compensation Table Total | 80,221,476 | 79,026,911 | 2,295,888 | | Deduct amounts reported in the Stock Awards column of Summary Compensation Table(w) | 75,928,720 | 75,665,922 | 911,933 | | Add fair value(x) of current year equity awards at end of current fiscal year | 76,334,669 | 76,052,832 | 916,577 | | Add change in fair value(x) of prior years’ equity awards that remained outstanding and unvested at end of current fiscal year | 575,473 | 383,757 | 528,587 | | Add change in fair value(x) of prior years’ equity awards that vested during current fiscal year | 294,863 | 195,299 | 55,383 | | Deduct fair value at end of prior fiscal year of equity awards that failed to meet vesting conditions in the current fiscal year | — | — | — | | CAP Total(y) | 81,497,762 | 79,992,877 | 2,884,501 |

  37. 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. (x) Reflects the measurement date fair value of equity-based awards, measured in accordance with ASC 718 and in accordance with the SEC’s methodology for determining CAP. 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” and Note 10, “Equity Based Compensation” to our consolidated financial statements included in Item 8 of our 2025 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) All applicable adjustments are listed herein. Regarding those items referenced in Item 402(v) that are not reflected: (1) no equity awards were granted that vested within the same fiscal year; (2) dividend 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 fiscal 2025; and (4) the Company does not offer pension plans to its named executive officers. (3) The non-PEO NEOs were the following individuals for each of the fiscal years shown: 2025 – Mr. Armbrister, Ms. Kramer, Ms. Gavalis and Mr. Carl; 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. (4) 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, assuming the reinvestment of dividends. (5) 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, assuming the reinvestment of dividends. 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 2025 Form 10-K. (6) “Net Income” as reported in our Annual Report on Form 10-K for the fiscal years ended March 31, 2021 through 2025. (7) 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 2025 Form 10-K. For an explanation of how we calculate FRE, please see Appendix A.

  38. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is an internal measure of profitability. We believe Adjusted EBITDA is useful to investors because it enables them to better evaluate the performance of our core business across reporting periods. Adjusted EBITDA represents net income excluding (a) interest expense on our outstanding debt, (b) income tax expense, (c) depreciation and amortization expense, (d) equity-based compensation expense, (e) non-operating (loss) gain and (f) certain other significant items that we believe are not indicative of our core performance.