Independent
Tenure on this board
9.3 yrs
3 nominees · 3 ballot items.
Vote to elect three Class I directors (Berkman, Delgado-Moreira, Sexton), an advisory approval of named executive officer compensation (say-on-pay), and ratification of Ernst & Young LLP as independent auditors for FY2027.
Elect David J. Berkman, Juan Delgado-Moreira and O. Griffith Sexton as Class I directors to serve three-year terms expiring in 2029.
A non-binding advisory (say-on-pay) vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This management proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy statement. Management is seeking shareholder endorsement to validate its compensation approach, which combines base salary, discretionary annual bonuses (partly paid in time-based restricted stock for highly compensated employees), long-term equity awards including performance-based awards and carried interest participation to align executives’ incentives with long-term stockholder value and retention. The compensation committee, which includes both independent directors and the Executive Co-Chairman (consistent with the Company’s controlled-company status), recommends an annual say-on-pay vote and has adopted policies such as multi-year vesting and a Compensation Recovery Policy to mitigate excessive risk-taking. Contextually, the Company experienced a significant negative change-in-fair-value adjustment to unvested equity holdings (notably the 2024 Performance Awards) that produced negative CAP under Item 402(v) for fiscal 2026, although that is an accounting/measurement outcome rather than cash clawback or forfeiture. Additional nuances include a change in bonus timing (transitioning bonus payouts to May) that shifted certain equity grants out of fiscal 2026 reporting and the grant of co-CEO annual awards and CAGR Performance Awards intended to retain leadership and incent multi-year TSR-like targets. The board emphasizes that the advisory vote is non-binding but will be considered by the compensation committee and board in future compensation decisions; prior stockholder support (76.2% in 2025) informed continuation of current practices. Material governance context includes the stockholders agreement and the Company’s status as a controlled company, which affects board and committee composition and the influence of the controlling stockholder on outcomes. In evaluating this proposal, an analyst should weigh program design (mix of cash, time-based RS, and performance awards), recent large one-time performance grants and their accounting effects, the Company’s disclosure on risk-mitigation features, and the demonstrated past stockholder support when assessing alignment with long-term shareholder interests.
Ratify the appointment of Ernst & Young LLP as Hamilton Lane’s independent registered public accounting firm for the fiscal year ending March 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.11% | 2,265,912 | $179M |
| 2 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 4.10% | 2,257,263 | $178M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.26% | 1,796,500 | $142M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.26% | 1,794,120 | $141M |
| 5 | STATE STREET CORP | 2.46% | 1,355,756 | $108M |
| 6 | BlackRock, Inc. | 2.38% | 1,311,498 | $103M |
| 7 | LOS ANGELES CAPITAL MANAGEMENT LLC | 2.20% | 1,215,166 | $96M |
| 8 | PRINCIPAL FINANCIAL GROUP INC | 1.68% | 927,364 | $73M |
| 9 | CITADEL ADVISORS LLC | 1.68% | 925,404 | $73M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.61% | 887,466 | $70M |
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