Not independent
Tenure on this board
19.4 yrs
7 nominees · 3 ballot items.
Election of seven directors to the Board; a non-binding, advisory vote to approve the compensation of the Named Executive Officers (say-on-pay); and ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect seven nominees—Kenneth Moelis, Navid Mahmoodzadegan, Eric Cantor, Thorold Barker, Louise Mirrer, Kenneth L. Shropshire and Laila Worrell—to the Board of Directors to hold office until the 2027 Annual Meeting.
Non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement, including the CD&A, compensation tables and related narrative.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosure and pay practices as described in the Proxy Statement. Management is seeking approval to validate its 2025 compensation approach, which emphasizes a pay-for-performance philosophy with a majority of incentive compensation delivered in long‑term equity (RSUs and LP Units) tied to multi-year vesting and, in certain cases, rigorous TSR-based performance conditions. The request is contextualized by a leadership transition in 2025—Ken Moelis stepping to Executive Chairman and Navid Mahmoodzadegan becoming CEO—and by two one-time awards (a retention award for the Executive Chairman and a performance-based succession award for the CEO) granted in connection with that succession, which have been focal points in shareholder engagement. The Board’s stated rationale for recommending a FOR vote is that the program aligns executives’ pay with long-term firm performance, retention, and shareholder interests, includes governance safeguards (clawbacks, independent compensation consultant, ownership guidelines), and that the Committee considered feedback from substantial shareholder outreach covering roughly 73% of unaffiliated Class A shares. While the vote is advisory and non-binding, management commits to consider the outcome when making future compensation decisions; last year approximately 77% of votes supported the compensation program. Key fiduciary considerations include whether discretionary elements and one-time awards are appropriately structured and justified by performance metrics and succession needs, and whether equity vesting and performance conditions provide sufficient alignment and clawback/anti-hedging protections. For an investor or analyst, the contested aspects to evaluate further would be the discretionary nature of awards, the design and caps of one-time succession awards, the specific TSR hurdles and vesting schedules, and the degree to which shareholder feedback has materially influenced plan design going forward.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.2% | 6,445,433 | $367M |
| 2 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 6.1% | 4,771,372 | $272M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.9% | 4,628,683 | $264M |
| 4 | WASATCH ADVISORS LP | 4.8% | 3,742,624 | $213M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 3,315,040 | $189M |
| 6 | STATE STREET CORP | 3.7% | 2,921,129 | $167M |
| 7 | LONDON CO OF VIRGINIA | 3.7% | 2,903,947 | $166M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.4% | 2,703,182 | $154M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 1,909,510 | $109M |
| 10 | HighTower Advisors, LLC | 2.3% | 1,785,339 | $102M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.