Christopher Crain
HOULIHAN LOKEYAbout Christopher Crain
Christopher M. Crain (age 64) serves as General Counsel and Secretary of Houlihan Lokey, a role he has held since September 2004, and he manages the firm’s Legal and Compliance department . He holds a B.A. in Political Science from the University of California, Davis and a J.D., cum laude, from Loyola Law School; his prior experience includes work as an attorney at a global law firm focused on financing transactions, infrastructure projects, and environmental law, and as an executive for nationally recognized non-profits focused on K‑12 education, medical research, and access to capital . During fiscal 2025, HLI achieved the highest annual revenue in its history ($2.39 billion), supported by acquisitions/integrations including 7 Mile Advisors, Triago, Waller Helms Advisors, and Prytania Solutions; Mr. Crain led the firm’s efforts to comply with increasingly complex legal and regulatory regimes across jurisdictions . HLI’s bonus pool design in FY2025 was tied to company revenue outcomes, with PSAs contingent on multi-year revenue CAGR targets, indicating pay-for-performance linkage to firm growth rather than discretionary guarantees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global law firm (undisclosed) | Attorney | Prior to Sep 2004 | Focused on financing transactions, infrastructure projects, environmental law |
| Nationally recognized non-profits (undisclosed) | Executive | Prior to Sep 2004 | Focus areas: K‑12 education, medical research, access to capital |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nationally recognized non-profits (undisclosed) | Executive | Prior to Sep 2004 | Leadership in initiatives spanning K‑12 education, medical research, and capital access |
Fixed Compensation
| Fiscal Year | Base Salary ($) | Notes |
|---|---|---|
| FY2025 | 500,000 | Salary paid during FY2025: $500,000 |
Performance Compensation
FY2025 Annual Incentive Breakdown (Awarded under FY2025 Bonus Program)
| Component | Amount ($) | Grant Details | Vesting |
|---|---|---|---|
| Cash | 1,462,000 | Portion paid May 15, 2025; remaining $390,500 scheduled Nov 30, 2025, contingent on employment in good standing | N/A |
| Time‑based restricted shares (Class B) | 288,000 | 1,623 shares granted May 22, 2025 (grant-date FV ≈ $281,006) | Four equal installments on May 15 of 2026–2029, subject to continued employment |
| Performance‑vesting restricted shares (PSAs) | 500,000 | 2,818 shares granted May 22, 2025 (grant-date FV ≈ $487,909) | Four equal installments on May 15 of 2026–2029, contingent on (i) employment in good standing and (ii) attainment of 7% annual compound growth in total revenue above FY2025 base |
FY2025 program design: Company set a performance-based bonus pool tied to revenue outcomes; actual FY2025 revenue was $2.39B, establishing the maximum bonus pool (4.0% of revenue, $95,576,640); there were no individual thresholds, targets, or maximums for executives under the cash bonus program .
FY2024 Awards Granted in FY2025 (Disclosure context for vesting mechanics)
| Award Type | Shares | Grant-Date FV ($) | Vesting | Performance Metric |
|---|---|---|---|---|
| Time‑based restricted shares (Class B) | 1,908 | 255,825 | Four equal installments on May 15 of 2025–2028, subject to continued employment | N/A |
| PSAs | 1,848 | 247,780 | Four equal installments on May 15 of 2025–2028, contingent on (i) employment in good standing and (ii) attainment of 7% annual compound revenue growth above FY2024 base | 7% annual compound revenue growth above FY2024 base |
FY2025 Aggregate Compensation Outcome
| Year | Salary ($) | Non-Equity Incentive Compensation ($) | Total ($) |
|---|---|---|---|
| 2025 | 500,000 | 2,250,000 | 2,750,000 |
Equity Ownership & Alignment
Beneficial Ownership (as of July 24, 2025)
| Class | Shares Beneficially Owned | Percentage of Class |
|---|---|---|
| Class B | 53,938 | Less than 1% |
- Hedging and pledging of company stock are prohibited by HLI’s insider trading policy .
- Company does not grant stock options or option-like awards; no options outstanding for NEOs in FY2025 .
Outstanding Equity Awards (as of March 31, 2025; market value uses Class A price $161.50)
| Grant Date | Award Type | Unvested/Outstanding (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|
| May 26, 2021 | Time‑based RS | 460 | 74,290 | Remaining unvested shares vested May 15, 2025 |
| May 27, 2022 | Time‑based RS | 2,710 | 437,665 | 50% vested May 15, 2025; 50% scheduled May 15, 2026 |
| May 24, 2023 | Time‑based RS | 2,178 | 351,747 | 1/3 vested May 15, 2025; 1/3 scheduled May 15, 2026; 1/3 scheduled May 15, 2027 |
| May 23, 2024 | Time‑based RS | 1,908 | 308,142 | 25% vested May 15, 2025; 25% scheduled May 15, 2026; 25% May 15, 2027; 25% May 15, 2028 |
| May 23, 2024 | PSAs (earned portion) | 462 | 74,613 | Vested May 15, 2025 |
| May 23, 2024 | PSAs (unearned) | 1,386 | 223,839 | Expected to vest 1/3 each on May 15 of 2026–2028 if performance conditions are met |
Upcoming Vesting & Potential Supply Overhang
- FY2025 time-based RS grant (1,623 shares) and PSAs (2,818 shares) each vest in four equal installments on May 15 of 2026–2029, subject to employment (and revenue CAGR performance for PSAs) .
- FY2024 awards granted in FY2025 vest in installments May 15 of 2025–2028 for both time‑based RS and PSAs (with revenue CAGR performance) .
- Trading is subject to HLI’s insider trading policy and window restrictions; hedging/pledging is prohibited .
Employment Terms
| Provision | Term |
|---|---|
| Transition Program (adopted May 2022) | Establishes framework for executive officers, including General Counsel, to resign into a limited role with a Transition Employment Agreement (term ≥ 4 years effective at transition) . |
| Compensation during transition | Annual salary $200,000 for departing General Counsel; continued vesting of existing unvested equity; participation in employee benefit plans similar to managing directors . |
| Non‑compete | Executive subject to non‑compete during the transition employment term . |
| Termination during transition | If death/disability or company terminates without cause: outstanding equity awards vest in full; COBRA premiums paid up to 18 months or remainder of four‑year term (whichever is less), subject to signing a release . |
| Severance/Change‑of‑Control (outside Transition Program) | Company otherwise does not provide payments upon termination or change in control . |
| Clawback | Policy for recovery of erroneously awarded compensation adopted Oct 2, 2023 under NYSE Rule 10D‑1; recovery of incentive-based comp over three years preceding restatement if practicable . |
| Insider Trading Policy | Prohibits hedging, margin purchases, and pledging of company securities . |
Performance Compensation Mechanics (Detail)
| Element | Metric | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|---|
| FY2025 cash bonus | Company revenue vs average FY2022–FY2024 revenue ($2.00B) | N/A (no individual thresholds/maximums) | 100% of $2.00B average to establish max pool (4.0% of revenue) | FY2025 revenue $2.39B; max pool $95,576,640 | Committee judgment per NEO; Crain: $1,462,000 cash, with $390,500 deferred to Nov 30, 2025 subject to employment | Cash; dates per program |
| FY2025 PSAs | 7% annual compound revenue growth above FY2025 base | N/A (individual award not weighted; contingent vesting) | 7% CAGR threshold annually | To be tested FY2026–FY2029 | 2,818 PSAs with $500,000 grant value | Four equal installments May 15 of 2026–2029, contingent on employment and performance |
| FY2024 PSAs (granted FY2025) | 7% annual compound revenue growth above FY2024 base | N/A | 7% CAGR threshold annually | Tested FY2025–FY2028 | 1,848 PSAs; grant-date FV $247,780 | Four equal installments May 15 of 2025–2028, contingent on employment and performance |
Say‑on‑Pay and Compensation Committee
- 2024 say‑on‑pay support: approximately 97% of votes cast in favor, indicating strong shareholder support for executive compensation approach .
- Compensation Committee: chaired by Gillian B. Zucker; members include Ekpedeme M. Bassey and Robert A. Schriesheim; Committee reviewed CD&A and recommended inclusion in Proxy and Form 10‑K .
Equity Ownership & Governance Policies
- Director stock ownership policy requires outside directors to hold stock equal to 4× annual cash compensation; all directors in compliance; policy updated with May 2024 retainer increase .
- Equity compensation plan (2016 Plan) outstanding awards include RSUs/dollar‑denominated awards; settlement in cash or Class B shares; shares available for future issuance as of Mar 31, 2025 were 4,970,718 .
Track Record and Role Execution
- FY2025 strategic execution included record revenue, integrations of acquired firms, and scaling corporate departments; Crain led compliance across increasingly complex regulatory regimes, supporting operational scalability .
- Section 16(a) compliance: company believes all officers/directors filed timely reports except one late Form 4 for Mr. Gold; no exceptions noted for Mr. Crain .
- No options held or exercised by NEOs in FY2025; Crain acquired 2,987 shares on vesting in FY2025, with realized value $406,620 .
Investment Implications
- Compensation alignment: Crain’s pay is heavily variable and tied to company performance, with PSAs contingent on multi‑year revenue CAGR, supporting pay‑for‑performance discipline; absence of options reduces repricing risk and “option overhang” .
- Retention risk: Multi‑year vesting through 2029 on FY2025 grants and through 2028 on FY2024 grants, with performance gates for PSAs, creates strong retention hooks; a portion of FY2025 cash payout ($390,500) is deferred to Nov 30, 2025 subject to employment, reinforcing near‑term retention .
- Selling pressure: Upcoming annual vesting dates (May 15) through 2029 represent potential supply overhang; insider trading policy restricts trading windows and prohibits hedging/pledging, mitigating opportunistic selling and leverage risks .
- Governance safeguards: No severance or change‑in‑control payments, clawback policy compliant with NYSE Rule 10D‑1, and high say‑on‑pay support (97%) indicate shareholder‑friendly structures and lower agency risk .
- Alignment vs ownership: Crain’s direct beneficial ownership (<1% of Class B) is modest, but meaningful unvested equity and performance‑tied PSAs align incentives to revenue growth; execution risk is linked to sustaining 7% revenue CAGR amidst market cycles in advisory activity .