Cyrus Walker
HOULIHAN LOKEYAbout Cyrus D. Walker
Cyrus D. Walker, 57, is an independent director of Houlihan Lokey (HLI) serving since 2020; he currently chairs the Nominating & Corporate Governance Committee. He is a Managing Director at Consello (joined January 2025), an Operating Partner at The Vistria Group (since January 2022), and holds a B.A. from Colorado College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consello | Managing Director | Jan 2025–present | Advisory and investment firm focused on financial services and growth strategy |
| The Vistria Group | Operating Partner | Jan 2022–present | Private equity operating leadership |
| Discovery Land Company | Principal | –Jan 2025 (start not disclosed) | Real estate development leadership |
| The Dibble Group | Founder & CEO | 2018–2022 | Built insurance brokerage & consulting platform |
| Nemco Group | Co‑Chief Executive Officer | Not disclosed | Insurance brokerage leadership; acquired by NFP Corp. |
External Roles
| Company | Public/Private | Role | Start |
|---|---|---|---|
| APi Group | Public | Director | Oct 2019 |
| Flores & Associates | Not disclosed | Director | Aug 2022 |
| The Mather Group | Not disclosed | Director | Jan 2022 |
| Kendra Scott | Not disclosed | Director | May 2021 |
| OneTeam Partners | Not disclosed | Director | Jan 2023 |
Board Governance
- Classification and term: Class II director; term expires at the 2026 annual meeting .
- Independence: Board determined Mr. Walker is independent under NYSE rules .
- Committee assignments: Chair, Nominating & Corporate Governance Committee (members: Kosecoff, Zuber, Walker) .
- Attendance and engagement: In fiscal 2025, each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting (in person or by phone) .
- Board structure context: HLI is a “controlled company”; after the 2025 Annual Meeting, the Board will no longer have a majority of independent directors (though HLI states it currently complies with non‑controlled standards) .
- Lead Independent Director: Robert A. Schriesheim serves as Lead Independent Director and presides over executive sessions .
Fixed Compensation (Director)
| Item | Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer (FY2025) | $100,000 | Effective for fiscal 2025; paid quarterly, pro‑rated for partial year . |
| Annual equity grant (fully vested Class A shares) | $100,000 | Dollar‑denominated; fully vested at grant . |
| Committee chair equity grant | $30,000 (N&CG Chair) | Fully vested Class A shares; awarded to Walker in May 2025 for FY2025 service . |
| Grant sizing method | 10‑day average closing price after prior‑year earnings release | Applies to annual and chair awards . |
| Stock ownership guideline | 4x annual cash retainer ($400,000 for FY2025) | Company states each director is in compliance . |
| Director Compensation (FY2025) | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Cyrus D. Walker | $100,000 | $128,851 | $228,851 |
Performance Compensation (Director)
| Element | Status | Details |
|---|---|---|
| Performance‑based equity (PSUs/Options) | Not used for outside directors | FY2025 director awards are fully vested Class A stock; as of March 31, 2025 outside directors held no unvested equity awards . |
| Options / option‑like instruments | Not granted | Company states it does not grant stock options or “option‑like” awards . |
| Performance metrics for director pay | Not applicable | No disclosed performance metrics or bonus plans for outside directors . |
Other Directorships & Interlocks
- Current public company directorship: APi Group (Director since Oct 2019) .
- Additional boards (not specified as public): Flores & Associates (Aug 2022), The Mather Group (Jan 2022), Kendra Scott (May 2021), OneTeam Partners (Jan 2023) .
- Committee roles at other boards: Not disclosed in HLI proxy .
Expertise & Qualifications
- Industry expertise: Insurance brokerage and consulting (Founder/CEO of The Dibble Group; Co‑CEO Nemco Group) .
- Private equity/advisory: Operating Partner at The Vistria Group; Managing Director at Consello .
- Board governance: Serves as Chair, Nominating & Corporate Governance Committee at HLI .
- Education: B.A., Colorado College .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Ownership % (Class A / Class B) | Voting Power % |
|---|---|---|---|---|
| Cyrus D. Walker | 6,115 | — | <1% / — | <1% |
- Unvested director equity: As of March 31, 2025, outside directors held no unvested restricted shares or other equity‑based awards .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock by directors and officers .
- Ownership guideline: 4x annual cash retainer ($400,000 for FY2025); company states each director is in compliance .
Governance Assessment
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Strengths
- Independent director with relevant operating and deal‑adjacent experience; chairs Nominating & Corporate Governance Committee, positioning him to influence board refreshment and governance practices .
- Clean related‑party profile in proxy; no Walker‑specific related person transactions disclosed; HLI has a formal related‑party review policy overseen by independent directors .
- Director compensation structure is balanced (cash + fully vested equity) with clear sizing methodology and robust ownership guideline; company reports all directors in compliance .
-
Potential Risks / Watch Items
- Controlled company status and anticipated lack of majority‑independent board following the 2025 meeting; increases reliance on the effectiveness of independent committee leadership (including Walker’s N&CG chair role) to safeguard minority shareholder interests .
- Multiple external roles (PE operating partner; advisory firm managing director; several boards) can pose bandwidth/perception risks; however, the company reports ≥75% attendance for all directors in FY2025 .
- Outside roles at financial/advisory/PE firms (Consello, Vistria) could present situational conflicts; company policy requires independent review of any related‑person transactions; none disclosed for Walker in the proxy .
-
Additional context for investor confidence
- Lead Independent Director structure and executive sessions are in place; each held at least annually .
- 2024 Say‑on‑Pay received ~97% support, indicating broad shareholder endorsement of compensation governance (company‑wide indicator, not director‑specific) .
RED FLAGS to monitor: Board no longer majority independent post‑2025 meeting (as disclosed) . Continued verification that any Consello/Vistria interactions with HLI are screened under the related‑party policy (no Walker‑related transactions disclosed in current proxy) .