Irwin Gold
HOULIHAN LOKEYAbout Irwin Gold
Irwin N. Gold (age 68) is Co‑Chairman of Houlihan Lokey and Chairman of the Board (Chair since 2013; director since 1994). He co‑founded HLI’s market‑leading Financial Restructuring practice and served as Global Co‑Head of Financial Restructuring from 1988–2012; education includes a B.A. in Economics (summa cum laude, Phi Beta Kappa) from Duke and a J.D. from the University of Virginia Law School . Recent company performance under the current leadership team includes record FY2025 revenue of $2.39B (+25% YoY) and a quarterly dividend increase to $0.60; HLI’s cumulative TSR turned a $100 investment into $314 over FY2021–FY2025, while the S&P 500 Financials peer index reached $264 over the same window .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Houlihan Lokey | Global Co‑Head, Financial Restructuring | 1988–2012 | Co‑founded and led HLI’s flagship restructuring practice; led many of the firm’s largest and most complex engagements . |
| Houlihan Lokey | Executive Chairman (prior), then Co‑Chairman | Through June 10, 2024 (Exec. Chairman); Co‑Chairman thereafter | Senior executive for strategic planning, client relations, and business development; board Chair since 2013 . |
| Houlihan Lokey | Chairman of the Board | Since 2013 | Presides over the board; provides guidance to the CEO and sets board agendas . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cole National Group, Inc. | Director | Not disclosed | Prior public company directorship . |
| Advantica Restaurant Group, Inc. | Director | Not disclosed | Prior public company directorship . |
| The Bibb Company | Director | Not disclosed | Prior public company directorship . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base salary ($) | 500,000 | 500,000 | 500,000 |
| All other compensation ($) | — | — | 209,631 (travel stipend $97,848; tax gross‑up $111,783) |
Performance Compensation
Annual incentive – structure and outcomes
| Item | FY2024 Design/Result | FY2025 Design/Result |
|---|---|---|
| Bonus pool design | Pool as % of revenue based on revenue vs 3‑yr avg ($1.87B): tiers 2.0%–4.0% (max at ≥100%) . | Pool as % of revenue based on revenue vs 3‑yr avg ($2.00B): tiers 2.0%–4.0% (max at ≥100%) . |
| Company performance | FY2024 revenue $1.91B → max 4.0% pool ($76.6M) . | FY2025 revenue $2.39B → max 4.0% pool ($95.6M) . |
| Allocation approach | Committee discretion by executive; factors include revenue/EPS/net income/TSR, strategic initiatives, risk management, individual performance, internal positioning; WTW consulted . | Same approach and factors; peer sets used (boutique: EVR, LAZ, MC, PWP, PIPR; bulge: BARC, C, BAC, DB, GS, JPM, MS, UBS); WTW consulted; no fixed percentile target . |
Irwin N. Gold – incentive payouts and instruments
| Fiscal Year | Aggregate Bonus Award ($) | Cash Portion ($) | Time‑Based Equity Portion ($) | Performance‑Based Equity (PSAs) ($) |
|---|---|---|---|---|
| FY2024 | 4,000,000 | 3,300,000 | 700,000 | 500,000 (3,697 PSAs granted 5/23/2024) |
| FY2025 | 2,500,000 | 1,650,000 (incl. $448,000 scheduled 11/30/2025 if employed) | 350,000 | 500,000 (2,818 PSAs granted 5/22/2025) |
Notes: FY2025 time‑based shares vest 25% annually on May 15 of 2026–2029; FY2025 PSAs vest 25% in 2026–2029 if employed and the revenue growth condition is met .
Performance‑linked mechanics (detail)
| Metric | Weighting/Design | Target/Trigger | Actual/Status | Payout/Vesting |
|---|---|---|---|---|
| Annual bonus pool (FY2025) | Company‑level revenue gate; committee discretion for individuals | Max pool at ≥100% of 3‑yr avg revenue ($2.00B) | $2.39B achieved | 4.0% of revenue pool; Gold received $2.5M award (cash, TBRS, PSAs) |
| PSAs (FY2025 grant) | 4 annual tranches (2026–2029) | 7% compound annual revenue growth above FY2025 base; continued employment | In progress (future fiscal years) | Each annual tranche vests at target if condition met; unvested if not |
| PSAs (FY2024 grant) | 4 annual tranches (2025–2028) | 7% compound annual revenue growth above FY2024 base; continued employment | FY2025 tranche earned (924 earned shares shown as of 3/31/2025) | Earned tranche vested 5/15/2025; future tranches contingent |
Equity grants – FY2025 program (Irwin N. Gold)
| Instrument | Grant date | Shares (#) | Dollar value ($) | Vesting |
|---|---|---|---|---|
| Time‑based restricted stock | 5/22/2025 | 1,972 | 350,000 | 25% on 5/15 of 2026, 2027, 2028, 2029 |
| Performance‑based restricted stock (PSAs) | 5/22/2025 | 2,818 | 500,000 | 25% on 5/15 of 2026–2029, subject to 7% revenue CAGR and employment |
Equity Ownership & Alignment
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Beneficial ownership and control
- The HL Voting Trust holds all 15,983,668 Class B shares (100% of Class B), representing 74.6% of total voting power; trustees are Scott J. Adelson, Scott L. Beiser, and Irwin N. Gold .
- Mr. Gold disclaims beneficial ownership of Trust shares except to the extent of 1,078,196 shares held by The Gold Stock Trust, over which he has disposition power .
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Outstanding equity awards (as of March 31, 2025) | Grant date | Type | Unvested/Outstanding (#) | Market value ($) | Vesting schedule | |---|---|---:|---:|---| | 5/26/2021 | Time‑based RS | 5,640 | 910,860 | Remaining unvested vested 5/15/2025 | | 5/27/2022 | Time‑based RS | 6,882 | 1,111,443 | 50% vested 5/15/2025; 50% vests 5/15/2026 | | 5/24/2023 | Time‑based RS | 6,649 | 1,073,814 | 1/3 vested 5/15/2025; 1/3 vests 5/15/2026; 1/3 vests 5/15/2027 | | 5/23/2024 | Time‑based RS | 5,176 | 835,924 | 25% vested 5/15/2025; 25% vests 5/15/2026–2028 | | 5/23/2024 | PSAs (earned tranche) | 924 | 149,226 | Earned tranche vested 5/15/2025 | | 5/23/2024 | PSAs (unearned) | 2,773 | 447,840 | Expected 1/3 on 5/15/2026–2028 if conditions met |
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Alignment policies and instruments
- No stock options/SARs outstanding or granted; no option‑like awards policy reduces repricing risk .
- Hedging and pledging of Company stock are prohibited for directors and executives; also no margin purchases .
- Insider ownership culture emphasized; executive ownership multiples not specified, while outside directors must hold shares equal to 4× annual cash retainer (compliance reported) .
Employment Terms
- Transition Program (adopted May 2022): enables executive officers to resign and transition to limited‑role employment under a new agreement with a term of ≥4 years effective at transition .
- Compensation/benefits: $250,000 annual salary ($200,000 for departing CFO/GC), continued vesting of outstanding equity, and participation in benefit plans comparable to managing directors .
- Protections/restrictions: non‑compete during the transition employment term; if post‑transition termination due to death/disability or by the Company without cause—outstanding equity vests in full; Company pays COBRA for up to 18 months or the remaining term; subject to release .
- No general severance or change‑in‑control payments (key practice) .
- Clawback: NYSE‑compliant policy requires recoupment of erroneously awarded incentive compensation for 3 years preceding a required accounting restatement .
- Insider trading policy: prohibits hedging, pledging, and margin purchases .
Board Governance & Service
- Roles/tenure: Director since 1994; Chairman of the Board since 2013; currently Co‑Chairman of the Company’s executive leadership (management role) .
- Committee roles: Board committees (Audit; Compensation; Nominating/Corporate Governance) are staffed by independent directors; Gold does not serve on these committees .
- Independence and structure: HLI is a “controlled company” (HL Voting Trust majority voting power). Although HLI currently complies with non‑controlled governance criteria, following the 2025 Annual Meeting the board will no longer have a majority of independent directors; CEO and Chair roles are separated, with a Lead Independent Director presiding over independent sessions .
- Meeting attendance: In FY2025, each director attended ≥75% of board and applicable committee meetings; boards/committees met 4/8/6 times, respectively .
- Director compensation: Employee directors (including Gold) receive no board fees; only outside directors are paid (cash retainer and equity) .
- Section 16 compliance: One late Form 4 filing for Mr. Gold (dated July 5, 2024) due to internal administrative error .
Compensation Committee Analysis (relevant to Mr. Gold)
- Committee composition: All independent directors; chaired by Gillian B. Zucker (FY2025) .
- Consultant: WTW supplied market data; Committee found no consultant conflicts; benchmarking used as reference only (no percentile targeting) .
- Peer frameworks: Considered boutique peers (Evercore, Lazard, Moelis & Co., Perella Weinberg Partners, Piper Sandler) and bulge‑bracket banks (Barclays, Citigroup, BofA, Deutsche Bank, Goldman Sachs, JPMorgan, Morgan Stanley, UBS) in FY2025 .
- Say‑on‑pay: Support was ~97% at the 2024 annual meeting; a new advisory vote is being held at the 2025 meeting .
Director Compensation (for context)
| FY2025 outside director program | Amount |
|---|---|
| Annual cash retainer (outside directors) | $100,000 |
| Annual equity grant (fully vested Class A) | $100,000 |
| Committee Chair awards | Audit $50,000; Comp & Nominating $30,000 (Class A, fully vested) |
| Ownership guideline (outside directors) | 4× annual cash retainer (compliant) |
Employee directors (including Gold) do not receive director compensation .
Performance & Track Record (recent highlights)
- FY2025 revenue hit a record $2.39B (+25% YoY); quarterly dividend raised to $0.60 at the start of FY2026; 37 new MD hires and 16 promotions; acquisitions of Prytania Solutions (Oct 2024) and Waller Helms Advisors (Dec 2024) closed .
- Pay‑versus‑performance disclosure shows value of $100 invested in HLI reached $314 over FY2021–FY2025 (peer S&P 500 Financials to $264), alongside rising revenue and net income .
Risk Indicators & Red Flags (and mitigants)
- Controlled company: HL Voting Trust controls 74.6% of voting power; board will not be majority independent post‑2025 meeting (governance risk) .
- Dual roles: Gold is both an executive (Co‑Chairman) and non‑independent Chairman of the Board (potential independence concern); mitigants include separate CEO role and a Lead Independent Director overseeing executive sessions .
- Perquisites/gross‑ups: Travel stipend and tax gross‑up were paid to Mr. Gold in FY2025 (shareholder‑unfriendly in some frameworks) .
- Compliance: One late Form 4 for Mr. Gold in 2024 (administrative error) .
- Positive mitigants: NYSE‑compliant clawback policy; prohibition on hedging/pledging; no stock options or option repricing risk; no general severance or change‑in‑control payments .
Investment Implications
- Pay‑for‑performance alignment: Mr. Gold’s FY2025 compensation declined vs. FY2024 (total $3.0M vs. $5.0M) and shifted toward equity/PSAs (28% TBRS+PSA in FY2025 vs. ~24% prior), while the bonus pool was strictly tied to revenue performance (max achieved) and PSAs require sustained 7% revenue CAGR—aligning realized pay with growth and multi‑year execution .
- Retention and selling pressure: Multi‑year vesting across 2026–2029 (time‑based and PSAs), plus a portion of FY2025 cash bonus ($448k) deferred to 11/30/2025 subject to employment, and a Transition Program that preserves vesting on transition, reduce near‑term selling pressure and retention risk; hedging/pledging bans further limit adverse signaling .
- Governance discount risk: The controlled company structure and non‑independent Chair may weigh on governance scores; however, separation of CEO/Chair and independent committee structures partially mitigate this risk .
- Signal watch‑list: Track annual revenue vs. PSA hurdles (7% CAGR) and tranche vesting outcomes; monitor any related‑party or perquisite expansions, and any changes in the HL Voting Trust dynamics or board independence mix .