Paul Zuber
HOULIHAN LOKEYAbout Paul A. Zuber
Paul A. Zuber (age 65) is an independent director of Houlihan Lokey, Inc. (HLI), serving on the board since 2018. He is Operating Partner, North American Lead at HG Capital (since July 2023) and previously was an Operating Partner and founder/head of the Technology Group at Thoma Bravo (2011–June 2023). He holds B.A. degrees with honors in International Relations and Economics from Stanford University and an M.B.A. from Stanford GSB, and brings deep operating and software/technology expertise to HLI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thoma Bravo | Operating Partner; Founder & Head of Technology Group | 2011–Jun 2023 | Built and led tech group; operating oversight across portfolio |
| Dilithium Networks | Founding Chief Executive Officer | Pre-acquisition until sale to OnMobile | Led mobile video infrastructure provider to exit |
| Bluegum Group | CEO & Co‑Founder | Founded 1997; acquired 2002 | Scaled $500M EMS provider in Asia Pacific; exit to Solectron |
| Ready Systems | Senior Management positions | Pre‑1997 | Embedded systems software leadership; company later public, then acquired by Mentor Graphics |
| Bain & Company | Management Consultant | Early career | Founding team that became Bain Capital; strategy work for Fortune 500 tech |
External Roles
| Organization | Role | Start Date | Public Company Board? |
|---|---|---|---|
| HG Capital | Operating Partner, North American Lead | Jul 2023 | No public board disclosed |
No other current public company directorships were disclosed for Mr. Zuber in HLI’s latest proxy .
Board Governance
- Independence: The board determined Mr. Zuber is independent under NYSE rules .
- Committees: Audit Committee member; Nominating & Corporate Governance (NCG) Committee member; not a chair of either committee .
- Attendance: In fiscal 2025, the board met 4 times; Audit 8; Compensation 6; NCG 4. Each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting in person or by phone .
- Lead Independent Director: Robert A. Schriesheim serves as LID and presides over executive sessions held regularly (not less than once per year) .
- Controlled company context: HLI is a “controlled company” (HL Voting Trust controls majority voting power). Following the 2025 annual meeting, the board will no longer have a majority of independent directors—reducing certain governance protections versus non‑controlled issuers. RED FLAG for minority investor protections .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Increased in May 2024; payable quarterly |
| Annual Director Equity Award (fully vested Class A) | $100,000 (program); $99,085 actual for Zuber | Dollar‑denominated; shares determined via 10‑day average post earnings. Zuber’s FY2025 stock award fair value $99,085 . |
| Committee Chair Fees | $0 | Chairs receive $50,000 (Audit) or $30,000 (Comp/NCG). Zuber is not a chair . |
| Meeting Fees | None disclosed | Program specifies retainer/equity, not per‑meeting fees . |
| Total FY2025 Compensation | $199,085 | Zuber: $100,000 cash + $99,085 stock . |
| Director Ownership Guideline | $400,000 | 4x annual cash retainer; threshold raised with retainer increase . |
| Guideline Compliance | In compliance | “Each director is in compliance” . |
Performance Compensation
| Item | Detail |
|---|---|
| Options/PSUs/Performance Metrics | None disclosed for outside directors; annual director equity grants are fully vested; outside directors held no unvested equity as of March 31, 2025 . |
HLI states it does not grant options or option‑like awards; insider policy prohibits timing equity around MNPI release .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| HG Capital (private equity) | Operating Partner | HLI advises financial sponsors broadly; no related‑party transactions involving Zuber disclosed. Monitor deal flow with HG portfolio companies for perceived conflicts; none reported in proxy . |
Expertise & Qualifications
- Deep operating and scaling experience in software/technology‑enabled services; multiple founder/CEO roles with successful exits .
- Private equity operating partner background across tech portfolios (Thoma Bravo; HG Capital) .
- Academic credentials: Stanford B.A. (IR, Economics, Phi Beta Kappa); Stanford GSB M.B.A. .
- Audit Committee member; designated audit financial expert on committee is Schriesheim (Zuber not designated) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Ownership % | Notes |
|---|---|---|---|---|
| Paul A. Zuber | 6,208 | — | <1% | Beneficial ownership; outside directors not in HL Voting Trust . |
| Pledging/Hedging | Prohibited | — | — | Company insider trading policy prohibits hedging and pledging of Company securities . |
| Vested vs Unvested | No unvested equity | — | — | Outside directors did not hold any unvested restricted shares or other equity‑based awards as of March 31, 2025 . |
| Options | None | — | — | Company does not grant options/option‑like awards . |
Governance Assessment
- Strengths: Independent status; dual committee service (Audit; NCG); strong operating/technology expertise aligned with HLI’s sponsor/tech advisory franchise; compliance with robust director stock ownership guideline (4x cash) supporting alignment .
- Compensation alignment: Balanced pay mix—50% cash/$100k and ~50% equity/$99,085—fully vested stock promotes ownership without short‑term performance gaming; no options or meeting fees; conservative structure .
- Attendance/engagement: Met ≥75% attendance requirements; participated in a board with regular executive sessions led by LID—a positive for independent oversight .
- Conflicts/related‑party exposure: No related‑party transactions disclosed for Zuber. Note potential perceived conflicts from PE operating roles (HG Capital) intersecting with HLI sponsor clients; policy requires independent review of any related‑person transactions; none reported .
- Board‑level risk context: Controlled company status and post‑meeting loss of majority independent board composition reduce minority investor protections. RED FLAG for governance optics; elevates importance of independent directors’ committee work (including Audit and NCG roles held by Zuber) .
Say‑on‑pay backdrop: 97% support at 2024 annual meeting indicates broad investor confidence in compensation governance, which indirectly reflects board oversight quality .