Scott Beiser
HOULIHAN LOKEYAbout Scott Beiser
Scott L. Beiser (age 65) serves as Co‑Chairman and Director at Houlihan Lokey; he has been on HLI’s board since 1991 and was Chief Executive Officer from 2003 until June 10, 2024, when he transitioned to Co‑Chairman . He holds B.S. and M.S. degrees in Finance from California State University, Northridge, and previously led HLI’s Infrastructure Services & Materials practice with specialized expertise in engineering and construction advisory . Company performance in fiscal 2025: revenue reached $2.389 billion (+25% YoY), net income was $400 million, and a $0.60 quarterly dividend was initiated at the start of fiscal 2026; cumulative TSR from April 1, 2020 to fiscal 2025 reached 314 vs 264 for the S&P 500 Financials peer group . HLI is the No. 1 advisor in multiple categories (M&A transaction count, global restructuring, fairness opinions) per LSEG, underpinning Beiser’s long‑tenured leadership credentials .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Houlihan Lokey (HLI) | Chief Executive Officer | 2003–Jun 2024 | Led global operations and strategic growth; record FY25 revenue and successful integration/acquisitions ahead of transition to Co‑Chairman . |
| Houlihan Lokey (HLI) | Co‑Chairman | Jun 2024–Present | Works with senior leadership on strategic initiatives (acquisitions, organizational development) to position the firm for future growth . |
| Houlihan Lokey (HLI) | Director (Board) | 1991–Present | Long‑standing governance continuity; trustee role in HL Voting Trust (controlled company) shaping voting power . |
| Houlihan Lokey (HLI) | Leader, Infrastructure Services & Materials practice | Not disclosed | Specialized advisory in engineering/construction (M&A, recapitalizations, ESOPs) supporting sector expertise and franchise depth . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No external public company board service or committee roles for Beiser are disclosed in the 2025 DEF 14A . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 500,000 |
| Total Compensation ($) | 7,000,000 | 7,000,000 | 4,000,000 |
Notes:
- FY25 reflects Beiser’s change from CEO to Co‑Chairman in June 2024; annual incentive is the primary compensation component for HLI NEOs .
Performance Compensation
| Component | Structure | Metric/Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| FY2025 Bonus Program – Cash Portion ($) | Discretionary allocation from pool | Bonus pool tied to revenue vs Three‑Year Average Revenue ($2.00B) with 4.0% max at ≥100% | HLI FY25 revenue $2.39B → max pool $95,576,640; Beiser cash $2,475,000 | Cash; part paid May 15, 2025; remainder scheduled Nov 30, 2025 subject to employment in good standing . |
| FY2025 Bonus Program – Time‑Based Equity ($/shares) | Time‑vesting restricted Class B shares | Dollar value set per award; shares based on 10‑day avg closing price post FY25 earnings (May 7, 2025) | $525,000; 2,959 shares granted May 22, 2025 | Vests in 4 equal tranches on May 15 of 2026–2029, subject to continued employment . |
| FY2025 Bonus Program – Performance‑Based Equity (PSAs) ($/shares) | Performance‑vesting Class B shares | 7% annual compound growth in total revenue above FY2025 base; employment in good standing | $500,000; 2,818 shares granted May 22, 2025 | Vests in 4 equal tranches on May 15 of 2026–2029, contingent on revenue CAGR and employment . |
| FY2024 Awards Granted in FY2025 – Time‑Based (#/$) | Legacy program (granted May 23, 2024) | Dollar value per FY2024 bonus; share count fixed at grant | 7,765 shares; grant‑date FV $1,041,131 | Vests in 4 equal tranches May 15 of 2025–2028 . |
| FY2024 Awards Granted in FY2025 – PSAs (#/$) | Legacy performance awards | 7% annual revenue CAGR above FY2024 base; employment in good standing | 3,697 shares; grant‑date FV $495,694; dollar value $500,000 | Vests 25% annually May 15 of 2025–2028 contingent on revenue CAGR and employment . |
Additional details:
- FY2025 aggregate award for Beiser: $3,500,000 consisting of $2,475,000 cash, $525,000 time‑based shares, and $500,000 PSAs .
- FY2025 pool mechanics: thresholds from 2.0% to 4.0% of revenue tied to achievement bands vs $2.00B average revenue; HLI achieved max 4.0% .
- Equity award pricing: based on 10‑day average closing price after earnings release; FY25 earnings announced May 7, 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | As trustee of the HL Voting Trust, Beiser is attributed 15,983,668 Class B shares (100% of Class B in table), but he disclaims beneficial ownership except for 808,413 shares held by The Beiser Stock Trust over which he has disposition power . |
| Voting power | HL Voting Trust controls ~74.6% of total voting power; trustees are Beiser, Adelson, and Gold . |
| Hedging/pledging | HLI insider trading policy prohibits hedging and pledging; directors and executives cannot purchase on margin or pledge Company securities . |
| Unvested awards (as of 3/31/2025) | Time‑based restricted Class B: 10,504 (5/27/2022), 9,604 (5/24/2023), 7,765 (5/23/2024); PSAs: 924 earned vested 5/15/2025; 2,773 unearned outstanding . |
| FY2025 equity issuances (new) | 2,959 time‑based shares and 2,818 PSAs granted 5/22/2025 under FY2025 program (not yet reflected in 3/31/2025 outstanding table) . |
| Stock vested in FY2025 | 16,498 shares vested, realizing $2,245,873 value . |
| Ownership guidelines | Independent director guideline is 4x annual cash retainer; executives’ ownership guideline not disclosed in proxy . |
Employment Terms
- Executive Officer Transition Program (May 2022): Upon resignation from an executive officer role and entry into a limited role Transition Employment Agreement, Beiser (and other executive officers) would receive a term of not less than four years, annual salary of $250,000 (or $200,000 for CFO/GC), continued vesting of unvested equity, and participation in benefits comparable to managing directors in jurisdiction; subject to a non‑compete during the term .
- Termination after transition: If death/disability or termination without cause occurs post‑transition, outstanding Company equity awards vest in full; Company pays COBRA premiums for up to 18 months or remainder of the four‑year term; subject to execution of a release .
- Change‑in‑control/severance: HLI otherwise does not provide severance or change‑in‑control payments; “No severance or change‑in‑control payments” is a stated practice .
- Clawback policy: Effective October 2, 2023, compliant with NYSE Rule 10D‑1—recovers incentive compensation erroneously awarded in the three years preceding a required restatement .
- Insider trading controls: Hedging/pledging prohibited; policy filed as an exhibit to the FY2025 Form 10‑K .
Board Governance
- Role: Co‑Chairman and Director; the CEO and Chairman roles are separated. Irwin N. Gold is Chairman of the Board, and Robert A. Schriesheim is Lead Independent Director .
- Board classification: Staggered board (Class I, II, III); Beiser is a Class I director standing for re‑election at the 2025 Annual Meeting .
- Independence status: Beiser is not independent (executive); HLI currently complies with non‑controlled company standards, but will no longer have a majority of independent directors post‑Annual Meeting due to controlled company status .
- Committees: Audit (Schriesheim—Chair; Zuber; Kosecoff; Zucker), Compensation (Zucker—Chair; Bassey; Schriesheim), Nominating & Corporate Governance (Walker—Chair; Kosecoff; Zuber) .
- Attendance: Board met 4 times in FY2025; each director attended at least 75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Controlled company: HL Voting Trust holds >50% voting power; HLI may rely on NYSE “controlled company” exemptions (e.g., majority independent board not required) .
Compensation Committee Analysis
- Structure & Consultant: Compensation Committee (Zucker—Chair; Bassey; Schriesheim) retained WTW for peer data and market information; boutique peers (EVR, LAZ, MC, PWP, PIPR) and bulge bracket peers (Barclays, Citi, BAC, DB, GS, JPM, MS, UBS) were referenced; Committee determined no consultant conflicts .
- Compensation philosophy: Emphasis on annual incentives; pay aligned to Company performance (revenue, EPS, net income, TSR), strategic initiatives, risk management, individual performance, internal equity, and peer practices; no guaranteed incentives; no excessive perquisites; no severance/change‑in‑control payments .
- Say‑on‑pay: ~97% support at 2024 Annual Meeting; advisory vote planned for 2025 .
Multi‑Year Compensation (Beiser)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 500,000 | 500,000 | 500,000 |
| Non‑Equity Incentive Compensation ($) | 6,500,000 | 6,500,000 | 3,500,000 |
| Total ($) | 7,000,000 | 7,000,000 | 4,000,000 |
Vesting Schedules and Award Inventory (Beiser)
| Grant | Type | Unvested Shares at 3/31/2025 | Vesting Schedule |
|---|---|---|---|
| 5/27/2022 | Time‑based RS (Class B) | 10,504 | 50% vested 5/15/2025; 50% scheduled 5/15/2026 . |
| 5/24/2023 | Time‑based RS (Class B) | 9,604 | 1/3 vested 5/15/2025; 1/3 scheduled 5/15/2026; 1/3 scheduled 5/15/2027 . |
| 5/23/2024 | Time‑based RS (Class B) | 7,765 | 25% vested 5/15/2025; 25% scheduled 5/15/2026; 25% scheduled 5/15/2027; 25% scheduled 5/15/2028 . |
| 5/23/2024 | PSAs (FY2024 program) | 2,773 unearned; 924 earned | Earned shares vested 5/15/2025; unearned tranches contingent on revenue CAGR expected for 5/15/2026–2028 . |
| 5/22/2025 | Time‑based RS (FY2025 program) | 2,959 (new grant) | Scheduled 25% annually on 5/15 of 2026–2029; employment condition . |
| 5/22/2025 | PSAs (FY2025 program) | 2,818 (new grant) | Scheduled 25% annually on 5/15 of 2026–2029, contingent on 7% revenue CAGR above FY2025 base and employment . |
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenue ($MM) | 1,525 | 2,270 | 1,809 | 1,914 | 2,389 |
| Net Income ($MM) | 313 | 438 | 254 | 280 | 400 |
| Cumulative TSR (Initial $100) | 130 | 172 | 172 | 250 | 314 |
| Peer Group TSR (S&P 500 Financials) | 167 | 192 | 165 | 220 | 264 |
Highlights and execution:
- FY2025 achievements: record revenues ($2.389B), dividend increased to $0.60 per share, 37 MD hires and 16 promotions, and acquisitions of Prytania Solutions and Waller Helms; progress on sustainability and AI governance policy .
- Compensation tied to revenue (bonus pool) and multi‑year revenue CAGR (PSAs), aligning incentives with growth and TSR .
Director Service, Roles, and Independence Considerations
- Board service: Director since 1991; Class I director nominated for re‑election at 2025 Annual Meeting .
- Leadership: Co‑Chairman; Chairman of the Board is Irwin N. Gold; separated CEO and Chairman roles; Lead Independent Director presides over executive sessions .
- Committees: Beiser is not listed as a member of Audit, Compensation, or Nominating committees (typical for executive directors); outside directors fill committee roles .
- Independence/controlled company: HLI is a “controlled company” (HL Voting Trust >50% voting power), so a majority‑independent board is not required; post‑Annual Meeting, the board will not have a majority of independent directors .
- Attendance: ≥75% attendance for all directors; full attendance (in person or phone) at 2024 annual meeting .
Risk Indicators & Red Flags
- Controlled company governance: Reduced independent oversight relative to non‑controlled companies—explicitly disclosed .
- Related parties: Employment of family members (e.g., Kyle Beiser) at market‑consistent compensation; monitored under Related Person Transaction Policy .
- Tax gross‑ups: Travel stipends and tax gross‑ups disclosed for other executives (Adelson, Gold), indicating willingness to use gross‑ups in limited cases; no such perquisites are disclosed for Beiser .
- Clawback/hedging/pledging: Strong policies in place; clawback compliant with NYSE Rule 10D‑1; hedging/pledging prohibited—mitigates misalignment risk .
- Options: HLI does not grant option‑like awards; equity is in restricted shares/PSAs—reduces repricing risk .
Compensation Peer Group & Benchmarking
- Boutique peers: Evercore (EVR), Lazard (LAZ), Moelis (MC), Perella Weinberg (PWP), Piper Sandler (PIPR) .
- Bulge bracket peers: Barclays, Citigroup, Bank of America, Deutsche Bank, Goldman Sachs, JPMorgan, Morgan Stanley, UBS .
- Target percentile: No fixed percentile; peer data used as a reference point; Committee does not benchmark to a specific level .
- Independent consultant: WTW; no conflicts found .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~97% of votes cast supported HLI’s NEO compensation .
- 2025 advisory vote: Included again; Board/Committee plans to consider vote results in future decisions .
Expertise & Qualifications
- Education: B.S. and M.S. in Finance from California State University, Northridge .
- Industry experience: 41+ years with HLI; leadership in strategic planning and complex organizational management; deep sector expertise in infrastructure/services/materials .
- Board qualifications: Long career in financial services; strategic planning and leadership of complex organizations cited by Board for nomination .
Equity Ownership & Alignment Details (Quantitative)
| Holder | Class B Shares | % Class B | % Total Voting Power |
|---|---|---|---|
| HL Voting Trust (Trustees: Adelson, Beiser, Gold) | 15,983,668 | 100.0% | 74.6% |
| Scott L. Beiser (trustee attribution; disclaims except 808,413 in Beiser Stock Trust) | 15,983,668 | 100.0% | 74.6% |
Footnotes: Beiser disclaims beneficial ownership of HL Voting Trust shares except for 808,413 shares in The Beiser Stock Trust .
Employment & Contracts (Summary of Terms)
| Provision | Key Terms |
|---|---|
| Transition Employment Agreement (post‑exec role) | ≥4‑year term; $250,000 salary; continued vesting of outstanding equity; benefits comparable to managing directors; non‑compete during term . |
| Termination post‑transition | Death/disability or termination without cause → full vesting of outstanding equity; up to 18 months COBRA or remainder of four‑year term; subject to release . |
| Severance/CoC | No severance or change‑in‑control payments; stated practice . |
| Clawback | Recovery of erroneously awarded incentive compensation within three years of restatement; NYSE 10D‑1 compliant . |
| Hedging/Pledging | Prohibited by insider trading policy . |
Investment Implications
- Pay‑for‑performance alignment: Beiser’s FY2025 incentives blend cash and equity with explicit revenue‑linked pool funding and multi‑year PSAs contingent on 7% revenue CAGR above FY2025 base. This creates tangible alignment with topline growth and TSR and should support capital allocation toward accretive hiring and M&A .
- Vesting calendar and potential supply overhang: Time‑based RS and PSAs vest annually each May 15 through 2029, suggesting recurring equity settlement windows that can coincide with potential Form 4 activity; however, HLI’s awards may settle in cash or Class B shares, moderating mechanical selling pressure, and hedging/pledging is prohibited .
- Retention risk: The Transition Program provides structured post‑exec employment with continued vesting and non‑compete, lowering flight risk for senior leaders (including Beiser) and enhancing continuity through leadership transition .
- Governance/controlled company: The HL Voting Trust’s 74.6% voting power and “controlled company” status reduce independent oversight versus non‑controlled issuers; investors should monitor committee independence and say‑on‑pay outcomes (which have been strongly supportive) .
- Perquisite discipline and clawback: Limited perquisites, explicit clawback, and no option‑like awards lower governance red flags; continued performance linkage via revenue metrics is straightforward and auditable .
Citations:
- Biography, roles, age, education: **[1302215_0001302215-25-000084_hli-20250725.htm:7]**; Leadership structure: **[1302215_0001302215-25-000084_hli-20250725.htm:16]**; Board/committees, attendance: **[1302215_0001302215-25-000084_hli-20250725.htm:17]** **[1302215_0001302215-25-000084_hli-20250725.htm:18]** **[1302215_0001302215-25-000084_hli-20250725.htm:19]**; Controlled company status: **[1302215_0001302215-25-000084_hli-20250725.htm:16]**.
- Performance: revenue/net income/TSR: **[1302215_0001302215-25-000084_hli-20250725.htm:25]** **[1302215_0001302215-25-000084_hli-20250725.htm:42]**; Sustainability/AI policy: **[1302215_0001302215-25-000084_hli-20250725.htm:20]**.
- Compensation: NEO FY2025 components and totals: **[1302215_0001302215-25-000084_hli-20250725.htm:26]** **[1302215_0001302215-25-000084_hli-20250725.htm:30]** **[1302215_0001302215-25-000084_hli-20250725.htm:34]**; Award specifics, share counts, vesting schedules: **[1302215_0001302215-25-000084_hli-20250725.htm:30]** **[1302215_0001302215-25-000084_hli-20250725.htm:31]** **[1302215_0001302215-25-000084_hli-20250725.htm:35]** **[1302215_0001302215-25-000084_hli-20250725.htm:38]** **[1302215_0001302215-25-000084_hli-20250725.htm:40]** **[1302215_0001302215-25-000084_hli-20250725.htm:41]**.
- Policies: Clawback: **[1302215_0001302215-25-000084_hli-20250725.htm:33]**; Hedging/pledging: **[1302215_0001302215-25-000084_hli-20250725.htm:33]**; Severance/CoC: **[1302215_0001302215-25-000084_hli-20250725.htm:26]** **[1302215_0001302215-25-000084_hli-20250725.htm:41]**; Transition Program: **[1302215_0001302215-25-000084_hli-20250725.htm:32]**.
- Ownership: Beneficial ownership table and Voting Trust details: **[1302215_0001302215-25-000084_hli-20250725.htm:45]** **[1302215_0001302215-25-000084_hli-20250725.htm:46]**.
- Peer group and consultant: **[1302215_0001302215-25-000084_hli-20250725.htm:27]**; Say‑on‑pay support: **[1302215_0001302215-25-000084_hli-20250725.htm:24]**.