Todd Carter
HOULIHAN LOKEYAbout Todd J. Carter
Todd J. Carter (age 61) is a Managing Director and Chairman of Global Technology at Houlihan Lokey and has served on the HLI board since May 2022. He is not an independent director given his employee status. Carter previously co‑founded and co‑led GCA Advisors (acquired by HLI in 2021), served on GCA Corporation’s board and executive management, led Robertson Stephens’ global investment banking franchises, and worked at McKinsey. He holds a BA from the University of Texas and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GCA Advisors / GCA Corporation | Co‑CEO & Co‑Founder; Board member and executive management | — | Co‑founded firm later acquired by HLI (2021) |
| Savvian; Perseus Group (predecessors to GCA Advisors) | Chairman, President & CEO | — | Led predecessors to GCA Advisors |
| Robertson Stephens | President; previously Head of Global Corporate & Investment Banking, Global Technology IB, and Global M&A; board director | — | Led global IB franchises and served on board |
| McKinsey & Company | Consultant | — | Early career strategic advisory |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Modivcare Inc. (Nasdaq: MODV) | Director | — | Committee roles not disclosed in HLI proxy |
Board Governance
- Board class and term: Class I; nominated for re‑election at the Sept 17, 2025 annual meeting to serve through the 2028 annual meeting .
- Independence: Not independent (HLI identifies six independent directors; Carter is not among them and is an employee‑director) .
- Committee assignments: None (Audit: Schriesheim [Chair], Zuber, Kosecoff, Zucker; Compensation: Zucker [Chair], Bassey, Schriesheim; Nominating & Corporate Governance: Walker [Chair], Kosecoff, Zuber) .
- Attendance: In fiscal 2025, each director attended at least 75% of board and assigned committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Lead Independent Director presides; held regularly, at least annually .
- Controlled company: HL Voting Trust controls ~74.6% of voting power; post‑2025 meeting the board will not have a majority of independent directors (NYSE “controlled company” exemptions available) .
Fixed Compensation (Director)
| Component | HLI Policy (Outside Directors) | Todd J. Carter (Employee‑Director) |
|---|---|---|
| Annual cash retainer | $100,000 (effective FY25) | Not applicable; no director cash fees paid to employee‑directors |
| Annual equity (fully vested stock) | $100,000 (pro‑rated if partial year) | Not applicable; no director equity to employee‑directors |
| Committee chair fees | Audit Chair: $50,000; Comp Chair: $30,000; Nominating Chair: $30,000 | Not applicable (not a chair) |
| Stock ownership guideline (independent directors) | 4x annual cash retainer ($400,000 in FY25); company states each outside director is in compliance | Policy applies to independent/outside directors, not to employee‑directors |
Carter receives compensation as an HLI Managing Director (base salary and incentive compensation consistent with senior bankers), not as a director; specific amounts are not disclosed in the director section .
Performance Compensation (Director)
- HLI does not provide performance‑based director compensation; outside‑director equity is fully vested on grant and Carter, as an employee‑director, receives no director equity or options .
- Firm‑level alignment context (executives): NEO bonus pool scaled to revenue; PSAs vest only if the company achieves ≥7% compound annual revenue growth off FY2025 (or FY2024 for prior grants) bases, underscoring revenue‑linked pay for performance (not specific to Carter) .
| Executive Program Metric (Context) | Structure / Threshold |
|---|---|
| FY25 Executive bonus pool | 2.0%–4.0% of FY25 revenue depending on % of 3‑yr avg revenue; max pool at ≥100% of avg revenue. FY25 revenue $2.39B → max pool 4.0% ($95.6M) . |
| Performance‑vesting equity (PSAs) | Four tranches (FY26–FY29) vest only if employed in good standing and HLI achieves ≥7% CAGR total revenue over FY2025 base (similar construct for FY24 grants over FY2024 base) . |
Other Directorships & Interlocks
- Current public company board: Modivcare Inc. (MODV). No related‑party transactions between HLI and entities affiliated with Carter are disclosed in the proxy .
Expertise & Qualifications
- Technology and M&A leadership: Former President of Robertson Stephens; led global corporate & investment banking, technology IB, and M&A; currently Chairman of Global Technology at HLI .
- Founder/operator experience: Co‑founded GCA Advisors; CEO roles at Savvian and Perseus Group .
- Education: BA, University of Texas; MBA, Harvard Business School .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 89,905 shares of Class B common stock (via HL Voting Trust system; reported under individual line) . |
| Ownership as % outstanding | Less than 1% of both class and total voting power as indicated by proxy notation “*” . |
| Pledging / hedging | Company insider trading policy prohibits hedging and pledging of HLI stock; no pledges disclosed for Carter . |
| Ownership policy (outside directors) | Independent directors must hold ≥4x annual cash retainer; company states outside directors are in compliance (policy does not apply to employee‑directors) . |
Insider Filings
| Date (Filed) | Form | Notes | Source |
|---|---|---|---|
| May 22–23, 2025 | Form 4 | Insider transaction reported by Todd J. Carter as reporting person at HLI (details of share amounts in filing) | https://www.sec.gov/Archives/edgar/data/1302215/0001302215-25-000058.txt |
Governance Assessment
- Independence/committees: Carter is an employee‑director (not independent) and holds no board committee seats—reducing independent oversight exposure but curtailing potential committee‑level conflicts .
- Controlled company risk: The HL Voting Trust controls ~74.6% of voting power; after the 2025 meeting, the board will not have a majority of independent directors—an explicit governance trade‑off under NYSE exemptions. Treat as a structural red flag from an investor‑protection perspective .
- Attendance and engagement: Board and committees met 4/8/6/4 times respectively in FY2025; each director attended ≥75% and all directors attended the 2024 annual meeting—acceptable engagement signal .
- Director pay alignment: Employee‑directors receive no director fees/equity; outside directors receive a balanced cash/equity mix with ownership guidelines—generally alignment‑supportive, though not applicable to Carter .
- Pay program credibility: Company‑wide executive pay links a capped pool to revenue and uses multi‑year PSA hurdles (≥7% revenue CAGR) with a clawback policy and hedging/pledging bans—positive governance features; no director‑specific performance pay for Carter .
- Shareholder sentiment: Say‑on‑pay received ~97% support in 2024, indicating broad investor approval of pay practices (context for governance quality) .
- Related‑party exposure: Proxy discloses certain family employment involving other executives; no related‑party transactions disclosed with Carter—no direct conflict flags identified for him .
Key investor takeaway: Carter brings deep technology and M&A operating and advisory experience, but as an employee‑director in a controlled‑company structure with no committee roles, his presence strengthens domain expertise more than it enhances independent oversight. Monitoring areas: board independence mix post‑2025 meeting, any future related‑party dealings tied to external board service (Modivcare), and ongoing compliance with insider policies .