Andrea Kramer

About Andrea Kramer

Andrea Anigati Kramer (age 57) is Hamilton Lane’s Chief Operating Officer and Chief Risk Officer since 2023, leading client solutions, technology, operations, and risk; she joined Hamilton Lane Advisors in 2005, became Managing Director in 2010, and was appointed COO effective May 8, 2023. She holds a B.A. in Economics from Franklin & Marshall College and an M.B.A. in Finance from Temple University . Company pay-versus-performance disclosures identify Fee Related Earnings, Adjusted EBITDA, and Revenues as the most important performance measures used to link NEO compensation to performance, and HLNE’s 5-year TSR measured on a $100 investment reached $294.21 in FY2025 versus $256.43 for the peer index .

Past Roles

External Roles

Fixed Compensation

Summary compensation (actuals):

• Bonus program is discretionary and influenced by company financial performance and individual area goals; a portion for highly compensated employees is paid in time-based restricted stock, sized using a 20-day VWAP and with equity mix tiers up to 30% for bonuses ≥$500k .
• FY2025 equity portion of annual bonus (time-based restricted stock): 3,001 shares granted 3/14/2025; grant-date fair value $400,333; vests 25% annually over four years .

Performance Compensation

Equity grants and award structure:

Performance metrics used by HLNE to link CAP to performance (company-selected measures):

Stock vested in FY2025:

Equity Ownership & Alignment

Beneficial ownership (record date July 9, 2025):

Outstanding equity awards at FY2025 year-end (market value at $148.67 close):

Alignment safeguards and pressures:

• No stock options are currently granted; equity awards are restricted stock and performance stock; if options were ever granted, exercise price must be ≥ market close on grant date; no backdating practices .
• Hedging and pledging of company securities are prohibited for directors, officers, and employees (reduces misalignment risk) .
• Clawback: Policy compliant with Rule 10D-1; recovers incentive-based comp tied to erroneous financials over prior 3 years upon required restatement .

Employment Terms

• No employment, severance, or change-in-control agreement for Kramer; equity acceleration governed by the 2017 Equity Plan (Mr. Delgado-Moreira only has an employment agreement among NEOs) .
• Non-compete: Awards recipients not otherwise subject to non-competes agree to a six-month non-compete if they leave voluntarily without good reason; customary non-disclosure covenants apply .
• Change-in-control economics (double trigger if awards continued/assumed and involuntary termination without cause within 24 months, or if awards not continued/assumed): time-based and performance stock become fully vested and performance objectives deemed satisfied at target; estimated accelerated vesting value for Kramer would have been $5,124,952 at 3/31/2025 .
• Termination (not in connection with change-in-control): death/disability accelerates unvested time-based RS; performance awards forfeited; Kramer would have realized $2,377,679 on 3/31/2025 in such scenario .
• Carried Interest Plan: awards vest annually over five years; payouts depend on fund performance; subject to clawback/return obligations to funds; committee can amend/terminate plan; awards to NEOs approved by comp committee then board .

Related Party & Other Compensation

• “All Other Compensation” for FY2025 includes carried interest payments of $1,358,615 and 401(k) contributions of $10,500 .
• Tax Receivable Agreement payments to Kramer totaled $145,958 in FY2025 (routine under TRA; no audit committee approval required per policy) .

Compensation Committee & Governance Signals

• 2024 say-on-pay approval: 94.9% of votes cast supported NEO compensation .
• Committee held three meetings in FY2025; advised by Semler Brossy; no conflicts; no benchmarking used in FY2025; equity plan updated and charter revisions considered .
• Equity Compensation Plan: 6,051,701 shares available under 2017 Equity Plan and 827,935 under ESPP as of 3/31/2025 .

Investment Implications

• Alignment: Significant unvested time-based and performance equity, prohibition on hedging/pledging, and clawback policy reinforce alignment; performance awards tied to material stock price hurdles with a five-year service minimum create retention hooks and incentivize long-term value creation .
• Retention risk and selling pressure: Four-year RS schedules and performance awards with multi-year windows imply steady vesting cadence; FY2025 vested 3,714 shares suggests ongoing tax/withholding-related sales could occur around vest dates, but no pledging/hedging reduces forced-sale risk .
• Change-in-control exposure: Double-trigger acceleration and target-level vesting could materially increase realized comp upon a transaction ($5.1M indicated), a consideration for event-driven scenarios .
• Pay-for-performance context: Company emphasizes FRE, Adjusted EBITDA, and Revenues in linking pay to performance; TSR outperformance vs peer index over the measured period supports the equity-heavy structure’s alignment thesis .