David Berkman

About David J. Berkman

David J. Berkman is an independent director of Hamilton Lane Incorporated (HLNE), serving since May 2017; he is age 63 as of the July 9, 2025 record date and holds a B.S. in Economics from the Wharton School of the University of Pennsylvania . He serves on HLNE’s Audit Committee and Compensation Committee and has been determined independent under Nasdaq rules; the board has also determined that each Audit Committee member, including Berkman, qualifies as an “audit committee financial expert” . HLNE’s board held nine meetings in fiscal 2025; each director attended at least 75% of the aggregate meetings and committees except Messrs. Sexton and Giannini, indicating Berkman met the threshold .

Past Roles

External Roles

Board Governance

• Independence: Board determined Berkman is “independent” under Nasdaq rules; Audit Committee members (Varon, Berkman, Sexton) meet Rule 10A-3 independence and “audit committee financial expert” criteria .
• Committees: Audit Committee (member); Compensation Committee (member). Audit Committee held eight meetings in fiscal 2025; Compensation Committee held three meetings .
• Attendance: Board met nine times in fiscal 2025; each director attended ≥75% of board and committee meetings except Sexton and Giannini (Berkman met threshold) .
• Controlled company: HLNE is a “controlled company” under Nasdaq rules and is exempt from majority-independent board and fully independent compensation committee requirements; executives serve on the Compensation Committee (Rogers, Giannini), alongside independent directors (including Berkman) .
• Independent sessions and leadership: Independent directors meet without management; board leadership separated between Executive Co-Chairman and Co-CEOs; independent director participation emphasized .

Fixed Compensation

HLNE director compensation policy provides a $200,000 annual retainer (electable as cash, restricted stock, or combination) and an additional $35,000 annual cash retainer for the Audit Committee Chair (not applicable to Berkman); no meeting fees are paid . In fiscal 2024, the annual director retainer was raised by $25,000 and the Audit Chair retainer by $20,000; Berkman elected cash only in both fiscal 2024 and fiscal 2025 .

Performance Compensation

• Stock awards: HLNE’s non-employee directors may elect time-based restricted stock vesting one year after grant; Berkman received no stock awards in fiscal 2024 or fiscal 2025 .
• Options/PSUs: HLNE does not currently grant stock options to directors; director equity is time-based restricted stock only (if elected) .
• Performance metrics: None apply to director compensation; director equity, when elected, is time-based (no performance conditions) .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Audit Committee member; board determined Audit Committee members, including Berkman, qualify as “audit committee financial experts” .
• Industry/operational experience: Managing Partner at Associated Partners (telecom infrastructure) and Decibel Group (family office), bringing investment, operations, corporate finance, reporting, and controls insight to HLNE .
• Education: B.S. in Economics, Wharton School (University of Pennsylvania) .

Equity Ownership

• Beneficial ownership: Berkman beneficially owns 25,000 shares of Class A common stock; represents less than 1% of Class A outstanding .
• Vested vs. unvested: As of March 31, 2025, Berkman had no restricted stock outstanding (i.e., no unvested director equity) .
• Pledging/hedging: Company policy prohibits directors from hedging or pledging HLNE securities .

Governance Assessment

• Positives: Independent director with audit committee financial expert status and dual committee service (Audit, Compensation), meeting attendance thresholds in fiscal 2025 . No related-party transactions disclosed involving Berkman; he is not listed among directors and executives who invested in HLNE-managed funds during April 1, 2024–July 1, 2025, reducing potential conflicts via preferential economics (investors listed did not include Berkman) .
• Shareholder signals: Strong say-on-pay support—94.9% approval at 2024 annual meeting (management cites continuity of policies), and 2025 vote totaled 98,253,133 “for,” 30,764,307 “against,” 12,397 “abstentions” (board affirmed annual frequency) .
• RED FLAGS: Controlled company status and Compensation Committee composition include executives (Rogers, Giannini) alongside independent members (including Berkman), reducing full independence of pay oversight; however, structure is permitted under Nasdaq’s controlled company exemptions . Concentrated voting power: HLA Investments, LLC (HLAI) held ~51% of aggregate voting power as of 2025 record date, with voting group collectively ~75%, effectively determining outcomes; Berkman’s influence may be constrained by control dynamics .

Director Compensation Committee Analysis

• Composition: Compensation Committee comprises Rogers (Chair), Giannini, Berkman, Sexton, and Varon; executives (Rogers, Giannini) are current officers, with committee majority including independent members .
• Consultant independence: Semler Brossy advised on executive compensation; Compensation Committee assessed consultant independence and found no conflicts .
• Policy safeguards: Clawback policy compliant with SEC/Nasdaq; insider trading policy prohibits hedging/pledging; equity grant practices avoid timing near MNPI releases and require FMV pricing for options (though options are not currently granted) .

Related-Party Transactions (Conflict Review)

• Approval framework: Audit Committee reviews/approves related-party transactions >$120,000; committee oversees ongoing monitoring .
• Disclosures: Proxy details several related-party agreements and governance of exchanges/tax receivable agreements, but no transactions specifically involving Berkman are disclosed . Director/executive personal investments in HLNE funds were disclosed for certain individuals and ratified when pre-approvals were missing; Berkman was not among those named in the investment list for the period reviewed .