Drew Carl
Hamilton LaneAbout Drew Carl
Drew T. Carl, age 43, is Hamilton Lane’s Chief Accounting Officer (CAO), responsible for financial reporting, accounting, and internal controls; he was appointed CAO in 2023 after serving as Director of External Reporting and Technical Accounting from 2017–2023 . He holds a B.S. in Accounting from Saint Joseph’s University, is a certified public accountant, and is a member of the American and Pennsylvania Institutes of Certified Public Accountants . Company performance context during his tenure: total shareholder return (fixed $100) increased to 294.21 in FY2025 (peer index 256.43), with Net Income of $313.77 million and Fee Related Earnings of $276.47 million; FY2024 TSR was 220.10 (peer index 226.73), with Net Income $227.21 million and FRE $206.72 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hamilton Lane Incorporated | Director of External Reporting & Technical Accounting | 2017–2023 | Oversaw SEC/external reporting and complex accounting transactions; prepared HLNE for sustained public-company controls . |
| Deloitte & Touche LLP (Philadelphia) | Audit Senior Manager | Pre-2017 | Led audit engagements; deep experience in audit and internal control frameworks relevant to HLNE’s reporting rigor . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | N/A | Professional standards and continuous education supporting CAO responsibilities . |
| Pennsylvania Institute of Certified Public Accountants (PICPA) | Member | N/A | Regional professional affiliation enhancing technical practice and network . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 296,539 | 319,231; annual salary increased to $320,000 effective Apr 1, 2024 . |
| Cash Bonus ($) | 310,000 | 264,000 . |
| All Other Compensation ($) | 18,675 (carried interest $2,376; 401(k) $16,298) | 16,420 (carried interest $5,811; 401(k) $10,608) . |
Performance Compensation
| Component | Metric/Policy | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Incentive (Cash) | Discretionary bonus tied to Company performance and role; no formula targets . | N/A | $264,000 in FY2025 . | N/A |
| Annual Incentive (Equity Portion) – FY2025 | Time-based RS as % of bonus per policy . | 20% of bonus for $200k–$349,999 bracket . | 441 RS shares granted Mar 14, 2025; grant-date fair value $58,829 . | 25% per year over 4 years from grant date . |
| Annual Incentive (Equity Portion) – FY2024 | Time-based RS as % of bonus per policy . | Applies per tier table . | 536 RS shares granted Mar 14, 2024; grant-date fair value $55,069 . | 25% per year over 4 years from grant date . |
| Options | Company does not currently grant stock options under the plan . | N/A | N/A | N/A |
| Performance Stock Awards (PSUs/Performance RS) | 2024 Performance Awards granted to Co-CEOs, CFO, COO; not granted to CAO . | N/A | N/A | N/A |
| Stock Vested in FY2025 | Shares (#) | Value Realized ($) |
|---|---|---|
| Restricted Stock Awards (time-based) | 179 | 24,883 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,217 Class A shares (less than 1% of Class A outstanding) . |
| Unvested Restricted Shares (as of Mar 31, 2025) | 887 total: 44 (3/14/2022), 402 (3/14/2024), 441 (3/14/2025); valued for reporting at $148.67 per share . |
| Options (exercisable/unexercisable) | None disclosed; HLNE does not currently grant options . |
| Hedging/Pledging | Prohibited for directors, officers, and employees by Insider Trading Policy . |
| Stock Ownership Guidelines | Awards and holdings are subject to company ownership guidelines and minimum post-vesting holding periods; numeric multiples not disclosed in proxy/plan text . |
Employment Terms
| Provision | Term |
|---|---|
| Employment Agreement | None (HLNE has no employment/severance/change-in-control agreements for NEOs other than Mr. Delgado‑Moreira) . |
| Severance | No severance multiple disclosed; general plan terms govern equity only . |
| Change-of-Control Treatment | If awards are not continued/assumed or on qualifying termination within 24 months post-CoC: outstanding time-based RS fully vests; Carl’s accelerated vesting value would be $131,870 (at $148.67 per share as of Mar 31, 2025) . |
| Death/Disability | Time-based RS accelerates; for Carl, value equals the CoC table amount under these circumstances . |
| Non-Compete/Restrictive Covenants | Six-month non-compete for voluntary departure without good reason for equity grantees; plus customary non-disclosure . |
| Clawback | SEC/Nasdaq-compliant Compensation Recovery Policy covering incentive-based pay on restatement (3-year look-back) . |
| Hedging/Pledging Policy | Hedging and pledging of HLNE securities prohibited . |
Performance & Track Record
| Company Metric (context) | FY 2024 | FY 2025 |
|---|---|---|
| Total Shareholder Return – Fixed $100 | 220.10 | 294.21 |
| Peer Group TSR (Dow Jones U.S. Asset Managers Index) – Fixed $100 | 226.73 | 256.43 |
| Net Income ($ millions) | 227.21 | 313.77 |
| Fee Related Earnings (FRE) ($ millions) | 206.72 | 276.47 |
Notes: HLNE identifies Fee Related Earnings, Adjusted EBITDA, and Revenues as key performance measures in its pay-versus-performance disclosure for FY2025; bonuses for most NEOs (including CAO) are discretionary without formula targets .
Governance & Say-on-Pay Context
- Say-on-pay approval in 2024 received 94.9% support, and the committee retained Semler Brossy as independent advisor; HLNE reports no benchmarking and continued its compensation framework into 2025 .
- Equity plan features include no repricing without shareholder approval and clawback applicability; plan governance restricts options usage and emphasizes time-based RS and specified performance awards for select roles .
Investment Implications
- Alignment and dilution: Carl’s equity mix is modest (FY2025 RS grant $58,829; FY2024 $55,069) with 4-year vesting, supporting retention while limiting dilution and insider selling pressure; FY2025 RS vested 179 shares ($24,883), a relatively small cadence indicative of low mechanical sell pressure for tax/liquidity .
- Risk controls: No personal employment/severance agreement; however, robust clawback, hedging/pledging prohibitions, and defined change-of-control vesting reduce governance risk; non-compete of six months applies to voluntary departures, partially mitigating transition risk .
- Pay-for-performance context: Discretionary bonus structure keyed to firm results (bonus pool tied to operating results/incentive fees) and identified performance measures (FRE, Adjusted EBITDA, Revenues) support alignment; strong 2024 say-on-pay vote further reduces compensation risk signals .
- Trading signals: Absence of options/large performance equity grants for CAO, prohibition on hedging/pledging, and relatively small unvested RS base (887 shares at FY2025) point to limited forced-selling dynamics; change-of-control acceleration value for Carl is $131,870, implying modest equity sensitivity vs. top executives .