Erik Hirsch

About Erik Hirsch

Erik R. Hirsch is Co-Chief Executive Officer of Hamilton Lane (since January 2024) and a director; he previously served as Vice Chairman and Head of Strategic Initiatives (2016–2023) and as Chief Investment Officer (2003–2016). He joined Hamilton Lane in 1999 after roles at Brown Brothers Harriman (M&A) and Public Financial Management; he holds a B.A. from the University of Virginia and is 52 years old as of July 9, 2025 . Hamilton Lane’s pay-versus-performance disclosure shows a value of $294.21 for a $100 investment in fiscal 2025 (company TSR), with fee-related earnings, adjusted EBITDA, and revenues cited as the most important performance measures linking executive pay and performance .

Past Roles

External Roles

Fixed Compensation

Multi-year summary compensation for Mr. Hirsch (fiscal years ended March 31):

Notes:

• Employee benefits include participation in a 401(k) plan; Hamilton Lane contributes 3% of compensation up to IRS limits for U.S. employees .

Performance Compensation

Equity program architecture and Mr. Hirsch’s fiscal 2025 grants:

• Long-term Performance Award (2024 Performance Award) to each Co-CEO:
  • Grant: 544,000 performance-based restricted shares on 9/16/2024 (board approval 6/20/2024) .
  • Hurdles and vesting: One-third tranches eligible at 20-day average closing prices of $150, $190, and $230 within seven years post-grant; minimum five years of service; if price hurdle achieved before year 5, vest on the fifth anniversary; thereafter at attainment date; continued employment required .
  • Grant-date fair value: $71,126,187 for Mr. Hirsch (ASC 718) .
• Annual time-based restricted stock (TBRS) grants in fiscal 2025:
  • 30,000 shares (granted 3/14/2025; $4,002,000 GDFV) .
  • 6,001 shares as equity portion of annual bonus (granted 3/14/2025; $800,533 GDFV) .
  • TBRS vest in four equal annual installments on the four anniversaries of grant .
• “Annual Awards” framework: Board approved first of five annual 30,000-share TBRS awards to each Co-CEO in March 2025; remaining four annual awards contingent on one-year performance periods and compensation committee certification (e.g., no YoY decline in revenues or Adjusted EBITDA, no material covenant defaults/litigation/sustained investor confidence loss). Each award vests in four annual installments from a vesting commencement date in the last month of the performance period .
• Bonus equity mix: For annual incentive bonuses, percentage paid in TBRS increases with bonus size (e.g., ≥$500k → 30% in TBRS) .

Outstanding equity as of March 31, 2025 (select Hirsch line items):

Vesting realizations in fiscal 2025:

Equity Ownership & Alignment

• Beneficial ownership (record date July 9, 2025): Mr. Hirsch beneficially owns 664,275 Class A shares and 1,109,781 Class B shares; Class B represents 9% of that class. His total voting power is 7% and his total economic interest in Hamilton Lane Advisors is 3% (table presentation disregards shares attributed to the voting group under the stockholders agreement) .
• Hedging and pledging: Company insider trading policies prohibit hedging and pledging of Hamilton Lane securities by directors and officers .
• Option usage: Company does not currently grant stock options; equity is primarily restricted stock and performance stock .
• Equity award cadence and potential supply: TBRS grants vest in equal tranches annually over four years (e.g., fiscal 2025 TBRS vest in 2026–2029), creating scheduled share deliveries; large 2024 Performance Award tranches require multi-year service and price hurdles, delaying vesting until at least the fifth anniversary if targets are reached earlier .

Employment Terms

• Employment/severance agreements: With the exception of certain executives (historically not including Mr. Hirsch), Hamilton Lane does not maintain individual employment, severance or change-in-control agreements for NEOs; instead, plan-based equity governs outcomes .
• Change in control (2017 Equity Plan / Restated Plan):
  • Double-trigger: If awards are assumed/continued/replaced at a change in control and the executive is involuntarily terminated other than for cause within 24 months, or if awards are not assumed/continued/replaced, unvested restricted stock and performance awards vest in full; performance objectives are deemed achieved at “target” .
  • Earlier formulations of the plan provided substantially similar protection; the Restated Plan clarifies the 24-month window .
  • Illustrative accelerated vesting values (as of recent fiscal year-ends): If a change in control had occurred on March 31, 2024, estimated accelerated vesting value for Mr. Hirsch would be $2,887,107 (at $112.76 stock price) . Prior-year illustrative values were also disclosed (e.g., March 31, 2022: $1,846,381; March 31, 2021: $2,144,569) .
• Clawback: Compensation recovery policy compliant with Rule 10D-1 (recovery of incentive-based comp upon restatement for the three completed fiscal years before the restatement date) .
• Plan governance features: No repricing of underwater options/SARs without stockholder approval; no evergreen; no liberal CIC definition; no payment of dividends on options/SARs/RS before vesting; no excise tax gross-ups; annual $500k cap on non-employee director comp .

Board Governance & Director Service

• Role and independence: Mr. Hirsch is an executive director (Co-CEO); Hamilton Lane is a “controlled company” under Nasdaq rules and uses exemptions from a majority-independent board and from a fully independent compensation committee .
• Committees: Audit committee comprises independent directors Ms. Varon (Chair), Mr. Berkman, and Mr. Sexton; compensation committee includes Messrs. Rogers (Chair), Giannini, Berkman, Sexton and Ms. Varon (not solely independent due to controlled company status) .
• Leadership structure: Separate Co-CEO and Executive Co-Chair roles; following the 2025 Annual Meeting, Mr. Rogers to serve as sole Chairman .
• Meeting attendance: The board met nine times in fiscal 2025; all directors attended ≥75% of board/committee meetings except Messrs. Sexton and Giannini (i.e., Mr. Hirsch met the 75% threshold) .
• Director compensation: Employee directors (including Mr. Hirsch) do not receive director retainers; non-employee director policy provides $200,000 annual retainer (cash/equity mix) and $35,000 audit chair retainer; restricted stock vests after one year .

Say-on-Pay & Shareholder Feedback

• 2025 Annual Meeting (Sept. 4, 2025): Stockholders approved NEO compensation on an advisory basis (For: 98,253,133; Against: 30,764,307; Abstain: 12,397; Broker non-votes: 3,097,590) and selected annual frequency for future say-on-pay votes .

Performance Compensation – Detailed Mechanics

Risk Indicators & Policies

• Hedging/pledging prohibited for directors and officers (mitigates misalignment/overhang risk) .
• Compensation risk oversight: Compensation committee reviews risk and concluded policies/practices are not reasonably likely to have a material adverse effect; multi-year vesting aligns to long-term stock performance .
• Option repricing prohibited without stockholder approval .

Investment Implications

• Alignment and retention: The 544,000-share 2024 Performance Award has multi-year market-price hurdles and a five-year minimum service requirement, deferring realizable value and supporting retention; as of March 31, 2025, 362,667 shares were “earned” pending time-based vesting and 181,333 remained unearned .
• Near-term supply/vesting cadence: Time-based awards granted in March 2025 (30,000 + 6,001 shares) vest in equal tranches over four years, creating predictable March delivery cadence (FY26–FY29). FY25 vestings totaled 9,893 shares for Mr. Hirsch with $1.38M realized value, illustrating ongoing annual vesting activity .
• Governance considerations: As a controlled company, Hamilton Lane utilizes exemptions that allow a compensation committee not comprised solely of independent directors; investors should weigh this against the firm’s separation of CEO and Chair roles and a fully independent audit committee .
• Pay and performance: FY25 featured a large, one-time performance award along with new Annual Awards; pay-versus-performance disclosure highlights TSR outperformance vs. the $100 baseline and emphasizes fee-related earnings, adjusted EBITDA, and revenues as key drivers of compensation design .