Hartley Rogers
Hamilton LaneAbout Hartley Rogers
Hartley R. Rogers (age 65 as of July 9, 2025) is Executive Co‑Chairman and Chair of Hamilton Lane’s board compensation committee; he has served on the board since the company’s IPO in March 2017. He holds an A.B. magna cum laude from Harvard College and an MBA from Harvard Business School with High Distinction (Baker Scholar), and previously chaired the board of Hamilton Lane Advisors, L.L.C. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamilton Lane Advisors, L.L.C. | Chairman of the Board; Executive Co‑Chairman (HLI) | Board service since Mar 2017; prior HLA chair | Chair of HLI Compensation Committee; member of various HLA investment committees |
| DLJ Merchant Banking Partners III ($5.3B fund) | Managing Director; Investment Committee Member | 2001–2002 | PE fund governance and investment oversight |
| Credit Suisse First Boston (Private Equity Division) | Managing Director | 1997–2001 | Private equity leadership |
| Morgan Stanley | Managing Director; President of GP of Princes Gate Investors funds | 1981–1983, 1986–1993, 1995–1997 | Led PE GP responsibilities; corporate finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harvard Online | Advisory Board Chairman | Current | Online learning initiative governance |
| Institute of International Education | Investment Committee Chair; Executive Committee Vice Chair; Treasurer | Current | Fiduciary and oversight roles |
| Bessemer Securities Corporation | Director | Current | Board service (private company) |
| Bessemer Securities LLC | Board of Managers | Current | Board service (private company) |
| Hamilton Lane Alliance Holdings I, Inc. (SPAC) | Chairman | Until deregistration in 2022 | Sponsored by HLA |
| Metropolitan Opera; Green Vale School; Peoples’ Symphony Concerts | Director (prior) | Prior | Non‑profit governance |
Board Governance
- Board leadership: Rogers and Giannini serve as Executive Co‑Chairs; after the Sept. 2025 meeting, Rogers became sole Chairman .
- Independence: Board determined Berkman, Sexton, Graves, and Varon are independent; Rogers is not independent. HLNE is a “controlled company,” exempt from majority‑independent board and fully independent compensation committee requirements .
- Committees:
- Compensation Committee: Rogers (Chair), Giannini, Berkman, Sexton, Varon; held 3 meetings in FY2025 .
- Audit Committee: Varon (Chair), Berkman, Sexton; all independent; held 8 meetings in FY2025 .
- Attendance: Board held 9 meetings in FY2025; each director attended at least 75% of board and committee meetings except Sexton and Giannini (Rogers met at least 75%) .
- Controlled voting: HLA Investments, LLC (“HLAI”), controlled by an entity managed by Rogers, holds ~51% of aggregate voting power; the voting group under the stockholders agreement collectively holds ~75% of voting power, allowing HLAI to decide all matters at the Annual Meeting .
Board and Committee Meetings (FY2025)
| Metric | FY2025 |
|---|---|
| Board Meetings Held | 9 |
| Audit Committee Meetings | 8 |
| Compensation Committee Meetings | 3 |
Fixed Compensation
- HLNE policy: Non‑employee directors receive an annual retainer of $200,000 (cash and/or time‑based restricted stock at their election); Audit Chair receives an additional $35,000. Restricted stock vests one year from grant. Directors who are employees (including Rogers) do not receive director compensation .
Performance Compensation
- For directors: No performance‑based director compensation disclosed for Rogers (employee directors do not receive director pay) .
- Company policies relevant to governance:
- Compensation Recovery Policy compliant with SEC Rule 10D‑1/Nasdaq, applicable to incentive‑based comp for Section 16 officers over the prior 3 completed fiscal years in restatement scenarios .
- Prohibition on hedging and pledging of HLNE securities by directors, officers and employees .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Vector |
|---|---|---|---|
| HLA Investments, LLC (HLAI) | Controlling stockholder | Managing member controlled by entity controlled by Rogers | Directs votes of group with ~75% voting power; HLAI holds ~51% aggregate voting power; Rogers has pecuniary interest via HLAI |
| HLA investment committees | Internal | Member | Dual role across governance and investment decisions |
| Bessemer Securities entities | External (private) | Board roles | No related‑party transactions disclosed with HLNE; monitor for any dealings |
Expertise & Qualifications
- Deep private markets/PE leadership across DLJ, CSFB, and Morgan Stanley; chaired HLA/HLI boards .
- Financial and governance expertise suitable for compensation oversight; Harvard College and Harvard Business School credentials (Baker Scholar) .
Equity Ownership
- Beneficial Ownership: Rogers beneficially owns 6,760,922 shares of Class B common stock via HLAI, with an associated 41% of total voting power and ~13% economic interest in HLA; no Class A shares listed in his row of the table .
- Controlled company structure: HLAI (managed by an entity controlled by Rogers) directs the voting group; voting outcomes are substantially determined by HLAI .
- Hedging/Pledging: Prohibited for directors/officers/employees per Insider Trading Policy .
Insider Trades (Form 4)
Note: HLNE prohibits hedging/pledging; Form 4 records reflect administrative transfers/gifts and one sale of Class A shares. Monitor gifts/transfers for changes in indirect control via HLAI .
Governance Assessment
- Strengths
- Deep private markets and board leadership experience supports compensation oversight and strategic guidance .
- Independent audit committee with three financial experts; formal related‑party transaction policy; clawback policy aligned with SEC/Nasdaq; hedging/pledging prohibited .
- Meeting attendance threshold met for Rogers; independent directors hold sessions without management .
- Shareholder support: say‑on‑pay received 94.9% approval in 2024; 2025 vote “FOR” totaled 98,253,133 with “1‑year” frequency preference confirmed by the Board .
- Risks and potential conflicts
- Controlled company: Rogers (through HLAI) directs a voting group with ~75% voting power; HLAI holds ~51% aggregate voting power, effectively determining annual meeting outcomes—elevated minority shareholder governance risk .
- Compensation committee includes two non‑independent executive directors (Rogers, Giannini), which can heighten perceived conflicts in executive pay oversight despite majority independent composition and use of independent consultant (Semler Brossy; no conflicts) .
- Rogers’ dual roles (Executive Co‑Chairman, Compensation Chair, HLA investment committees) increase interlock across governance and investment decisions; rely on audit committee related‑party oversight to mitigate .
- Signals to monitor
- Any changes to HLAI holdings, stockholders agreement mechanics, or exchanges impacting voting control .
- Board composition changes (two vacancies post‑2025 meeting) and independence balance .
- Continued advisory vote outcomes and investor feedback on compensation practices .
Related-Party & Shareholder Votes
- Stockholders agreement: parties vote together per HLAI direction; voting group reported 15,729,416 Class A shares in Schedule 13D/A (Apr 2, 2025) .
- 2025 Annual Meeting voting results:
- Hartley R. Rogers elected Class III director (Votes For: 105,514,453; Withheld: 23,515,384; Broker Non‑Votes: 3,097,590) .
- Say‑on‑pay “FOR”: 98,253,133; “Against”: 30,764,307; “Abstentions”: 12,397 .
- Frequency: “One Year” received 127,987,979 votes; Board adopted annual say‑on‑pay .
RED FLAGS
- Controlled company status with concentrated voting power under an agreement directed by an entity controlled by Rogers (outsized influence over director elections and pay advisory outcomes) .
- Compensation committee chaired by a non‑independent executive (Rogers) and includes another executive (Giannini), which may draw investor scrutiny despite compliance with controlled company exemptions .
Notes on Independence, Attendance, and Engagement
- Independence: Not independent under Nasdaq rules; only Berkman, Sexton, Graves, Varon are independent .
- Attendance: Rogers attended ≥75% of board/committee meetings in FY2025 (exceptions were Sexton and Giannini) .
- Annual meeting: Directors are expected to attend; all but one attended 2024 .
Compliance & Policies
- Insider Trading Policy: prohibits transactions while in possession of MNPI and bans hedging/pledging; policy filed as Exhibit 19.1 to latest 10‑K .
- Clawback Policy: Rule 10D‑1/Nasdaq compliant; filed as Exhibit 97.1 to latest 10‑K .
- Related‑Party Transaction Policy: Audit committee approval required for transactions >$120,000 involving directors/executives/≥5% holders .