Jeffrey Armbrister

About Jeffrey Armbrister

Jeffrey B. Armbrister (age 52) is Chief Financial Officer and Treasurer of Hamilton Lane, serving since 2023. He previously led Hamilton Lane’s Direct Equity Investments (2019–2023), joined in 2018 as Managing Director, and earlier spent 2003–2018 at Versa Capital (MD from 2013), with prior roles in equity research, private equity/VC, corporate development and investment banking; he holds a B.A. in Economics from the University of Virginia . Company performance context during his tenure shows revenue rising from $554M in FY2024 to $713M in FY2025 and EBITDA increasing from $254M to $326M, with total shareholder return since FY2020 measured at $294.21 on a $100 base by FY2025 .

Past Roles

External Roles

Fixed Compensation

Multi-year NEO compensation for Armbrister:

Notes:

• All Other Compensation for FY2025 includes carried interest payments ($311,675) and 401(k) contributions ($10,500) .

Performance Compensation

Structure and metrics:

• Annual incentive bonus is discretionary and paid in cash plus time-based restricted stock; equity portion scales with bonus size (≥$500k → 30% in RS), grants use 20-day VWAP and vest in 4 equal annual installments .
• Performance Awards are market-based restricted stock with tranches vesting upon HLNE share-price hurdles ($150, $190, $230 over 20 consecutive trading days) plus a minimum 5-year service requirement; one-third of shares are eligible at each price target .

Key FY2025 grants and design:

Equity Ownership & Alignment

• Beneficial ownership: 29,224 Class A shares; <1% of Class A; record date July 9, 2025 (Class A outstanding: 43,501,270) .
• Outstanding unvested/uneared awards as of FY2025 year-end (March 31, 2025):

• Pledging and hedging: Prohibited for directors, officers, and employees; includes collars, swaps, exchange funds, margin pledging and standing/limit orders outside approved 10b5‑1 plans .
• Insider trading controls: Pre-clearance required; quarterly/event-specific blackout periods; Rule 10b5‑1 plans permitted with mandated cooling-off and good-faith certifications .
• Clawback policy: Compliant with Rule 10D‑1; three-year lookback for incentive-based compensation tied to financial reporting measures, including stock price/TSR adjustments upon restatements; recovery via multiple lawful methods; no indemnification .

Insider activity signals:

• Form 4 filings indicate ongoing reporting by Armbrister, including a filing for transactions dated March 14, 2025 (filed March 18, 2025) and a subsequent filing on September 18, 2025 .

Employment Terms

• Agreements: No individual employment, severance, or change-in-control agreement for Armbrister (exception exists only for Delgado-Moreira) .
• Change-in-control treatment (2017 Equity Plan):
  • If awards are continued/assumed/replaced and involuntary termination (other than cause) occurs within 24 months post-CIC, or if awards are not substituted for market-traded stock and the committee has not determined otherwise: all unvested RS/RSUs/PSUs vest; performance objectives deemed met at target .
  • Estimated accelerated vesting value for Armbrister if CIC occurred on March 31, 2025 under those conditions: $3,818,589 .
• Non-compete: Six-month non-compete applies to award grantees who voluntarily leave without “good reason” (as defined) .
• Termination (non-CIC): Death/disability accelerates unvested time-based RS; performance awards forfeited prior to end of performance period; other departures generally result in forfeiture of unvested RS, with board discretion for acceleration case-by-case .
• CFO appointment date: August 8, 2023 .

Company Performance Context

Values retrieved from S&P Global.*

Total Shareholder Return (value of $100 invested from March 31, 2020 to FY-end):

• TSR: $294.21 (FY2025); Peer Group TSR (Dow Jones U.S. Asset Managers Index): $256.43 (FY2025) .

Investment Implications

• Compensation alignment: Armbrister’s pay mix ties meaningful portions to multi-year equity—time-based RS that vests over four years and market-based performance awards linked to absolute share price levels—supporting retention and shareholder alignment without option risk (HLNE does not currently grant options) .
• Retention/vesting overhang: Unvested time-based RS and performance awards create vesting cadence through at least 2029, with additional double-trigger protection post-CIC, lowering near-term voluntary departure risk; however, performance tranches depend on absolute price realization (execution and market beta risk) .
• Insider selling pressure: Company-level prohibitions on hedging/pledging and strict trading controls mitigate forced-selling risk; Form 4 activity appears consistent with award grants and periodic tax withholding rather than discretionary selling programs .
• Governance/clawback: Robust 10D‑1-compliant clawback and compensation committee oversight, combined with strong say‑on‑pay support (94.9% in 2024), indicate low pay‑risk and high investor acceptance of incentive structures .
• Execution signals: Revenue and EBITDA growth through FY2025, alongside TSR outperformance vs. peer index since FY2020, support the case that CFO-level financial stewardship has coincided with value creation; performance award hurdles ($150/$190/$230) set explicit equity-linked tests for continued value realization .