Juan Delgado-Moreira

About Juan Delgado‑Moreira

Juan Delgado‑Moreira is Co‑Chief Executive Officer of Hamilton Lane (since January 1, 2024) and a member of the company’s board of directors; age 54 as of July 9, 2025 . He previously served as Vice Chairman (2018–2023), joined the firm in 2005, and earlier held roles at Baring Private Equity Partners (London) and academic positions (University of Essex; Fulbright Scholar at Stanford); he holds a B.A. and a Ph.D. (Research Methods/Statistics) from Universidad Complutense de Madrid and is a CFA charterholder . Company-level performance context: Hamilton Lane’s TSR value of a $100 investment reached $294.21 in fiscal 2025 vs $256.43 for the peer group; “most important” pay-versus-performance metrics cited by the company include Fee Related Earnings, Adjusted EBITDA, and Revenues .

Past Roles

External Roles

Board Governance and Dual‑Role Implications

• Independence and structure: Hamilton Lane is a “controlled company” under Nasdaq rules; board independence requirements are exempted. Independent directors include Graves, Berkman, Sexton, and Varon; Audit Committee is fully independent (Varon Chair; Berkman, Sexton). Compensation Committee includes executives Rogers and Giannini alongside Berkman, Sexton, Varon (Rogers Chair) .
• Leadership: Executive Co‑Chairmen are Rogers and Giannini; Co‑CEOs are Hirsch and Delgado‑Moreira; following the 2025 AGM, Rogers will be sole Chair .
• Attendance: Board held nine meetings in fiscal 2025; each director attended ≥75% of meetings and committee meetings except Sexton and Giannini (Delgado‑Moreira not listed among exceptions) .
• Director pay: Employee-directors (incl. Delgado‑Moreira) receive no director compensation; non‑employee director retainer is $200,000 (cash/stock at election); Audit Chair receives an additional $35,000 .
• Governance implications: Co‑CEO + director is not independent; as a controlled company, comp committee includes executives—investors should weigh potential independence constraints against presence of independent audit committee and executive sessions of independent directors .

Fixed Compensation

Performance Compensation

Annual Incentive Bonus and “Annual Awards”

• Bonus plan is fully discretionary; uses a single company-wide pool tied to operating results, incentive fees, and investment gains. Senior bonuses are paid in a mix of cash and time‑based restricted stock; equity portion generally 30% for bonuses ≥$500,000; grants vest over four years in equal annual installments .
• In March 2025, the board approved the first in an expected series of five annual time‑based restricted stock awards (30,000 shares each) for each Co‑CEO, granted after considering: (i) no YoY decline in Revenues or Adjusted EBITDA, (ii) no material/uncured lending agreement defaults, (iii) no material litigation/regulatory actions, and (iv) no general and sustained loss of investor confidence. Future annual awards will require the compensation committee to establish and certify performance criteria within 90 days of each fiscal year; each award vests ratably over four years .

2024 Performance Awards (granted Sept 16, 2024)

• Each Co‑CEO received a 544,000‑share performance‑based restricted stock award (grant‑date fair value $71,126,187). Tranches (one‑third each; 181,333 shares) become eligible to vest when the 20‑trading‑day average closing price reaches $150, $190, and $230, respectively, within seven years; minimum five years of service required—if price target hit before 5 years, vesting occurs at the fifth anniversary; otherwise at attainment if after 5 years .

Time‑based Restricted Stock (Fiscal 2025 grants)

Equity Ownership & Alignment

Beneficial Ownership (record date: July 9, 2025)

• Ownership form: JDM holds his equity entirely in HLI Class A common stock (not via HLA Class B/C units), aligning directly with public shareholders .
• Hedging/pledging: Company policy prohibits pledging and hedging by directors and officers—mitigating alignment risks; no pledging permitted .

Outstanding Unvested Equity (as of Mar 31, 2025; $148.67 close)

• Vested during FY25: 6,550 shares vested; value realized $910,516 .
• Vesting cadence and dates: time‑based RS generally vest 25% annually on four anniversaries of grant; JDM’s 7,248‑share award approved in 2022 began vesting April 8, 2023, with remaining vesting dates realigned to March 14, 2024/2025/2026 .
• Options: Company does not currently grant stock options/SARs; awards are restricted stock and performance stock .

Employment Terms

• Employment agreement: Signed May 23, 2016 with Hamilton Lane (Hong Kong) Limited; terminable by either party on 12 weeks’ written notice (garden leave may apply). Base salary 2,500,000 HKD; discretionary annual bonus; private health coverage; MPF contributions per HK law .
• Termination (illustrative): If terminated on Mar 31, 2025 without cause and with notice (or lump-sum in lieu), estimated entitlement of 11,944,972 HKD (≈$1,535,750 at spot), comprising 12 weeks’ salary/benefits, FY25 bonus as reported, and statutory payments; scheduled vesting within the 12‑week notice could be allowed by the comp committee (none was scheduled for him in that window); otherwise unvested RS forfeited .
• Change‑in‑control (CIC): 2017 Equity Plan provides acceleration if awards are not continued/assumed/replaced; if continued/assumed/replaced, awards accelerate upon involuntary termination without cause within 24 months post‑CIC; performance awards deemed satisfied at “target” upon acceleration . Estimated value of JDM’s unvested awards that would accelerate under the specified CIC circumstances (as of Mar 31, 2025 at $148.67) was $87,493,484 .
• Clawback: Rule 10D‑1 compliant compensation recovery policy (restatement-based) applies to Section 16 officers .
• Equity grant practices: No backdating; grants not coordinated with MNPI; no options granted; if options were granted, exercise price must be ≥ market close on grant date .
• HLA units on termination for cause: For execs party to stockholders agreement, termination for cause can trigger conversion of Class B to Class C and redemption rights of corresponding Class B common shares (voting rights removed); JDM’s equity is held in Class A (not Class B/C) per Ownership section .

Compensation Structure Analysis

• Mix shift to equity: FY25 total comp was dominated by one‑time 2024 Performance Awards ($71.1M grant‑date fair value) plus a 30,000‑share time‑based Annual Award; this materially increased equity’s share of pay and defers realizable value to share‑price and multi‑year service conditions .
• Performance linkage: Key metrics the company cites in linking compensation to performance include Fee Related Earnings, Adjusted EBITDA, and Revenues; TSR outperformance vs peer group in FY25 supports equity upside potential if sustained .
• Option risk/repricing: Not applicable; company does not grant options, reducing repricing risk .
• Say‑on‑pay support: 94.9% approval at 2024 AGM; comp committee retained Semler Brossy (independent) and did not use benchmarking in FY25 .
• Governance caution: As a controlled company, two executives (Rogers, Giannini) sit on the Compensation Committee; this structure is permitted but may limit committee independence optics for investors .

Director Compensation (as applicable to JDM)

• Employee‑directors receive no director compensation; non‑employee directors receive a $200,000 annual retainer (cash/stock at election) and Audit Chair receives an additional $35,000; director RS vests after one year .

Performance & Track Record Highlights

• Company TSR: Value of $100 investment rose to $294.21 in FY25 vs $256.43 peer group; average CAP (comp actually paid) for JDM in FY25: $79,992,877 (driven by equity grants) .
• “Most important” performance measures for CAP disclosure: Fee Related Earnings, Adjusted EBITDA, Revenues .

Equity Ownership & Alignment—Risk Indicators

• Pledging/hedging: Prohibited for directors and officers (mitigates alignment risk) .
• Carried interest: JDM participates in Carried Interest Plan; awards align with realized fund performance; amounts are reflected as compensation when earned/paid; future amounts indeterminable .
• Related party: No JDM‑specific related‑party payments called out in the Tax Receivable Agreement disclosure excerpt; list included certain other officers/directors .

Data Tables

Summary Compensation (SCT) — Juan Delgado‑Moreira

Grants of Plan‑Based Awards — Fiscal 2025 (JDM)

Option Exercises and Stock Vested — Fiscal 2025 (JDM)

Employment Terms — Key Economics

Investment Implications

• Strong equity alignment with meaningful ownership (1.86M Class A shares; 5% of Class A) and large, multi‑year performance equity tied to stock price hurdles; hedging/pledging prohibitions further align incentives .
• Vesting and potential supply: Significant unvested performance shares (362,667 “eligible” plus 181,333 “unearned”) and time‑based awards could create periodic vesting‑related supply; FY25 vested 6,550 shares; watch for Form 4 activity around vest dates and any net share sales for tax .
• Retention and severance risk: Fixed severance economics are modest (12‑week notice and FY bonus) versus the scale of unvested equity and CIC acceleration—retention is primarily equity‑driven; performance share hurdles and five‑year service minimum are meaningful golden handcuffs .
• Governance watch‑items: Controlled company with executives on Compensation Committee reduces independence optics; however, say‑on‑pay support was high (94.9%), and Audit Committee is fully independent .
• Pay‑for‑performance: FY25 equity grants were large but explicitly framed as one‑time to recognize new Co‑CEO responsibilities and drive long‑term stock performance; TSR outpaced the peer group in FY25, but realization requires sustained performance against price hurdles .