Leslie Varon
Hamilton LaneAbout Leslie F. Varon
Independent director of Hamilton Lane Incorporated (HLNE), serving since May 2017; age 67 as of July 10, 2024. Former CFO of Xerox (2015–2016), with prior senior finance roles including VP Finance & Corporate Controller (2006–2015) and VP Investor Relations (2015); MBA (Finance/Marketing) from Virginia Tech and BA from Binghamton University. Chair of HLNE’s Audit Committee and member of the Compensation Committee; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xerox Corporation | Chief Financial Officer | Nov 2015–Dec 2016 | Led restructuring and spin-off of $7B services business |
| Xerox Corporation | Special Advisor to CEO | Jan–Mar 2017 | Post-spin advisory; retired Mar 2017 |
| Xerox Corporation | VP Investor Relations | Mar–Oct 2015 | Investor engagement leadership |
| Xerox Corporation | VP Finance & Corporate Controller | Jul 2006–Feb 2015 | Oversaw FP&A, accounting, IA, risk, shared services, real estate |
| Xerox Corporation | Prior finance/audit roles | Various | VP Finance & Operations Support (NA), VP IR & Corporate Secretary, Director Corporate Audit |
| Xerox International Partners JV | Director | 2006–2017 | Represented Xerox stake in JV with Fuji Xerox |
External Roles
| Company | Role | Tenure | Committee Positions |
|---|---|---|---|
| Dentsply Sirona (XRAY) | Director | Current | Audit Committee Chair |
| Lam Research (LRCX) | Director | Until 2024 | Audit Committee Chair |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member. Audit Committee also includes directors Berkman and Sexton; all are independent and designated “audit committee financial experts.”
- Independence: Board determined Varon is independent under Nasdaq rules; HLNE is a “controlled company,” exempt from majority independence and fully independent compensation committee requirements.
- Compensation Committee composition: Rogers and Giannini serve on the compensation committee but do not meet heightened independence standards under Rule 10C-1/Nasdaq; Varon sits alongside them.
- Meetings and attendance: Board held nine meetings in fiscal 2024 and nine in fiscal 2025; Varon attended at least 75% of Board and committee meetings both years (exceptions noted were other directors). Audit Committee held eight meetings in fiscal 2024 and eight in fiscal 2025.
- Executive sessions: Independent directors hold meetings without management present, generally alongside scheduled board meetings.
- Audit Committee mandate includes oversight of enterprise/financial risk, related-party transaction review/approval, IT/cybersecurity, and auditor oversight.
Fixed Compensation
| Component | Fiscal 2024 | Fiscal 2025 |
|---|---|---|
| Annual non-employee director retainer | $200,000 (cash or time-based RS, at director election) | $200,000 (cash or time-based RS, at director election) |
| Audit Committee Chair fee | $35,000 (increase approved Sept 7, 2023) | $35,000 |
| Annual limit on director pay under plan | $500,000 cap (cash + equity grant-date fair value) | |
| Varon – Fees Earned or Paid in Cash | $101,146 | $118,958 |
| Varon – Stock Awards (grant-date fair value) | $111,138 | $100,932 |
| Varon – Total | $212,284 | $219,890 |
| RS vesting schedule (directors) | One-year time-based vesting | One-year time-based vesting |
Performance Compensation
| Item | Detail |
|---|---|
| Award type for directors | Time-based restricted stock under the 2017 Equity Plan (no disclosed performance metrics for director awards) |
| Dividends/dividend equivalents | Restated Plan prohibits dividends/dividend equivalents on options, SARs, and restricted stock (plan-level feature) |
| Clawback | All awards subject to company clawback/recoupment policies or as required by law |
No director-specific performance metrics (e.g., TSR, EBITDA) are disclosed for Varon’s board compensation; equity grants are time-based RS.
Other Directorships & Interlocks
| Company | Sector Relationship to HLNE | Interlock/Conflict Notes |
|---|---|---|
| Dentsply Sirona (XRAY) | Dental equipment; no apparent direct overlap with HLNE’s asset management operations | Audit Chair; no related-party linkage disclosed in HLNE proxy |
| Lam Research (LRCX) | Semiconductor equipment; tenure ended 2024 | No HLNE-related-party linkage disclosed; tenure ended |
Expertise & Qualifications
- Financial leadership: Former Xerox CFO; extensive controller, audit, and investor relations experience; crisis and transformation leadership.
- Audit expertise: Designated audit committee financial expert; chairs HLNE’s Audit Committee.
- Education: BA (Binghamton University); MBA (Virginia Tech, Finance & Marketing).
Equity Ownership
| Metric | Fiscal 2024 | Fiscal 2025 |
|---|---|---|
| Class A shares beneficially owned | 6,849 (<1%) | 8,992 (<1%) |
| Class B shares beneficially owned | — | — |
| % total voting power | <1% | <1% |
| RS outstanding (director grants) at fiscal year-end | 1,474 shares (as of March 31, 2024) | 669 shares (as of March 31, 2025) |
| Pledging/hedging policy coverage | Awards subject to company policies incl. pledging/hedging and ownership guidelines (plan-level) |
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; active audit oversight (8 meetings/year); explicit plan features supporting shareholder alignment (no option/SAR repricing without approval, annual $500k cap for director compensation, clawback, no excise tax gross-ups). These mitigate pay/practice risk and strengthen control environment.
- Alignment: Varon elects a mix of cash and equity; maintains RS holdings with one-year vesting; beneficial ownership increased from 6,849 to 8,992 Class A shares YoY, albeit still <1% of voting power.
- Independence/attendance: Board affirmed independence; Varon met ≥75% attendance thresholds in FY2024 and FY2025; Audit Committee held regular meetings.
- Related-party safeguards: Audit Committee (chaired by Varon) reviews/approves related-party transactions; structured risk oversight for financial, governance, IT/cybersecurity risks.
- RED FLAG: Controlled company status with non-independent Executive Co-Chairmen (Rogers, Giannini) on Compensation Committee and not meeting heightened independence standards; Varon serves on the same committee. This presents potential conflicts in executive pay oversight despite Varon’s independent role.
- Overall signal: Varon’s governance profile (audit leadership, financial expertise, solid attendance) supports investor confidence; the primary governance risk derives from HLNE’s controlled company exemptions and Compensation Committee composition, not Varon’s individual conduct.