Lydia Gavalis
Hamilton LaneAbout Lydia Gavalis
Lydia A. Gavalis is General Counsel and Secretary of Hamilton Lane Incorporated, responsible for global legal affairs; she has served in this role since 2017 and is age 61 as of the 2025 proxy record date . She previously spent over 18 years at SEI Investments Company in senior legal leadership, and holds a B.A. from Rosemont College and J.D. from Temple University; she is admitted to the Pennsylvania bar . Company performance context: HLNE revenues have grown from $528.8M (FY 2023) to $712.963M (FY 2025) with EBITDA rising over the same period; five-year TSR (value of $100) reached $294.21 vs $256.43 for the Dow Jones U.S. Asset Managers index, and the compensation committee highlights Fee Related Earnings, Adjusted EBITDA, and Revenues as most important performance measures for pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SEI Investments Company | Division General Counsel – Institutional Investors segment | 18+ years (dates not disclosed) | Led legal for institutional segment |
| SEI Private Trust Company | General Counsel | Not disclosed | Oversaw trust company legal affairs |
| SEI Trust Company | General Counsel | Not disclosed | Oversaw state-chartered trust company legal affairs |
| SEI Investments (Europe) Limited | Director & General Counsel | Not disclosed | Led London-based asset management legal function |
| SEI Investments Company | Head, Corporate Legal Services | Not disclosed | Managed corporate legal services team |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Commonwealth of Pennsylvania | Member of the Bar | Active | Professional credential |
Fixed Compensation
Multi-year cash compensation for Lydia Gavalis:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 325,000 | 325,000 | 325,000 |
| Cash Bonus ($) | 385,000 | 423,500 | 423,500 |
| All Other Compensation ($) | 77,335 | 48,260 | 96,377 |
| Total Reported Compensation ($) | 1,134,837 | 963,199 | 1,006,424 |
Notes:
- All Other Compensation includes carried interest payments and 401(k) company contributions; in FY 2025, Lydia received $85,877 carried interest and $10,500 401(k) contributions .
Performance Compensation
Equity Grants (Restricted Stock and Performance Awards)
| Grant Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Time-based Restricted Stock | 3/14/2025 | 1,211 | 161,547 | 25% per year over 4 years, service-based |
| Time-based Restricted Stock | 3/14/2024 | 1,620 | 166,439 | 25% per year over 4 years, service-based |
| 2022 Performance Award (market/price hurdles) | 9/16/2022 | Price hurdles; see notes | Probability-based fair value | Hurdles at $150/$190/$230 20-day avg; minimum 5 yrs service; 1/3 per hurdle |
Detailed performance award metrics for 2022 awards:
- Metric: Class A common stock price hurdles ($150, $190, $230 average closing price over 20 consecutive trading days) .
- Weighting/Targets: Three equal tranches; time-based minimum service of 5 years .
- Payout/Vesting: One-third of shares eligible per hurdle; if hurdle met prior to five years, vest at fifth anniversary; thereafter vest on date target met .
Option exercises: HLNE does not currently grant stock options under the 2017 Equity Plan; practice is to grant restricted stock; any options, if granted, must be at or above grant-date market price .
Vesting Activity (Value Realized)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Shares Vested (#) | 1,955 | 1,909 |
| Value Realized on Vesting ($) | 210,749 | 265,370 |
Equity Ownership & Alignment
| Ownership Snapshot (as of record date) | FY 2024 | FY 2025 |
|---|---|---|
| Class A Shares Beneficially Owned (#) | 28,525 | 39,960 |
| Ownership % of Class A Outstanding | <1% | <1% |
| Class A Outstanding (Record Date) | 40,533,548 | 43,501,270 |
Outstanding unvested awards (as of 3/31/2025):
- Time-based RSU shares not vested: 544 (3/14/2022), 1,274 (3/14/2023), 1,215 (3/14/2024), 1,211 (3/14/2025) .
- 2022 Performance Award: 4,348 shares “not vested” (market conditions met/time vesting pending) and 2,174 “unearned shares” (market target not met); market value calculations based on $148.67 closing price .
Alignment safeguards:
- Hedging and pledging of company stock by directors, officers and employees are expressly prohibited, reducing misalignment and collateral-driven selling risk .
- Compensation Recovery (clawback) policy compliant with SEC/Nasdaq mandates, enabling recovery of incentive-based compensation after accounting restatements .
Stock ownership guidelines: Not disclosed for executives in the proxy; director compensation caps exist under the equity plan .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreements | HLNE does not have individual employment, severance, or change-in-control agreements with named executive officers other than Mr. Delgado‑Moreira . |
| Equity change-of-control treatment | If awards are not continued/assumed/replaced, or if involuntary termination without cause within 24 months post-CIC, unvested RS/RSUs/performance shares vest fully and performance objectives are deemed satisfied at “target” . |
| Potential CIC payout value (Accelerated Vesting) | Lydia Gavalis: $1,600,581 if CIC occurred on 3/31/2025 under the plan’s conditions . |
| Termination (non-CIC) | Death/disability: time-based RS accelerates; for cause: forfeiture and potential disgorgement; other terminations: unvested time-based RS forfeited; performance awards generally forfeited prior to meeting conditions . |
| Non-compete on awards | Six-month non-compete for voluntary resignations without good reason for award grantees not otherwise subject to non-competition . |
| Carried Interest Plan | Awards vest over five years; unvested awards forfeited upon termination (other than death); fully vested awards canceled upon termination for cause . |
| Insider Trading Policy | Prohibits trading while in possession of MNPI; forbids hedging/pledging transactions . |
Company Performance Context
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 528,753,000 | 553,842,000 | 712,963,000 |
| EBITDA ($) | 247,483,000* | 254,004,000* | 325,837,000* |
| TSR (Value of $100 Investment) | FY 2024 | FY 2025 |
|---|---|---|
| HLNE TSR ($) | 220.10 | 294.21 |
| Peer Group TSR ($) – Dow Jones U.S. Asset Managers | 226.73 | 256.43 |
Values with asterisk retrieved from S&P Global.
Most important performance measures in pay-versus-performance disclosure: Fee Related Earnings, Adjusted EBITDA, Revenues .
Compensation Structure Notes (Governance and Design)
- Annual bonuses are discretionary and influenced by company financial performance and executive area outcomes; a portion is paid in time-based restricted stock for senior employees based on bonus size tiers (up to 30% for $500k+ bonuses) .
- Equity Plan prohibits repricing without shareholder approval, has no evergreen provision, and sets director compensation limits; the plan was amended/restated in 2024 to increase share reserve and extend term .
- 2025 say-on-pay support remained strong: 94.9% votes cast approved executive compensation at the 2024 annual meeting; no benchmarking in FY 2025; Semler Brossy advised the committee .
Investment Implications
- Alignment: Prohibitions on hedging/pledging, multi-year vesting of restricted stock, and compensation clawback reduce misalignment and encourage long-term performance; Lydia’s equity ownership (39,960 shares) and unvested equity exposure strengthen retention and alignment .
- Retention and Selling Pressure: Scheduled vesting (annual over four years) and performance award price hurdles may create periodic liquidity events; however, no pledging is allowed, reducing collateral-induced selling risk .
- Change-of-Control Economics: Plan-level double-trigger treatment and accelerated vesting under certain CIC scenarios present meaningful value ($1.60M hypothetical for Lydia), which may impact transaction negotiations and retention through change events .
- Pay-for-Performance: Discretionary bonus structure tied to operating results, plus use of FRE/Adjusted EBITDA/Revenues as core measures in pay-versus-performance context, align incentives with fee-growth and profitability; revenue and EBITDA expanded in FY 2025, supporting higher long-term equity values .