O. Griffith Sexton
Hamilton LaneAbout O. Griffith Sexton
Independent director (Age 81) with deep finance and academic credentials. He has served on Hamilton Lane’s board since the March 2017 IPO and previously served on Hamilton Lane Advisors’ board from 2003–2017. He holds a B.S.E. cum laude from Princeton and an M.B.A. from Stanford; he is a former U.S. naval aviator and Vietnam veteran. The board has determined he is independent under Nasdaq rules and he serves on the Audit and Compensation Committees; he missed some meetings in fiscal 2025 for medical reasons .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Investment banking professional; Managing Director | 1973–1995; MD 1985–1995 | Led advisory on mergers, acquisitions, recapitalizations, restructurings; developed/executed major corporate transactions . |
| Morgan Stanley | Advisory Director | 1995–2005; 2014–present | Ongoing advisory relationship; prior full board directorship 2005–2014 . |
| Morgan Stanley | Director (Board of Directors) | 2005–2014 | Public company board service . |
| Investor AB (Sweden) | Director | 2003–2015 | Public investment company board service . |
| Princeton University | Visiting Lecturer (Corporate Finance) | 2000–2020 | Academic instruction in corporate finance . |
| Columbia Business School | Adjunct Professor of Finance | 1995–2010 | Academic instruction in finance . |
| Hamilton Lane Advisors (HLA) | Director | 2003–2017 | Pre-IPO board service for operating company . |
External Roles
| Organization | Current Role | Public/Private | Notes |
|---|---|---|---|
| Morgan Stanley | Advisory Director | Public | Advisory director since 2014 (also 1995–2005); prior board director 2005–2014 . |
| Investor AB | Former Director | Public | Served 2003–2015 . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Sexton is independent under Nasdaq rules . |
| Committees | Audit Committee member; Compensation Committee member . |
| Chair Roles | Not a chair; Audit Committee chaired by Leslie F. Varon; Compensation Committee chaired by Hartley R. Rogers . |
| Audit Committee Expertise | Audit committee members (including Sexton) are “financial experts” under Item 407(d)(5) . |
| Meeting Attendance | Board held 9 meetings in fiscal 2025; Sexton attended less than 75% (medical reasons); Audit Committee held 8 meetings; Compensation Committee held 3 . |
| Executive Sessions | Board holds separate meetings for independent directors without management present . |
| Controlled Company Status | HLNE is a controlled company; exemptions apply to compensation and nominating requirements . |
Fixed Compensation
| Item | FY2025 Amount/Structure |
|---|---|
| Annual Director Retainer (non-employee directors) | $200,000, payable in cash, time-based restricted stock, or a combination at director election; restricted stock vests one year after grant . |
| Audit Chair Additional Retainer | $35,000 cash (applies to chair only; not Sexton) . |
| Aggregate Cap | Annual combination of cash fees plus equity grant-date fair value capped at $500,000 per non-employee director . |
| Sexton FY2025 Compensation | Cash: $0; Stock Awards: $201,713; Total: $201,713 . |
| Restricted Stock Outstanding (Sexton) | 1,337 shares as of March 31, 2025 . |
| Expense Reimbursement | Reasonable costs/expenses for board/committee meetings reimbursed . |
Performance Compensation
| Component | Disclosure |
|---|---|
| Performance-Based Director Pay | Not used; director comp is retainer plus time-based restricted stock (one-year vest). No options or PSUs disclosed for directors . |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policies (including equity swaps, collars, exchange funds, and pledging as collateral) . |
| Clawback/Recovery | Company maintains SEC/Nasdaq-compliant compensation recovery policy for Section 16 officers; not specific to directors . |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Morgan Stanley | Ongoing advisory director role could create informational overlaps with a large financial institution; no specific related-party transactions with Morgan Stanley disclosed in proxy . |
| Investor AB | Prior board service at diversified investment firm; no current interlock disclosed . |
| Controlled Stockholder (HLA Investments, LLC) | HLAI is owned by an affiliate of Mr. Rogers, family trusts of Mr. Sexton and others; HLAI controls ~51% voting power and directs a voting group with ~75% aggregate voting power . |
Expertise & Qualifications
- Capital markets and M&A advisory: Managing Director at Morgan Stanley leading complex transactions (mergers, acquisitions, recapitalizations, restructurings) .
- Academic finance: Princeton visiting lecturer (2000–2020) and Columbia adjunct professor (1995–2010) .
- Audit committee financial expert designation (Reg S-K Item 407(d)(5)) .
- Prior public board experience (Morgan Stanley, Investor AB) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Notes |
|---|---|---|---|
| O. Griffith Sexton | 20,935 (beneficial) | — | <1% of Class A; restricted stock outstanding: 1,337 shares . |
| HLA Investments, LLC (Controlling) | 8,448,912 Class B (~69% of Class B; ~51% total voting power) | 8,448,912 | Owned by affiliate of Mr. Rogers, family trusts of Mr. Sexton, Mr. Giannini, and others; voting group directs ~75% aggregate voting power . |
Note: Company policies prohibit hedging and pledging of company stock by directors .
Governance Assessment
- Committee roles and independence: Sexton is independent and serves on both Audit and Compensation Committees; Audit Committee composition meets Rule 10A-3 independence and “financial expert” standards, strengthening financial oversight .
- Attendance risk: Below 75% board/committee attendance in fiscal 2025 due to medical reasons; while explained, it represents a governance signal to monitor if prolonged .
- Controlled company dynamics: HLAI’s control of voting power (and directed voting group) reduces minority influence; Sexton’s family trusts’ ownership interest in HLAI introduces potential perceived conflicts, especially given his Compensation Committee membership and audit committee’s related-party oversight mandate .
- Director pay alignment: Sexton elected equity (restricted stock) rather than cash, supporting alignment; director equity vests in one year, without performance conditions; compensation appears within normal ranges and below program cap .
- Risk mitigants: Prohibitions on hedging/pledging, presence of a compensation recovery policy, and audit committee oversight of related-party transactions help mitigate governance risks .
- Shareholder feedback: Say-on-pay support at 94.9% in 2024 indicates broad approval of compensation practices for executives; while not director-specific, it reflects overall investor confidence in compensation governance .
RED FLAGS
- Attendance: <75% attendance in fiscal 2025 due to medical reasons; merits monitoring for continuity of oversight .
- Related-party exposure: Ownership interests in HLAI via family trusts; combined with controlled company status and Compensation Committee composition including executives, this can raise perceived alignment and independence concerns in sensitive decisions .
Additional Observations
- Independent compensation consultant (Semler Brossy) advised committee; independence assessed with no conflicts .
- Board holds independent director sessions; supports robust oversight culture .
- No director-specific performance pay elements; retainer structure is straightforward and capped .
Citations:
**[1433642_0001433642-25-000062_hlne-20250724.htm:11]** Director ages/class structure; **[1433642_0001433642-25-000062_hlne-20250724.htm:13]** Sexton bio & roles; **[1433642_0001433642-25-000062_hlne-20250724.htm:18]** Independence determination & controlled company exemptions; **[1433642_0001433642-25-000062_hlne-20250724.htm:21]** Meetings, attendance; **[1433642_0001433642-25-000062_hlne-20250724.htm:22]** Audit committee composition & financial expert; **[1433642_0001433642-25-000062_hlne-20250724.htm:12]** Compensation Chair; **[1433642_0001433642-25-000062_hlne-20250724.htm:23]** Compensation committee composition & responsibilities; **[1433642_0001433642-25-000062_hlne-20250724.htm:25]** Director compensation program & Sexton FY2025; **[1433642_0001433642-25-000062_hlne-20250724.htm:20]** Related-party transaction policy; **[1433642_0001433642-25-000062_hlne-20250724.htm:24]** Hedging/pledging and clawback policies; **[1433642_0001433642-25-000062_hlne-20250724.htm:26]** Ownership table; **[1433642_0001433642-25-000062_hlne-20250724.htm:8]** Voting power of HLAI; **[1433642_0001433642-25-000062_hlne-20250724.htm:27]** HLAI ownership details; **[1433642_0001433642-25-000062_hlne-20250724.htm:35]** Say-on-pay results & consultant independence.