R. Vann Graves
Hamilton LaneAbout R. Vann Graves
R. Vann Graves, 56, is an independent Class II director of Hamilton Lane (HLNE), serving since March 2021. He is Executive Director of the VCU Brandcenter and a U.S. Army veteran, with deep creative leadership experience across major agencies. He holds a B.B.A. (Howard), M.S. (Pratt), A.L.M. (Harvard), and Ed.D. (University of Pennsylvania) . The board has affirmatively determined him to be independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VCU Brandcenter | Executive Director | 2018–present | Leads master’s program in advertising/branding; collaboration and innovation emphasis |
| J. Walter Thompson (Atlanta) | Chief Creative Officer | 2015–2018 | Led creative for global brands |
| McCann New York | EVP, Global Executive Creative Director; Group Creative Director | 2009–2015 | Global brand work (Coca-Cola, MasterCard, Visa, etc.) |
| Uniworld Group (NY) | Chief Creative Officer | 2007–2009 | Multicultural marketing leadership |
| BBDO New York | VP, Creative Director | 1993–2007 | Creative leadership across marquee accounts |
| FL+G (Denver) | Co-Founder | Not disclosed | Full-service branding agency co-founder |
| U.S. Army | Public Affairs Officer | Not disclosed | Veteran; communications leadership |
External Roles
| Organization | Type | Role |
|---|---|---|
| 600 & Rising | Non-profit | Board member |
| 4A’s Foundation | Non-profit | Board member |
| Virginia Public Media | Non-profit | Board member |
| The 3% Movement | Non-profit | Board member |
| Ad Council – Creative Review Committee | Industry body | Committee member |
| One Club for Creativity – AdVersity Board | Industry body | Board member |
Board Governance
- Classification and tenure: Class II director (term expires at the 2027 annual meeting); joined board March 2021 .
- Independence: Board determined Graves is independent under Nasdaq rules .
- Committee assignments: Not listed on Audit (Varon, Berkman, Sexton; Varon Chair) or Compensation (Rogers Chair; Giannini, Berkman, Sexton, Varon) .
- Attendance: Board held nine meetings in fiscal 2025; each director attended ≥75% except Sexton and Giannini (Sexton medical reasons). Graves met ≥75% threshold; in fiscal 2024, each director attended ≥75% except Delgado‑Moreira .
- Governance context: HLNE is a “controlled company”; compensation committee includes executives (Rogers, Giannini), exempt from Nasdaq requirement for a committee comprised solely of independent directors .
- Independent director sessions: Board holds separate meetings for independent directors without management present .
Fixed Compensation
Director compensation policy: Non‑employee directors receive a $200,000 annual retainer (cash or time‑based restricted stock or mix, at director’s election); Audit Committee Chair receives an additional $35,000 cash retainer; restricted stock vests one year from grant .
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $134,375 | $154,167 |
| Stock Awards ($) | $53,318 | $0 |
| Total ($) | $187,693 | $154,167 |
| Restricted Stock Outstanding at FY-end (#) | 1,092 | 0 |
Notes:
- Service period is September–September; fiscal years end March 31, so cash/stock reflect partial service periods .
Performance Compensation
- No performance-based director compensation disclosed; director equity grants are time-based restricted stock that vests after one year .
| Performance-Based Component | FY 2024 | FY 2025 |
|---|---|---|
| Performance-linked director equity awards | None disclosed | None disclosed |
Other Directorships & Interlocks
- No current public company directorships disclosed for Graves; external roles are non-profit/industry bodies (see External Roles) .
- Controlled company context: HLA Investments, LLC (HLAI) controls ~51% of voting power as of the 2025 record date; director nominations are identified by HLAI .
Expertise & Qualifications
- Deep creative/branding leadership across top agencies; experience with global brands (Coca‑Cola, MasterCard, U.S. Army, GE, M&M’s, Snickers, Visa) .
- Academic leadership at VCU Brandcenter; industry and non-profit board service; Fulbright Scholar .
- Education: B.B.A. Howard; M.S. Pratt; A.L.M. Harvard; Ed.D University of Pennsylvania .
- Demographic background: African American or Black, contributing to board diversity .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Class A Shares Beneficially Owned (number) | 256 | 1,348 |
| Class B Shares Beneficially Owned (number) | — | — |
| Ownership as % of shares outstanding | <1% | <1% |
Additional alignment controls:
- Hedging and pledging of HLNE securities are prohibited for directors (no collars, swaps, exchange funds; no pledging) .
Governance Assessment
- Positive signals:
- Independent director with ≥75% meeting participation; enhances board oversight .
- No director performance pay; director equity vests time‑based, limiting pay complexity risk .
- Firm-wide clawback policy compliant with SEC/Nasdaq (Rule 10D‑1) ; hedging/pledging prohibitions reduce misalignment risk .
- Strong say‑on‑pay support (94.9% in 2024), indicating investor confidence in overall compensation governance .
- Watch items / potential red flags:
- Controlled company structure; compensation committee includes executives (Rogers, Giannini), reducing independence of pay oversight .
- Graves does not serve on key committees (Audit, Compensation), limiting direct influence on financial reporting and pay governance .
- Low personal share ownership (<1%) relative to role; while typical for outside directors, investors may prefer higher ownership for stronger alignment .
Overall: Graves brings valuable brand/communications expertise and independent oversight, with clean alignment practices (no hedging/pledging). Governance risks stem from HLNE’s controlled company status and committee composition, not from Graves-specific conflicts in the filings reviewed .