Ken Moelis
Moelis &About Ken Moelis
Founder, Chairman and CEO of Moelis & Company; age 66; Wharton B.S. in Economics and MBA. 2024 firm performance: adjusted revenues rose 40% year-over-year to $1.2 billion, adjusted pre-tax income reached $197 million, adjusted net income was $150 million, and 1-year TSR was 37%; dividends declared were $2.45 per share, including an 8% increase to $0.65 per quarter . He leads a combined Chair/CEO structure with a Lead Independent Director framework and controls Class B voting power under a dual-class structure designed to reinforce long-term alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UBS Investment Bank | President | — | Led major investment banking franchise; executive leadership across markets |
| Donaldson, Lufkin & Jenrette (DLJ) | Head of Corporate Finance | — | Built and grew corporate finance capabilities |
| Drexel Burnham Lambert | Investment Banker | — | Early career foundation in advisory and capital markets |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wharton School (Univ. of Pennsylvania) | Board of Overseers (member) | — | Higher-education governance; talent pipeline and thought leadership |
| Ronald Reagan UCLA Medical Center | Board of Advisors | — | Healthcare governance; network and strategic insights |
| Business Council; Business Roundtable; WSJ CEO Council | Member | — | Policy engagement and executive network reach |
| Tourette Association of America | Former Board Chair and Director | — | Non-profit leadership and stakeholder alignment |
| University of Pennsylvania | Board of Trustees | 10 years | University governance and philanthropy |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 400,000 | 400,000 |
| Cash Bonus ($) | 30,000 | 30,500 | 50,000 |
| Stock Awards ($) | 18,784,112 | 7,438,446 | 7,160,263 |
| All Other Compensation ($) | 9,150 | 9,900 | 10,745 |
| Total ($) | 19,223,262 | 7,878,846 | 7,621,008 |
Performance Compensation
- CEO 2024 awarded compensation totaled $16.0 million: $400,000 base paid in 2024 plus $15.55 million of Deferred Units granted in February 2025; ~100% of incentive compensation delivered in deferred equity to promote long-term value creation .
| Award | Grant Date | Awarded Value ($) | Vesting / Delivery | Triggers/Notes |
|---|---|---|---|---|
| Annual Deferred LP Units (2024 cycle) | Feb 13, 2025 | 12,528,025 (198,291 units) | Eligible for delivery: 40% in Feb 2027; 20% each in Feb 2028, 2029, 2030; vested at grant; subject to transfer and non-compete forfeiture | Non-compete applies until delivered; retirement-eligible mechanics apply |
| CEO Retention Award (profits interest units) | Feb 10, 2025 | 25,000,000 | 100% vests Feb 13, 2029; sale prohibited until 12 months post-vesting (Feb 13, 2030) | One-time award to promote leadership continuity |
Annual incentive framework (no hard weights/targets; committee discretion):
| Metric Considered | Weighting | Target | Actual | Payout Basis | Notes |
|---|---|---|---|---|---|
| Adjusted Revenues | Discretionary | — | $1.2B (40% YoY) | Qualitative and quantitative review | Multi-year and YoY context vs peers |
| Operating Margin | Discretionary | — | Improved operating leverage | Committee judgment | Considered with profitability |
| Adjusted Net Income | Discretionary | — | $150M | Committee judgment | Multi-year lens |
| TSR | Discretionary | — | 37% 1-yr TSR | Committee judgment | Compared to peers and indices |
Performance Units (awarded in 2023 for 2022 performance) terms:
| Threshold (Dividend-Adjusted 20-day VWAP) | Earned Units | Time-Based Vesting | Change-in-Control Treatment |
|---|---|---|---|
| $61.11 (orig $68.00) | 50% of target becomes Earned Units | Target units vest in equal tranches on Feb 16, 2026, 2027, 2028; any >100% Earned Units vest on End Date (Feb 16, 2028) | Time-based condition deemed achieved; Earned Units determined by transaction price; remaining forfeited |
| $81.78 (orig $91.00) | 100% of target becomes Earned Units | See above | See above |
| $102.45 (orig $114.00) | 150% of target becomes Earned Units | Excess Earned Units vest on End Date | See above |
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Class A shares beneficially owned | 209,237 (0.3% of Class A) |
| Class B shares (10:1 voting) | 4,324,418; 37.0% combined voting power |
| Director/Officer group Class A ownership | 703,221 (excluding LP Units/RSUs), with Class B controlled via Partner Holdings |
| NEO ownership guidelines | Each NEO >5x base salary in equity; hedging prohibited |
| Pledging policy | NEOs prohibited from pledging or margining Moelis stock; insider trading policy governs |
Outstanding equity awards (unvested and performance-contingent) as of Dec 31, 2024:
| Instrument | Unvested Units (#) | Market Value ($) | Key Vesting Dates |
|---|---|---|---|
| RSUs/Restricted LP Units | 356,945 | 26,371,065 (at $73.88) | Feb 23 of 2025–2027 per award cohorts |
| Performance Units (max potential) | 39,721 | 2,934,605 (at $73.88; max) | Earned based on VWAP; vest per schedule culminating Feb 16, 2028 |
Alternative view including Deferred LP Units (vested at grant but delivery-restricted):
| Instrument | Units (incl. Deferred) | Market Value ($) |
|---|---|---|
| LP Units/RSUs (incl. Deferred) | 758,129 | 56,010,539 (at $73.88) |
Stock vested in 2024 (potential supply indicator):
| Measure | Units | Value ($) |
|---|---|---|
| Shares acquired on vesting in 2024 | 284,780 | 14,979,425 |
Vesting/delivery schedules (selected CEO tranches):
- Deferred LP Units (2024 performance awarded Feb 2025): deliver 40% Feb 2027; 20% each Feb 2028, 2029, 2030; non-compete applies until delivered .
- Restricted LP Units (2021 cohort): vest 2025–2027 (equal tranches) .
- Restricted LP Units (2022 cohort): vest 2025–2027 (equal tranches) .
- RSUs (2019 performance): 100% vest Feb 23, 2025 .
- Performance Units (2022 performance): Earned by price hurdles; vest per schedule through Feb 16, 2028 .
Employment Terms
| Provision | Terms |
|---|---|
| Severance | No severance or golden parachutes; only continued/accelerated vesting of certain equity in specified scenarios |
| Change-of-Control (time-based awards) | Double-trigger acceleration: CI plus termination without Cause or for Good Reason within 12 months |
| Change-of-Control (Performance Units) | Time-based condition deemed satisfied at CI; Earned Units based on transaction price; remainder forfeited (single-trigger as to time condition) |
| Clawback | Compliant with SEC/NYSE rules for recovery of erroneously awarded compensation upon restatement |
| Non-compete | Applies to Deferred LP Units until delivered; violation forfeits undelivered portion; 3-year non-compete for Three-Year Deferred LP Units (2021 awards) |
| Anti-hedging/pledging | Hedging prohibited; pledging/margining Moelis stock prohibited for NEOs |
| Retirement eligibility | Age ≥56, ≥5 consecutive years, and age+service ≥65; equity continues vesting per schedules (subject to conduct conditions) |
Potential payments (equity value as of Dec 31, 2024):
| Scenario | Value ($) |
|---|---|
| Termination without cause (continuation of vesting) | 29,305,670 |
| Retirement (continuation of vesting) | 15,899,198 |
| Disability (continuation of vesting) | 29,305,670 |
| Death (acceleration) | 29,305,670 |
| Change in Control Event (double-trigger acceleration) | 29,305,670 |
Board Governance
- Board service: Founder, Chairman & CEO; combined Chair/CEO; Lead Independent Director (Kenneth L. Shropshire) presides in executive sessions and chairs Audit; independent committees across Audit, Compensation, and Nominating .
- Dual-role and independence: Majority independent board; combined Chair/CEO mitigated by Lead Independent Director; committees fully independent; directors elected annually; majority vote standard in uncontested elections .
- Dual-class/voting control: Mr. Moelis controls Class B shares (10 votes per share) subject to Class B Condition requiring ~4.46M equivalent Class A shares; only he can hold 10-vote Class B; reinforces alignment and stability .
- Nomination rights: Stockholders Agreement with Partner Holdings (controlled by Mr. Moelis) provides nomination/control rights while Class B Condition is met; company meets NYSE independence requirements with independent majority .
- Meetings/attendance: 2024—Board 6 meetings; Audit 5; Compensation 8; Nominating 8; each director attended ≥75% of meetings; independent directors meet regularly (with CEO and without management) .
- Director pay (contextual; CEO receives no director pay): Non-employee directors receive $200,000 annually (mix of RSUs/cash), plus $20,000 for committee chairs/Lead Independent Director; RSUs generally vest upon grant and settle 2 years later . Employees (incl. Mr. Moelis) receive no additional director compensation .
Compensation Committee Analysis
- Committee composition and leadership: Compensation Committee comprised entirely of independent directors; Chair: Laila Worrell .
- Independent consultant: Willis Towers Watson retained; attends meetings (including without management), no conflicts of interest .
- Peer group and benchmarking: Evercore, Houlihan Lokey, Lazard, Perella Weinberg, PJT Partners; performance considered vs peers multi-year; 1-year TSR 37% vs peer average 56%; long-term returns since IPO 525% cited; no specific relative targets set .
- Say-on-Pay: 2024 approval ~93% of votes cast; extensive shareholder engagement (86% of unaffiliated Class A outstanding) with positive feedback; program largely unchanged .
Related Party Transactions
- Aircraft lease: Company leases aircraft from Moelis & Company Manager LLC (managed by Mr. Moelis); ~$0.5 million in 2024 lease costs; month-to-month extension; lessees bear operating/maintenance costs; indemnities apply .
- Trademark license: License to Mr. Moelis’ progeny to use “Moelis” trademarks for certain purposes .
- Stockholders Agreement control rights: Partner Holdings (controlled by Mr. Moelis) retains approval rights over significant corporate actions while Class B Condition is met .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Adjusted Revenues ($MM) | 860.1 | 1,201.5 |
| Adjusted Pre-tax Income ($MM) | (17.233) loss (context) | 197 |
| Adjusted Net Income ($MM) | (14.951) loss (context) | 150 |
| 1-Year TSR (%) | — | 37 |
| Dividends per share ($) | — | 2.45; quarterly increased to $0.65 |
Equity Ownership & Alignment Details
| Item | Policy/Status |
|---|---|
| Stock options | Not granted; no repricing policy needed |
| Hedging | Prohibited for NEOs/employees |
| Pledging/margin | Prohibited; insider trading policy filed with 10-K exhibits |
| Ownership guideline (NEOs) | >5x base salary met by all NEOs |
Investment Implications
- Alignment: Heavy equity-based pay with long multi-year vesting/delivery and non-compete restrictions, plus a $25M 2029 retention award, signal strong retention incentives and long-term alignment; clawback, anti-hedging/pledging further align interests .
- Supply/Unlocks: Material delivery windows for Deferred LP Units (2027–2030) and vesting tranches (2025–2028) create potential selling overhangs around scheduled delivery/vesting dates; recent 2024 vesting volume of 284,780 shares underlines recurring supply events .
- Control/governance: Combined Chair/CEO and dual-class voting structure with Stockholders Agreement rights concentrate control, potentially reducing governance flexibility, though independent majority and active Lead Independent Director mitigate oversight concerns .
- Pay-for-performance: Discretionary framework anchored in adjusted revenues, profitability and TSR—with no guaranteed incentives, no severance, and strong say-on-pay support (~93%)—suggests investor-friendly discipline; the one-time retention award introduces programmatic risk if repeated but is currently singular .
- Trading signals: Watch scheduled vesting/delivery dates (Feb 23 cycles and Feb 2027–2030 delivery), say-on-pay outcomes, and any changes to Partner Holdings’ rights or Class B Condition; related-party aircraft costs are modest ($0.5M) but notable for governance screens .