Ken Shropshire
Moelis &About Kenneth L. Shropshire
Kenneth L. Shropshire, age 70, has served on the Moelis & Company Board since July 2014 and as Lead Independent Director since March 2022; he is Chairperson of the Audit Committee and serves on the Compensation and Nominating & Corporate Governance Committees . He holds an A.B. in Economics from Stanford University and a J.D. from Columbia Law School; his background spans sports business, law, negotiation, and dispute resolution, including academic leadership at Wharton and Arizona State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wharton School, University of Pennsylvania | David W. Hauck Professor Emeritus; Former Faculty Director, Wharton Sports Business Initiative | Faculty since 1986; Faculty Director tenure not dated in proxy | Chaired Legal Studies & Business Ethics (2000–2005); expertise in business law/ethics |
| Arizona State University | Adidas Distinguished Professor of Global Sport; CEO, Global Sport Institute | 2017–2022 | Led Global Sport Institute; executive academic leadership |
| 1984 Los Angeles Olympic Games | Organizing Committee Executive | 1984 | Major-event operations and stakeholder coordination |
| Sports Lawyers Association | Former President | Not dated | Leadership in sports law community |
| ABA Forum Committee, Sports Law Section | Program Chair | Not dated | Program leadership |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Peace Players International | Director | Prior | Non-profit board service |
| Valley Green Bank (Philadelphia) | Director | Prior | Community banking board experience |
| Women’s Sports Foundation | Trustee | Prior | Non-profit governance |
No current public company directorships besides MC disclosed; no interlocks with competitors, suppliers, or customers identified in the proxy .
Board Governance
- Roles: Lead Independent Director (since Mar-2022), Audit Committee Chair; member of Compensation and Nominating & Corporate Governance Committees .
- Independence: Board determined Shropshire is independent under NYSE and Rule 10A-3; designated Audit Committee financial expert (with Worrell) .
- Attendance: In 2024, Board met 6 times; Audit 5; Compensation 8; Nominating 8; each director attended at least 75% of applicable meetings .
- Lead Independent Director Duties: Presides over executive sessions, can call sessions, co-sets agendas and schedules with Chair, oversees information quality to Board, coordinates board/committee self-evaluations, participates in CEO succession agenda, available for stockholder consultation, increases role in crisis oversight .
- Shareholder engagement: The Company engaged with unaffiliated shareholders representing ~86% of outstanding Class A shares in 2024 .
Fixed Compensation
- Structure (effective Mar-1-2023): Annual $200,000 for non-employee directors comprised of $100,000 RSUs plus $100,000 elective cash/RSUs; Chair of each Board committee and Lead Independent Director receive an additional $20,000 ($5,000 RSUs + $15,000 elective cash/RSUs). Cash is paid quarterly in arrears. Annual RSU grants vest upon grant and settle after two years; elected RSUs vest 25% quarterly over one year beginning July 1 and settle within 60 days post-vest .
| Component | Amount | Form | Vesting/Settlement |
|---|---|---|---|
| Annual Director Compensation | $200,000 | $100,000 RSUs + $100,000 elective cash/RSUs | RSU grants vest upon grant; settle after 2 years; elected RSUs vest 25% quarterly over 1 year; settle within 60 days |
| Lead Independent Director Fee | $20,000 | $5,000 RSUs + $15,000 elective cash/RSUs | Same schedules as above |
| Committee Chair Fee | $20,000 | $5,000 RSUs + $15,000 elective cash/RSUs | Same schedules as above |
- 2024 Actual (Ken Shropshire):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kenneth L. Shropshire | 117,000 | 129,651 | 246,651 |
Performance Compensation
- Instruments: RSUs; the Company does not grant stock options or similar option-like instruments currently .
- Vesting: Annual RSU grants vest upon grant and are settled after two years; any elected RSUs vest 25% quarterly over one year beginning July 1 and settle within 60 days post-vest .
- Performance metrics: No director-specific performance targets (e.g., revenue growth, TSR, ESG) are disclosed for director equity; awards are time-vested RSUs .
| Metric/Term | Detail |
|---|---|
| Equity Instrument | RSUs (no options) |
| Annual RSU Grant Vesting | Vests upon grant; settled after 2 years |
| Elected RSU Vesting | 25% quarterly over 1 year from July 1; settled within 60 days post-vest |
| Performance Conditions | None disclosed for director RSUs |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee Interlocks | None involving MC executive officers during last fiscal year |
| Public Company Boards (current) | None disclosed besides MC |
| Non-Profit/Academic Boards | Peace Players International (prior), Women’s Sports Foundation (trustee, prior); academic appointments at Wharton and ASU |
Expertise & Qualifications
- Skills matrix indicates Shropshire brings Finance/Accounting/Auditing, Financial Services (non-IB), Media/Branding/Marketing, Corporate Responsibility, Law/Public Policy/Regulatory, and Additional Board Experience to MC’s Board .
- Audit Committee financial expert under SEC rules .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % Combined Voting Power |
|---|---|---|---|---|
| Kenneth L. Shropshire | 6,940 | 0.0%* | 0 | 0.0% |
- RSU Holdings (as of Dec-31-2024): 183 unvested RSUs; 4,666 vested RSUs .
- Ownership alignment signal: Non-employee directors serving multiple years own equity representing >2.5x annual retainer fee (Board highlight), demonstrating alignment; not framed as a formal guideline in the proxy .
Governance Assessment
- Strengths: Long-tenured independent director with legal and ethics expertise; Lead Independent role with robust authorities (agenda-setting, executive sessions, crisis oversight); Audit Chair and SEC-defined financial expert; strong committee independence and functioning; engagement with shareholders (~86% Class A engaged in 2024) .
- Compensation/Alignment: Director pay blends cash and RSUs with deferral/settlement features; actual 2024 mix shows meaningful equity; RSU holdings indicate ongoing alignment; no options/grants that create repricing risks .
- Conflicts/Related Parties: Audit Committee reviews and pre-approves related person transactions; no related-party transactions or interlocks involving Shropshire disclosed; compensation consultant (WTW) is independent with no conflicts .
- Attendance/Engagement: Meets ≥75% attendance threshold; committee workload is robust (Audit 5; Compensation 8; Nominating 8 in 2024) .
- Policies: Insider trading policy applies to directors; explicit hedging/pledging prohibitions are disclosed for NEOs/employees (director-specific prohibitions not explicitly stated)—a watch item to monitor policy scope for directors .
RED FLAGS: None disclosed specific to Shropshire. Watch items include combined Chair/CEO structure (mitigated by active Lead Independent Director role) and absence of explicit director hedging/pledging prohibition language in the proxy (policy applies to directors generally but hedging ban is described for NEOs/employees) .