Thorold Barker
Moelis &About Thorold Barker
Thorold Barker was appointed as an independent director of Moelis & Company effective July 1, 2025, with the Board determining he meets NYSE independence standards and Rule 10A‑3 criteria; he was elected to each of the Board’s committees upon joining, and entered into the Company’s standard indemnification agreement . Barker brings over 30 years of experience in journalism, finance and geopolitics, having most recently served 10 years as The Wall Street Journal’s Editor for Europe, Middle East and Africa; earlier he edited Heard on the Street (joined WSJ in 2008), was U.S. Editor of the Lex column and a reporter at the Financial Times, and began his career as a strategy consultant at Bain & Company; he holds a degree in Modern Languages from Trinity College, Cambridge .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| The Wall Street Journal | Editor for Europe, Middle East and Africa | Most recently; 10 years | Led coverage across EMEA through crises (debt crisis, Brexit, COVID‑19, Russia‑Ukraine) |
| The Wall Street Journal | Editor, Heard on the Street | Joined WSJ in 2008 | Oversaw flagship finance commentary and analysis |
| Financial Times | U.S. Editor, Lex Column; Reporter | Not disclosed | Led FT’s Lex commentary in U.S. markets |
| Bain & Company | Strategy Consultant | Early career | Strategy and analytical grounding |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| AlixPartners | Senior Adviser | Current | External advisory; not a Company affiliate; Board deemed Barker independent |
| University of Oxford | Visiting Fellow | Current | Academic engagement |
| TIGER 21 | Board Member | Current | Peer learning network board service |
Board Governance
- Independence and committee assignments: The Board determined Barker is independent under NYSE rules and Rule 10A‑3, and elected him to the Audit, Compensation, and Nominating & Corporate Governance Committees upon appointment .
- Committee structure and chairs (context from latest proxy): All Board committees are composed entirely of independent directors; Audit Committee members were Mirrer, Shropshire (Chair; also Lead Independent Director), and Worrell; Compensation Committee members were Mirrer, Shropshire, and Worrell (Chair); Nominating & Corporate Governance Committee members were Mirrer (Chair), Shropshire, and Worrell .
- Board independence and leadership: The Company has a majority‑independent Board, with a combined Chair/CEO and an empowered Lead Independent Director role (held by Kenneth L. Shropshire) .
- Attendance/engagement: Directors are expected to attend annual meetings; in 2024 all directors attended the annual meeting and each director attended at least 75% of Board/committee meetings; Barker joined in July 2025 so his attendance record will be disclosed in the next proxy .
- Shareholder engagement: In 2024, the Company engaged with unaffiliated shareholders representing ~86% of outstanding Class A shares, discussing compensation and governance topics .
Fixed Compensation
| Component | Amount/Structure | Vesting/Settlement | Notes |
|---|---|---|---|
| Annual director compensation | $200,000 total | See RSU details | Comprises $100,000 in RSUs and $100,000 in cash, RSUs, or combination at director’s election |
| RSU Grants (annual) | $100,000 | Vest upon grant; settle after 2 years | Standard annual RSUs vest upon grant and settle following the second anniversary of grant |
| Elected RSUs in lieu of cash | Up to $100,000 (director’s choice) | Vest 25% quarterly over one year beginning July 1; settle within 60 days after vest | Alternative to cash |
| Chair/Lead Independent fees | $20,000 per role | Same as above split | Paid as $15,000 (cash/RSUs at election) + $5,000 RSUs; applies to each committee chair and Lead Independent Director |
| Barker initial settlement nuance | Initial RSU grant settlement timing | No later than 60 days from July 1, 2026 | Applies to Barker’s initial grant; then follows standard cycle thereafter |
| Meeting fees | Not disclosed | — | Company reimburses meeting expenses; no separate meeting fee policy disclosed |
Performance Compensation
| Performance-Based Component | Presence in Director Pay | Detail |
|---|---|---|
| Performance metrics (TSR/financial/ESG) | Not used for directors | Director compensation is retainers and RSUs; no performance metrics disclosed in the Director Compensation section |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| TIGER 21 | Private | Board Member | No Company‑identified related party exposure disclosed in appointment materials |
| AlixPartners | Private | Senior Adviser | Any related‑party transactions require Audit Committee pre‑approval per policy; none disclosed regarding Barker |
| University of Oxford | Academic | Visiting Fellow | No Company‑identified related party exposure disclosed |
- No other public company directorships were identified in the Company’s July 1, 2025 8‑K and press release announcing Barker’s appointment .
Expertise & Qualifications
- Global governance and geopolitical acumen from leading WSJ’s EMEA coverage through major macro events; deep financial markets literacy from editing Heard on the Street and FT Lex .
- Strategic and analytical grounding from Bain & Company; broad network across media, policy, and business communities; academic engagement at Oxford .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at last proxy record date | Not disclosed; Barker joined after April 9, 2025 and thus is not included in the beneficial ownership table as of that date . |
| Director stock ownership guideline/practice | Company highlights that non‑employee directors who have served multiple years own equity representing >2.5x annual retainer (practice signal of alignment) . |
| Insider trading / hedging / pledging | Code of business conduct and ethics applies to directors; insider trading policy covers all personnel including directors; the proxy explicitly prohibits hedging and pledging for NEOs/employees; Company policy framework applies to directors via code/policy . |
Governance Assessment
- Positives for board effectiveness and investor confidence:
- Independent director with complementary skills; immediately seated on all three standing committees, enhancing independent oversight capacity .
- Board and committees comprised entirely of independent directors (ex‑management directors on Board), with defined Lead Independent Director responsibilities; robust committee charters and annual self‑assessments .
- Strong shareholder engagement (86% of unaffiliated Class A); recent say‑on‑pay support of ~93% suggests broad investor alignment on pay governance .
- Structural risk factors/red flags to monitor:
- Dual‑class structure concentrates voting control via Class B shares and associated rights; Partner Holdings (controlled by the CEO/Chair) retains significant approval rights over major corporate actions under the Stockholders Agreement, which can diminish minority shareholder influence .
- Related‑party exposure exists at the Company level (e.g., aircraft dry lease with Manager owned by the CEO; ~$0.5 million incurred in 2024), though such transactions are governed by policies and Audit Committee oversight; no Barker‑specific related party transactions are disclosed .
- Net view: Barker’s addition strengthens independent oversight and brings differentiated geopolitical and markets insight; structural control features persist and remain a governance consideration for investors .
Board Governance (Committee Detail Snapshot)
| Committee | Barker Role | Current Chair (per latest proxy) | Notes |
|---|---|---|---|
| Audit | Member (effective 7/1/2025) | Kenneth L. Shropshire | Committee composed entirely of independent directors; Rule 10A‑3 independence required . |
| Compensation | Member (effective 7/1/2025) | Laila J. Worrell | Uses independent consultant; charter enables subcommittees . |
| Nominating & Corporate Governance | Member (effective 7/1/2025) | Louise Mirrer | Oversees director nominations and Board/committee self‑assessments . |
Fixed Compensation (Director Fee Mix Summary)
| Pay Element | Amount | Vehicle | Vest/Settle |
|---|---|---|---|
| Annual Retainer | $200,000 | $100k RSUs + $100k cash/RSUs at election | RSUs vest upon grant; settle after 2 years; elected RSUs vest 25% quarterly over one year starting July 1 . |
| Chair/Lead Increment | $20,000 per role | $15k cash/RSUs + $5k RSUs | Same vest/settlement rules as above . |
| Barker initial RSU settlement timing | — | Initial RSU | Settlement no later than 60 days from July 1, 2026 (then follows standard cadence) . |
Performance Compensation (Director)
| Metric/Condition | Used in Director Compensation? | Source |
|---|---|---|
| Financial/TSR/ESG performance conditions | No performance‑based components disclosed; director pay is retainer and RSUs | Director Compensation section |
Say‑on‑Pay & Shareholder Feedback (Context)
| Item | Detail |
|---|---|
| 2024 say‑on‑pay support | ~93% of votes cast supported NEO compensation . |
| 2024 shareholder engagement | Engaged ~86% of unaffiliated Class A holders on compensation, governance and performance topics . |
Related Party Transactions & Policies (Context)
- Audit Committee responsibilities include pre‑approval and oversight of related‑person transactions; policies and procedures for related‑person transactions are maintained by the Company .
- No Barker‑specific related‑party transactions were disclosed in his appointment filings .
Expertise & Qualifications (Summary)
- Core strengths: global macro/governance insight, financial markets analysis, stakeholder communications, and strategic judgment; network across business, media, and policy .
- Education: Modern Languages, Trinity College, Cambridge; adds international perspective .
Employment & Contracts (Director)
- Non‑employee director; eligible for standard director compensation and indemnification agreement in the form filed with the Company’s IPO documents .
Signals to Monitor
- 2026 proxy for Barker’s attendance, equity holdings disclosure, and any committee chair or role changes following integration onto all three committees .
- Any advisory or external roles that could intersect with Company clients/engagements; Audit Committee pre‑approval would govern any related‑person matters .