HAMILTON LANE INC CLASS A (HLNE)
Sector: Financials
2026 Annual Meeting Analysis
HAMILTON LANE INC CLASS A · Meeting: September 10, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class I Directors
Berkman has served since May 2017, has relevant private equity and governance experience, meets independence standards, serves on audit and compensation committees with appropriate financial expertise, attended at least 75% of meetings, and HLNE's 3-year price return of -1.8% (low positive, 0-20% band) would require underperformance of the peer group by 35pp or more to trigger a No vote — the proxy discloses the Dow Jones U.S. Asset Managers Index as the peer benchmark, and while HLNE underperformed that index, the disclosed TSR data shows HLNE at $117 vs. peer $128 over the five-year window, a gap well below the 35pp threshold needed to trigger a No vote.
Delgado-Moreira joined the board in January 2024, which is within 24 months of the meeting date of September 10, 2026, making him exempt from the TSR underperformance trigger under the policy's new-director exemption; he brings relevant private markets expertise as Co-CEO.
Sexton has served since 2017, brings extensive investment banking and finance expertise, serves on audit and compensation committees with appropriate financial credentials, attended at least 75% of meetings, and the 3-year TSR gap between HLNE and the Dow Jones U.S. Asset Managers Index peer benchmark does not reach the 35pp threshold required to trigger a No vote given HLNE's low-positive absolute 3-year return.
All three Class I director nominees pass the policy screens — Delgado-Moreira is exempt from the TSR trigger as a director who joined within the past 24 months, and Berkman and Sexton do not trigger the TSR underperformance threshold given that HLNE's absolute 3-year return is in the low-positive band (0-20%), which requires a 35pp gap to the peer benchmark to fire a No vote, a threshold not met based on the Pay Versus Performance table data showing HLNE at $117 vs. peer $128 over the comparable period.
Say on Pay
✗ AGAINSTCEO
Erik R. Hirsch
Total Comp
$80,221,476
Prior Support
76.2%%
The CEO compensation reported in our database is $80,221,476, almost entirely driven by a single large stock award of approximately $75.9 million granted in fiscal 2025 — a single large award reported all at once that covers future years — which is dramatically above benchmark for a Co-CEO at a $4.5B financial services company. HLNE's stock has declined roughly 47% over the past year and returned only -1.8% over three years, while this outsized equity grant was awarded, creating a significant pay-for-performance misalignment where above-benchmark incentive compensation was granted while shareholders experienced meaningful losses. Although the prior Say on Pay vote received 76.2% support (above the 70% threshold that would require a mandatory No) and fiscal 2026 reported compensation is much lower at $3.46 million, the overall compensation structure — including the massive front-loaded grant and a fully discretionary bonus program with no disclosed numeric performance targets — raises serious concerns about incentive pay alignment with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table with specific audit and non-audit fee amounts, so the non-audit fee ratio trigger cannot be confirmed; auditor tenure is not disclosed in the provided proxy text so the tenure trigger cannot fire per policy; EY is a Big 4 firm appropriate for a $4.5B market cap company; no material restatements are disclosed; the default vote is FOR.
Overall Assessment
The 2026 Hamilton Lane annual meeting features three standard proposals: election of three Class I directors (all recommended FOR), ratification of Ernst & Young as auditor (FOR), and an advisory Say on Pay vote (AGAINST due to the outsized $80 million compensation reported for the CEO in fiscal 2025, driven by a single large multi-year equity grant awarded while the stock significantly underperformed). No stockholder proposals appear on the ballot.