MOELIS CLASS A (MC)
Sector: Financials
2026 Annual Meeting Analysis
MOELIS CLASS A · Meeting: June 25, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Founder and Executive Chairman with over 40 years of investment banking experience; MC's 3-year total return of 82.9% is strong positive and trails the peer group median by only 38.0 percentage points, well below the 65-point threshold required to trigger a vote against, and the 5-year record similarly does not breach the threshold.
CEO since October 2025 (less than 24 months tenure on the board), so the new-director exemption applies and no TSR trigger is assessed; co-founder with 18 years at the firm and directly relevant investment banking expertise.
Long-tenured director with relevant public policy and business experience; MC's 3-year return of 82.9% is strong positive and the 38.0 percentage-point gap versus the peer group median does not meet the 65-point threshold required to trigger a against vote.
Joined the board in July 2025, well within the 24-month new-director exemption window, so no TSR trigger applies; brings relevant global finance, media, and geopolitical perspective.
Joined the board in September 2024, within the 24-month new-director exemption window, so no TSR trigger applies; brings CEO-level non-profit leadership and governance experience.
Long-serving Lead Independent Director with relevant business law and ethics expertise; MC's 3-year strong positive return and only 38.0 percentage-point peer gap does not reach the 65-point trigger threshold, so no performance-based vote against is warranted.
Joined the board in January 2023, so tenure overlaps with the 3-year measurement period but the 38.0 percentage-point gap versus the peer group median does not breach the 65-point threshold for a strong-positive-TSR company; brings senior executive and technology/operations expertise.
All seven director nominees receive a FOR vote. MC's 3-year total return of 82.9% is strongly positive, and the 38.0 percentage-point gap versus the compensation peer group median (EVR, HLI, LAZ, PWP, PJT) falls well short of the 65-point threshold required to trigger an against vote for a company with strong positive absolute returns. Three of four independent directors joined within the past 24 months and are exempt from the TSR trigger. No overboarding, attendance, independence, or qualifications concerns were identified; all directors attended 100% of meetings in 2025.
Say on Pay
✗ AGAINSTCEO
Navid Mahmoodzadegan
Total Comp
$42,846,376
Prior Support
77%%
The CEO's total compensation reported in the Summary Compensation Table is approximately $42.8 million for 2025, which includes a one-time performance-based succession award valued at $18.6 million at grant. Even setting aside the one-time award, the annual pay package of approximately $29 million (base salary of $400,000, cash bonus of $8.25 million, and equity incentive awards of approximately $15.5 million) is substantially above the benchmark for a CEO at a $4.8 billion independent investment bank. On the pay-for-performance alignment check, MC's 3-year total return of 82.9% trails the company-disclosed peer group median of 120.9% by 38.0 percentage points while above-benchmark incentive compensation was paid, which under policy represents a misalignment between above-benchmark variable pay and shareholder experience relative to peers. The prior year Say on Pay received 77% support — above the 70% threshold — so no mandatory against vote is triggered on that basis alone, but the combination of elevated absolute pay quantum and relative TSR underperformance against peers warrants a NO vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm fully appropriate for a $4.8 billion market cap financial services company. The proxy filing does not disclose auditor tenure or a detailed fee table in the excerpted text, so the tenure trigger cannot be confirmed and per policy we default to FOR; no material restatements or other disqualifying factors were identified.
Overall Assessment
The 2026 Moelis & Company annual meeting presents three standard proposals: all seven director nominees receive a FOR vote as the company's strong positive 3-year return and modest peer gap do not trigger the TSR underperformance threshold; the auditor ratification of Deloitte receives a FOR vote as a Big 4 firm appropriate for the company's size with no disqualifying fee or restatement concerns identified. The Say on Pay vote receives an AGAINST recommendation due to the CEO's total reported compensation of $42.8 million being materially above benchmark for a $4.8 billion financial services company, compounded by a 38-percentage-point 3-year TSR gap versus the company's own peer group while above-benchmark incentive pay was awarded.
Compensation Peer Group
5 companies disclosed in 2026 proxy filing