MOELIS & CO, DEF 14A filed on 4/25/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
 12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name MOELIS & COMPANY
Entity Central Index Key 0001596967
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance Table
The following disclosures provide information on the compensation of our chief executive officer (“CEO”) and other Named Executive Officers (each a “NEO”), each as calculated in accordance with SEC rules, and in comparison to certain metrics of the Company and our peer group.
The calculation of “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to
non-CEO
NEOs” is not reflective of how the Compensation Committee assesses executive officer compensation. Equity-based awards included in the below presentation are based on the grant date instead of the associated performance year. In addition, the values of equity awards may not reflect actual economic benefit that will be received due to uncertain market value and vesting schedules, among other factors.
2023 Pay Versus Performance Table
 
               
Year
(1)
  
Summary
Compensation
Table Total for
CEO
($)
  
Compensation
Actually Paid
to
CEO
(2)

($)
  
Average
Summary
Compensation
Table Total for
non-CEO

NEOs
($)
  
Average
Compensation
Actually Paid
to
non-CEO

NEOs
(2)

($)
  
Value of Initial Fixed
$100 Investment
Based On
  
Net Income
($)
  
Adjusted
Revenue
($)
 
MC Total
Shareholder
Return
($)
 
  
Peer Group
Total
Shareholder
Return
(3)

($)
 
               
2023
  
7,878,846
  
22,107,303
  
5,859,692
  
10,710,298
  
244
  
133
  
(27,516)
  
860,085
               
2022
  
19,223,262
  
7,528,921
  
6,854,413
  
1,666,534
  
157
  
119
  
168,682
  
970,195
               
2021
  
14,358,959
  
24,392,175
  
9,707,758
  
14,853,476
  
243
  
133
  
422,978
  
1,557,997
               
2020
  
9,874,166
  
17,566,907
  
5,526,044
  
9,686,401
  
163
  
98
  
218,438
  
943,276
 
(1)
For fiscal years 2020, 2021 and 2022, the CEO was Kenneth Moelis and the
non-CEO
NEOs were Navid Mahmoodzadegan, Jeffrey Raich, Elizabeth Crain, and Joseph Simon. For fiscal year 2023 the CEO was Kenneth Moelis and the
non-CEO
NEOs were Navid Mahmoodzadegan, Jeffrey Raich, Joseph Simon and Katherine Pilcher Ciafone.
 
(2)
Amounts in this column are calculated in accordance with Item 402(v) of Regulation
S-K.
The following table details the adjustments prescribed by Item 402(v) to the “Summary Compensation Table” totals to determine the “Compensation Actually Paid” amounts. For the avoidance of doubt, no equity awards were cancelled due to a failure to meet vesting conditions during the years identified. In addition, all amounts presented below for
“Non-CEO
NEOs” are averages of the
non-CEO
NEO group.
 
                   
Year
  
Executive(s)
  
Summary
Compensation
Table Total
($)
  
Deduct:
Stock
Awards
($)
  
Add: Year-

end Value of
Unvested
Equity Awards
Granted
During Year
(i)(ii)
($)
  
Increase/
(Decrease) in
Value of
Unvested
Equity Awards
Granted in
Prior Years
(i)(ii)

($)
  
Add: Value of
Equity Awards
Granted and
Vested During
Year
(i)(ii)

($)
  
Increase/
(Decrease) in
Value of Equity
Awards Granted
in Prior Years
Which Vested
During Year
(i)(ii)

($)
  
Add:
Dividends
(i)(ii)

($)
  
Total
(Compensation
Actually Paid)
($)
                 
2023
  
CEO
  
7,878,846
  
(7,438,446)
  
3,966,881
  
9,120,683
  
5,947,760
  
882,462
  
1,749,117
  
22,107,303
 
Non-CEO NEOs
  
5,859,692
  
(4,188,082)
  
4,449,952
  
2,733,596
  
859,779
  
360,317
  
635,044
  
10,710,298
                 
2022
  
CEO
  
19,223,262
  
(18,784,112)
  
10,748,893
  
(9,626,847)
  
5,666,390
  
(1,252,883)
  
1,554,218
  
7,528,921
 
Non-CEO NEOs
  
6,854,413
  
(4,539,002)
  
2,557,121
  
(4,186,071)
  
1,430,758
  
(990,468)
  
539,783
  
1,666,534
                 
2021
  
CEO
  
14,358,959
  
(8,829,314)
  
10,080,736
  
4,556,688
  
—
  
994,127
  
3,230,979
  
24,392,175
 
Non-CEO NEOs
  
9,707,758
  
(3,829,680)
  
4,343,460
  
2,402,997
  
31,687
  
604,023
  
1,593,231
  
14,853,476
                 
2020
  
CEO
  
9,874,166
  
(4,648,523)
  
5,729,175
  
3,735,291
  
—
  
864,694
  
2,012,104
  
17,566,907
 
Non-CEO NEOs
  
5,526,044
  
(3,084,494)
  
3,772,633
  
1,867,579
  
29,743
  
467,487
  
1,107,409
  
9,686,401
 
 
(i)
For purposes of calculating amounts disclosed in this column, retirement eligible Restricted LP Units and RSUs are treated as unvested awards in accordance with recent SEC guidance as compared to our prior year proxy statement in which retirement eligible Restricted LP Units and RSUs were treated as vested in accordance with FASB ASC Topic 718. See “Executive Compensation—Moelis Annual Equity Awards” for further details of each of these type of awards.
 
 
(ii)
Our CEO and
non-CEO
NEOs receive a substantial portion of their annual variable incentive compensation in equity, which may consist of restricted stock units, deferred LP units, restricted LP units, and/or Performance Units. Each form of equity has its own set of restrictions and vesting conditions, which may result in fluctuations across the components of Compensation Actually Paid for the years identified. See “Executive Compensation—Moelis Annual Equity Awards” for further details.
 
(3)
Total shareholder return for S&P 500 Financials Index. We have determined to include the S&P 500 Financials index to be consistent with the approach taken by our peer group, the other publicly traded independent investment banks with global coverage capabilities across all major industries. Last year, we used the TSR of this peer group. For comparison purposes, we have provided a graphical comparison of Compensation Actually Paid, peer group TSR and S&P 500 Financials Index TSR. For fiscal years 2020, 2021 and 2022 the TSR peer group includes Evercore Partners Inc., Greenhill & Co., Houlihan Lokey, Inc., Lazard Ltd, and PJT Partners. Perella Weinberg Partners (“Perella”) became a publicly listed company in 2021 and does not have a public cumulative total shareholder return for 2021. Accordingly, Perella was excluded from calculation of 2020 and 2021 peer group TSR but was included for 2022 and 2023. For fiscal year 2023 the TSR peer group includes Evercore Partners Inc., Houlihan Lokey, Inc., Lazard Ltd, Perella Weinberg and PJT Partners. Greenhill & Co. was sold in 2023 and does not have a public cumulative total shareholder return for 2023. Accordingly, Greenhill & Co. was excluded from the calculation of 2023 peer group TSR.
     
Company Selected Measure Name Adjusted Revenue      
Named Executive Officers, Footnote For fiscal years 2020, 2021 and 2022, the CEO was Kenneth Moelis and the
non-CEO
NEOs were Navid Mahmoodzadegan, Jeffrey Raich, Elizabeth Crain, and Joseph Simon. For fiscal year 2023 the CEO was Kenneth Moelis and the
non-CEO
NEOs were Navid Mahmoodzadegan, Jeffrey Raich, Joseph Simon and Katherine Pilcher Ciafone. 		     
Peer Group Issuers, Footnote Total shareholder return for S&P 500 Financials Index. We have determined to include the S&P 500 Financials index to be consistent with the approach taken by our peer group, the other publicly traded independent investment banks with global coverage capabilities across all major industries. Last year, we used the TSR of this peer group. For comparison purposes, we have provided a graphical comparison of Compensation Actually Paid, peer group TSR and S&P 500 Financials Index TSR. For fiscal years 2020, 2021 and 2022 the TSR peer group includes Evercore Partners Inc., Greenhill & Co., Houlihan Lokey, Inc., Lazard Ltd, and PJT Partners. Perella Weinberg Partners (“Perella”) became a publicly listed company in 2021 and does not have a public cumulative total shareholder return for 2021. Accordingly, Perella was excluded from calculation of 2020 and 2021 peer group TSR but was included for 2022 and 2023. For fiscal year 2023 the TSR peer group includes Evercore Partners Inc., Houlihan Lokey, Inc., Lazard Ltd, Perella Weinberg and PJT Partners. Greenhill & Co. was sold in 2023 and does not have a public cumulative total shareholder return for 2023. Accordingly, Greenhill & Co. was excluded from the calculation of 2023 peer group TSR.      
PEO Total Compensation Amount $ 7,878,846 $ 19,223,262 $ 14,358,959 $ 9,874,166
PEO Actually Paid Compensation Amount $ 22,107,303 7,528,921 24,392,175 17,566,907
Adjustment To PEO Compensation, Footnote
(2)
Amounts in this column are calculated in accordance with Item 402(v) of Regulation
S-K.
The following table details the adjustments prescribed by Item 402(v) to the “Summary Compensation Table” totals to determine the “Compensation Actually Paid” amounts. For the avoidance of doubt, no equity awards were cancelled due to a failure to meet vesting conditions during the years identified. In addition, all amounts presented below for
“Non-CEO
NEOs” are averages of the
non-CEO
NEO group.
 
                   
Year
  
Executive(s)
  
Summary
Compensation
Table Total
($)
  
Deduct:
Stock
Awards
($)
  
Add: Year-

end Value of
Unvested
Equity Awards
Granted
During Year
(i)(ii)
($)
  
Increase/
(Decrease) in
Value of
Unvested
Equity Awards
Granted in
Prior Years
(i)(ii)

($)
  
Add: Value of
Equity Awards
Granted and
Vested During
Year
(i)(ii)

($)
  
Increase/
(Decrease) in
Value of Equity
Awards Granted
in Prior Years
Which Vested
During Year
(i)(ii)

($)
  
Add:
Dividends
(i)(ii)

($)
  
Total
(Compensation
Actually Paid)
($)
                 
2023
  
CEO
  
7,878,846
  
(7,438,446)
  
3,966,881
  
9,120,683
  
5,947,760
  
882,462
  
1,749,117
  
22,107,303
 
Non-CEO NEOs
  
5,859,692
  
(4,188,082)
  
4,449,952
  
2,733,596
  
859,779
  
360,317
  
635,044
  
10,710,298
                 
2022
  
CEO
  
19,223,262
  
(18,784,112)
  
10,748,893
  
(9,626,847)
  
5,666,390
  
(1,252,883)
  
1,554,218
  
7,528,921
 
Non-CEO NEOs
  
6,854,413
  
(4,539,002)
  
2,557,121
  
(4,186,071)
  
1,430,758
  
(990,468)
  
539,783
  
1,666,534
                 
2021
  
CEO
  
14,358,959
  
(8,829,314)
  
10,080,736
  
4,556,688
  
—
  
994,127
  
3,230,979
  
24,392,175
 
Non-CEO NEOs
  
9,707,758
  
(3,829,680)
  
4,343,460
  
2,402,997
  
31,687
  
604,023
  
1,593,231
  
14,853,476
                 
2020
  
CEO
  
9,874,166
  
(4,648,523)
  
5,729,175
  
3,735,291
  
—
  
864,694
  
2,012,104
  
17,566,907
 
Non-CEO NEOs
  
5,526,044
  
(3,084,494)
  
3,772,633
  
1,867,579
  
29,743
  
467,487
  
1,107,409
  
9,686,401
      
Non-PEO NEO Average Total Compensation Amount $ 5,859,692 6,854,413 9,707,758 5,526,044
Non-PEO NEO Average Compensation Actually Paid Amount $ 10,710,298 1,666,534 14,853,476 9,686,401
Adjustment to Non-PEO NEO Compensation Footnote
(2)
Amounts in this column are calculated in accordance with Item 402(v) of Regulation
S-K.
The following table details the adjustments prescribed by Item 402(v) to the “Summary Compensation Table” totals to determine the “Compensation Actually Paid” amounts. For the avoidance of doubt, no equity awards were cancelled due to a failure to meet vesting conditions during the years identified. In addition, all amounts presented below for
“Non-CEO
NEOs” are averages of the
non-CEO
NEO group.
 
                   
Year
  
Executive(s)
  
Summary
Compensation
Table Total
($)
  
Deduct:
Stock
Awards
($)
  
Add: Year-

end Value of
Unvested
Equity Awards
Granted
During Year
(i)(ii)
($)
  
Increase/
(Decrease) in
Value of
Unvested
Equity Awards
Granted in
Prior Years
(i)(ii)

($)
  
Add: Value of
Equity Awards
Granted and
Vested During
Year
(i)(ii)

($)
  
Increase/
(Decrease) in
Value of Equity
Awards Granted
in Prior Years
Which Vested
During Year
(i)(ii)

($)
  
Add:
Dividends
(i)(ii)

($)
  
Total
(Compensation
Actually Paid)
($)
                 
2023
  
CEO
  
7,878,846
  
(7,438,446)
  
3,966,881
  
9,120,683
  
5,947,760
  
882,462
  
1,749,117
  
22,107,303
 
Non-CEO NEOs
  
5,859,692
  
(4,188,082)
  
4,449,952
  
2,733,596
  
859,779
  
360,317
  
635,044
  
10,710,298
                 
2022
  
CEO
  
19,223,262
  
(18,784,112)
  
10,748,893
  
(9,626,847)
  
5,666,390
  
(1,252,883)
  
1,554,218
  
7,528,921
 
Non-CEO NEOs
  
6,854,413
  
(4,539,002)
  
2,557,121
  
(4,186,071)
  
1,430,758
  
(990,468)
  
539,783
  
1,666,534
                 
2021
  
CEO
  
14,358,959
  
(8,829,314)
  
10,080,736
  
4,556,688
  
—
  
994,127
  
3,230,979
  
24,392,175
 
Non-CEO NEOs
  
9,707,758
  
(3,829,680)
  
4,343,460
  
2,402,997
  
31,687
  
604,023
  
1,593,231
  
14,853,476
                 
2020
  
CEO
  
9,874,166
  
(4,648,523)
  
5,729,175
  
3,735,291
  
—
  
864,694
  
2,012,104
  
17,566,907
 
Non-CEO NEOs
  
5,526,044
  
(3,084,494)
  
3,772,633
  
1,867,579
  
29,743
  
467,487
  
1,107,409
  
9,686,401
      
Compensation Actually Paid vs. Total Shareholder Return LOGO      
Compensation Actually Paid vs. Net Income
Relationship Between Compensation Actually Paid and Net Income
We are a human capital business. In order to align the interests of our executive officers with shareholders and incentivize retention, a significant amount of our NEO annual incentive compensation is comprised of equity grants that are vested/deferred over multiple years. As a result, our Compensation Actually Paid to our NEO’s, as calculated in accordance with Item 402(v) of SEC Regulation
S-K,
is significantly driven by movements in our share price that occur after our Compensation Committee’s grant of such equity.
In determining the current year awarded compensation, our Compensation Committee considers, among other factors, net income but the mark to market of prior year equity grants is typically not taken into consideration. Any correlation between net income and Compensation Actually Paid is not by design. For each fiscal year end commencing with 2020 through fiscal year end 2022, the changes in Compensation Actually Paid directionally correlated with the changes in net income for each fiscal year end in the same period and for fiscal year end commencing with 2022 through fiscal year end 2023, the changes in Compensation Actually Paid were directionally inversely correlated.
     
Compensation Actually Paid vs. Company Selected Measure LOGO      
Total Shareholder Return Vs Peer Group LOGO      
Tabular List, Table
List of Performance Measures
While the Committee takes into account each of the measures in our Compensation Framework in a holistic manner to evaluate executive compensation of firm performance (without ascribing any specific weight to any single factor or metric), the below measures from the Compensation Framework have been selected as they represent those firmwide financial performance measures that are assessed every year on an annual and multi-year basis.
 
 
Performance Measures
Adjusted Revenues
Adjusted Net Income
Operating Margin
TSR
      
Total Shareholder Return Amount $ 244 157 243 163
Peer Group Total Shareholder Return Amount 133 119 133 98
Net Income (Loss) $ (27,516) $ 168,682 $ 422,978 $ 218,438
Company Selected Measure Amount 860,085 970,195 1,557,997 943,276
PEO Name Kenneth Moelis Kenneth Moelis Kenneth Moelis Kenneth Moelis
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted Revenues      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted Net Income      
Measure:: 3        
Pay vs Performance Disclosure        
Name Operating Margin      
Measure:: 4        
Pay vs Performance Disclosure        
Name TSR      
PEO | Deduct Stock [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (7,438,446) $ (18,784,112) $ (8,829,314) $ (4,648,523)
PEO | Year End Value of Unvested Equity Awards Granted During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,966,881 10,748,893 10,080,736 5,729,175
PEO | Increase (Decrease) in Value of Unvested Equity Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 9,120,683 (9,626,847) 4,556,688 3,735,291
PEO | Increase (Decrease) in Value of Equity Awards Granted and Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,947,760 5,666,390 0 0
PEO | Increase (Decrease) in Value of Equity Awards Granted in Prior Years Which Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 882,462 (1,252,883) 994,127 864,694
PEO | Add Dividend [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,749,117 1,554,218 3,230,979 2,012,104
Non-PEO NEO | Deduct Stock [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (4,188,082) (4,539,002) (3,829,680) (3,084,494)
Non-PEO NEO | Year End Value of Unvested Equity Awards Granted During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,449,952 2,557,121 4,343,460 3,772,633
Non-PEO NEO | Increase (Decrease) in Value of Unvested Equity Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,733,596 (4,186,071) 2,402,997 1,867,579
Non-PEO NEO | Increase (Decrease) in Value of Equity Awards Granted and Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 859,779 1,430,758 31,687 29,743
Non-PEO NEO | Increase (Decrease) in Value of Equity Awards Granted in Prior Years Which Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 360,317 (990,468) 604,023 467,487
Non-PEO NEO | Add Dividend [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 635,044 $ 539,783 $ 1,593,231 $ 1,107,409