Moelis & Company (MC) Proxy Filing summary

Executive summary

• 2024 saw strong financial performance with adjusted revenues up 40% to $1.2 billion, the second highest in firm history, and adjusted pre-tax income of $197 million, reflecting improved profitability and operating leverage.

• Approximately $201 million was returned to shareholders, including an 8% increase in the regular quarterly dividend to $0.65 per share, and the firm remains debt-free with a robust balance sheet.

• Strategic investments in technology, energy, and industrials led to significant sector contributions and record revenues in Capital Structure Advisory; global headcount grew 12% and 15 new Managing Directors were added.

• The firm expanded its Private Funds Advisory business and continued to focus on talent acquisition, internal promotions, and leadership development.

Voting matters and shareholder proposals

• Shareholders will vote on the election of five directors, an advisory say-on-pay vote for executive compensation, and the ratification of Deloitte as the independent auditor for 2025.

• The Board recommends voting FOR all director nominees, FOR the executive compensation advisory vote, and FOR the auditor ratification.

Board of directors and corporate governance

• The Board currently consists of five directors, with a majority being independent; Dr. Louise Mirrer joined in September 2024, increasing the Board to six before a planned retirement in 2025.

• The Board is committed to diversity in skills and backgrounds, with annual self-assessments and over 75% attendance at meetings.

• The dual-class voting structure gives Class B shares (controlled by the Chairman/CEO) 10:1 voting power, reinforcing alignment with shareholders.

• The Board has Audit, Compensation, and Nominating & Corporate Governance Committees, all comprised of independent directors.

• Shareholder engagement included meetings with holders of 86% of Class A shares, focusing on compensation, performance, and talent management.