Hamilton Lane INC (HLNE): CEO Hartley R. Rogers appointed

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 12, 2026, the Board of Directors (the “Board”) of Hamilton Lane Incorporated (the “Company”) appointed Hartley R. Rogers as the Company’s Co-Chief Executive Officer (“Co-CEO”) to serve alongside Juan Delgado-Moreira. Mr. Rogers will also continue to serve as Chairman of the Board, but will no longer serve as an Executive Co-Chairman (“Executive Co-Chair”) of the Company. In connection with this leadership transition, Erik R. Hirsch has transitioned from his position as Co-CEO to the position of Executive Co-Chair. In this new role, Mr. Hirsch will help lead strategic initiatives to drive the firm’s long-term growth and will also remain a member of the Board. This position is a continued evolution of the roles that Mr. Hirsch has played over his more than 25 years with the firm. Biographical and other information regarding Mr. Rogers, including with respect to related party transactions, is set forth in the Company’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on July 23, 2026, and such information is incorporated by reference herein. The Company has not entered into any new compensatory arrangements with Mr. Rogers in connection with his assumption of the role of Co-CEO.
In connection with the foregoing leadership transition, the Board approved the following changes to Mr. Hirsch’s compensation arrangements: (i) in the event of Mr. Hirsch’s termination of employment by the Company without cause or Mr. Hirsch’s resignation for good reason, certain of Mr. Hirsch’s outstanding and unvested time-based and performance-based restricted stock awards, carried interest awards and bonus amounts will be deemed fully vested or payable, as applicable, as of his termination date (with any performance goals applicable to his long-term performance-based restricted stock award (“LTIP”) remaining subject to vesting based on the Company’s actual performance at the end of the applicable performance period), and (ii) the Company will provide Mr. Hirsch with a new cash incentive award in connection with certain of its future strategic technology investments, with a value to be determined by the Board. Such accelerated vesting or payment of awards and additional cash incentive award will be subject to Mr. Hirsch’s execution and non-revocation of a release of claims in favor of the Company. The Company expects to enter into a side letter with Mr. Hirsch reflecting these changes, a copy of which is expected to be attached as an exhibit to the Company’s Quarterly Report on Form 10-Q filed for the fiscal quarter ending September 30, 2026.