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reviewing and approving in advance any proposed related person transactions.

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        We believe that the functioning of our audit committee complies with the applicable requirements of the NYSE and SEC rules and regulations.

        From April to July 2014, the members of our audit committee were Stephen F. Bollenbach, Kenneth Moelis and Jeffrey Raich. Messrs. Moelis and Raich were replaced by Kenneth L. Shropshire and Dr. Yvonne Greenstreet in July 2014 and February 2015, respectively.        As a controlled company, the NYSE rules allowed us the period through the first anniversary of our initial public offering to implement an audit committee of at least three members comprised entirely of independent directors. AsFrom July 2014 to February 2015, the members of our audit committee were Stephen F. Bollenbach, Kenneth Shropshire and Jeffrey Raich. Mr. Raich was replaced by Dr. Yvonne Greenstreet in February 2015. From February 2015 to July 2015, our audit committee iswas comprised of three entirely of independent directors meeting NYSE requirements. Mr. Bollenbach resigned from the board of directors in July 2015. Mr. Allison was appointed a member of the audit committee upon election to the board of directors in November 2015. Since November 2015, our audit committee has been comprised of three entirely independent directors as defined under NYSE rules. Mr. Allison is our audit committee financial expert, as defined under SEC rules. Mr. Shropshire is the chairperson of our audit committee.

        Our board of directors has considered the independence and other characteristics of each member of our audit committee. Audit committee members must satisfy the NYSE independence requirements and additional independence criteria set forth under Rule 10A-3 of the Exchange Act. In addition, the NYSE requires that, subject to specified exceptions, including certain phase-in rules, each member of a listed company's audit committee be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3. In order to be considered independent for purposes of Rule 10A-3, an audit committee member may not, other than in his or her capacity as a member of the board, accept consulting, advisory or other fees from us or be an affiliated person of us. Our board of directors has determined that each of Mr. Bollenbach,Allison, Dr. Greenstreet and Mr. Shropshire and Dr. Greenstreet qualifies as an independent director pursuant to NYSE rules and Rule 10A-3.

        Our board of directors has adopted a written charter for the audit committee. The audit committee charter is available in the Corporate Governance section of our Investor Relations website at http://investors.moelis.com.

Compensation Committee

        Our compensation committee overseesadvises on our compensation policies, plans and programs. The compensation committee is responsible for, among other things:

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reviewing and recommending policies, plans and programs relating to compensation and benefits of our directors, officers and employees;



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reviewing and recommending compensation and the corporate goals and objectives relevant to compensation of our Chief Executive Officer;



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reviewing and recommending compensation and corporate goals and objectives relevant to compensation for executive officers other than our Chief Executive Officer;



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evaluating the performance of our Chief Executive Officer and other executive officers in light of established goals and objectives; and



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administering our equity compensation plans for our employees and directors.

        From AprilJuly 2014 to July 2014,February 2015, the members of our compensation committee were Stephen F. Bollenbach, J. Richard Leaman III and Navid Mahmoodzadegan. Messrs. Mahmoodzadegan and Leaman were replaced by Kenneth L. Shropshire andShropshire. Mr. Leaman was replaced by Dr. Yvonne Greenstreet in February 2015. Mr. Bollenbach resigned from the board of directors in July 2014 and February 2015, respectively. As2015. Mr. Allison was appointed a member of the compensation committee upon election to the board of

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directors in November 2015. From February 2015, our compensation committee ishas been comprised of entirely of independent directors as defined undermeeting NYSE rules. Mr. Bollenbach is the chairman of our compensation committee.requirements.

        As permitted under the 2014 Omnibus Incentive Plan, the board has authorized our Chief Operating Officer and Chief Financial Officer, acting together, to grant awards of up to 2,500,000 shares in any fiscal quarter.

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        Our board of directors has adopted a written charter for the compensation committee. The compensation committee charter is available in the Corporate Governance section of our Investor Relations website at http://investors.moelis.com.

Board and Committee Meetings; Annual Meeting Attendance

        Between our initial public offering in April 2014January 1, 2015 and December 2014,31, 2015, our board of directors held threeeight meetings, our audit committee held sixeight meetings and our compensation committee held one meeting. Navid Mahmoodzadegan was unable to attend one of the three board meetings due to a last minute change in the meeting time.two meetings. During 2014,2015, each director otherwise attended at least 75% of the total number of meetings of the board of directors and committees on which hethe director served. The independent directors of the Company regularly meet in executive session without management. Under the corporate governance guidelines adopted by our board of directors, the chairman of the audit committee (or in his absence, another independent director designated by him) presides at such executive sessions.

        Under our corporate governance guidelines, directors are expected to attend the Company's annual meetings of stockholders. A director who is unable to attend an annual meeting of stockholders (which it is understood will occur on occasion) is expected to notify the chairman of the board of directors. This Annual Meeting will beAll of our firstdirectors attended our 2015 annual meeting of stockholders.meeting.

Director Nomination Process

        The Stockholders Agreement provides that our board of directors will nominate individuals designated by Partner Holdings equal to a majority of the board of directors, for so long as the Class B Condition is satisfied and, thereafter, one quarter of the candidates for so long as the Secondary Class B condition is satisfied. See "Certain Relationships and Related Person Transactions—Transactions with Our Directors, Executive Officers and 5% Holders—Rights of Partner Holdings and Stockholders Agreement" below. As a result, the board believes it is appropriate not to have a nominating committee because the full board effectively performs the functions of a nominating committee. Additionally, the board believes that input from all directors in the nominating process enhances the Company's ability to identify, evaluate and select director nominees. Because we do not currently have a nominating committee, our full board of directors participates in the consideration of other nominees.

        In considering candidates for nomination, the board of directors takes into consideration many factors, including the needs of the board and the candidate's qualifications. At a minimum, director candidates must demonstrate high standards of ethics, integrity and professionalism, independence, sound judgment, and meaningful experience in business, law or accounting or other relevant areas. Candidates must also be committed to representing the long-term interests of our stockholders. The board also considers other factors it deems appropriate based on current needs, including specific business and financial expertise currently desired, experience as a public company director and diversity. The board does not have a formal policy regarding diversity; however, the board believes that it is important that the board be comprised of directors with diverse backgrounds, viewpoints and experiences.

        The board of directors will consider a candidate nominated by a stockholder in a manner consistent with its evaluation of potential nominees, so long as the nomination meets the requirements of our by-laws, as summarized below.

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        The notice of nomination should include the following information:

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the stockholder's name, record address, and name and principal place of business,



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the name, age, business address, residence address, and principal occupation or employment of the nominee,

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the class or series, and number of all shares of the Company's stock owned beneficially or of record by the stockholder or the nominee,



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whether and the extent to which any derivative or other instrument, transaction, agreement, or arrangement has been entered into by the stockholder or the nominee with respect to the Company's stock,



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a description of all agreements or arrangements to which the stockholder or the nominee is a party with respect to the nomination, the Company or the Company's stock,



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a description of agreements or arrangements entered into by the stockholder or the nominee with the intent to mitigate loss, manage risk or benefit from changes in the stock price or increase or decrease the stockholder's voting power,



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a representation that the stockholder will attend the meeting in person or by proxy to nominate the persons named in its notice, and



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any other information related to the stockholder or the nominee required to be disclosed in the solicitation of proxies for election of directors under federal securities laws.

        The notice must be accompanied by the nominee's consent to be elected and to serve as a director and include certain representations and agreements by the nominee set forth in our by-laws.

        This notice must be updated, if necessary, so that the information is true and correct as of the record date for the meeting.

        Stockholder nominees should be submitted to the Company's General Counsel and Secretary at the Company's principal executive offices. Stockholder nominations may be made at any time. However, in order for a candidate to be included in the slate of director nominees for approval by stockholders in connection with a meeting of stockholders and for information about the candidate to be included in the Company's proxy materials for such a meeting, the stockholder must submit the information required by our by-laws and other information reasonably requested by the Company within the timeframe described below under "Additional Information—Procedures for Submitting Stockholder Proposals."

        When the Company or the board of directors is required by contractual obligation (including pursuant to the Stockholders Agreement) to nominate candidates designated by any person or entity, the selection and nomination of these directors is not subject to the above process.

Communication with the Board of Directors

        Any stockholder or other interested parties who would like to communicate with the board of directors, the independent directors as a group or any specific member or members of the board of directors should send such communications to the attention of our General Counsel and Secretary at Moelis & Company, 399 Park Avenue, 5^th Floor, New York, NY 10022. Communications should contain instructions on which member or members of the board of directors the communication is intended for. Such communications will generally be forwarded to the intended recipients. However, our General Counsel and Secretary may, in his sole discretion, decline to forward any communications that are inappropriate.

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Compensation Committee Interlocks and Insider Participation

        None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

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Code of Business Conduct and Code of Ethics

        We have adopted a code of business conduct and ethics that is applicable to all of our employees, officers and directors, including our chief executive and senior financial officers. The code of business conduct and ethics is available in the Corporate Governance section of our Investor Relations website at http://investors.moelis.com. We expect that any amendment to the code, or any waivers of its requirements, will be disclosed on our website.

Corporate Governance Guidelines

        Our board of directors has adopted corporate governance guidelines to assist the board of directors in the exercise of its responsibilities. The corporate governance guidelines are available in the Corporate Governance section of our Investor Relations website at http://investors.moelis.com.

DIRECTOR COMPENSATION

        Our non-employee directors receive annual compensation of $110,000 comprised of (i) $40,000 in the form of RSUs (the "RSU Grant") and (ii) $70,000, which the director may elect to receive in the form of cash, RSUs or a combination thereof. Additionally, audit committee members receive $10,000 annually, which the director may elect to receive in the form of cash, RSUs or a combination thereof. Cash compensation is paid quarterly in arrears. The annual RSU Grants generally vest upon grant and are settled following the second anniversary of grant. Any other RSUs elected to be received generally vest 25% on a quarterly basis over the one year period between July 1 of each year and are settled within 60 days following the applicable vesting date. We reimburse all directors for expenses incurred in connection with attending board and committee meetings.

        The following table shows compensation paid to the individuals who served as our non-employee directors in 2015.

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EXECUTIVE COMPENSATION

        Our named executive officers for the fiscal year ended December 31, 2014,2015, which consist of our Chief Executive Officer and our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2014,2015, are as follows:

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Kenneth Moelis, Chairman and Chief Executive Officer;



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Navid Mahmoodzadegan, Co-Founder,Co-President, Managing Director and director; and



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Jeffrey Raich, Co-Founder,Co-President, Managing Director and director.

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Summary Compensation Table for 20142015

        The following table summarizes the total compensation paid to or earned by each of our named executive officers in 20132014 and 2014,2015, under SEC rules.

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Executive Compensation Elements

        Each of our named executive officers was provided with the following material elements of compensation in 2014:2015:

        Base Salary.    We provide a base salary of $400,000 to each named executive officer. Consistent with the practice in our industry, base salaries for our named executive officers generally comprise a small portion of their total annual compensation. The amount of the base salary for the named executive officers was set in accordance with the terms of their respective employment agreements with us and may be adjusted from time to time in accordance with those agreements. We did not increase the base salaries of our named executive officers in connection with our initial public offering or otherwise during 2014.2015.

        Annual Cash Incentive Bonuses.    Annual cash incentive bonuses are a key component of our executive compensation strategy and represented the majority of compensation paid to each of the named executive officers in respect of 2014.compensation. We did not provide guaranteed cash bonuses to any of our named executive officers in respect of 2014 or 2015 and did not set specific performance targets upon which the bonuses would become payable.

        Instead, the annual cash bonuses paid to our named executive officers in respect of 2014 and 2015 were discretionary in amount and were based on a performance evaluation conducted by our Chairman and Chief Executive Officer, in consultation with other executive officers and the compensation committee of the board of directors. With respect to 2014 and 2015 annual cash bonuses, the evaluation involved an analysis of both (i) our overall Company performance and (ii) the performance of the individual officer and his contributions to the Company. We believe that this evaluation process allowed us to link pay with performance in the closest way possible and provided us with the flexibility necessary to take all relevant factors into account in determining the amount of the bonuses. We feel that this provided us with a better incentive compensation structure than a formulaic bonus structure based solely on the achievement of

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specific pre-established performance targets, which may not capture all appropriate factors that materially impacted our performance.

        In addition, in order to link the annual bonuses to our long-term success and given that we did not defer payment of the cash bonuses to a later date, each of the bonuses that were paid to the named executive officers in early 2015 in respect of 2014 and 2015 are subject to repayment if the officer competes with us within 12 months following termination of employment under certain circumstances.circumstances, which is consistent with the bonuses paid to all of our managing directors. The repayment percentages are as follows:

        Equity Incentive Awards.    In April 2014, we granted equity incentive awards in the form of RSUs to our named executive officers in respect of 2013 performance. We did not set specific performance targets upon which the RSUs would be granted. Instead, the RSUs that were granted to our named executive officers in respect of 2013 performance were discretionary in amount and were based on a performance evaluation conducted by our Chairman and Chief Executive Officer, in consultation with other executive officers. In addition, the RSUs are subject to a vesting period following grant, in order to provide an additional retention incentive to our named executive officers. The terms and conditions of the RSUs are described below in the section entitled "—Restricted Stock Unit Grants—Incentive Awards Relating to 2013 Performance."

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        In March 2015 and February of 2016, we granted equity incentive awards in the form of RSUs to our named executive officers in respect of 2014 performance.and 2015 performance, respectively. These awards are described below in the section entitled "—Restricted Stock Unit Grants—Incentive Awards Relating to 2014 Performance" and "—Restricted Stock Unit Grants—Incentive Awards Relating to 2015 Performance."

        Retirement Arrangements.    We have a 401(k) savings plan for eligible employees, including our named executive officers, and may, in our sole discretion, provide annual matching contributions to 401(k) plan participants. We do not have a defined benefit pension plan. A retiring officer or employee generally will not forfeit certain qualifying incentive RSUs granted during employment if at retirement the officer or employee (i) is at least 54 years old and (ii) has provided at least 8 consecutive years of service to the Company.Company, unless such officer or employee waives such retirement arrangements. Any such RSUs will continue to vest on their applicable vesting schedule, subject to noncompetition and other terms.

        Employee Benefits.    Eligible employees, including our named executive officers, participate in broad-based and comprehensive employee benefit programs, including medical, dental, vision, life and disability insurance. Our named executive officers participate in these programs on the same basis as eligible employees generally.

Employment Agreements

Employment Agreement with Kenneth Moelis

        We entered into an employment agreement with Mr. Moelis in April 2014, pursuant to which he serves as our Chairman and Chief Executive Officer. The employment agreement provides that Mr. Moelis receives an annual base salary of $400,000, is eligible to receive an annual discretionary performance bonus and is eligible to participate in our employee benefit plans and arrangements as in effect from time to time. Either party is permitted to terminate the agreement at any time with or without cause, but Mr. Moelis has agreed that he will not voluntarily terminate his employment for three years following the completion of our initial public offering, other than for good reason. Good reason means a material breach by the Company of a material provision of the employment agreement, any equity award agreement or the Stockholders Agreement.

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        The employment agreement provides that upon a voluntary termination of Mr. Moelis' employment other than for good reason, he will not compete with us for 90 days following the date of such termination. In addition, the agreement provides that Mr. Moelis will not solicit our employees, independent contractors, consultants, service providers or suppliers for one year following termination of his employment for any reason. The agreement also includes restrictions relating to confidentiality, intellectual property and non-disparagement.

        Mr. Moelis is subject to forfeiting his interest in vested Group LP partnership units he held as of our initial public offering if prior to the expiration of the Managing Director Lock-Up he terminates his employment without good reason and competes with us within 12 months following such termination.

        Group LP Class A partnership units and Moelis & Company Class A common stock held as of our initial public offering by our Managing Directors (including through Partner Holdings) are subject to lock-up agreements for four years from the date of our initial public offering (the "Managing Director Lock Up"). After this period, Group LP Class A partnership units held by a Managing Director will become exchangeable into Class A common stock or cash and Moelis & Company Class A common stock held by a Managing Director will become transferable, in each case in three installments (which were equal installments at the time of our initial public offering) on each of the fourth, fifth and sixth anniversary of our initial public offering. If a Managing Director terminates his or her employment with us prior to the end of the lock-up period, we will be entitled to extend the lock-up period until up to the tenth anniversary of our initial public offering. We may waive the Managing Director Lock-Up, including in connection with

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an offering of shares of our Class A common stock by our Managing Directors. In addition, these restrictions cease to apply upon the death or termination of employment by the Company due to disability of the applicable Managing Director.

Employment Agreements with Navid Mahmoodzadegan and Jeffrey Raich

        We entered into substantially similar employment agreements with Messrs. Mahmoodzadegan and Raich in April 2014, pursuant to which they each serve as a Co-Founder and Managing Director.2014. The employment agreements provide that Messrs. Mahmoodzadegan and Raich each receive an annual base salary of $400,000, are eligible to receive an annual discretionary performance bonus and are eligible to participate in our employee benefit plans and arrangements as in effect from time to time. In addition, the employment agreements provide that during their employment, Messrs. Mahmoodzadegan and Raich have the right to be a member of Group LP's most senior decision and policy-making committee (currently, the Group Management Committee). Messrs. Mahmoodzadegan and Raich are permitted to terminate their agreements at any time with or without cause; however, we may terminate the employment of Messrs. Mahmoodzadegan or Raich only for cause (as defined in the employment agreements).

        The employment agreements provide that upon a voluntary termination of Messrs. Mahmoodzadegan's or Raich's employment other than for good reason while he is a member of our board of directors or following his voluntary resignation from our board of directors, he will not compete with us for 90 days following the date of such termination. In addition, the employment agreements provide that Messrs. Mahmoodzadegan and Raich will not solicit our employees, independent contractors, consultants, service providers or suppliers for six months following termination of his employment (or if he voluntarily terminates his employment other than for good reason while he is a member of our board of directors or following his voluntary resignation from our board of directors, for a period of 12 months following termination of his employment). The agreements also include restrictions relating to confidentiality, intellectual property and non-disparagement.

        The agreements provided that Partner Holdings LP would nominate each of Messrs. Mahmoodzadegan and Raich, and vote and take all other actions to, elect them to our board of directors and not allow their removal (other than for cause) at least until our 2015 annual meeting of stockholders.

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Each of Messrs. Mahmoodzadegan and Raich is subject to forfeiting his interest in vested Group LP partnership units he held as of the initial public offering if prior to the expiration of the Managing Director Lock-Up he terminates his employment without good reason and competes with us within 12 months following such termination. Good reason means a material breach by the Company of a material provision of the employment agreement or any equity award agreement.

Restricted Stock Unit Grants

Incentive Awards Relating to 2013 Performance

        In April 2014, we granted RSUs to certain of our Managing Directors and non-Managing Director employees, including our named executive officers, in respect of 2013 performance and to provide an additional retention incentive to these individuals. These RSUs were granted subject to the terms of the 2014 Omnibus Incentive Plan and individual award agreements. A copy of the plan is included as Exhibit 99.1 to our Registration Statement on Form S-8 filed on August 8, 2014.

        Each RSU granted to our officers represents the right to receive upon settlement either, at our option, a share of our Class A common stock or an amount of cash equal to the fair market value of a Class A share. Participants have no rights as a stockholder with respect to the RSUs unless and until shares of our Class A common stock underlying the RSUs are actually delivered, provided that each participant will generally be eligible to receive additional RSUs in respect of any dividends we pay with respect to our Class A common stock, which additional RSUs will be forfeitable and subject to the same restrictions and conditions as the underlying RSUs.

        Generally, RSUs that were granted in respect of 2013 performance to our Managing Directors, including our named executive officers, will vest in equal installments on each of April 1 of each 2017 April 1, 2018 and April 1, through

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2019, provided that the participant remains in continuous employment or service with us through the applicable vesting date. RSUs that were granted in respect of 2013 performance to our non-Managing Director employees will generally vest in equal installments on April 1 of each of April 1, 2015 April 1, 2016, April 1, 2017 and April 1,through 2018, provided that the participant remains in continuous employment or service with us through the applicable vesting date. Except as described in the following paragraphs, if the participant's employment or service with us is terminated for any reason, any unvested RSUs will be forfeited as of the notice of termination date.

        If the participant's employment or service with us is terminated (i) by us without cause, (ii) by the participant for "good reason" (as defined in the 2014 Omnibus Incentive Plan) or (iii) by us due to disability, any unvested RSUs will continue to vest on the originally scheduled vesting dates, provided that the participant has not engaged in any "detrimental activities" (as described below) through the applicable vesting date. If the participant engages in any detrimental activity following such termination, any unvested RSUs will be forfeited. For purposes of these RSU awards, "detrimental activities" means any solicitation of our employees or certain clients, any interference with our relationships with certain clients, any failure to execute an attestation that the participant has not engaged in such acts prior to each applicable vesting date or other time reasonably requested by us or any failure to satisfy any obligation of the participant under any agreement with us with respect to confidentiality, non-disparagement, nonsolicitation or noncompetition. If the participant's employment or service with us is terminated due to the participant's death, any unvested RSUs will immediately vest.

        If the participant's employment or service with us is terminated (i) by us without cause or (ii) by the participant for good reason, in each case on or within 12 months after the effective date of a "change in control" (as defined in the 2014 Omnibus Incentive Plan), any unvested RSUs will immediately vest.

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Incentive Awards Relating to 2014 Performance

        In March 2015, we granted equity incentive awards in the form of RSUs to certain of our Managing Directors and non-Managing Director employees, including our named executive officers, in respect of 2014 performance and to provide an additional retention incentive to these individuals. Mr. Moelis received 99,305 RSUs and each of Messrs. Mahmoodzadegan and Raich received 107,124 RSUs. These RSUs vest in equal installments on February 23 of each of 2018 through 2020. Except for the vesting dates, these RSU grants are subject to the same general terms and conditions as the awards granted to such officers in 2014 for their 2013 performance. See "—Incentive Awards Relating to 2013 Performance" above.

Incentive Awards Relating to 2015 Performance

        In February 2016, we granted equity incentive awards in the form of RSUs to certain of our Managing Directors and non-Managing Director employees, including our named executive officers, in respect of 2015 performance and to provide an additional retention incentive to these individuals. Mr. Moelis received 167,648 RSUs and each of Messrs. Mahmoodzadegan and Raich received 104,268 RSUs. These RSUs vest in equal installments on February 23 2019 and February 23, 2020.of each of 2017 through 2021. Except for the vesting dates, these RSU grants are subject to the same general terms and conditions as the awards granted to such officers in 2014 for their 2013 performance. See "—Incentive Awards Relating to 2013 Performance" above. In accordance with SEC rules, these RSUs are not included in the Summary Compensation Table above, and will instead be included in the Summary Compensation Table in the proxy statement for our 20162017 annual meeting of stockholders.

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Outstanding Equity Awards at 20142015 Fiscal Year-End

        The following table summarizes the outstanding equity awards held by each of our named executive officers as of December 31, 2014.2015.

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DIRECTOR COMPENSATION

        Our non-employee directors are eligible to receive annual compensation of $110,000 comprised of (i) $40,000 in the form of RSUs (the "RSU Grant") and (ii) $70,000, which the director may elect to receive in the form of cash, RSUs or a combination thereof. Additionally, audit committee members are eligible to receive $10,000 annually, which the director may elect to receive in the form of cash, RSUs or a combination thereof. Cash compensation is paid quarterly in arrears. The annual RSU Grants generally vest upon grant and are settled following the second anniversary of grant. Any other RSUs elected to be received generally vest 25% on a quarterly basis over the one year period following the grant date and are settled within 60 days following the applicable vesting date. We reimburse all directors for expenses incurred in connection with attending board and committee meetings.

        The following table shows compensation paid to the individuals who served as our non-employee directors in 2014.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information regarding the beneficial ownership of our Class A common stock and Class B common stock held by (i) each of our directors, (ii) each of our named executive officers, (iii) our directors and executive officers as a group and (iv) each person known to us to beneficially own more than 5% of our Class A common stock and Class B common stock. For our directors and officers, the information is as of April 21, 2015.2016. For other stockholders who own more than 5% of our Class A common stock, the information is as of the most recent Schedule 13G filed by each such stockholder with the SEC.

        The number of shares and percentage of beneficial ownership set forth below is based upon 19,625,76120,462,658 shares of Class A common stock and 31,617,70431,227,596 shares of Class B common stock outstanding on the Record Date. The number of outstanding shares of Class A common stock includes 176,170 unvested restricted shares held by certain employees, which are treated by us as equivalents of RSUs, and excludes (i) 235,515123,660 shares issuable upon exercise of nil-strike options granted to certain non-U.S. employees and (ii) 34,497,45133,802,147 shares of Class A common stock issuable in exchange for Group LP Class A partnership units and upon conversion of shares of our Class B common stock.

        Beneficial ownership is determined in accordance with the rules of the SEC.

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SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Exchange Act requires the Company's directors, executive officers and persons who beneficially own more than 10% of the Company's common stock, to file reports of beneficial ownership and reports of changes in beneficial ownership with the SEC. Such persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports that they file. We assist our directors and officers with their Section 16(a) filings. Based solely on a review of reports filed with the SEC and written representations from directors and executive officers, we believe that all required reports under Section 16(a) were timely filed during 2014.2015 except that Mr. Moelis filed the required Form 4s after the deadline for the following transactions: (i) the acquisition of certain common stock and stock options (the "Underlying Company Securities") of the Company by Old Holdings from the Company at the time of our initial public offering in order for Old Holdings to grant certain corresponding restricted stock units and stock options (the "Old Holdings Incentive Securities") to certain Old Holdings employees, (ii) the corresponding grant by Old Holdings of the Old Holdings Incentive Securities to certain of its employees, (iii) the forfeiture of certain Old Holdings Incentive Securities to Old Holdings by certain employees as a result of termination of their employment and (iv) the corresponding disposition by Old Holdings to the Company of certain Underlying Company Securities relating to the forfeited Old Holdings Incentive Securities.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

        In addition to the director and executive officer compensation arrangements discussed above in the section entitled "Executive Compensation," this section describes transactions, or series of related transactions, since January 1, 20142015 to which we were a party or will be a party required to be disclosed under Item 404 of Regulation S-K, in which:

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the amount involved exceeded or will exceed $120,000; and



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any of our directors, executive officers or beneficial owners of more than 5% of any class of our capital stock (each a "5% Holder"), or any members of the immediate family of and any entity affiliated with any such person, had or will have a direct or indirect material interest.

Transactions with Our Directors, Executive Officers and 5% Holders

Agreements with Kenneth Moelis

        We previously entered into an agreement with Mr. Moelis, our Chairman and Chief Executive Officer, to pay expenses relating to the use of an aircraft owned by an affiliate of Mr. Moelis. Pursuant to the agreement, we agreed to pay for a portion of the costs associated with Mr. Moelis' use of the aircraft for Moelis & Company business travel. During the period from January 1,On August 30, 2014, through the date of the initial public offering in April 2014, the Company recorded expenses of $401,000 for use of this aircraft. These charges included only allocated costs based on business usage. Mr. Moelis paid for all unallocated expenses and any expenses related to personal flights or mixed-use flights (flights in which a non-business passenger is also on the flight).

        In April 2014, we entered into an aircraft lease agreement with Moelis & Company Manager LLC ("Manager"(the "Manager"), which is controlled by Mr. Moelis, pursuant to which Manager leased an acquired a new aircraft to

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Group LP (the "Aircraft Lease") through August 2014. The Aircraft Lease was a net lease and Manager had no obligation, liability or responsibility to Group LP with respect to operation, maintenance, repairs, alterations, modifications, correction of faults or defects or insurance with respect to the aircraft during the term of the Aircraft Lease. Under the Aircraft Lease, Group LP bore the entire risk of loss, theft, confiscation, expropriation, requisition, damage to, or destruction of the aircraft, subject to certain exceptions. Group LP also agreed to indemnify Manager andfunds received solely from its officers, directors, agents, employees, successors and assigns from and against all liabilities associated with the aircraft, subject to certain limitations. For the year ended December 31, 2014, the Company incurred approximately $280,000 in lease costs to be paid to Manager under the Aircraft Lease. Under the terms of the Aircraft Lease, the Company was obligated to bear all the costs of operating the aircraft.

        In April 2014, we also entered into an aircraft time sharing agreement (the "Aircraft Time Sharing Agreement") with Mr. Moelis pursuant to which Group LP from time to time provided Mr. Moelis with transportation services on a non-exclusive basis using the aircraft Group LP leased from Manager pursuant to the Aircraft Lease through August 2014. Under the terms of the Aircraft Time Sharing Agreement, Mr. Moelis reimbursed Group LP for (i) twice the cost of the fuel, oil and other additives consumed, (ii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight, (iii) all travel expenses for pilots and (iv) certain other expenses. Under the Aircraft Time Sharing Agreement, Mr. Moelis was required to reimburse the Company for the maximum amount of reimbursement allowed by applicable Federal Aviation Administration rules. For the year ended December 31, 2014, Mr. Moelis reimbursed Group LP approximately $284,000 pursuant to the Aircraft Time Sharing Agreement.

managing member (Mr. Moelis). The aircraft is used and operated by the Company pursuant to an Aircraft Dry Lease. We, Mr. Moelis and Old Holdings are lessees under the lease. The lessees will pay the lessor monthly rent for the aircraft based on their respective usage. For the year ended December 31, 2014,2015, the Company incurred $337,000$1,248,000 in aircraft lease costs to be paid to Manager. The lessees will generally assume all costs related to the maintenance and operation of the aircraft during the term of the lease. The lessees will bear the risk of loss, theft, confiscation, damage to or destruction to the aircraft. The lessees will also indemnify the lessor and its successors and assigns against

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any losses in connection with the aircraft, subject to certain limitations. The lease will terminate on December 31, 2019, but may be extended by one or more of the lessees at their option. We also entered into a Cost Sharing and Operating Agreement with the other lessees, which provides that each lessee will have exclusive use of the aircraft during the times scheduled by such lessee. The lease payments and fixed operating costs (including, without limitation, insurance premiums, storage and scheduled maintenance) related to the aircraft will be allocated among the lessees based upon their respective use of the aircraft. Each lessee will be responsible for the direct operating costs (including, without limitation, fuel and service charges) for its use of the aircraft and will indemnify the other lessees for any losses arising from such use.

        Moelis & Company granted a license to Mr. Moelis' progeny, under which they have the right to use trademarks incorporating the term "Moelis" for certain purposes, including in connection with financial services activities.

Rights of Partner Holdings and Stockholders Agreement

        We are party to the Stockholders Agreement with Partner Holdings, pursuant to which, for so long as the Class B Condition is satisfied, Partner Holdings has approval rights over the following transactions:

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any incurrence of indebtedness (other than inter-company indebtedness) in excess of $20 million;



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any issuance by us of equity or equity-related securities (other than preferred stock) that would represent, after such issuance or upon conversion, exchange or exercise, as the case may be, at least three percent (3%) of the total voting power of our outstanding shares of Class A common stock (except in certain circumstances);

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the issuance by us of preferred stock;



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any debt or equity investment by us (including any commitment to invest) in an amount greater than $20 million;



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any entry by us into a new line of business that requires a principal investment in excess of $20 million;



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the adoption of stockholder rights plans;



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the appointment or termination of Section 16 officers;



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any amendments to Moelis & Company's amended and restated certificate of incorporation or by-laws;



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any amendments to Group LP's amended and restated limited partnership agreement;



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renaming Moelis & Company;



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the adoption of annual budgets and business plans;



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distributions to stockholders (except in certain circumstances);



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entry into any merger, consolidation, recapitalization, liquidation or sale of Moelis & Company or all or substantially all of its assets or certain similar transactions involving Moelis & Company or entering into any agreement providing therefor (except in certain circumstances);



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voluntarily initiating any liquidation, dissolution or winding up of Moelis & Company or permitting the commencement of a proceeding for bankruptcy, insolvency, receivership or similar action with respect to Moelis & Company or any of its subsidiaries or controlled affiliates;



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the entry into or amendment of certain material contracts;



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the entry into related party transactions;