J. Richard Leaman III Joseph Simon, 64 Chief Financial Officer			53		Managing Director, Vice Chairman Joseph Simon has served as our Chief Financial Officer since 2010. Prior to joining our Company, Mr. Simon served as Chief Financial Officer of the CompanyFinancial Security Assurance from 2002 to 2010. Prior to joining Financial Security Assurance, Mr. Simon served as Chief Financial Officer of IntraLinks and DirectorTENTV.com from 2000 to 2002. Prior to that, Mr. Simon worked at Cantor Fitzgerald where he served as Chief Financial Officer, Global Controller and Global Head of Operations from 1993 to 1999. Before joining Cantor Fitzgerald, Mr. Simon was a Fixed Income Product and Legal Entity Controller at Morgan Stanley from 1986 to 1993. He began his career at Price Waterhouse from 1983 to 1986. Mr. Simon holds a B.S. from Cornell University and an M.B.A. from The University of Michigan. He is a Certified Public Accountant.
	John A. Allison IV
67		Director
Dr. Yvonne Greenstreet			53		Director
Kenneth L. Shropshire			61		Director
	Elizabeth Crain			51		Chief Operating Officer
Joseph Simon			57		Chief Financial Officer
Osamu R. Watanabe,			55		62 General Counsel and Secretary				Osamu R. Watanabe has served as our General Counsel and Secretary since 2011. Prior to joining our Company in 2010, he was General Counsel and Chief Compliance Officer of Sagent Advisors from 2009 to 2010. Prior to joining Sagent Advisors, Mr. Watanabe held senior legal positions at UBS from 2002 to 2009, Credit Suisse First Boston from 2001 to 2002 and Donaldson, Lufkin & Jenrette from 1997 to 2001. From 1987 to 1997, Mr. Watanabe was in private practice at Sullivan & Cromwell in New York, Tokyo, Hong Kong and Melbourne. Prior to that, he clerked for the Honorable Morey L. Sear, Eastern District of Louisiana. Mr. Watanabe holds a B.A. from Antioch College and a J.D. from Yale Law School (1985).

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Mr. Moelis serves as our Chair and Chief Executive Officer in accordance with the terms of his employment agreement. As Mr. Moelis is the Chairmanfounder, Chief Executive Officer and among the largest shareholders of the Company, we believe that combining the roles of Chair of the Board and Chief Executive Officer encourages focused, strategic leadership.

Under our Corporate Governance Guidelines, the Board of Directors does not require the separation of the offices of the Chair of the Board and the Chief Executive Officer. If at any time the Chair is not an independent director, then the Board of Directors will elect a Lead Independent Director. Our Board of Directors periodically reviews its leadership structure.

In February 2022, on the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors voted to update our Corporate Governance Guidelines to add the role of Lead Independent Director to our Board leadership structure. Effective March 1, 2022, Ken Shropshire was elected our Lead Independent Director. Mr. Shropshire is an independent director and has servedactive board member and also serves as the Chair of our ChiefAudit Committee.

The specific duties and responsibilities of the Lead Independent Director include the following:

Meetings and Executive Officer since 2007. Mr. Moelis has over 30 yearsSessions

Liaison with the Chair and Management

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In early 2023, we successfully added Ms. Worrell to our Board in line with our Board’s decision in 2022 to increase the size of the Tourette Syndrome Association andBoard from five to six members with four independent directors. Following Ms. Richardson’s recent decision to resign from our Board in March 2023 due to professional obligations, our Nominating & Corporate Governance Committee has commenced a process to fill the Boardfourth independent director seat by the end of Governors of Cedars Sinai Hospital. Mr. Moelis holds a B.S. and an M.B.A. from the Wharton School at the University of Pennsylvania.

        Mr. Moelis' knowledge of and extensive experience in investment banking and the financial services industry give the board of directors valuable industry-specific knowledge and expertise on these and other matters. In addition, as our Founder and Chief Executive Officer, he has an unparalleled understanding of our business and operations, which positions him well to serve on our board of directors.

Navid Mahmoodzadegan is a Co-Founder and has served as Co-President since September 2015 and as a Managing Director of our Company since 2007. Mr. Mahmoodzadegan has been a director since April 2014. Prior to founding our Company, Mr. Mahmoodzadegan worked at UBS from 2001 to 2007, where he was most recently Global Head of Media Investment Banking. Before joining UBS, Mr. Mahmoodzadegan was an investment banker at Donaldson, Lufkin & Jenrette from 1995 to 2001. He began his career as an attorney with Irell & Manella. Mr. Mahmoodzadegan is a member of the Harvard Law School Dean's Leadership Council of Southern California. He holds an A.B. with Highest Distinction from the University of Michigan (Phi Beta Kappa) and a J.D. from Harvard Law School, magna cum laude. Mr. Mahmoodzadegan serves on the Carlthorp School Board of Trustees and the National2023. Our Board of Directors of Jumpstart.is committed to adding a fourth gender diverse independent director.

        Mr. Mahmoodzadegan's knowledge of and extensive experience in investment banking and the financial services industry give the board of directors valuable industry specific knowledge and expertise on these and other matters. In addition, as a Co-Founder and Co-President of our Company, he has an extensive understanding of our business and operations, which positions him well to serve on our board of directors.

Table of ContentsDirector Independence

Jeffrey Raich is a Co-Founder and has served as Co-President since September 2015 and Managing Director and Head of Mergers and Acquisitions of our Company since 2007. Mr. Raich has been a director since April 2014. Prior to founding our Company, Mr. Raich worked at UBS from 2001 to 2007 where he was most recently Joint Global Head of Mergers and Acquisitions. Prior to joining UBS, Mr. Raich was a Managing Director and Head of West Coast Mergers and Acquisitions at Donaldson, Lufkin & Jenrette, where he worked from 1996 to 2000. He began his career as an investment banker with PaineWebber in 1989. Mr. Raich is a member of the McIntire School of Commerce Advisory Board at the University of Virginia and a Board Member of the UCLA Health System. Mr. Raich also serves on the Marlborough School Board of Trustees. He holds a B.S. in Commerce with Distinction from the McIntire School of Commerce at the University of Virginia.

        Mr. Raich's knowledge of and extensive experience in investment banking and the financial services industry give the board of directors valuable industry specific knowledge and expertise on these and other matters. In addition, as a Co-Founder and Co-President of our Company, he has an extensive understanding of our business and operations, which positions him well to serve on our board of directors.

Eric Cantor has served as a Managing Director, Vice Chairman of the Company and a director of our Company since September 2014. Mr. Cantor, who has more than 25 years of political and business experience, was formerly United States Representative for Virginia's 7^th Congressional District and U.S. House Majority Leader. He served in the U.S. House of Representatives from 2001 to 2014. He was elected by his colleagues in the House to serve as the Majority Leader for the 112^th and 113^th Congresses where he led the public policy agenda for the House. During his time in office, Mr. Cantor was a leading voice on the economy, job creation and policies focused on improving the lives of the American middle class. He championed pro-growth solutions including lowering taxes, eliminating excessive regulation, strengthening businesses, and encouraging entrepreneurship. He was also regularly featured in publications focusing on a wide range of topics including both domestic and international matters. Mr. Cantor received his undergraduate degree from The George Washington University, his law degree from The College of William and Mary, and his master's degree from Columbia University in New York.

        Mr. Cantor's knowledge of public and economic policy and extensive experience in public policy, business and geo-politics position him well to serve on our board of directors.

J. Richard Leaman III has served as Vice Chairman of our Company since September 2015 and previously served as Managing Partner since 2012. Mr. Leaman has been a director since April 2014. Prior to joining our Company in 2010 as a Managing Director, Mr. Leaman worked at UBS from 1997 to 2010, most recently as Chairman of UBS Investment Bank's Investment Banking Division and previously as Global Head of Investment Banking, Joint Global Head of Investment Banking, Global Head of Mergers and Acquisitions, as well as Co-Head of Healthcare Banking at Dillon, Read & Co. Inc., which was acquired by UBS in 1997. Before joining Dillon, Read & Co. Inc., Mr. Leaman was an investment banker at Smith Barney, Harris Upham & Co. Incorporated from 1986 to 1992. Mr. Leaman is a member of the Board of Visitors for the Fuqua School of Business. Mr. Leaman holds a B.A. from Duke University and an M.B.A. from the Fuqua School of Business at Duke University.

        Mr. Leaman's knowledge of and extensive experience in investment banking and the financial services industry give the board of directors valuable industry-specific knowledge and expertise on these and other matters. In addition, as a Vice Chairman and former Managing Partner of our Company, he has an extensive understanding of our business and operations, which positions him well to serve on our board of directors.

John A. Allison IV has been a director since October 2015. Mr. Allison is Executive in Residence at Wake Forest School of Business and Chairman of the Executive Advisory Council of the Cato Institute's Center for Monetary and Financial Alternatives, and a member of the Cato Institute's Board of Directors. Mr. Allison was president and CEO of the Cato Institute from October 2012 to April 2015. Mr. Allison served as the Chief Executive Officer of BB&T Corporation from 1989 to 2008. Mr. Allison was also a

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director of BB&T Corporation from 1986 to 2014, serving as Chairman from 1989 to 2008, and a Branch Bank & Trust Company director from 1986 to 2008 and 2013 to 2014. Mr. Allison served as Chairman and Chief Executive Officer of Branch Bank & Trust Company from 1989 to 2008. He also served as a Distinguished Professor of Practice on the faculty of the Wake Forest University Schools of Business from 2009 to 2012. Mr. Allison is a Phi Beta Kappa graduate of the University of North Carolina—Chapel Hill. He received his master's degree in management from Duke University, and is also a graduate of the Stonier Graduate School of Banking.

        Mr. Allison's knowledge of and extensive experience with finance, banking and investments, in addition to his years of experience and expertise as a senior corporate executive and public company board member, position him well to serve on our board of directors.

Dr. Yvonne Greenstreet has been a director since February 2015. Dr. Greenstreet served as Senior Vice President and Head of Medicines Development for Pfizer from 2011 to 2013 and was a member of the Specialty Business global executive team. Prior to Pfizer, Dr. Greenstreet was at GlaxoSmithKline from 1992 to 2010, most recently as Senior Vice President and Chief of Strategy for Research and Development and a member of the corporate portfolio management board. Dr. Greenstreet is a member of the Board of Directors of Pacira Pharmaceuticals, a pharmaceutical company that develops products for postsurgical pain control, a member of the Board of Directors of Advanced Accelerator Applications, a radiopharmaceutical company that develops diagnostic and therapeutic products, and a member of the Board of Directors of Indivior, a pharmaceutical company that develops products to treat addiction. She is also a member of the Scientific Advisory Committee of the Bill and Melinda Gates Foundation. Dr. Greenstreet holds a Bachelor of Medicine, Bachelor of Surgery from the University of Leeds, United Kingdom, and an M.B.A. from INSEAD, France.

        Dr. Greenstreet's significant experience in senior management roles at public companies and her experience as a board member position her well to serve on our board of directors.

Kenneth L. Shropshire has been a director since July 2014. Mr. Shropshire is the David W. Hauck Professor at the Wharton School at the University of Pennsylvania and the Faculty Director of its Wharton Sports Business Initiative. Mr. Shropshire joined the Wharton faculty in 1986 specializing in sports business and law and served as Chairman of the Wharton School's Legal Studies and Business Ethics department from 2000 to 2005. Mr. Shropshire is Special Counsel to the global law firm Duane Morris LLP where he practices corporate law with a concentration in sports and business law. He is also a consultant to the owner of the Miami Dolphins and a consultant to the National Football League, where he assists the organization in expanding its player development and social impact program, and he currently leads the research efforts of the Major League Baseball On-Field Diversity Task Force. His consulting roles have also included work for the NCAA, the NFL Players Association and USA Track and Field, and he was an executive on the organizing committee for the 1984 Los Angeles Olympic Games. Mr. Shropshire was previously a member of the board of directors of Peace Players International and Valley Green Bank in Philadelphia and a trustee of the Women's Sports Foundation. He is a former president of the Sports Lawyers Association, the largest such organization in the world, and Program Chair of the ABA Forum Committee, Sports Law Section. Mr. Shropshire is the author of numerous books and articles on the business of sports. He holds an A.B. in economics from Stanford University and a J.D. from Columbia Law School.

        Mr. Shropshire's knowledge of corporate and business law and his extensive experience with business law and ethics, negotiation and dispute resolution, position him well to serve on our board of directors.

Elizabeth Crain is a Co-Founder and has served as our Chief Operating Officer since 2007. Prior to founding our Company, Ms. Crain worked at UBS from 2001 to 2007, where she was most recently a Managing Director in the UBS Investment Bank Office of the CEO and President and previously Chief Operating Officer and Chief Administrative Officer of the UBS Investment Banking Department Americas. Before joining UBS, Ms. Crain was a principal at Morgan Stanley Capital Partners from 1997 to

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2000. She began her career in investment banking in 1988 at Merrill Lynch. Ms. Crain holds a B.S. from Arizona State University and an M.B.A. from the Wharton School at the University of Pennsylvania.

Joseph Simon has served as our Chief Financial Officer since 2010. Prior to joining our Company, Mr. Simon served as Chief Financial Officer of Financial Security Assurance from 2002 to 2010. Prior to joining Financial Security Assurance, Mr. Simon served as Chief Financial Officer of IntraLinks and TENTV.com from 2000 to 2002. Prior to that, Mr. Simon worked at Cantor Fitzgerald where he served as Chief Financial Officer, Global Controller and Global Head of Operations from 1993 to 1999. Before joining Cantor Fitzgerald, Mr. Simon was a Fixed Income Product and Legal Entity Controller at Morgan Stanley from 1986 to 1993. He began his career at Price Waterhouse from 1983 to 1986. Mr. Simon holds a B.S. from Cornell University and an M.B.A. from The University of Michigan. He is a Certified Public Accountant.

Osamu R. Watanabe has served as our General Counsel and Chief Compliance Officer since 2011. Prior to joining our Company in 2010, he was General Counsel and Chief Compliance Officer of Sagent Advisors from 2009 to 2010. Prior to joining Sagent Advisors, Mr. Watanabe held senior legal positions at UBS from 2002 to 2009, Credit Suisse First Boston from 2001 to 2002 and Donaldson, Lufkin & Jenrette from 1997 to 2001. From 1987 to 1997, Mr. Watanabe was in private practice at Sullivan & Cromwell in New York, Tokyo, Hong Kong and Melbourne. Prior to that, he clerked for the Honorable Morey L. Sear, Eastern District of Louisiana. Mr. Watanabe holds a B.A. from Antioch College and a J.D. from Yale Law School (1985).

Controlled Company Status

        Because Mr. Moelis, our Chairman and Chief Executive Officer, holds more than 50% of the voting power of our shares eligible to vote, we are a "controlled company" under the rules of the New York Stock Exchange ("NYSE"). Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including the requirements that (i) a majority of the board of directors consist of independent directors and (ii) that the board of directors have compensation and nominating and corporate governance committees composed entirely of independent directors. For at least some period, we intend to continue to utilize these exemptions.

        The NYSE rules required us to have an audit committee comprised entirely of independent directors within one year of our initial public offering. From February 2015, our audit committee has been comprised entirely of directors meeting the NYSE audit committee independence requirements.

Director Independence

        The board of directors has reviewed its composition, the composition of its committees and the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. The boardBoard of directorsDirectors has determined that each of John A. Allison IV, Dr. Yvonne Greenstreet and Kenneth L. Shropshire and Laila Worrell is an "independent director"“independent director” under applicable NYSE standards and that each such director has no relationships with the Company that would interfere with such director'sdirector’s exercise of independent judgment in carrying out his responsibilities as a director of the Company.

Board of Directors Leadership Structure

 Under our Corporate Governance Guidelines, the board of directors does not require the separation of the offices of the chairman of the board and the chief executive officer. These guidelines provide that the board of directors shall be free to choose its chairman in any way that it deems best for the Company at any given point in time. The board of directors periodically reviews its leadership structure and may make

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changes in the future. The Company's employment agreement with Kenneth Moelis provides that Mr. Moelis is the Company's Chief Executive Officer and the Chairman of its board of directors.22

Board of Directors Role in Risk Oversight and Succession Planning Oversight

We are exposed to a number of risks, and we regularly identify and evaluate these risks and our risk management strategy. Management is principally responsible for identifying, evaluating and managing the risks on a day-to-day basis, under the oversight of the boardBoard and the audit committee.Audit Committee. Our Managing Directors and certain business committees of our Managing Directors are responsible for various aspects of risk management associated with our business, and our executive officers have the primary responsibility for enterprise-wide risk management. Our Chief Operating Officer, Chief Financial Officer and General Counsel work closely with our Managing Directors, our management and operations teams (including our finance and accounting, and legal and compliance, human capital management and information technology and security teams) and our outsourced internal audit function to monitor and manage risk. Our executive officers meet with the audit committeeAudit Committee at least four times a year in conjunction with a review of our quarterly and annual periodic SEC filings to discuss important risks we face, highlighting any new risks that may have arisen since they last met.face. Our executive officers also meet periodicallyregularly with the boardBoard to discuss important risks we face.face, including without limitation, those related to information security. Our Audit Committee focuses on oversight of financial risks relating to the company and the Compensation Committee determines named executive officer compensation plans and arrangements. The boardfull Board keeps itself regularly informed regarding risks overseen by the Audit Committee through management and committee reports and otherwise.

The Board will annually evaluate succession planning with respect to the CEO and the executive officers. In addition, the Company’s emergency succession plan is reviewed by the Board (or a committee designated by the Board) at least annually.

Board of directors' administrationDirectors Role in Environmental, Social and Governance Matters Oversight

The Board will conduct a periodic review of risk oversight has no impact on its leadership structure.matters related to environmental, social and governance (“ESG”) (other than within the purview of other committees of the Board), including the overall ESG strategy, sustainability initiatives and stakeholder engagement. The Board will also periodically review and monitor the Company’s policies and initiatives in the areas of diversity and inclusion (other than within the purview of other committees of the Board).

Board Committees

Our boardBoard of directorsDirectors has the authority to appoint committees to perform certain management and administrative functions. Our boardBoard of directorsDirectors has established an audit committeeAudit Committee, Compensation Committee and a compensation committee,Nominating and Corporate Governance Committee, each of which has the composition and the responsibilities described below. We do not currently have a separately designated nominating committee. Our boardBoard of directorsDirectors may from time to time establish other committees.

Audit Committee

Our audit committeeAudit Committee oversees our accounting and financial reporting process and the audit of our financial statements and assists our boardBoard of directorsDirectors in monitoring our financial systems and our legal and regulatory compliance.

Our audit committeeAudit Committee is responsible for, among other things:

•

appointing, compensating and overseeing the work of our independent auditors, including resolving disagreements between management and the independent registered public accounting firm regarding financial reporting;



•

approving engagements of the independent registered public accounting firm to render any audit or permissible non-audit services;



•

reviewing the qualifications and independence of the independent registered public accounting firm;



•

reviewing our financial statements and related disclosures and reviewing our critical accounting policies and practices;



•

reviewing the adequacy and effectiveness of our internal control over financial reporting;



•

establishing procedures for the receipt, retention and treatment of accounting and auditing related complaints and concerns;



•

preparing the audit committee report required by SEC rules to be included in our annual proxy statement;



•

reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements and our publicly filed reports; and

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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 committeeAudit Committee complies with the applicable requirements of the NYSE and SEC rules and regulations.

        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. From July 2014 to February 2015, theThe members of our audit committee were Stephen F. Bollenbach, KennethAudit Committee are Mr. Shropshire, and Jeffrey Raich. Mr. Raich was replaced by Dr. Yvonne Greenstreet in February 2015. From February 2015 to July 2015, our audit committee was comprised of three entirely 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.and Ms. Worrell. Since November 2015, our audit committeeAudit Committee has been comprised of three entirely independent directors as defined under NYSE rules. Mr. Allison isand Ms. Worrell are our audit committeeAudit Committee financial expert,experts, as defined under SEC rules.

Mr. Shropshire is the chairpersonChairperson of our audit committee.Audit Committee.

Our boardBoard of directorsDirectors has considered the independence and other characteristics of each member of our audit committee. Audit committeeCommittee. Audit Committee members must satisfy the NYSE independence requirements and additional independence criteria set forth under Rule 10A-3 of the Exchange Act.Act of 1934 (the “Exchange Act”). In addition, the NYSE requires that, subject to specified exceptions, including certain phase-in rules, each member of a listed company'scompany’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 of directors, accept consulting, advisory or other fees from us or be an affiliated person of us. Our boardBoard of directorsDirectors has determined that each of Mr. Allison, Dr. GreenstreetMr. Shropshire and Mr. ShropshireMs. Worrell qualifies as an independent director pursuant to NYSE rules and Rule 10A-3.

Our boardBoard of directorsDirectors has adopted a written charter for the audit committee.Audit Committee. The audit committee charterAudit Committee Charter is available in the Corporate Governance section of our Investor Relations website at http://investors.moelis.com.investors.moelis.com.

Compensation Committee

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

•

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



•

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



•

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



•

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



•

administering our equity compensation plans for our employees and directors.

 From July 2014 to February 2015,

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The members of our compensation committee were Stephen F. Bollenbach, J. Richard Leaman III and Kenneth L. Shropshire. Mr. Leaman was replaced by Dr. Yvonne Greenstreet in February 2015. Mr. Bollenbach resigned from the board of directors in July 2015.Compensation Committee are Mr. Allison, was appointed a member of the compensation committee upon election to the board of

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directors in November 2015.Mr. Shropshire and Ms. Worrell. From February 2015, our compensation committeeCompensation Committee has been comprised of entirely independent directors meeting NYSE requirements. Ms. Worrell is the Chairperson of the Compensation Committee.

As permitted under the 2014 Omnibus Incentive Plan, the boardBoard 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.

        Our board of directors has adopted a written charter for the compensation committee. The compensation committee charterCompensation Committee Charter is available in the Corporate Governance section of our Investor Relations website at http://investors.moelis.com.investors.moelis.com. The charter allows the Compensation Committee to form and delegate its responsibility to subcommittees of the Compensation Committee for any purpose it deems appropriate, with certain limits.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee advises on identifying individuals qualified to become members of our Board of Directors. The Nominating and Corporate Governance Committee is responsible for, among other things:

The members of our Nominating and Corporate Governance Committee are Mr. Allison, Mr. Shropshire and Ms. Worrell. From April 19, 2021, our Nominating and Corporate Governance Committee has been comprised of entirely independent directors meeting NYSE requirements. Mr. Allison is the Chairperson of the Nominating and Corporate Governance Committee.

Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee Charter is available in the Corporate Governance section of our Investor Relations website at investors.moelis.com. The charter allows the Nominating and Corporate Governance Committee to form and delegate its responsibility to subcommittees of the Nominating and Corporate Governance Committee for any purpose it deems appropriate, with certain limits.

Board and Committee Meetings; Annual Meeting Attendance

Between January 1, 20152022 and December 31, 2015,2022 our boardBoard of directorsDirectors held eightseven meetings, our audit committeeAudit Committee held eightseven meetings, our Compensation Committee held seven meetings and our compensation committeeNominating and Corporate Governance Committee held twosix meetings. During 2015,2022, each director attended at least 75%all of the total number of meetings of the boardBoard of directorsDirectors and committees on which the director served. The independent directors of the Company regularly meet in executive session with our CEO and without management. Under the corporate governance guidelinesCorporate Governance Guidelines adopted by our boardBoard of directors,Directors, the chairman of the audit committeeLead Independent Director (or in his absence, another independent director designated by him) presides at such executive sessions.

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Under our corporate governance guidelines,Corporate Governance Guidelines, directors are expected to attend the Company'sCompany’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 chairmanChair of the boardBoard of directors.Directors. All of our directors attended our 20152022 annual meeting.

Board Evaluation

Our Board and each committee conduct an annual self-evaluation, which is overseen by our Nominating and Corporate Governance Committee.

Director NominationQualifications and Nominating 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 boardNominating and Corporate Governance Committee and Board of directors takesDirectors take into consideration many factors, including the needs of the boardBoard and the candidate'scandidate’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 boardBoard 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, experience overseeing information technology or cybersecurity, gender, age and racial diversity.

Our full Board of Directors participates in the consideration of nominees to our Board of Directors other than as set forth below. The board does not have a formal policy regarding diversity; however, the boardBoard believes that it is importantrecommendations from the Nominating and Corporate Governance Committee and input from all directors in the nominating process enhances the Company’s ability to identify, evaluate and select director nominees. In addition, the Stockholders Agreement provides that our Board of Directors will nominate individuals designated by Partner Holdings equal to a majority of the board be comprisedBoard 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. Partner Holdings is an entity controlled by our Chair and Chief Executive Officer, Kenneth Moelis, and the designees of Partner Holdings nominated by the Board of Directors for election at the Annual Meeting are currently Kenneth Moelis and Eric Cantor. Although the Class B Condition is satisfied, Partner Holdings has notified the Company that Partners Holdings will not designate a third nominee to our Board of Directors. This is because the Company, which is no longer a “controlled company” under NYSE rules, is required to satisfy NYSE independence requirements, including the requirement to have independent directors constitute a majority of our Board of Directors. See “Certain Relationships and Related Person Transactions—Transactions with diverse backgrounds, viewpointsOur Directors, Executive Officers and experiences.5% Holders—Rights of Partner Holdings and Stockholders Agreement”.

The boardBoard of directorsDirectors 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.

TableThe Notice of ContentsNomination Should Include the Following Information:

 The notice of nomination should include the following information:

•

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



•

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



•

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,



•

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,



•

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,



•

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,



•

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



•

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.

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The notice must be accompanied by the nominee'snominee’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'sCompany’s General Counsel and Secretary at the Company'sCompany’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'sCompany’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“Additional Information—Procedures for Submitting Stockholder Proposals."”

When the Company or the boardBoard of directorsDirectors 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.

Shareholder Engagement

In 2022, we engaged with unaffiliated shareholders representing approximately 72% of the outstanding Class A shareholders at the time. In our meetings with shareholders, we primarily discussed feedback on our executive compensation program, financial performance, talent/human capital management updates, among other matters.

We remain committed to having an open dialogue with shareholders, which allows us to better appreciate our shareholders’ perspective. Our senior management frequently meets with our shareholders during conferences, sell-side sponsored group meetings, and other ad-hoc interactions. We carefully consider their feedback while evaluating key business decisions. Finally, our investor presentation, and other relevant shareholder information can be found on our website at investors.moelis.com. The information on our website is not incorporated into this Proxy Statement.

Communication with the Board of Directors

Any stockholder or other interested parties who would like to communicate with the boardBoard of directors,Directors, the independent directors as a group or any specific member or members of the boardBoard of directorsDirectors should send such communications to the attention of our General Counsel and Secretary at Moelis & Company, 399 Park Avenue, 5^th4th Floor, New York, NY 10022. Communications should contain instructions on which member or members of the boardBoard of directorsDirectors 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

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Corporate Responsibility

Moelis was founded in 2007 on the tenets of trust, partnership and commitment to long-term relationships and we remain true to these values in delivering differentiated advice to our clients, attracting and developing exceptional talent and maintaining a diverse, inclusive, innovative and agile culture. We are focused on integrating these values into all facets of our executive officers currently serves, or has served during the last completed fiscal year,business.

In 2022, we released our inaugural Sustainability Report, which addresses how environmental, social and governance factors are incorporated in our guiding principles and commitment to our stakeholders. Our 2022 Sustainability Report is available on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a memberInvestor Relations section of our boardwebsite at www.moelis.com. We will continue to evaluate our corporate sustainability and provide updates in future reports. Below are highlights of directors orour approach to our people and environmental sustainability.

Our People

Our people are critical to the success of Moelis. Investing in our people allows us to best serve our clients and generate long-term value for our shareholders. To this end, our goal is to attract, retain and develop top talent in our industry across all levels. We devote significant time and resources to training and mentoring our employees, striving to foster a collaborative environment, and attracting and retaining talent that is passionate about our business and culture.

As detailed below, during 2022, we remained committed to investing in our most valuable asset by cultivating diverse recruitment practices, developing our talent and prioritizing the health and well-being of our employees.

Diversity & Inclusion

We are dedicated to maintaining an inclusive workplace that promotes and values diversity. As a global firm, we are committed to building a workforce with diversity of thought and perspective that are representative of the range of clients we advise around the world. We are focused on creating an inclusive environment and attracting and retaining the brightest and most talented individuals from diverse backgrounds to create a platform for collaboration, employee engagement and innovation. Our ability to provide a rewarding career path in an environment focused on collaboration that brings together diverse perspectives and experiences results in best in class advice for our clients. Our commitment to uphold a culture of respect and inclusion is driven by our executive leadership and our Board of Directors.

Recruiting Programs

With nearly 50% of our Managing Directors having been promoted internally, we believe it is important to invest early by recruiting a diverse group of high performing individuals to elevate our culture and business strategy at all levels of the firm. We recruit from the world’s leading undergraduate and graduate programs and have developed partnerships with a variety of associations and diversity groups which have resulted in the hiring of analysts and associates into all of our global offices. Institutions and associations participating in these partnerships include BLK Capital Management Group, Out4Undergrads, Morehouse College and Sponsors for Educational Opportunity (SEO) in the UK. In addition, through our pipeline talent programs, including our flagship Leadership Development Program, Moelis Experience Programs and Rise Above Diversity Fellowship, we provide targeted coaching, development and networking opportunities for new graduates in underrepresented groups.

Employee Networks

In keeping with our firm culture of inclusion, collaboration and talent development, our Employee Networks provide an important opportunity for an exchange of ideas and relationship building among employees who

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identify as part of underrepresented groups and their allies. These firm-sponsored and employee-driven networks create a framework for global connectivity and idea sharing while advancing our culture, work quality and employee fulfilment. Our firm also supports diverse communities through volunteerism, fundraising efforts and partnerships. We support more than 40 employee selected nonprofit organizations around the world.

Developing our Talent

Developing our people means investing in the long-term success of the Firm. To this end, we devote significant time and resources to training and mentoring our employees. We strive to develop our brightest and most ambitious junior professionals into productive Managing Directors who provide best in class services to our clients.

Moelis Academy

With the launch of Moelis Academy in 2021, we significantly expanded the educational opportunities and resources for our employees. Through this initiative, employees can improve their technical, communication and leadership skills, and in turn, advance the Moelis culture, work quality and overall employee fulfilment. We continue to build our resource offerings through Moelis Academy to provide continued opportunities for development and growth.

Collaborative Culture

We reinforce our culture of partnership and collaboration by bringing together multifaceted deal teams across products and geographies. In addition, we ensure our junior professionals receive transaction experience across a wide range of products and industries. We believe this exposure enhances the investment banking experience and allows our developing talent to refine their proficiency in a broad variety of corporate finance matters at an early stage in their career.

We provide ongoing feedback and formally review performance on an annual basis, which allows us to both recognize employee contributions and continue to identify and invest in areas of targeted development and professional growth.

Our compensation committee.approach and philosophy incentivizes employees to work collaboratively across products and geographies. Our top performers provide clients with the best of our expertise and creates an open knowledge forum for their peers.

Environmental Guidelines

In 2021, we adopted our Environmental Guidelines. We endeavor to implement efficiencies and environmental sustainability in our business practices and seek to operate our office footprint and daily operations more efficiently. We will continue to monitor our progress as we move forward in our corporate citizenship journey to reduce our environmental impact.

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.investors.moelis.com. We expect that any amendment to the code, or any waivers of its requirements, will be disclosed on our website.

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Corporate Governance Guidelines

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

DIRECTOR COMPENSATION
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.

 Our

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Director Compensation

In 2022, each of our non-employee directors receive annual compensation of $110,000$150,000, which is comprised of (i) $40,000$65,000 in the form of RSUs (the "RSU Grant"“RSU Grants”) and (ii) $70,000,$85,000, which the director may elect to receive in the form of cash, RSUs or a combination thereof. Additionally, auditthe Chairperson of each Board committee membersand the Lead Independent Director will receive $10,000$20,000 annually, which is comprised of (i) $5,000 of RSU Grants and (ii) $15,000, which the Chairperson or Lead Independent Director, as applicable, may elect to receive in the form of cash, RSUs or a combination thereof.

In connection with our recent Director search, we reviewed our Director’s compensation relative to comparable awards at companies across all industries and our independent advisor peer group. In February of 2023, the Compensation Committee and Board of Directors unanimously approved to increase annual director compensation to $200,000, which is comprised of (i) $100,000 in the form of RSU Grants and (ii) $100,000, which the director may elect to receive in the form of cash, RSUs or a combination thereof. The Chairperson and Lead Independent Director compensation described above remains unchanged.

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 betweenbeginning 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 boardBoard 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
Analysis

Our named executive officers for the fiscal year ended December 31, 2015,2022, which consist of our Chief Executive Officer, our Chief Financial Officer and our twothree other most highly compensated executive officers who were serving as executive officers as of December 31, 2015,2022 (the “NEOs” or “named executive officers”), are as follows:

•

Kenneth Moelis, Chairman

•

Kenneth Moelis, Chair and Chief Executive Officer;

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Navid Mahmoodzadegan, Co-President, Managing Director;

•

Jeffrey Raich, Co-President, Managing Director;

•

Elizabeth Crain, Chief Operating Officer; and

•

Joseph Simon, Chief Financial Officer.

Performance Highlights

Our compensation program is designed to align the interests of our named executive officers and Chief Executive Officer;



•

Navid Mahmoodzadegan, Co-President, Managing Directorother employees with the long-term interests of the Firm and director;its shareholders. Firmwide performance was a significant factor in determining our named executive officer compensation for 2022. The following are highlights of our 2022 performance:

Revenue and



•

Jeffrey Raich, Co-President, Business Environment

•

Despite the challenging business environment, we reported our second highest year of annual revenues in 2022 on both a GAAP and Adjusted basis. Our total 2022 annual GAAP revenues were $985.3 million and our 2022 Adjusted revenues were $970.2 million, down 38% from record 2021 Adjusted revenues(1).

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The decrease in our Adjusted revenues in 2022 compares to a 24%(2) decrease in the number of globally completed M&A transactions greater than $100 million, as compared to 2021.

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The decrease in our Adjusted revenues in 2022 also compares to a 45%(3) decrease in leveraged loan and high yield debt issuance and a 60%(4) decrease in global equity issuance, as compared to 2021.

•

We advised on many of the largest and most complex transactions globally, demonstrating the continued momentum in our business. Select transactions include:

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Financial advisor to the consortium led by Todd Boehly and Clearlake Capital Group, L.P. on the acquisition of Chelsea Football Club

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Exclusive financial advisor to Republic Services on its $2.2bn acquisition of U.S. Ecology

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Exclusive financial advisor to Biogen on its ~$2.3 billion sale of its equity stake in the Samsung Bioepis JV to Samsung Biologics

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Lead financial advisor to Ambac on its $88 billion Restructuring

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Financial advisor to Mallinckrodt on its $8.6 billion Restructuring

Talent

•

We continued to execute on our long-term growth strategy through internal promotion and external hiring.

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Profitability Measures

Shareholder Returns

The results of this year served to guide and director.

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CEO 2022 Total Awarded Compensation

The CEO’s total awarded annual compensation for the 2022 performance cycle is consistent with our pay-for-performance philosophy and our focus on closely aligning executive compensation with long-term shareholder value creation demonstrated by granting 95.5% of Contentsthe CEO’s total awarded annual compensation as equity.