UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.                )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

MOELIS & COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

399 PARK AVENUE

54TH FLOOR

NEW YORK, NEW YORK 10022

April 22, 202020, 2021

Dear Stockholder,

We cordially invite you to attend our 20202021 Annual Meeting of Stockholders, to be held on Thursday, June 4, 20203, 2021 at 8:30 a.m. (Eastern Time) at the offices of Moelis & Company located at 399 Park Avenue, 54^th Floor, New York, NY 10022.

The Notice of Annual Meeting of Stockholders and the proxy statement that follow describe the business to be conducted at the meeting.

Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the meeting.

Sincerely,

Kenneth Moelis

Chairman and Chief Executive Officer

399 PARK AVENUE

54TH FLOOR

NEW YORK, NEW YORK 10022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

We are holding our 20202021 annual meeting of stockholders for the following purposes, which are described in more detail in the proxy statement:

Only stockholders of record as of the close of business on April 9, 20207, 2021 will be entitled to attend and vote at the annual meeting.

As permitted by the rules of the Securities and Exchange Commission, we are sending our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) rather than a paper set of the proxy materials. The Notice includes instructions on how to access our proxy materials over the internet, as well as how to request the materials in paper form.

Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the meeting. The Notice includes instructions on how to vote, including by internet and telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions.

Although weWe intend to hold the annual meeting in person, we are monitoringcontinue to monitor the protocols that federal, state and local governments may recommend or require in light of the evolving coronavirus(COVID-19) outbreak. The health and well-being of our team members and our stockholders are paramount. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the meeting in a virtual-only format over the Internet. Any such changes regarding the Annual Meeting will be announced in a press release and the filing of additional proxy materials with the SEC.

By order of the board of directors,

Osamu Watanabe,

General Counsel and Secretary

April 22, 202020, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON JUNE 4, 2020.3, 2021.

The Company’s Proxy Statement and 20192020 Annual Report onForm 10-K

are also available at www.proxyvote.com.

TABLE OF CONTENTS

Although we refer to our website in this Proxy Statement, the contents of our website are not included or incorporated by reference into this Proxy Statement. All references to our website in this Proxy Statement are intended to be inactive textual references only.

PROXY STATEMENT

20202021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 4, 20203, 2021

GENERAL INFORMATION

Moelis & Company is making this proxy statement available to its stockholders on or about April 22, 202020, 2021 in connection with the solicitation of proxies by the board of directors for our 20202021 Annual Meeting of Stockholders to be held on Thursday, June 4, 20203, 2021 at 8:30 a.m. (Eastern Time) at the offices of Moelis & Company, 399 Park Avenue, New York, NY 10022, and any adjournment or postponement of that meeting (the “Annual Meeting”). As a stockholder, you are invited to attend the Annual Meeting and are entitled and encouraged to vote on the proposals described in this proxy statement. On or about April 22, 2020,20, 2021, we mailed our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our 20192020 Annual Report onForm 10-K.

Although Moelis intends to hold the annual meeting in person, Moelis is monitoringcontinues to monitor the protocols that federal, state and local governments may recommend or require in light of the evolving coronavirus(COVID-19) outbreak. The health and well-being of Moelis team members and Moelis stockholders are paramount. As a result, Moelis may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the meeting in a virtual-only format over the Internet. Any such changes regarding the Annual Meeting will be announced in a press release and the filing of additional proxy materials with the SEC.

We are a leading global independent investment bank that provides innovative strategic and financial advice to a diverse client base, including corporations, governments and financial sponsors.

Moelis & Company is a holding company and its only assets are its partnership interests in Moelis & Company Group LP (“Group LP”), its equity interest in the sole general partner of Group LP, Moelis & Company Group GP LLC, and its interests in its subsidiaries. Moelis & Company operates and controls all of the business and affairs of Group LP and its operating entity subsidiaries indirectly through its equity interest in Moelis & Company Group GP LLC.

In this proxy statement, unless the context requires otherwise, the words “Company,” “we,” “us” and “our” refer to Moelis & Company and its subsidiaries, and for periods prior to the reorganization in connection with our initial public offering refer to the advisory business of our predecessor company, Moelis & Company Holdings LP (“Old Holdings”). In the reorganization, Old Holdings was renamed Moelis Asset Management LP. Unless the context requires otherwise, all references herein to “MAM” refer to Moelis Asset Management LP.

Moelis & Company was formed in January 2014 and completed an initial public offering of its Class A common stock in April 2014. Our Class A common stock trades on the New York Stock Exchange under the symbol “MC.”

Below are answers to common questions stockholders may have about the Proxy Materials and the Annual Meeting.

What are the Proxy Materials?

The “Proxy Materials” are this proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2019.2020. If you request printed versions of the Proxy Materials, you will also receive a proxy card.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of materials?

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are furnishing Proxy Materials to many of our stockholders on the internet, rather than mailing printed copies. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive printed copies of the Proxy Materials unless you request them. Instead, the notice will instruct you how to access and review the Proxy Materials on the internet. If you would like printed copies of the Proxy Materials, please follow the instructions on the notice.

What items will be voted on at the Annual Meeting and how does the board of directors recommend that I vote?

There are three proposals to be voted on at the Annual Meeting:

Our amended and restatedby-laws require that we receive advance notice of any proposals to be brought before the Annual Meeting by our stockholders. We have not received any such proposals. We do not anticipate any other matters will come before the Annual Meeting. If any other matter properly comes before the Annual Meeting, the proxy holders appointed by our board of directors will have discretion to vote on those matters.

The board of directors recommends:

Who may vote at the meeting?

Holders of Class A common stock and holders of Class B common stock as of the close of business on April 9, 20207, 2021 (the “Record Date”) may vote at the Annual Meeting.

How many shares may be voted at the Annual Meeting?

Only stockholders of record as of the close of business on the Record Date will be entitled to vote at the Annual Meeting. As of the close of business on the Record Date, there were 53,419,33661,325,544 shares of Class A common stock and 10,397,9154,899,457 shares of Class B common stock entitled to vote.

How many votes do I have?

Holders of our Class A common stock are entitled to one vote for each share held as of the Record Date. Holders of our Class B common stock are entitled to ten votes for each share held as of the Record Date. Holders of our Class A common stock and Class B common stock will vote as a single class on all matters at the Annual Meeting.

What vote is required for each proposal?

For the election of directors, each director must be elected by a plurality of the votes cast. This means that the eightfive nominees receiving the largest number of “for” votes will be elected as directors. We do not have cumulative voting.

The approval, on an advisory basis of the compensation of our named executive officers, the ratification of the Company’s independent registered public accounting firm and any other proposals that may come before the Annual Meeting will be determined by the majority of the votes cast.

As of the Record Date, Moelis & Company Partner Holdings LP (“Partner Holdings”) owned all of our outstanding Class B shares. Partner Holdings is controlled by Kenneth Moelis, our Chairman and Chief Executive Officer. As a result of his beneficial ownership of shares and control of nearly a majority of the voting power of our shares, Mr. Moelis has the effective ability to decide all matters to be voted upon at the Annual Meeting. See “Certain Relationships and Related Person Transactions—Transactions with Our Directors, Executive Officers and 5% Holders—Rights of Partner Holdings and Stockholders Agreement” below.

How are abstentions and brokernon-votes counted?

Abstentions (shares present at the meeting in person or by proxy that are voted “abstain”) and brokernon-votes (explained below) are counted for the purpose of establishing the presence of a quorum, but are not counted as votes cast.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record.If your shares are registered directly in your name with our transfer agent, Computershare, you are a stockholder of record.

Beneficial Owner of Shares Held in Street Name.If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are a beneficial owner of shares held in “street name.” The organization holding your account is considered the stockholder of record. As a beneficial owner, you have the right to direct the organization holding your account on how to vote the shares you hold in your account.

How do stockholders of record vote?

There are four ways for stockholders of record to vote:

How do beneficial owners of shares held in street name vote?

If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions.

Can I change my vote after submitting a proxy?

Stockholders of record may revoke their proxy before the Annual Meeting by delivering to the Company’s General Counsel and Secretary a written notice stating that a proxy is revoked, by signing and delivering a proxy bearing a later date, by voting again via the internet or by telephone or by attending and voting in person at the Annual Meeting.

Street name stockholders who wish to change their votes should contact the organization that holds their shares.

If I hold shares in street name through a broker, can the broker vote my shares for me?

If you hold your shares in street name and you do not vote, the broker or other organization holding your shares can vote on certain “routine” proposals but cannot vote on other proposals. Proposals 1 and 2 are not considered “routine” proposals. Proposal 3 is a “routine” proposal. If you hold shares in street name and do not vote on Proposals 1 and 2 your shares will be counted as “brokernon-votes.”

Who is paying for this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. Members of our board of directors and officers and employees may solicit proxies by mail, telephone, fax, email or in person. We will not pay directors, officers or employees any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks or similar entities representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions.

The Company has engaged D.F. King & Co., Inc. (“D.F. King”) to assist in the solicitation of proxies for the Annual Meeting. The Company will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials, and will pay D.F. King a fee of approximately $20,000, plus reimbursement of out-of-pocket expenses. The address of D.F. King is 48 Wall Street, 22nd Floor, New York, NY 10005. You can call D.F. King at (800) 714-3312 or email at MC@dfking.com.

What do I need to do if I want to attend the meeting?

You will need to provide evidence that you are a stockholder as of the Record Date. This can be a copy of your proxy card or a brokerage statement showing your shares. You should also bring photo identification. If you hold your shares in street name and wish to vote in person at the meeting, you will need to contact the organization that holds your shares in order to obtain a legal proxy from that organization.

We intend to hold the annual meeting in person, we continue to monitor the protocols that federal, state and local governments may recommend or require in light of the evolving coronavirus (COVID-19) outbreak. The health and well-being of our team members and our stockholders are paramount. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the meeting in a virtual-only format over the Internet. Any such changes regarding the Annual Meeting will be announced in a press release and filing with the SEC.

Where can I find voting results?

We will file a Current Report onForm 8-K with the SEC including the final voting results from the Annual Meeting within four business days of the Annual Meeting.

I share an address with another stockholder. Why did we receive only one set of Proxy Materials?

Some banks, brokers and nominees may be participating in the practice of “householding” Proxy Materials. This means that only one copy of our Proxy Materials may be sent to multiple stockholders in your household. If you hold your shares in street name and want to receive separate copies of the Proxy Materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact the bank, broker, or other nominee who holds your shares.

Upon written or oral request, the Company will promptly deliver a separate copy of the Proxy Materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a

separate copy of the Proxy Materials, you can contact our Investor Relations department at(212) 883-3800, investor.relations@moelis.com or 399 Park Avenue, 5th Floor, New York, NY 10022.

Who should I contact if I have additional questions?

You can contact our Investor Relations department at(212) 883-3800, investor.relations@moelis.com or at our principal executive offices at 399 Park Avenue, 5th Floor, New York, NY 10022. Stockholders who hold their shares in street name should contact the organization that holds their shares for additional information on how to vote. If you have any questions about how to vote your shares, you may contact our proxy solicitor at:

D.F. King & Co, Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Call Toll-Free: (800) 714-3312

Banks and Brokers Call: (212) 269-5550

PROPOSAL 1: ELECTION OF DIRECTORS

Our board of directors is currently comprised of eightfive directors. At the Annual Meeting, stockholders will vote to elect as directors of the Company the eightfive nominees named in this proxy statement. Each of the directors elected at the Annual Meeting will hold office until the 20202022 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified.

The board of directors has nominated Kenneth Moelis, Navid Mahmoodzadegan, Jeffrey Raich, Eric Cantor, Elizabeth Crain, John A. Allison IV, Yolonda Richardson and Kenneth L. Shropshire for election at the Annual Meeting. The persons named as proxies will vote to elect each of these nominees unless a stockholder indicates that his or her shares should be withheld with respect to one or more of such nominees.

In connection with our initial public offering, we entered into a stockholders agreement with Partner Holdings, an entity controlled by our Chairman and Chief Executive Officer, Kenneth Moelis, pursuant to which our board of directors is required to nominate individuals designated by Partner Holdings equal to a majority of the board of directors as long as the Class B Condition is satisfied. The designees of Partner Holdings nominated by the board of directors for election at the Annual Meeting are Kenneth Moelis Navid Mahmoodzadegan, Jeffrey Raich,and Eric Cantor, and Elizabeth Crain.Cantor. The stockholders agreement and the Class B Condition are described under “Certain Relationships and Related Person Transactions—Transactions With Our Directors, Executive Officers and 5% Holders—Rights of Partner Holdings and Stockholders Agreement” below. Mr. Moelis’ beneficial ownership of our shares is set forth under “Stock Ownership of Certain Beneficial Owners and Management” below.

In the event that any nominee for director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current board of directors to fill the vacancy. All of the nominees are currently serving as directors and we do not expect that any of the nominees will be unavailable or will decline to serve.

In determining that each director should be nominated forre-election, our board considered his or her service, business experience, prior directorships, qualifications, attributes and skills described in the biography set forth below under “Corporate Governance—Executive Officers and Directors.”

The board of directors recommends that you vote “FOR” each of the director nominees in this Proposal 1.

CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth information regarding our executive officers and directors, including their ages as of the date hereof.

Kenneth Moelisis the Chairman of our Board of Directors and has served as our Chief Executive Officer since 2007. Mr. Moelis has over 30 years of investment banking and mergers and acquisitions experience. Prior to founding our Company, Mr. Moelis worked at UBS from 2001 to 2007, where he was most recently President of UBS Investment Bank and previously Joint Global Head of Investment Banking. Before joining UBS, Mr. Moelis was Head of Corporate Finance at Donaldson, Lufkin & Jenrette, where he worked from 1990 through 2000. Mr. Moelis began his career as an investment banker with Drexel Burnham Lambert in 1981. Mr. Moelis is the Non-Executive Chairman of the Board of the Atlas Crest Entities (as defined in “—Certain Relationships and Related Persons Transactions” below). Mr. Moelis serves on the University of Pennsylvania Board of Trustees, the Wharton Board of Overseers, the Ronald Reagan UCLA Medical Center Board of Advisors and was formerly Chair and Director on the Tourette Association of America Board. 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 Mahmoodzadeganis aCo-Founder and has served asCo-President since September 2015 and as a Managing Director of our Company since 2007. Mr. Mahmoodzadegan has beenserved as a director sinceof our company from April 2014.2014 to April 2021. Mr. Mahmoodzadegan’s expertise are rooted in a deep understanding of the broadcasting, cable, publishing, entertainment, satellite and digital media sectors. 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 and was a member of the UBS Investment Banking Department Americas Executive Committee. 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 serves as Chairman ofon the Carlthorp School Board of Trustees. 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’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 aCo-Founder andCo-President of our Company, he has an extensive understanding of our business, which positions him well to serve on our board of directors.

Jeffrey Raichis aCo-Founder and has served asCo-President since September 2015, as a Managing Director of our Company since 2007. Mr. Raich has beenserved as a director sinceof our company from April 2014.2014 to April 2021. Prior to founding our Company, Mr. Raich worked at UBS from 2001 to 2007 where he was most recently Joint Global Head of

2000. He began his career as an investment banker with PaineWebber in 1989. Mr. RaichHe is a member of the McIntire School of Commerce Advisory Board at the University of Virginia andVirginia. He is a Board Member of the UCLA Health System.System and is also Co-Chair of the Lung Health Advisory Board at UCLA. Mr. Raich also serves on the Marlborough School Board of Trustees and The Posse Foundation National Board of Directors. 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 aCo-Founder and Co-President of our Company, he has an extensive understanding of our business, which positions him well to serve on our board of directors.

Eric Cantorhas 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 7th 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 112th and 113th 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 championedpro-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 holds a B.A. from The George Washington University, a J.D. from The College of William and Mary, and an M.A. from Columbia University.

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

Elizabeth Crainis aCo-Founder and has served as our Chief Operating Officer since 2007, where she leads the firm’s global strategy, infrastructure and business management functions. Ms. Crain served as a director of our company from July 2018 to April 2021. Ms. Crain has been in the investment banking and private equity industries for over 25 years as a banker, principal and operations executive. 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, Manager of the Investment Bank Client Committee, a member of the Investment Bank Board, and previously Chief Operating Officer and Chief Administrative Officer of the UBS Investment Banking Department Americas franchise. Before joining UBS, Ms. Crain was in the private equity industry from 1997 to 2001. She began her career in investment banking in 1988 at Merrill Lynch. Ms. Crain serves on the Board of Directors of Exscientia Ltd., the Graduate Executive Board of The Wharton School and the Board of Trustees of The Windward School and The Royal Academy America and the Dean’s Council of the W. P. Carey School of Business at Arizona State University.School. Ms. Crain holds a B.S. from Arizona State University and an M.B.A. from the Wharton School at the University of Pennsylvania.

Ms. Crain’s experience in management positions in investment banking give the board of directors valuable knowledge and expertise on these matters. Ms. Crain, as Chief Operating Officer, has an extensive understanding of our business and operations, which positions her 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 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

Reduce Tobacco Use. Ms. Richardson joined the Campaign in 2009. From 2008 to 2010, Ms. Richardson served as the President and Founder of Richardson Consulting, a management consulting firm specialized in providing strategic support to nonprofit organizations, foundations, corporate philanthropies, and global development agencies. From 2003 to 2008, Ms. Richardson served as President and CEO of the Centre for Development and Population Activities (CEDPA), which seeks to advance women’s rights and expand their access to health and other services. Prior to CEDPA, Ms. Richardson was a Senior Vice President at Africare from 1999 to 2002 and served onas the Special Counsel for the African Development Foundation — a government-funded granting agency that provides financial support to African NGOs and small businesses to enhance the participation of the poor in the development of their countries. From 1989 to 1999, Ms. Richardson worked at the Carnegie Corporation of New York, a global foundation, where she managed an international grant program focused on improving women’s health programs and promoting improved democracy and governance. Ms. Richardson started her career on Wall Street as a corporate attorney at Cahill Gordon & Reindel. She is a member of the New York State Bar Association and the Council on Foreign Relations. She holds a B.A., summa cum laude, from Dillard University in New Orleans, a Master’s degree in Public Health from Columbia University, and a J.D. from Yale University School of Law.

Ms. Richardson’s senior management and operational experience with leadingnon-profit organizations and international foundations positions her well to serve on our board of directors.

Kenneth L. Shropshirehas been a director since July 2014. Mr. Shropshire is the Adidas Distinguished Professor of Global Sport and CEO of Global Sport Institute at Arizona State University. Mr. Shropshire is the David W. Hauck Professor Emeritus at the Wharton School at the University of Pennsylvania and the former 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. His consulting roles have included work for the NFL, 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.

Joseph Simonhas 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,

Controlled Company Status

Because Mr. Moelis, our Chairman and Chief Executive Officer, holds more than 50% of the voting power of our shares eligiblePrior to vote,February 23, 2021, we arewere a “controlled company”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,

As of February 23, 2021, we intendare no longer a “controlled company” under NYSE rules. Although we have until February 2022 to continuefully comply, we instituted changes to utilize these exemptions.

Theour corporate governance in accordance with the transition provisions under NYSE rules required us to have an audit committee comprised entirelyfor former controlled companies. At present no individual, group or other company holds more than 50% of the voting power in our Company.

On April 19, 2021, Elizabeth Crain, Navid Mahmoodzadegan and Jeff Raich resigned from our Board of Directors. They will each continue in their positions as Co-Presidents and Chief Operating Officer, respectively. With these changes, our Board of Directors has a majority of independent directors within one year of our initial public offering. From February 2015, ourand fully independent audit, committee has been comprised entirely of directors meeting the NYSE audit committee independence requirements.compensation and nominating and corporate governance committees.

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 board of directors has determined that each of John A. Allison IV, Yolonda Richardson and Kenneth L. Shropshire is an “independent director” under applicable NYSE standards and that each such director has no relationships with the Company that would interfere with such director’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 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.

Board of Directors Role in Risk 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 aday-to-day basis, under the oversight of the board and the audit committee. Our Managing Directors and

Our audit committee focuses on oversight of financial risks relating to the company and the compensation committee makes recommendations to the board regarding executive compensation plans and arrangements. The full board keeps itself regularly informed regarding risks overseen by the audit committee through management and committee reports and otherwise.

Board Committees

Our board of directors has the authority to appoint committees to perform certain management and administrative functions. Our board of directors has established an audit committee, compensation committee and a compensationnominating 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 board of directors may from time to time establish other committees.

Audit Committee

Our audit committee oversees our accounting and financial reporting process and the audit of our financial statements and assists our board of directors in monitoring our financial systems and our legal and regulatory compliance. Our audit committee is responsible for, among other things:

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

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. Allison, Ms. Richardson and Mr. Shropshire qualifies as an independent director pursuant to NYSE rules andRule 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 investors.moelis.com.

Compensation Committee

OurPrior to February 23, 2021 and for the 2020 compensation year, our compensation committee advisesadvised on our compensation policies, plans and programs. The compensation committee was responsible for, among other things:

Our board of directors amended the written charter for the compensation committee on February 23, 2021 upon the Company becoming a non-controlled company.

Currently, our compensation committee determines our compensation policies, plans and programs. The compensation committee is responsible for, among other things:

The members of our compensation committee are Mr. Allison, Ms. Richardson and Mr. Shropshire. From February 2015, our compensation committee has been comprised of entirely independent directors meeting NYSE requirements. Ms. Richardson is the chairperson of the compensation committee.

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.

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 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 governance committee was formed on February 23, 2021 and 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, Ms. Richardson and Mr. Shropshire. From April 19, 2021, our nominating and corporate governance committee has been comprised of entirely independent directors meeting NYSE requirements. John 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 compensation committee for any purpose it deems appropriate, with certain limits.

Board and Committee Meetings; Annual Meeting Attendance

Between January 1, 20192020 and December 31, 20192020 our board of directors held seven10 meetings, our audit committee held six meetings and our compensation committee held five meetings. During 2019,2020, each director attended at least 75% of the total number of meetings of the board of directors 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 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.

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 Our Directors, Executive Officers and 5% Holders—Rights of Partner Holdings and Stockholders Agreement” below. Our full board of directors participates in the consideration of other nominees. The board believes that input from all directors in the nominating process enhances the Company’s ability to identify, evaluate and select director nominees. The board believes it is appropriate not to have a nominating committee because the full board effectively performs the functions of a nominating committee.

In considering candidates for nomination, the nominating and corporate governance committee and board of directors takestake 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 ourby-laws, as summarized below.

The notice of nomination should include the following information:

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, 5th 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.

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.

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 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 investors.moelis.com.

DIRECTOR COMPENSATION

PerCurrently, our Corporate Governance Guidelines, our compensation committee and board of directors periodically review the level and form of ournon-employee directors’ compensation. In the last review, the compensation committee recommended, and our board of directors approved, the compensation terms outlined below effective July 1, 2019. Thenon-employee director compensation year begins on July 1 and ends on June 30.Non-employee directorreceive annual compensation of $125,000, which is $125,000 comprised of (i) $40,000 in the form of RSUs (the “RSU Grants”) and (ii) $85,000, which the director may elect to receive in the form of cash, RSUs or a combination thereof. Additionally, the chairperson of the Audit Committee receives $15,000 annually, which the chairperson may elect to receive in the form of cash, RSUs or a combination thereof. The determination to amend ournon-employee director compensation program was basedyear begins on aJuly 1 and ends on June 30.

Per our Corporate Governance Guidelines, our board of directors periodically review the level and form of our non-employee directors’ compensation. Based on the most recent review, our board of directors has determined to change non-employee director compensation in light of our peers’peer company non-employee director compensation structuresprograms, growth of the Company and levels andthe Company’s change to non-controlled company status. Our board of directors has approved that each of our increased revenues and market capitalization since 2014, when we initially set director compensation.

Prior to July 1, 2019, ournon-employee directors receivedreceive annual compensation of $110,000$150,000, which is comprised of (i) $40,000$65,000 in the form of RSU GrantsRSUs (the “RSU Grants”) and (ii) $70,000,$85,000, which the directors had the option todirector may elect to receive in the form of cash, RSUs or a combination thereof. Additionally, auditthe chairperson of each Board committee members received $10,000will receive $20,000 annually, which will be comprised of (i) $5,000 of RSU Grants and (ii) $15,000, which the directors had the option tochairperson may elect to receive in the form of cash, RSUs or a combination thereof. These changes will be effective July 1, 2021.

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 beginning 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 ournon-employee directors in fiscal year 2019.2020.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our named executive officers for the fiscal year ended December 31, 2019,2020, which consist of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers who were serving as executive officers as of December 31, 20192020 (the “NEOs” or “named executive officers”), are as follows:

Performance Highlights

Firmwide performance was a significant factor in determining our named executive officer compensation for 2019.2020. The following are highlights of our 20192020 performance.

Role of Management in Human Capital Management Oversight

We believe that our people are our most valuable asset. Our goal is to attract, retain and develop the best and brightest talent in our industry across all levels. Our management team devotes significant time and resources to training and mentoring our employees. As detailed below, during 2020, we remained committed to fostering diversity, equity and inclusion efforts, as well as executing our Business Continuity Planning (“BCP”) strategy in light of the COVID-19 pandemic and prioritizing the health and safety of our employees.

Diversity & Inclusion

We are dedicated to maintaining an inclusive workplace that promotes and values diversity. We foster a culture of partnership, passion, optimism and hard work through our diversity and inclusion efforts, and look to attract, retain and develop individuals who have that same drive. Moelis & Company is built on a foundation of collaboration, believing that the exchange of diverse ideas enables us to achieve unparalleled outcomes. Our culture was born out of this concept—a culture in which every colleague’s voice is valued and the diversity of our collective perspectives makes us stronger and more effective. As we strive to be a premier destination for talent at all levels, we are focused on recruiting from a diverse pool of candidates and providing training and mentorship along with day-to day opportunities for growth. Our firm-sponsored Employee Networks, launched this year, help us advance our goals by providing networking and professional development support for employees who identify as members of underrepresented groups and their allies.

COVID-19 Responsiveness

During 2020, our experienced management team successfully executed our Business Continuity Planning (“BCP”) strategy. We virtually supported our global clients while essentially all of our employees worked from home under shelter in place restrictions. Our unique culture of collaboration allowed our people to quickly come together to creatively solve client challenges resulting from the COVID-19 pandemic, which lead to record performance during the year. Additionally, our investments in technology and cybersecurity allowed our teams to maintain a high level of productivity across their respective business functions, and without any major process disruption.

We prioritized employee health and safety at the onset of COVID-19 in order to continue to maintain our high levels of employee engagement. Our BCP efforts included:

Key Compensation Practices

The design of our executive compensation program is integral to the implementation of our compensation philosophy. The following chart provides highlights of our 20192020 compensation program.

WHAT WE DO

WHAT WE DON’T DO

How Compensation is Determined

OurIn connection with 2020 compensation, our Chairman and Chief Executive Officer, in consultation with the compensation committee of the board of directors, takestook into account our compensation philosophy and our compensation framework to determine compensation for our named executive officers. Commencing in 2021, we expect compensation of our named executive officers to be determined in accordance with our current compensation committee charter subject to any revisions to the charter approved by our board of directors.

Compensation Philosophy

Our compensation program is designed to align the interests of our named executive officers and other employees with the long-term interests of the firm and its shareholders.

Through our compensation program, we seek to:

Framework to Determine Compensation

In order to implement our compensation philosophy, for 2020 compensation, our Chairman and Chief Executive Officer, in consultation with the compensation committee, took into account the factors listed below in determining compensation of our named executive officers. These factors were used as the framework, together with our compensation philosophy, to guide compensation decisions for our named executive officers and other senior employees of the Company.

Firmwide Performance

In assessing firmwide performance, the Company’s financial performance was evaluated with a focus on the Company’s revenues, operating margins, total shareholder return and capital returns. These metrics were considered on a year over year basis, within the context of the global M&A market and the broader environment in which the Company operates. In addition, the firmwide performance review takes into account strategic initiatives of the Company. Firmwide performance is a substantial factor in assessing NEO compensation levels.

Performance of Our Peers

Our performance relative to the performance of our public company peer financial institutions was considered in determining 20192020 compensation. The companies included in the performance comparison were Evercore Inc., Greenhill & Co., Inc., Houlihan Lokey, Inc., Lazard Ltd and PJT Partners Inc. We have achieved a three year total shareholder return of 19%26% compared to the peer group average of 22%23%, while maintaining a debt free balance sheet.sheet and all through organic growth. In addition, the prior year compensation structure of this peer group, along with third party surveys, is used to gauge pay practices and compensation trends. No specific metrics or targets for our performance relative to these competitors has been set and we do not benchmark compensation against these or any other companies.

Individual Contributions

Key individual performance achievements of each of the named executive officers were considered in determining compensation for 2019.2020. Factors reviewed include each named executive officer’s roles and responsibilities, execution of strategic vision and initiatives, participation in client development and engagement and contributions to revenues.

Risk Management Assessment

The named executive officers manage risk in the Company’s business and the impact to the Company of risk decisions by the named executive officers was taken into account in determining 20192020 compensation.

20192020 Say on Pay Vote

At last year’s Annual Stockholders Meeting, approximately 93%95% of all outstanding votes and approximately 90% of Class A common stock votes cast, supported our compensation program. We believe these results reflect strong stockholder support for ourpay-for-performance linkage and our compensation structure that facilitates it. In this regard, we note that our program has not substantively changed since last year and has remained constant in its implementation methodology and fundamental philosophy.

Overview of Compensation Elements

Base Salary.Salary. Consistent with ourpay-for-performance philosophy, base salary comprises a small portion of our named executive officers’ total annual compensation. Base salaries for each of our named executive officers for 20192020 were $400,000. 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. Base salaries are reviewed annually. We did not increase the base salaries of our named executive officers in 2019.2020.

Annual Variable Incentive Compensation.Compensation.Annual variable incentive compensation comprises a majority of each of our named executive officer’s total compensation. Once the aggregate amount of the incentive compensation award is determined, a portion of the incentive compensation award is allocated in equity, typicallyconsisting of either restricted stock units (“RSUs”) or profits interest units in Moelis & Company Group Employee Holdings LP (“LP Units”), and the remainder is allocated in cash. Annual variable incentive compensation for performance in 20192020 was paid in the first quarter of 2020.2021. For compensation paid in respect of 20192020 performance, at least 50% of each of our named executive officer’s incentive compensation was awarded in the form of RSUs or LP Units, each of which are subject to a five year vesting schedule, in line with our philosophy of aligning our named executive officer interests with creating long-term shareholder value. Annual incentive compensation paid to our named executive officers, including the amount awarded in the form of RSUs or LP Units, is discretionary. We did not provide guaranteed incentive compensation to any of our named executive officers in respect of 20192020 and did not set specific performance targets upon which the annual variable incentive compensation would become payable. The discretionary incentive compensation structure is preferable to a formulaic bonus structure based solely on the achievement of specificpre-established performance targets. Consistent with our compensation philosophy, the discretionary incentive compensation structure provides the flexibility to adjust to market cycles and account for a variety of indicators of firm and individual performance that a formulaic bonus structure does not permit. See footnotes (1), and (2) and (5) to “ — —SummarySummary Compensation Table for 20192020” for a discussion of the variable incentive compensation awarded to each named executive officer in respect of performance in 2019.2020.

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 respect of 2019 (other than the cash award described in the following sentence)2020 are subject to repayment if the officer competes with us within 12 months following termination of employment under certain circumstances,

Process and Timing for Grants of Bonuses and Equity Awards. All annual bonus amounts (whether payable in cash, equity or other deferred compensation) to named executive officers are estimated at the end of December and are finally determined shortly after the end of the fiscal year after annual financial results are finalized. Base salaries are also reviewed at this time. The specific number of shares subject to equity awardsRSUs for named executive officers and the number of Group LP units with respect to 20192020 performance was determined by dividing the dollar value of awarded equity by the average share price, calculated as of the five day trading period from February 6, 202011, 2021 through February 12, 2020.18, 2021.

20192020 Named Executive Officer Compensation

Listed below are the key performance achievements of each of the named executive officers that were considered in determining compensation for 2019.2020.

Ken Moelis

Mr. Moelis provides strategic leadership and vision for the Company, as well as beingoversees global management of the Company and is a majorsignificant contributor to new and existing client relationships. Throughrelationships and transactions. Mr. Moelis’s leadership,Moelis led the Company was involved in some ofcompany through the largestglobal pandemic while targeting growth and most complex transactions around the world in 2019.new business initiatives. Mr. Moelis’ vision and leadership drive the culture of the Company which focuses on collaboration, development of our people, disciplined execution of the business and shareholder value. The Company had revenues of $747$943 million in 2019,2020, the second largest annual revenues in the history of the Company, and attractive returns to shareholders over a three year period. The Company continues to generate excess capital while growing the firm organically and maintaining a healthy balance sheet.

Navid Mahmoodzadegan

Mr. Mahmoodzadegan asCo-President provides significant leadership in both overseeing management of the Company and in cultivating important client relationships. For 2019,2020, our CEO specifically considered Mr. Mahmoodzadegan’s significant and direct contributions to our revenues given the number and size of client mandates that Mr. Mahmoodzadegan was involved with. Our CEO also considered that certain business areas under Mr. Mahmoodzadegan’s leadership our Media, Telecommunications and Technology business meaningfully increased revenues year over year. Inexperienced meaningful growth. Our CEO further considered that under Mr. Mahmoodzadegan’s leadership, in partnership with Mr. Raich, hisCo-President, our global franchise continues to grow and in 20192020 we promoted fiveeight Managing Directors, and we hired six additional Managing Directors. Mr.Directors.Mr. Mahmoodzadegan continues to play an important management role in overseeing risk procedures of the Company including our conflict management. Lastly, our CEO considered the role Mr. Mahmoodzadegan serves in increasing our investor outreach and communications and his role in increasingleading our diversity and inclusion programs.

Jeffrey Raich

Mr. Raich asCo-President provides significant leadership in both overseeing management of the Company and in cultivating important client relationships. Our CEO considered that under Mr. Raich’s leadership, the firm has built a market-leading services franchise and Mr. Raich’s meaningful direct contributions to the Company’s revenues. Our CEO also considered that certain business areas under Mr. Raich’s leadership experienced meaningful growth. Our CEO further considered that under Mr. Raich’s leadership, in partnership with Mr. Mahmoodzadegan, hisCo-President, our global franchise continues to grow and in 20192020 we promoted fiveeight Managing Directors, and we hired six additional Managing Directors. Mr. Raich continues to play an important management role in

Elizabeth Crain

Ms. Crain has responsibility for thedriving business critical decisions and advising on strategic developments and worldwide operations of the Company including the management and oversight of our business activity and personnel and pursuing new strategic opportunities.Company. Our CEO considered Ms. Crain’s critical leadership on criticalthrough Covid-19 crisis management, operational oversight during the global pandemic and strategic and operational decisions, which contributed to the advancement of the firm’s strategic vision and competitive positioning, in determining her compensation. In partnership with theCo-Presidents, Ms. Crain led the expansion of global client coverage capabilities through targeted business development and the recruitment of Managing Directors. In 2019, Ms. Crain led the development of the commercially oriented data analytics initiative, including recruitment of a Chief Data Officer, and recruited global leadership for the firm’s human capital management function. In addition, our CEO considered Ms. Crain’s leadership in critical risk management, expense management, operational programs, and operational programs.leadership development.

Joseph Simon

Mr. Simon as Chief Financial Officer has worldwide responsibility for corporate finance, accounting, tax matters and information technology at the Company. Our CEO considered the overall strength of the Company, and Mr. Simon’s contribution toward the achievement of the Company’s financial goals in determining his compensation. Our CEO also considered Mr. Simon’s leadership and management and oversight of the Moelis Australia strategic alliance and investment and his leadership of the firmwidenon-compensation expense review and reduction program.his contribution to optimizing the impact and response to the global pandemic. Mr. Simon serves as a key contact to the investor and analyst community.

Other Compensation Program Features

No Guarantees

Historically, we have not guaranteed any named executive officer any additional compensation and have not provided any contractual entitlements to severance or additional payments triggered by termination.

Clawback Policies

Restricted stock units are forfeited by our named executive officers in the event of (1) a voluntary termination of employment other than for “good reason” (as defined in the 2014 Omnibus Incentive Plan) or (2) termination by the Company for cause. The cash component of 20192020 annual incentive compensation is subject to certain repayment provisions, including repayment if the officer competes with us within 12 months following termination of employment under certain circumstances. For a detailed discussion of the RSU forfeiture provisions, see “Overview of Compensation Elements” and “Moelis & Company Annual Equity Awards”.

Anti-Hedging Policy

Our named executive officers and other employees are prohibited from hedging or otherwise disposing of the economic risk of ownership of any of our securities owned by them.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on our review and discussion with management, we recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement issued in connection with our Annual Meeting and in ourForm 10-K.

Compensation Committee

Yolonda Richardson (Chair)

John Allison

Ken Shropshire

The information in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filings.

Summary Compensation Table for 20192020

The following table summarizes the total compensation paid to or earned by each of our named executive officers for the periods presented below, under SEC rules.

Grants of Plan-Based Awards in 20192020

The following table summarizes grants of plan based awards to each of our named executive officers in fiscal year 2019.2020.

Moelis & Company Annual Equity Awards

In February 2019, we granted equity incentive awards in the form of RSUs to our Managing Directors, including our named executive officers in respect of 2018 performance. Mr. Moelis received 102,160 RSUs, Mr. Mahmoodzadegan received 117,672 RSUs, Mr. Raich received 57,766 RSUs, Ms. Crain received 20,111 RSUs and Mr. Simon received 17,650 RSUs. These RSUs vest in equal installments on February 23 of each of 2020 through 2024.

In February 2020, we granted equity incentive awards in the form of RSUs to our Managing Directors, including our named executive officers, in respect of 2019 performance. Mr. Moelis received 122,523 RSUs,

equal installments on February 23 of each of 2024 through 2026. The long term incentive RSUs granted to Ms. Crain in February 2021 are designated as non-qualifying equity under the Summary Compensation Table in the proxy statement for our 2021 annual meeting of stockholders.Company’s retirement plan.

Our RSUs and LP Units granted in connection with bonuses are 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 onForm S-8 filed on August 8, 2014.

Each RSU granted to participants 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.

Each LP Unit is intended to qualify as a “profits interest” for federal income tax purposes and is eligible to share in a specified portion of the profits of the Company created after the grant of the profits interest. The LP Units may be redeemed for shares of our Class A common stock after they become vested and a sufficient amount of profits have been allocated to the holders of the LP Units, but in no event earlier than two years following the grant date.

RSUs and LP Units will not vest unless a participant remains in continuous employment or service with us through the applicable vesting date. Except as described in the following paragraphs, and for any qualifying retirement, if the participant’s employment or service with us is terminated for any reason, any unvested RSUs or LP Units 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 and LP Units 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 or LP Units will be forfeited. For purposes of these RSU and LP Unit 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 or LP Units 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 and LP Units will immediately vest.

A retiring officer or employee generally will not forfeit certain qualifying incentive RSUs granted during employment in 2015 and 2016 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, unless such officer or employee waives such retirement arrangements. In December of 2016, the Company amended its retirement policy. A retiring officer or employee generally will not forfeit certain qualifying incentive RSUs granted during employment in 2017 and thereafter if at retirement (i) the officer or employee is at least 56 years old, (ii) has provided at least 5 consecutive years of service to the Company and (iii) such officer’s or employee’s years of service plus age at the time of retirement equals 65, unless such officer or employee waives such retirement arrangements. In each case, any such RSUs will continue to vest on their applicable vesting schedule, subject to noncompetition and other terms.

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.

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 andnon-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 DirectorLock-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 tolock-up agreements (the “Managing Director Lock Up”) and are exchangeable into Class A common stock or cash upon expiration of thelock-up provisions. Since the IPO, we have, from time to time, in connection with publicfollow-on equity offerings, waived the Managing DirectorLock-Up, and pursuant to redemptions, have repurchased Group LP Class A partnership units held by participatingpre-IPO Managing Directors for cash using the proceeds of a follow on public offering of shares of our Class A common stock. The remaining Group LP Class A partnership units held by Managing Directors will become eligible for exchange into Class A common stock or cash on the sixth anniversary of our initial public offering, April 22, 2020, and, once exchanged, such Moelis & Company Class A common stock held by such Managing Directors will become transferable. In order to satisfy the Class B Condition, Mr. Moelis must maintain directly or indirectly ownership of an aggregate of at least 4,458,445 shares of Class A Common Stock and Equivalent Class A Shares (which includes Group LP Class A partnership units and restricted stock units of the Company).

Employment Agreements with Navid Mahmoodzadegan and Jeffrey Raich

We entered into substantially similar employment agreements with Messrs. Mahmoodzadegan and Raich in April 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 andnon-disparagement.

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 DirectorLock-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.

Outstanding Equity Awards at 20192020 Fiscal Year-End

The following table summarizes the outstanding equity awards held by each of our named executive officers as of December 31, 2019.2020.

Options Exercised and Stock Vested in 20192020

The following table summarizes options granted and stock vested in fiscal year 20192020 for our named executive officers.

The following table describes the potential incremental payments and benefits to which our NEOs would be entitled upon retirement, disability, death or a change in control. All calculations in this table are based on an assumed termination date of December 31, 2019.2020.

Other Compensation Arrangements

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.

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.

Assessment of Risk of Our Compensation Program

Our compensation program is designed to discourage excessive risk taking. The base salary component of compensation does not encourage risk taking because it is a fixed amount and a relatively small percentage of total compensation. Bonuses for our employees are based an assessment of a variety of quantitative and qualitative factors, including appropriate risk management. A substantial portion of bonuses for our managing directors, including our named executive officers, are paid in equity to align their interests with shareholders and the long-term objectives and success of the firm.

CEO Pay Ratio

Pursuant to Item 402(u) of RegulationS-K, presented below is the total compensation of our median employee, the annual total compensation of our CEO, and the ratio of those two values:

This reflects analysis of our global workforce of 875903 employees as of December 31, 2019.2020. We did not include independent contractors in our determination.

In orderWe have determined to identify ouruse the same median employee we ranked each of our employees (other than our CEO) based on 2019 awarded compensation. For this purpose, 2019 awarded compensation was comprised of each employee’s (i) base salary or wages earned during 2019, (ii) annual cash bonus (if any) paid in respect of 2019 performance, and (iii) equity incentive awards (if any) granted in 2020 in respect of 2019 performance.

Onceas we identified for purposes of this disclosure in the immediately preceding year. We determined that it was appropriate to use the same median employee because there have been no changes in our employee population or employee compensation arrangements that would significantly impact our pay ratio determinations.

For purpose of this disclosure, we determined that individual’sthe medina employee’s annual total compensation for 2020 in accordance with the requirements of Item 402(c) of RegulationS-K consistent with the calculation of the 20192020 annual total compensation of our CEO as reported in the Summary Compensation Table in this Proxy Statement.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.The information disclosed in this section was developed and is provided solely to comply with specific, new legal requirements. We do not use this information in managing our company.Company.

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act and Exchange Act Rule14a-21(a), we are including in the Proxy Statement a separate resolution to approve, in anon-binding, stockholder advisory vote, the compensation paid to our named executive officers as disclosed on page 23. This vote represents our firstnon-binding,26. stockholder advisory vote on executive compensation.

While the results of the vote arenon-binding and advisory in nature, we intend to consider the results of this vote in making future compensation decisions.

The language of the resolution is as follows:

“RESOLVED, that the compensation paid to the company’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.”

In considering their vote, stockholders are encouraged to read the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure included in this proxy statement.

Our Board of Directors recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers.

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 9, 2020.7, 2021. 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 53,419,33661,325,544 shares of Class A common stock and 10,397,9154,899,457 shares of Class B common stock outstanding on the Record Date.

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

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, 2017 to which we were a party or will be a party required to be disclosed under Item 404 ofRegulation S-K, in which:

Transactions with Our Directors, Executive Officers and 5% Holders

Agreements with Kenneth Moelis

On August 30, 2014, Moelis & Company Manager LLC (the “Manager”) acquired a new aircraft with funds received solely from its managing member (Mr. Moelis). The aircraft is used and operated by the Company pursuant to an Aircraft Dry Lease entered into on July 12, 2019, which replaces the initial Aircraft Dry Lease entered into on September 23, 2014 between Manager, Mr. Moelis and the Company (the “2014 Lease”). The parties to the 2014 Lease determined to enter into the new Aircraft Dry Lease in anticipation of the expiration of the 2014 Lease on December 31, 2019. We and Mr. Moelis 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, 2019, the Company incurred $1,674,000 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 any losses in connection with the aircraft, subject to certain limitations. The lease will terminate on December 31, 2022, but may be extended by one or more of the lessees at their option. We also entered into a new Cost Sharing and Operating Agreement on July 12, 2019 with Mr. Moelis to replace the existing Cost Sharing and Operating Agreement. The new agreement 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.

RSUs granted to Mr. Moelis as compensation in fiscal years 2016, 2017 and 2018 were designated asnon-qualifying equity for purposes of the Company’s retirement policy at the time of grant. There are currently 155,169166,008 unvested RSUs remaining from the original grants, including dividend equivalents issued in respect of the original grants (collectively, the “Designated Awards”). In December 2018, the Company determined to waive thenon-qualifying designation and redesignate the Designated Awards as qualifying equity for purposes of the Company’s retirement policy. As a result of the redesignation, upon a qualifying retirement, the Designated Awards will not be forfeited; the Designated Awards will continue to vest in accordance with their terms and subject to the qualifications and limitations (including potential forfeiture) under the Company’s applicable retirement policy. For a description of the Company’s retirement policies see the section entitled “—Moelis & Company Annual Equity Awards.” As a result of the redesignation, the Company recognized $4.3 million of

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:

The effect of the agreement is that Partner Holdings may maintain control over our significant corporate transactions even if it holds less than a majority of the combined total voting power of our shares of Class A and Class B common stock.

OurThe 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. Partner Holdings is an entity controlled by our Chairman 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, because we are no longer a “controlled company” under NYSE rules, Partner Holdings has indicated that it will not designate the nominees to our board of directors required to satisfy NYSE independence requirements, including the requirement to have independent directors constitute a majority of our board of directors.

The “Class B Condition” is defined as Mr. Moelis satisfying all of the following conditions:

(i) he maintains directly or indirectly ownership of an aggregate of at least 4,458,445 shares of Class A common stock of Moelis & Company and Equivalent Class A Shares (as defined below), subject to customary adjustments, which represent approximatelyone-third of his ownership immediately following our initial public offering;

(ii) he maintains directly or indirectly beneficial ownership (as defined below) of at least five percent (5%) of the Class A common stock of Moelis & Company (calculated, without duplication, on the basis that all issued and outstanding Group LP Class A partnership units not held by Moelis & Company or its subsidiaries had been exchanged for shares of Class A common stock of Moelis & Company);

(iii) he has not been convicted of a criminal violation of a material U.S. federal or state securities law that constitutes a felony or a felony involving moral turpitude;

(iv) he is not deceased; and

(v) his employment agreement has not been terminated in accordance with its terms because of a breach of his covenant to devote his primary business time and effort to the business and affairs of the Company and its subsidiaries or because he suffered an “incapacity” (i.e., order of incompetence or of insanity or permanent physical incapacity).

“Equivalent Class A Shares” means, on any date, the number of shares of Class A common stock represented by any shares, units, interests, options, warrants, evidence of indebtedness, stock awards or other securities or awards which by their terms are directly or indirectly convertible into, exchangeable for, exercisable for or pursuant to which the holder is entitled to receive shares of Class A common stock, whether immediately, only after the passage of time or only after the satisfaction of conditions and notwithstanding any right to pay cash in lieu of shares of Class A common stock.

“Beneficial ownership” has the same meaning given to it in Section 13(d) under the Exchange Act and the rules thereunder, except that a person will be deemed to have “beneficial ownership” of all securities that person has the right to acquire, whether the right is exercisable immediately, only after the passage of time or only after the satisfaction of conditions and notwithstanding any right to pay cash in lieu of such securities.

After the Class B Condition ceases to be satisfied, for so long as the Secondary Class B Condition is satisfied, Partner Holdings will have certain approval rights over the following transactions:

After the Class B Condition ceases to be satisfied, for so long as the Secondary Class B Condition is satisfied, our board of directors will nominate individuals designated by Partner Holdings equal to one quarter of the board of directors.

For so long as either the Class B Condition or the Secondary Class B Condition is satisfied, Partner Holdings will retain the right to remove any director previously designated by it.

The “Secondary Class B Condition” is defined as Mr. Moelis satisfying all of the following conditions:

Employment Agreement with Eric Cantor

We entered into an employment agreement with Mr. Cantor pursuant to which he serves as the Vice Chairman of Group LP and a Managing Director. The employment agreement provides that Mr. Cantor 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.

The employment agreement provides that upon a voluntary termination of Mr. Cantor’s employment other than for good reason, he will not compete with us for 90 days following the date of such termination. In addition, the employment agreement provides that Mr. Cantor will not solicit Group LP’s employees, independent contractors, consultants, service providers or suppliers for one year following termination of his employment for any reason (except for certain employees who joined in connection with Mr. Cantor). The agreement also includes restrictions relating to confidentiality, intellectual property andnon-disparagement.

For calendar year 2015, in addition to other compensation and pursuant to the employment agreement, we paid to Mr. Cantor $400,000 in incentive RSUs, payable in equal quarterly installments (the “Quarterly RSUs”). For fiscal years 2016 through 2019, Mr. Cantor was granted annually $400,000 in Quarterly RSUs as part of his annual discretionary incentive compensation. The Quarterly RSUs generally have the same vesting schedule as incentive RSUs granted to other Managing Directors. The remaining unvested Quarterly RSUs will be forfeited if we terminate Mr. Cantor’s employment for cause or if Mr. Cantor terminates his employment other than (i) for good reason or (ii) after the second anniversary of the grant date, to take a full-time elected or appointed position in federal government, state government, or a national political party.

Transactions with Moelis Asset Management LP