Moelis & Company (NYSE: MC) filed a Form 8-K on July 1, 2025 announcing the election of Thorold Barker as an independent director, effective the same day. The Board confirmed that Barker meets both NYSE independence standards and SEC Rule 10A-3 criteria and immediately appointed him to all Board committees.
Under the firm’s standard non-employee director program, Barker will receive total annual compensation of $200,000, split between (i) $100,000 in cash and/or Class A shares at his discretion and (ii) $100,000 in fully vested Restricted Stock Units that will settle two years after grant (initial grant settles no later than 60 days after July 1, 2026). He will also be reimbursed for reasonable meeting expenses and has executed the company’s customary indemnification agreement.
The company furnished a press release as Exhibit 99.1 under Item 7.01 but disclosed no financial results, strategic transactions, or other material events.
Director Laila Worrell of Moelis & Co (MC) received multiple Restricted Stock Unit (RSU) grants as dividend equivalents on June 20, 2025. The transactions include:
- 2023 Annual RSUs: Acquired 28.86 units, bringing total holdings to 2,540.35 units
- 2024 Annual RSUs: Acquired 22.89 units, total holdings now 2,014.62 units
- 2024 Elective RSUs: Acquired 3.14 units, total holdings reached 276.52 units
All RSUs represent the right to receive one share of Class A Common Stock. These grants were issued as dividend equivalents on previously awarded RSUs from July 2023 and July 2024. The dividend equivalent RSUs will vest simultaneously with their underlying RSU awards. All securities are held directly by the reporting person.
Director Kenneth Shropshire of Moelis & Co (MC) received multiple restricted stock unit (RSU) grants as dividend equivalents on June 20, 2025. The transactions include:
- 2,661.12 units of 2023 Annual RSUs, issued as dividend equivalents on RSUs originally granted July 3, 2023
- 2,110.26 units of 2024 Annual RSUs, issued as dividend equivalents on RSUs originally granted July 1, 2024
- 62.37 units of 2024 Elective RSUs, issued as dividend equivalents on RSUs originally granted July 1, 2024
Each RSU represents the right to receive one share of Class A Common Stock. All dividend equivalent RSUs will vest concurrently with their underlying RSU grants. These transactions represent standard dividend equivalent distributions rather than new equity compensation awards, maintaining the director's alignment with shareholder interests.
Christopher Callesano, Chief Financial Officer of Moelis & Co (NYSE: MC), received multiple dividend equivalent Restricted Stock Units (RSUs) on June 20, 2025. The transactions include:
- 4.95 units of 2020 Incentive RSUs
- 8.57 units of 2021 Incentive RSUs
- 20.25 units of 2022 Incentive RSUs
- 18.55 units of 2023 Incentive RSUs
- 18.5 units of 2024 Incentive RSUs
These RSUs represent dividend equivalents on previously unvested RSUs granted between 2021-2025. Each RSU provides the right to receive either one share of Class A common stock or cash equivalent upon settlement, at the company's discretion. The dividend equivalent RSUs will vest concurrently with their underlying unvested RSUs. The transaction was executed under regular conditions, not subject to Rule 10b5-1 trading arrangements.