For the financial year ended 31 March 2025
Introduction and Scope
The Financial Conduct Authority’s (“FCA”) Prudential Sourcebook for MiFID Investment Firms (“MIFIDPRU”) within the FCA Handbook, sets out the detailed prudential requirements that apply to Hamilton Lane (UK) Limited (“the Firm”, “HLUK”, “we”). Chapter 8 of MIFIDPRU (“MIFIDPRU 8”) sets out the public disclosure rules and guidance with which the Firm must comply.
HLUK is classified as a Small and Non-Interconnected (“SNI”) MIFIDPRU investment firm. As such, the Firm is required by MIFIDPRU 8 to disclose information regarding its remuneration policy and practices.
The purpose of these disclosures is to give stakeholders and market participants an insight into the Firm’s culture and to assist stakeholders in making more informed decisions about their relationship with the Firm.
Governance Arrangements
HLUK’s Board and senior management are responsible for governance and oversight of the entity’s activities, including the implementation and periodic review of the Firm’s systems and controls. As an SNI firm, HLUK does not maintain a UK Remuneration Committee. Instead, remuneration governance is exercised by the Hamilton Lane global Compensation Committee which sits at the Firm’s parent company level, Hamilton Lane Advisors L.L.C. which is comprised of senior US and non-US executives. The Compensation Committee meets regularly to review headcount, compensation plans, strategy, benefits, promotions and annual bonus awards. The firm’s Chief Risk Officer sits on the Compensation Committee, ensuring risk management oversight on remuneration decisions.
HLUK aims to prevent conflicts of interest regarding its remuneration practices through various safeguards built into its remuneration policy. Employees are not remunerated on the basis of the performance of the business unit that they work for, and policies prohibit acceptance of gifts of material value. The Firm’s Compliance function is independent of the business units that the function oversees and is remunerated based on overall firm profitability, independent of the performance of individual business units.
Remuneration Policy and Practices
HLUK’s remuneration framework is designed to be consistent with, and to promote, sound and effective risk management, and is aligned with HLUK’s business strategy, objectives, values and long-term interests.
As an SNI firm, HLUK maintains Own Funds to meet or exceed the highest of the Permanent Minimum Requirement (PMR) and the Fixed Overheads Requirement (FOR), in accordance with MIFIDPRU. HLUK adopts a conservative approach to capital management, retaining profits at the Firm level to ensure a significant buƯer above regulatory minimum. Variable remuneration pools are determined as a percentage of operating income before bonus expense and/or product profitability, ensuring the variable remuneration pools scale with performance and do not constrain HLUK’s ability to maintain or strengthen its capital base. Quantitative details on HLUK’s Own Funds composition and levels are contained in the Firm’s audited financial statements. Where not disclosed herein, HLUK will make such quantitative information available in accordance with MIFIDPRU 8 when required.
Remuneration comprises fixed and variable components with the fixed component representing a sufficiently high proportion of total remuneration to allow a fully flexible policy on variable remuneration, including zero variable remuneration where warranted. As seniority increases, a greater proportion of remuneration is delivered through long-term, performance-aligned equity and other awards relative to short-term cash. The principal schemes applicable to HLUK personnel are as follows:
- Discretionary Variable Bonus. A bonus pool which is determined by the Hamilton Lane global Compensation Committee and is based on a percentage of consolidated group operating income before bonus expense. Individual awards reflect firm performance, role, and individual performance, assessed annually through performance reviews.
- Restricted Interests (Restricted Stock). Granted under the Hamilton Lane Incorporated Equity Incentive Plan and vest generally in equal annual installments over a number of years for senior-level employees, aligning employee incentives with long-term firm and shareholder value.
- Long-Term Incentive Plan (Performance-Based Restricted Stock). Granted on an ad hoc basis to align employee interests with those of the firm, subject to vesting and performance conditions.
- Carried Interest. A long-term compensation programme for eligible investment and certain client-facing staff, funded typically by a percentage of carried interest generated by Hamilton Lane’s carry eligible products, and paid to employees only where products achieve profitability after clients receive their share.
Deferral and vesting arrangements are used to align incentives with sustained performance and risk outcomes, with vesting horizons across deferred compensation, equity shares and carried interest typically in the range of four to seven years. HLUK has determined, applying proportionality due to its SNI status, to dis-apply strict application of certain remuneration instrument requirements, while maintaining long-term alignment through equity and carried interest structures.
Ex-post risk adjustment is embedded through the design of variable pools that scale with profitability and through the Compensation Committee’s discretion to adjust pools, including to zero, in weak or loss-making performance or extraordinary circumstances. The firm prohibits personal hedging strategies or remuneration- or liability-related insurance contracts that could undermine risk alignment.
HLUK typically does not offer guaranteed variable remuneration other than in limited cases to facilitate recruitment within the first year of service or to buy out previous employer deferrals on a case-by-case basis, consistent with the Code. Early termination payments, where made, are structured to comply with the MIFIDPRU Remuneration Code and reflect performance, risk and the public interest.
Quantitative Remuneration Disclosures
HLUK will disclose, in accordance with MIFIDPRU 8 and proportional to its SNI status, aggregate quantitative information on remuneration awarded for each financial year including fixed and variable remuneration paid to its employees. All figures are presented in USD, the reporting currency of the firm’s audited financial statements.
Performance Year ending 31 March 2025:
Fixed remuneration: $12,779,012
Variable remuneration: $6,884,133
Total remuneration: $19,663,144