PROPOSALProposal 1: ELECTION OF DIRECTORSElection of Directors

Our boardBoard of directorsDirectors is currently comprised of five directors. At the Annual Meeting, stockholders will vote to elect as directors of the Company the five nominees named in this proxy statement.Proxy Statement. Each of the directors elected at the Annual Meeting will hold office until the 20222024 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified.

The boardBoard of directorsDirectors has nominated Kenneth Moelis, Eric Cantor, Kenneth L. Shropshire, John A. Allison IV Yolonda Richardson and Kenneth L. ShropshireLaila Worrell 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.

Directors

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

Kenneth Moelis, 64 Chair of the Board of Directors and Chief Executive Officer						Kenneth Moelis is the Chair 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 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.
Eric Cantor, 59 Managing Director, Vice Chair of the Company and Director						Eric Cantor has served as a Managing Director, Vice Chair 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 championed pro-growth solutions including lowering taxes, eliminating excessive regulation, strengthening businesses, and encouraging entrepreneurship. He was also regularly featured in publications focusing on a wide range of topics including both domestic and international matters. Mr. Cantor 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, his extensive experience in public policy, international business and geo-politics and his investment banking experience position him well to serve on our Board of Directors.

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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. Information relating to Mr. Moelis, our Chair and Chief Executive Officer, is set forth above in “Proposal 1: Election of Directors.”

Navid Mahmoodzadegan, 53 Co-President and Managing Director				Navid Mahmoodzadegan is a Co-Founder and has served as Co-President since September 2015 and as a Managing Director of our Company since 2007. Mr. Mahmoodzadegan served as a director of our Company from April 2014 to April 2021. 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 on the Taft School Board of Trustees. Mr. Mahmoodzadegan previously served as Board Chair for the Carlthorp School Board of Trustees and served on the National Board of Directors of JumpStart. 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.
Jeffrey Raich, 56 Co-President and Managing Director				Jeffrey Raich is a Co-Founder and has served as Co-President since September 2015 and as a Managing Director of our Company since 2007. Mr. Raich served as a director of our Company from April 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 Mergers and Acquisitions. Prior to joining UBS, Mr. Raich was a Managing Director and Head of West Coast Mergers and Acquisitions at Donaldson, Lufkin & Jenrette, where he worked from 1996 to 2000. He began his career as an investment banker with PaineWebber in 1989. He is a member of the McIntire School of Commerce Advisory Board at the University of Virginia. He is a Board Member of the UCLA Health System and is also Co-Chair of the Lung Health Advisory Board at UCLA. Mr. Raich also serves on 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.
Elizabeth Crain, 58 Chief Operating Officer				Elizabeth Crain is a Co-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 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 Nokia Corp., Exscientia Ltd., the Graduate Executive Board of The Wharton School and the Board of Trustees of The Windward 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.

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2000. He began his career as an investment banker with PaineWebber in 1989. He is a member of the McIntire School of Commerce Advisory Board at the University of Virginia. He is a Board Member of the UCLA Health System and is also Co-Chair of the Lung Health Advisory Board at UCLA. Mr. Raich also serves on 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.

Eric Cantor has served as a Managing Director, Vice Chairman of the Company and a director of our Company since September 2014. Mr. Cantor, who has more than 25 years of political and business experience, was formerly United States Representative for Virginia’s 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 championed pro-growth solutions including lowering taxes, eliminating excessive regulation, strengthening businesses, and encouraging entrepreneurship. He was also regularly featured in publications focusing on a wide range of topics including both domestic and international matters. Mr. Cantor 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 and geo-politics position him well to serve on our board of directors.

Elizabeth Crain is a Co-Founder and has served as our Chief Operating Officer since 2007, 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 the2023. Our Board of Directors of Exscientia Ltd., the Graduate Executive Board of The Wharton School and the Board of Trustees of The Windward School. Ms. Crain holdsis committed to adding a B.S. from Arizona State University and an M.B.A. from the Wharton School at the University of Pennsylvania.fourth gender diverse independent director.

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 Branch Bank & Trust Company from 1989 to 2008. He also served as a Distinguished Professor of Practice on the faculty of the Wake Forest University Schools of Business from 2009 to 2012. Mr. Allison is a Phi Beta Kappa graduate of the University of North Carolina—Chapel Hill. He received his master’s degree in management from Duke University, and is also a graduate of the Stonier Graduate School of Banking.Director Independence

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

Yolonda Richardson has been a director since January 2019. Ms. Richardson is the Executive Vice President of Global Programs for the Campaign for Tobacco Free Kids and the Global Health Advocacy Incubator, where she leads several initiatives in global health, most notably the Bloomberg Global Initiative to

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 as 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 leading non-profit organizations and international foundations positions her well to serve on our board of directors.

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

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

Controlled Company Status

Prior to February 23, 2021, we were a controlled company under the rules of the New York Stock Exchange (“NYSE”). Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that (i) a majority of the board of directors consist of independent directors and (ii) that the board of directors have compensation and nominating and corporate governance committees composed entirely of independent directors.

As of February 23, 2021, we are no longer a “controlled company” under NYSE rules. Although we have until February 2022 to fully comply, we instituted changes to our corporate governance in accordance with the transition provisions under NYSE rules for 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 and fully independent audit, 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 boardBoard of directorsDirectors has determined that each of John A. Allison IV, Yolonda Richardson and Kenneth L. Shropshire and Laila Worrell 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.22

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

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

Board of Directors Role in Environmental, Social and Governance Matters Oversight

The Board will conduct a periodic review of matters related to environmental, social and governance (“ESG”) (other than within the purview of other committees of the Board), including the overall ESG strategy, sustainability initiatives and stakeholder engagement. The Board will also periodically review and monitor the Company’s policies and initiatives in the areas of diversity and inclusion (other than within the purview of other committees of the Board).

Board Committees

Our boardBoard of directorsDirectors has the authority to appoint committees to perform certain management and administrative functions. Our boardBoard of directorsDirectors has established an audit committee, compensation committeeAudit Committee, Compensation Committee and nominatingNominating and corporate governance committee,Corporate Governance Committee, each of which has the composition and the responsibilities described below. Our boardBoard of directorsDirectors may from time to time establish other committees.

Audit Committee

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

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

member may not, other than in his or her capacity as a member of the board of directors, accept consulting, advisory or other fees from us or be an affiliated person of us. Our boardBoard of directorsDirectors has determined that each of Mr. Allison, Ms. Richardson and Mr. Shropshire and Ms. Worrell qualifies as an independent director pursuant to NYSE rules and Rule 10A-3.

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

Compensation Committee

Prior to February 23, 2021 and for the 2020 compensation year, our compensation committee advised 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 committeeCompensation Committee is responsible for, among other things:

Nominating and Corporate Governance Committee

Our nominatingNominating and governance committee was formed on February 23, 2021 andCorporate Governance Committee advises on identifying individuals qualified to become members of our boardBoard of directors.Directors. The nominatingNominating and corporate governance committeeCorporate Governance Committee is responsible for, among other things:

The members of our nominatingNominating and corporate governance committeeCorporate Governance Committee are Mr. Allison, Mr. Shropshire and Ms. Richardson and Mr. Shropshire.Worrell. From April 19, 2021, our nominatingNominating and corporate governance committeeCorporate Governance Committee has been comprised of entirely independent directors meeting NYSE requirements. JohnMr. Allison is the chairpersonChairperson of the nominatingNominating and corporate governance committee.Corporate Governance Committee.

Our boardBoard of directorsDirectors has adopted a written charter for the nominatingNominating and corporate governance committee.Corporate Governance Committee. The nominatingNominating and corporate governance committee charterCorporate Governance Committee Charter is available in the Corporate Governance section of our Investor Relations website at investors.moelis.com.investors.moelis.com. The charter allows the nominatingNominating and corporate governance committeeCorporate Governance Committee to form and delegate its responsibility to subcommittees of the compensation committeeNominating and Corporate Governance Committee for any purpose it deems appropriate, with certain limits.

Board and Committee Meetings; Annual Meeting Attendance

Between January 1, 20202022 and December 31, 20202022 our boardBoard of directorsDirectors held 10seven meetings, our audit committeeAudit Committee held sixseven meetings, our Compensation Committee held seven meetings and our compensation committeeNominating and Corporate Governance Committee held fivesix meetings. During 2020,2022, each director attended at least 75%all of the total number of meetings of the boardBoard of directorsDirectors and committees on which the director served. The independent directors of the Company regularly meet in executive session with our CEO and without management. Under the corporate governance guidelinesCorporate Governance Guidelines adopted by our boardBoard of directors,Directors, the chairman of the audit committeeLead Independent Director (or in his absence, another independent director designated by him) presides at such executive sessions.

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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.

In considering candidates for nomination, the nominatingNominating and corporate governance committeeCorporate Governance Committee and boardBoard of directorsDirectors take into consideration many factors, including the needs of the boardBoard 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 boardBoard also considers other factors it deems appropriate based on current needs, including specific business and financial expertise currently desired, experience as a public company director, experience overseeing information technology or cybersecurity, gender, age and racial diversity.

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

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

The noticeNotice of nomination should includeNomination Should Include the following information:Following Information:

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

Shareholder Engagement

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

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

Communication with the Board of Directors

Any stockholder or other interested parties who would like to communicate with the boardBoard of directors,Directors, the independent directors as a group or any specific member or members of the boardBoard of directorsDirectors should send such communications to the attention of our General Counsel and Secretary at Moelis & Company, 399 Park Avenue, 5th4th Floor, New York, NY 10022. Communications should contain instructions on which member or members of the boardBoard of directorsDirectors the communication is intended for. Such communications will generally be forwarded to the intended recipients. However, our General Counsel and Secretary may, in his sole discretion, decline to forward any communications that are inappropriate.

Compensation Committee Interlocks

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DIRECTOR COMPENSATIONCompensation Committee Interlocks and Insider Participation

Currently,None of our non-employee directors receive annualexecutive officers currently serves, or has served during the last completed fiscal year, on the compensation of $125,000, which is 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, RSUscommittee 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 non-employee director compensation year begins on July 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 directorsany other entity that has determined to change non-employee director compensation in lightone or more executive officers serving as a member of our peer company non-employee director compensation programs, growthBoard of the Company and the Company’s change to non-controlled company status. Our board of directors has approved thatDirectors or Compensation Committee.

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