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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
 
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 2019
Hamilton Lane Incorporated
(Exact Name of Registrant as specified in its charter)
Delaware
 
001-38021
 
26-2482738
(State or other jurisdiction of incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
One Presidential Blvd.,
4th Floor
 
 
 
 
Bala Cynwyd,
PA
 
 
 
19004
(Address of principal executive offices)
 
 
 
(Zip Code)
 
(610) 934-2222 
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share
 
HLNE
 
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

After 22 years of dedicated service with Hamilton Lane Incorporated (the “Company”) and Hamilton Lane Advisors, L.L.C., Randy M. Stilman notified the Company on December 27, 2019 of his intent to retire from his roles as Chief Financial Officer and Treasurer at the Company, effective January 6, 2020. Mr. Stilman will remain employed with the Company into 2020 to assist with transition matters. The Company deeply appreciates his service and commitment and wishes him well.

In connection with the transition, the Company announced on January 2, 2020 its appointment of Atul Varma as Chief Financial Officer and Treasurer, effective January 6, 2020.

Mr. Varma, 46, joins the Company from BNY Mellon Wealth Management, an affiliate of the Bank of New York Mellon Corporation and a provider of wealth advice across investments, banking, custody and wealth and estate planning, where he served as Chief Financial Officer from September 2010 to April 2014 and then as Head of Business Strategy from March 2014 to September 2018. During his tenure at BNY Mellon Wealth Management, Mr. Varma led strategic partnerships with other large financial services firms to expand services, was responsible for digital strategy, including implementing a new CRM system, led mergers and acquisitions and managed the finance department and overhauled its reporting system to improve the accuracy, relevance and timeliness of information. Prior to joining BNY Mellon, Mr. Varma served as Chief Financial Officer of various divisions of Bank of America Corporation’s Global Wealth and Investment Management group between 2005 and 2010 and as Vice President, Corporate Financial Planning & Analysis at Citigroup, Inc. from 2000 to 2005. He received a B.S. in Accounting from Binghamton University and an M.B.A. from Columbia University, is a chartered financial analyst and a certified public accountant.

Mr. Varma is a party to an offer letter with the Company, which specifies his compensation and benefits. Pursuant to the offer letter, Mr. Varma will be entitled to: (i) an annual base salary of $325,000; (ii) a bonus for fiscal 2021 service of up to 200% of his base salary, 20% of which will be comprised of shares of restricted stock awarded under the Company’s 2017 Equity Incentive Plan, as amended, vesting in four equal annual installments, and discretionary bonuses for subsequent years of service; and (iii) participation in the Hamilton Lane Advisors, L.L.C. 2016 Carried Interest Plan, as amended and restated. Mr. Varma will also receive relocation assistance and a $50,000 cash sign-on bonus. The relocation assistance and sign-on bonus must be repaid to the Company in full in the event he resigns or is terminated by the Company for cause or misconduct within the first 12 months of his start date. In addition, Mr. Varma is entitled to participate in the Company’s health and welfare plans on the same terms offered to all plan participants, subject to existing waiting and eligibility periods. The foregoing description of the offer letter is qualified in its entirety by reference to the full text of the offer letter, a copy of which is filed as Exhibit 10.1 and is incorporated by reference in this Current Report on Form 8-K.

There is no arrangement or understanding between Mr. Varma and any other persons or entities pursuant to which he has been appointed as Chief Financial Officer and Treasurer, and there is no family relationship between Mr. Varma and any directors or executive officers of the Company. Mr. Varma is not currently engaged, and has not during the last fiscal year been engaged, in any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed. Mr. Varma entered into the Company’s standard form of confidentiality and non-disclosure agreement and is expected to enter into the Company’s standard form of indemnification agreement as well.

A copy of the press release announcing the retirement of Mr. Stilman and the appointment of Mr. Varma is attached as Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
Description
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
HAMILTON LANE INCORPORATED
 
 
Date: January 2, 2020
 
 
 
 
By:
 /s/ Lydia A. Gavalis
 
 
Name:
Lydia A. Gavalis
 
 
Title:
General Counsel and Secretary


Exhibit 10.1

November 25, 2019

Atul Varma

PERSONAL & CONFIDENTIAL

Dear Atul,

It is my pleasure to confirm to you Hamilton Lane’s offer of employment for the position of Chief Financial Officer, located in our Bala Cynwyd, PA corporate headquarters.

This offer is contingent upon your successful completion of a background check, D&O questionnaire and agreement to our standard confidentiality and non-solicitation agreement, which questionnaire and confidentiality agreement are attached to this letter.

Your salary will be $325,000 annually. Your performance will be reviewed on an annual basis.

Your supervisor will be Mario Giannini, Chief Executive Officer.

Your start date will be January 6, 2020.

Assuming you are still employed by the company, and not in a period of notice at the time bonuses are paid out, your bonus to be received in March, 2021, is targeted to be up to 200% of your base salary, prorated for the percentage of the calendar year you work, less applicable taxes. 20% of your March 2021 bonus will be comprised of restricted equity shares of the Company. For future years, assuming you meet or exceed the expectations and requirements of the role, and you are still employed by the company at the time bonuses are paid out, and not in a period of notice, you will be eligible to receive a discretionary annual bonus. The amount of which will be determined as a function of company performance and your personal performance and will be comprised of cash and restricted interests in the company. The percent of your bonus in shares will be determined by the Hamilton Lane Incorporated 2017 Equity Incentive Plan, as amended. All equity awards are granted in accordance with the Hamilton Lane Incorporated 2017 Equity Incentive Plan, as amended, and are subject to formal approval by our board of directors. Under the Hamilton Lane Incorporated Equity Incentive Plan, as amended, interests will vest 25% annually such that all of the interests will be vested after four years, assuming your continued employment with the Company, and you not being in a period of notice on each of the vesting dates.

You will be eligible to participate in Hamilton Lane Advisors L.L.C. 2019 Carried Interest Plan, through a grant of 0.5 up to 1 point, subject to board approval.

Upon acceptance of this offer of employment, you will be eligible for a sign-on payment of $50,000, less applicable taxes. The sign-on bonus will be included in your first pay and is subject to the terms and conditions of the Sign-on Bonus Repayment Agreement. The agreement states that in the event that you voluntarily resign employment from Hamilton Lane, or if your employment with Hamilton Lane is involuntarily terminated by Hamilton Lane for cause or misconduct, within the first 12 months after your start date, then you will repay to Hamilton Lane 100% of your sign-on bonus.

In addition, you will receive relocation assistance, in an amount to be determined. Such assistance is also subject to a 12 month repayment agreement.



You will be entitled to participate in our standard employee benefit programs (subject to existing waiting and eligibility periods). These currently include health, dental, life insurance, disability insurance, 401(k) retirement plan, tuition reimbursement, and flexible spending accounts.

Please note, you will be automatically enrolled in the Hamilton Lane 401(k) retirement plan, with a six percent (6%) deferral rate unless you “Opt Out” or complete the enrollment process by selecting the deferral rate of your choice within the first 3 months of employment.  Each year on April 1st, your deferral will be increased by 1% unless you turn off auto escalation or it maxes out at 10%. The investment election for automatically enrolled deferrals is in the Target Retirement Fund specific to your target retirement year. You should also be aware that once you are enrolled in the Plan you may change your investment elections or deferral percentage.

You will be eligible for 18 days of Paid Time Off (“PTO”) per calendar year. PTO accrues monthly beginning after the completion of one month of service. A maximum of 5 days of accrued and unused PTO may be carried over to the next calendar year and must be used within the first quarter of that year. You will also be eligible for 3 sick days per calendar year and 2 Volunteer Time Off days per year.
 
This position is considered an exempt position for purposes of federal wage-hour law, which means that you will not be eligible for overtime time pay for hours actually worked in excess of 40 in a given workweek.

As an employee of Hamilton Lane, you have the right to terminate the employment relationship at any time and Hamilton Lane also retains the right to terminate the employment relationship at any time, with or without cause.

On your first day, you will be provided with additional employment materials for review and completion.

We look forward to working with you and are confident that you will find the environment at Hamilton Lane stimulating, challenging, and rewarding.

Please acknowledge your receipt of this letter and your acceptance of this offer under the terms outlined above by signing a copy of this letter and returning it to me.

Sincerely,

/s/ Alice Lindenauer
                                                                                            
Alice Lindenauer, Global Human Resources

Acknowledged and accepted:
/s/ Atul Varma
/
December 2, 2019
 
Atul Varma
 
Date


Exhibit 99.1

Atul Varma to Join Hamilton Lane as Chief Financial Officer and Treasurer
BALA CYNWYD, Penn., January 2, 2020 – Hamilton Lane (NASDAQ:HLNE), a leading private markets asset management firm, today announced that Atul Varma will join the firm as Chief Financial Officer and Treasurer effective January 6th. He will succeed Randy M. Stilman, who will be retiring from the role after 22 years. Stilman will remain at Hamilton Lane into 2020 to help ensure a smooth transition of his responsibilities.
Varma brings two decades of leadership experience in financial services to Hamilton Lane. He was most recently Head of Business Strategy and Chief Financial Officer of Wealth Management at The Bank of New York Mellon Corporation. Prior to joining BNY Mellon, Varma served as Chief Financial Officer of various divisions of Bank of America Corporation’s Global Wealth and Investment Management group and before that worked in corporate financial planning and analysis at Citigroup, Inc.
He graduated from Binghamton University with a Bachelor of Science degree in Accounting and from Columbia University with a Master of Business Administration. In addition to his corporate experience, Varma holds several board seats, including at The Partnership, Inc., a nonprofit that promotes opportunities for people of color in the corporate world, and at the Leadership Board of the Beth Israel Lahey Health, a world-class teaching hospital affiliated with Harvard Medical School.
Hamilton Lane CEO Mario Giannini said, “Atul is an experienced senior financial officer whose expertise in finance, accounting and business strategy we think will benefit us greatly as our business continues to grow and evolve.”
Varma commented: “Hamilton Lane is a leader and innovator in private markets investing, and I'm thrilled to be part of the team helping to chart its future.”
Commenting on Stilman’s retirement, Giannini said, “Randy has spent the past 22 years dedicating himself to this firm. He has been a terrific colleague and friend, and our employees, our Board of Directors and I are grateful to him for his long service and wish him the best.”
About Hamilton Lane
Hamilton Lane (NASDAQ: HLNE) is a leading alternative investment management firm providing innovative private markets solutions to sophisticated investors around the world. Dedicated to private markets investing for 28 years, the firm currently employs approximately 390 professionals operating in offices throughout North America, Europe, Asia-Pacific, Latin America and the Middle East. Hamilton Lane has approximately $481 billion in assets under management and supervision, composed of approximately $66 billion in discretionary assets and more than $415 billion in advisory assets, as of September 30, 2019. Hamilton Lane offers a full range of investment products and services that enable clients to participate in the private markets asset class on a global and customized basis. For more information, please visit www.hamiltonlane.com or follow Hamilton Lane on Twitter: @hamilton_lane.


Forward-Looking Statements
Some of the statements in this release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Words such as “will,” “expect,” “believe,” “estimate,” “continue,” “anticipate,” “intend,” “plan” and similar expressions are intended to identify these forward-looking statements. Forward-looking statements discuss management’s current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business. All forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different, including risks relating to our ability to manage growth, fund performance, changes in our regulatory environment and tax status; market conditions generally; our ability to access suitable investment opportunities for our clients; our ability to maintain our fee structure; our ability to attract and retain key employees; our ability to manage our obligations under our debt agreements; defaults by clients and third-party investors on their obligations to us; our ability to comply with investment guidelines set by our clients; and our ability to receive distributions from Hamilton Lane Advisors, L.L.C. to fund our payment of dividends, taxes and other expenses.
The foregoing list of factors is not exhaustive. For more information regarding these risks and uncertainties as well as additional risks that we face, you should refer to the “Risk Factors” detailed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2019 and in our subsequent reports filed from time to time with the Securities and Exchange Commission. The forward-looking statements included in this release are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information or future events, except as otherwise required by law.
Media Contact
Kate McGann
kmcgann@hamiltonlane.com
+1 212 752 7853

Investor Contact 
John Oh
joh@hamiltonlane.com
+1 610 617 6026