Moelis & Co Stock Compensation Disclosure
Omnibus Incentive Plans
In connection with the IPO, the Company adopted the Moelis & Company 2014 Omnibus Incentive Plan (the “2014 Plan”) to provide additional incentives to selected officers, employees, Managing Directors, non‑employee directors, independent contractors, partners, senior advisors and consultants. On June 6, 2024, stockholders approved the Moelis & Company 2024 Omnibus Incentive Plan (the "2024 Plan"), which replaces the 2014 Plan that expired by its terms on April 14, 2024. The 2024 Plan provides for the issuance of a maximum of 15,000,000 shares plus any shares associated with awards granted under the 2014 Plan outstanding as of April 14, 2024 that are subsequently forfeited, canceled, exchanged or surrendered without distribution of shares, or settled in cash. Issuances pursuant to the 2024 Plan may be in the form of incentive stock options (“ISOs”), nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, RSUs, stock bonuses, other stock‑based awards (including partnership interests that are exchangeable into stock upon satisfaction of certain conditions) and cash awards.
Restricted Stock Units ("RSUs") and other stock-based awards
Pursuant to the 2024 Plan and in connection with the Company’s annual compensation process and ongoing hiring process, the Company issues RSUs and other stock-based awards which generally vest over a service life of to five years. For the years ended December 31, 2025, 2024 and 2023, the Company recognized expenses of $230,261, $161,445, and $158,189, respectively, related to RSUs and other stock-based awards.
As of December 31, 2025, the total compensation expense related to unvested RSUs and other stock-based awards not yet recognized was $215,140, which is expected to be recognized over a weighted‑average period of 1.7 years.
Restricted Stock Units
The following table summarizes activity related to RSUs for the years ended December 31, 2025, 2024 and 2023.
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Restricted Stock Units |
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2025 |
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2024 |
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2023 |
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Weighted |
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Weighted |
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Weighted |
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Average |
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Average |
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Average |
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Number of |
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Grant Date |
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Number of |
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Grant Date |
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Number of |
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Grant Date |
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Shares |
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Fair Value |
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Shares |
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Fair Value |
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Shares |
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Fair Value |
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Unvested Balance at January 1, |
7,730,958 |
|
$ |
51.04 |
|
7,850,574 |
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$ |
46.82 |
|
8,099,629 |
|
$ |
47.49 |
Granted |
3,247,312 |
|
|
73.35 |
|
3,952,503 |
|
|
55.55 |
|
4,072,746 |
|
|
44.42 |
Forfeited |
(432,876) |
|
|
62.24 |
|
(806,897) |
|
|
51.05 |
|
(421,469) |
|
|
45.41 |
Vested |
(3,027,352) |
|
|
51.17 |
|
(3,265,222) |
|
|
46.35 |
|
(3,900,332) |
|
|
45.65 |
Unvested Balance at December 31, |
7,518,042 |
|
$ |
59.73 |
|
7,730,958 |
|
$ |
51.04 |
|
7,850,574 |
|
$ |
46.82 |
Partnership Units
The Company also issues partnership units that are intended to qualify as "profits interest" for U.S. federal income tax purposes ("Partnership Units") that, subject to certain terms and conditions, are exchangeable into shares of Moelis & Company Class A common stock on a one-for-one basis. These Partnership Units are recorded as noncontrolling interests in the Company's consolidated statements of financial condition. Partnership Units generally vest over a service life of to five years, however in certain arrangements the Partnership Units are granted without a service requirement, but do not have exchange rights until the second through fifth anniversaries of the grant-date. The expense for Partnership Units is recognized over the service period and reflects the fair value determined at grant-date, which may factor in
other attributes, such as post-vesting restrictions. For the years ended December 31, 2025, 2024 and 2023, the Company granted 822,931, 415,753, and 482,941 Partnership Units, respectively, with grant-date fair values of $54,766, $20,914, and $20,037, respectively.
Performance Units
Certain Partnership Units and RSUs vest upon the achievement of both market conditions and service requirements that are generally over to five years ("Performance Units"). These units accrue dividends in kind, which are subject to the same vesting conditions as the underlying Performance Units. The expense for Performance Units is recognized over the service period and reflects the fair value determined at grant-date, which factors in the probability of the market conditions being achieved. During the year ended December 31, 2025, the Company granted 450,000 Performance Units which represents the maximum number of units that will vest if the pre-specified market conditions are achieved and service requirements are met. During the years ended December 31, 2024 and 2023, the Company granted 91,498 and 100,722 target Performance Units (with maximum vesting of up to 150% of the target units if the pre-specified market conditions are achieved and service requirements are met). The grant-date fair values for the 2025, 2024, and 2023 Performance Units were $18,599, $5,133, and $4,594, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Mar 14, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.