PJT Partners Inc.
PJT DEF 14A Report ended Dec. 31, 2024
PJT PARTNERS INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
_________________
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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280 Park Avenue | New York, NY 10017 | t. +1.212.364.7810 | pjtpartners.com
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April 29, 2025
Dear Fellow Shareholders,
We cordially invite you to attend our 2025 Annual Meeting of Shareholders, to be held on
June 18,
2025
, at 10:00 a.m., Eastern Daylight Time. The Annual Meeting will be a virtual meeting of shareholders. You
will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the
meeting via live audio webcast by visiting
http://www.virtualshareholdermeeting.com/PJT2025
. To
participate in the meeting, you must have your 16-Digit Control Number that is shown on your Notice of
Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail.
You will not be able to attend the Annual Meeting in person.
The Notice of Annual Meeting of Shareholders and Proxy Statement that follow describe the business
to be conducted at the Annual Meeting. Your vote is important. We encourage you to vote by proxy in advance
of the Annual Meeting, whether or not you plan to participate.
Thank you for your continuing support of PJT Partners.
Very truly yours,
Paul J. Taubman
Chairman and Chief Executive Officer
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PJT Partners Inc.
280 Park Avenue, New York, New York 10017
Notice of
2025
Annual Meeting of Shareholders
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Items of Business
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Date: Wednesday,
June 18, 2025
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Item 1.
Election to our Board of Directors of two Class I
director nominees identified in this Proxy Statement
Item 2.
Approval, on an advisory basis, of the
compensation of our Named Executive Officers as
disclosed in this Proxy Statement
Item 3
.
Ratification of the selection of Deloitte &
Touche LLP as our independent registered public
accounting firm for 2025
To transact such other business as may properly come
before our Annual Meeting or any adjournments or
postponements thereof.
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Time:
10:00 a.m. Eastern Daylight Time
Place:
Virtual format only. If you plan to participate in
the virtual meeting, please see “Participation in Our
Annual Meeting” below. Shareholders will be able to
participate, vote, examine the shareholders list and
submit questions (both before, and for a portion of,
the meeting) from any location via the Internet.
Shareholders may participate by logging in at:
www.virtualshareholdermeeting.com/PJT2025
. To
participate you must have your 16-Digit Control
Number that is shown on your Notice of Internet
Availability of Proxy Materials or on your proxy card if
you elected to receive proxy materials by mail.
Record Date:
April 21, 2025
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Your vote is important to us. Please exercise your shareholder right to vote.
By Order of the Board of Directors,
David K.F. Gillis
Corporate Secretary
April 29, 2025
Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on
June 18,
2025
. Our Proxy Statement, 2024 Annual Report to Shareholders and other materials are available on our
website at https://ir.pjtpartners.com/sec-filings/all-sec-filings. The Proxy Materials will be mailed or made
available to our shareholders on or about
April 29, 2025
. We are sending to most of our shareholders a Notice
of Internet Availability of Proxy Materials (the “Notice of Availability”) rather than a paper set of the Proxy
Materials. By doing so, we save costs and reduce our impact on the environment. The Notice of Availability
includes instructions on how to access our Proxy Materials over the Internet, as well as how to request the
materials in paper form. On or about
April 29, 2025
, we will mail to most of our shareholders the Notice of
Availability.
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PROXY STATEMENT
TABLE OF CONTENTS
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Although we refer to websites and other documents in this Proxy Statement, the contents of such websites and
documents are not included or incorporated by reference into this Proxy Statement. All references to websites in
the Proxy Statement are intended to be inactive textual references only.
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1
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E
XECUTIVE
S
UMMARY
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Executive Summary
This summary highlights information from PJT Partners Inc.’s Proxy Statement for the
2025
Annual
Meeting of Shareholders.
1
You should read this entire Proxy Statement carefully before voting. Please refer to
the Glossary of Terms in Appendix A for definitions of some of the terms used in this Proxy Statement. Your
vote is important. For more information on voting and participating in the Annual Meeting, see “Participation
in Our Annual Meeting” below.
Our Company
PJT Partners
2
is a premier, global, advisory-focused investment bank that was built from the ground
up to be different. Our highly experienced, collaborative teams provide independent advice coupled with old-
world, high-touch client service. This ethos has allowed us to attract some of the very best talent in the
markets in which we operate. We deliver leading advice to many of the world's most consequential companies,
effect some of the most transformative transactions and restructurings and raise billions of dollars of capital
around the globe to support startups and more established companies.
2024 Highlights
3
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Financials
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$1.49bn
Total Revenues,
an increase of 29% YoY
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18.1%
GAAP Pretax Margin
18.6%
Adjusted
4
Pretax Margin
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$4.92
GAAP Diluted EPS,
an increase of 58% YoY
$5.02
Adjusted
4
EPS,
an increase of 54% YoY
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Capital Management
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3.1mm
Share and share equivalents
repurchased
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$547mm
Cash, cash equivalents and
short-term investments;
No funded debt
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$1.00
Annual dividend
per share
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______________________________
1
PJT Partners Inc. is a holding company, and its only material asset is its controlling equity interest in PJT Partners Holdings LP
(“PJT Partners Holdings”), a holding partnership that holds
our
company’s operating subsidiaries, and certain cash and cash
equivalents it may hold from time to time. As the sole general partner of PJT Partners Holdings, PJT Partners Inc. operates and
controls all of the business and affairs and consolidates the financial results of PJT Partners Holdings and its operating subsidiaries.
PJT Partners Inc.’s common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “PJT.”
2
In this Proxy Statement, unless the context requires otherwise, the words “PJT Partners” refer to PJT Partners Inc. and our
“company,” “we,” “us” and “our” refer to PJT Partners, together with its consolidated subsidiaries, including PJT Partners Holdings
and its operating subsidiaries.
3
As of
December 31, 2024
.
4
Figures are shown ‘as adjusted,’ a non-GAAP financial measure. See Appendix B, “U.S. GAAP Reconciliations” for a reconciliation of
non-GAAP financial measures with comparable GAAP financial measures.
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E
XECUTIVE
S
UMMARY
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Footprint
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119
Partners globally
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1,143
Company-wide headcount, an
increase of 13% YoY
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15
Offices worldwide;
Opened Dubai and Munich offices
in 2024 and Riyadh office in 2025
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Supporting Our Communities
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>$10mm
Company-wide giving since 2020
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>450
Charitable organizations supported by PJT Partners
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Proposal 1: Election of Directors
Our Board of Directors (our "Board") has nominated two directors, Paul J. Taubman and Emily K.
Rafferty, for election as Class I directors. If elected, each Class I director will serve until the annual meeting of
shareholders in 2028, or until succeeded by another qualified director who has been elected.
Our Board recommends that you vote “FOR” each director nominee.
Nominees for Class I Directors Whose Terms Will Expire in 2028
Paul J. Taubman | Chairman and Chief Executive Officer | Age: 64 | Director
since October 2015
Professional Highlights
Paul J. Taubman is the Founder, Chairman and Chief Executive Officer of PJT Partners.
Since its founding, PJT Partners has become one of the most respected advisory firms
in the industry. Prior to founding PJT Partners in 2015, Mr. Taubman spent nearly 30
years at Morgan Stanley, where he served in a series of increasingly senior leadership
positions, including Executive Vice President and Co-President of Institutional Securities, with responsibility
for all of that firm’s investment banking, capital markets and sales and trading businesses.
Mr. Taubman is actively involved in philanthropic efforts, serving as Board President of New York Cares, New
York City’s largest volunteer organization; Vice Chairman of Cold Spring Harbor Laboratory; Board Member
of the Partnership for New York City; Advisory Council member at the Stanford Graduate School of Business;
National Advisory Board member of Youth, Inc. and Trustee of the Foundation for Empowering Citizens with
Autism.
Mr. Taubman received a BS in Economics from the Wharton School of the University of Pennsylvania and an
MBA from Stanford University’s Graduate School of Business.
Skills & Qualifications
Mr. Taubman’s extensive experience gained from various senior leadership roles in investment banking and
the financial services industry, as well as his many years of providing strategic advice to management teams
and boards around the world operating in a wide array of industries bring valuable knowledge and expertise to
our Board. In addition, Mr. Taubman’s role as our Chief Executive Officer brings management perspective to
Board deliberations and provides critical information about the status of our day-to-day operations.
_______________________________________________________________________________________________________________________
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E
XECUTIVE
S
UMMARY
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Emily K. Rafferty | Nominating/ Corporate Governance Committee Chair |
Age: 76 | Director since October 2015
Professional Highlights
Emily K. Rafferty is President Emerita of The Metropolitan Museum of Art. She was
elected President of the Museum in 2005 and served in that role until her retirement in
March 2015. She had been a member of the Museum’s staff since 1976 serving in
various roles in development, membership and external affairs until becoming
President and Chief Administrative Officer in 2005, overseeing some 2,300 full- and part-time employees
and volunteers. Ms. Rafferty’s global experience in some 50 countries on behalf of the Museum included
interactions and negotiations with many senior world leaders. She is a Vice Chair of the National September 11
Memorial & Museum, a Board member of Carnegie Hall, the Advisory Board of the Hospital for Special
Surgery, the Global Asia Society and the Hispanic Society Museum and Library. She is also a member of the
Advisory Council of the American University of Beirut and the Council on Foreign Relations. Ms. Rafferty is
principal of Emily K. Rafferty & Associates, a consulting resource for non-profit institutions. Ms. Rafferty
served as a Board member of the New York Federal Reserve Bank from 2011 to 2017 (Chair, 2012 to 2016)
and Koç Holdings, Istanbul from 2018 to 2024, Senior Adviser for Heritage Protection and Conservation for
UNESCO from 2015 to 2017 and was Chair of NYC & Company (the city’s tourism, marketing and partnering
organization) from 2008 to 2020 and continues to serve as an ex-officio board member. She previously
consulted for Russell Reynolds Associates in that firm’s non-profit sector and The Shed, a NYC performing
arts center.
Skills & Qualifications
Ms. Rafferty’s breadth and depth of expertise and experience in human capital management, operations and
senior executive leadership, her global expertise as well as her understanding of monetary policy and
regulation of financial institutions, provide valuable knowledge and insight to our Board.
_________________________________________________________________________________________________________________________
Proposal 2: Advisory Resolution to Approve Executive Compensation
Our Board recommends that you vote “FOR” the approval, on an advisory basis, of the compensation
of our Named Executive Officers.
Key reasons to vote “FOR” the approval, on an advisory basis, of the compensation of our
Named Executive Officers:
Our compensation program includes elements that are intended to ensure strong alignment between
the interests of our Executive Officers and our shareholders:
>
Annual incentive compensation that places a strong emphasis on company-wide financial
performance, with consideration given to the individual performance of each Executive Officer
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An appropriate link between compensation and the creation of shareholder value through long-
term equity awards
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A focus on collaboration, and therefore does not include individual revenue pay-outs at any
level
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Consideration for each Executive Officer's contribution to leadership and talent development
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Benchmarking analysis to help us understand compensation practices of our competitors
Our compensation program for our Executive Officers and our company overall also aims to be
market- competitive versus our peers, in both quantum and structure to ensure that we are able to attract and
retain executives and other professionals that contribute to the long-term success of our company.
Proposal 3: Ratification of Our Company’s Independent Registered Public Accounting Firm
Our Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our company’s
independent registered public accounting firm to audit the Consolidated Financial Statements of PJT
1
Certain holders of the equity in our company maintain their ownership through partnership interests in PJT Partners Holdings. These
ownership interests comprise variously designated partnership units, including partnership units designated as
"LTIP Units" and
"Performance LTIP Units"
as described throughout this Proxy Statement (collectively, "Partnership Units" refers to equity interests
in our company held by owners who maintain their ownership collectively through PJT Partners Holdings partnership units, including
LTIP Units and Performance LTIP Units).
To ensure that Partnership Unit holders are entitled to vote their economic interests in our
company, these holders were granted an accompanying share of Class B common stock.
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E
XECUTIVE
S
UMMARY
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Partners Inc. and its subsidiaries for the year ending December 31, 2025
.
A resolution is being presented to
our shareholders requesting ratification of the appointment of Deloitte.
Our Board recommends that you vote “FOR” the ratification of the appointment of Deloitte as our
company’s independent registered public accounting firm.
No Super-Voting Shares
It is important to note that while we have two classes of stock—Class A common stock and Class B
common stock
1
—neither class provides its holders with super-voting rights. Whereas some companies with a
dual-class stock voting structure give certain shareholders super-voting stock, we do not. Holders of our
Class A common stock have one vote for every share of Class A common stock that such holder owned at the
close of business on the Record Date. Holders of our Class B common stock have one vote for every
Partnership Unit that such holder owned at the close of business on the Record Date, except in connection
with the election of directors where holders of our Class B common stock are limited to one vote per share of
Class B common stock and thereby have less voting power in the election of directors than holders of Class A
common stock. However, as permitted by our Restated Certificate of Incorporation, certain holders of our
Class B common stock have requested the equalization of their voting rights with respect to their Class B
common stock and, subject to approval by our Board, also may have one vote for every Partnership Unit that
such holder owned at the close of business on the Record Date for the election of directors, placing such
holders on equal footing with holders of Class A common stock. See “Shares to be Voted at the Annual
Meeting; Our Voting Structure Does not Contain Super-Voting Powers” below.
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C
ORPORATE
G
OVERNANCE
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Corporate Governance
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Proposal 1: Election of Directors
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Our Board has nominated two directors, Paul J. Taubman and Emily K. Rafferty, for election as Class I
directors. If elected, each Class I director will serve until the annual meeting of shareholders in 2028, or until
succeeded by another qualified director who has been elected.
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Board Recommendation
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Our Board recommends that you vote “FOR” each director nominee.
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This section of our Proxy Statement contains information about our Board of Directors, including our
nominees, and key elements of our corporate governance. Our Board places great value on strong governance
controls, and we have structured our corporate governance in a manner we believe closely aligns with the best
interests of our company and our shareholders.
The nominees have consented to being named in this Proxy Statement and to serve if elected. Our
Board has no reason to believe that any nominee will be unavailable or unable to serve as a director, but if for
any reason any nominee should not be available or able to serve, the shares represented by all valid proxies will
be voted by the person or persons acting under said proxy in accordance with the recommendation of our
Board.
Meet Our Board of Directors
Our Board consists of seven directors, all of whom are independent with the exception of Paul J.
Taubman (our Chairman and CEO) and K. Don Cornwell. Our Board is classified into three classes, designated
as Class I, Class II and Class III. The term of office of the members of one class of directors expires each year
in rotation so that the members of one class generally are elected at each annual meeting to serve for full
three-year terms or until their successors are elected, or until such director’s death, resignation or retirement.
Each class consists, as nearly as possible, of one-third of the total number of directors constituting the entire
Board.
Our Board is comprised of actively engaged individuals with a variety of skills, experiences and
backgrounds that contribute to the effective oversight of our company. Our Board believes these varied
qualifications help to inform and oversee decisions regarding our company’s long-term strategic growth.
Under the guidance of our Nominating/Corporate Governance Committee, our Board reviews the structure of
our Board, its committees and the individual directors and, as part of that process, considers, among other
things, issues of structure, leadership and oversight needs and skills to guide our company in executing its
long-term strategic objectives.
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C
ORPORATE
G
OVERNANCE
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Nominees for Class I Directors Whose Terms Will Expire in 2028
Paul J. Taubman | Chairman and Chief Executive Officer | Age: 64 | Director
since October 2015
Professional Highlights
Paul J. Taubman is the Founder, Chairman and Chief Executive Officer of PJT
Partners. Since its founding, PJT Partners has become one of the most respected
advisory firms in the industry. Prior to founding PJT Partners in 2015, Mr. Taubman
spent nearly 30 years at Morgan Stanley, where he served in a series of increasingly
senior leadership positions, including Executive Vice President and Co-President of Institutional Securities,
with responsibility for all of that firm’s investment banking, capital markets and sales and trading businesses.
Mr. Taubman is actively involved in philanthropic efforts, serving as Board President of New York Cares, New
York City’s largest volunteer organization; Vice Chairman of Cold Spring Harbor Laboratory; Board Member
of the Partnership for New York City; Advisory Council member at the Stanford Graduate School of Business;
National Advisory Board member of Youth, Inc. and Trustee of the Foundation for Empowering Citizens with
Autism.
Mr. Taubman received a BS in Economics from the Wharton School of the University of Pennsylvania and an
MBA from Stanford University’s Graduate School of Business.
Skills & Qualifications
Mr. Taubman’s extensive experience gained from various senior leadership roles in investment banking and
the financial services industry, as well as his many years of providing strategic advice to management teams
and boards around the world operating in a wide array of industries bring valuable knowledge and expertise to
our Board. In addition, Mr. Taubman’s role as our Chief Executive Officer brings management perspective to
Board deliberations and provides critical information about the status of our day-to-day operations.
_______________________________________________________________________________________________________________________
Emily K. Rafferty | Nominating/Corporate Governance Committee Chair |
Age: 76 | Director since October 2015
Professional Highlights
Emily K. Rafferty is President Emerita of The Metropolitan Museum of Art. She was
elected President of the Museum in 2005 and served in that role until her retirement in
March 2015. She had been a member of the Museum’s staff since 1976 serving in
various roles in development, membership and external affairs until becoming President
and Chief Administrative Officer in 2005, overseeing some 2,300 full- and part-time
employees and volunteers. Ms. Rafferty’s global experience in some 50 countries on behalf of the Museum
included interactions and negotiations with many senior world leaders. She is a Vice Chair of the National
September 11 Memorial & Museum, a Board member of Carnegie Hall, the Advisory Board of the Hospital for
Special Surgery, the Global Asia Society and the Hispanic Society Museum and Library. She is also a member
of the Advisory Council of the American University of Beirut and the Council on Foreign Relations. Ms.
Rafferty is principal of Emily K. Rafferty & Associates, a consulting resource for non-profit institutions. Ms.
Rafferty served as a Board member of the New York Federal Reserve Bank from 2011 to 2017 (Chair, 2012 to
2016) and Koç Holdings, Istanbul from 2018 to 2024, Senior Adviser for Heritage Protection and
Conservation for UNESCO from 2015 to 2017 and was Chair of NYC & Company (the city’s tourism,
marketing and partnering organization) from 2008 to 2020 and continues to serve as an ex-officio board
member. She previously consulted for Russell Reynolds Associates in that firm’s non-profit sector and The
Shed, a NYC performing arts center.
Skills & Qualifications
Ms. Rafferty’s breadth and depth of expertise and experience in human capital management, operations and
senior executive leadership, her global expertise as well as her understanding of monetary policy and
regulation of financial institutions, provide valuable knowledge and insight to our Board.
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C
ORPORATE
G
OVERNANCE
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Continuing Class II Directors Whose Terms Will Expire in 2026
K. Don Cornwell | Age: 54 | Director since January 2023
Professional Highlights
K. Don Cornwell is a Co-Founder and the Chief Executive Officer of Dynasty Equity, a
global sports investment firm focused on acquiring minority interests in sports
franchises and other related assets and rights. Prior to founding Dynasty Equity in
2022, Mr. Cornwell was a founding partner at PJT Partners, joining our company in
2015 following an 18-year career at Morgan Stanley. At Morgan Stanley, Mr. Cornwell
was in the Mergers and Acquisitions Group and established a particularly focused area of expertise in media
and entertainment, specifically in sports and gaming. Prior to leaving Morgan Stanley, he served as Head of
Global Sports Investment Banking. Before he joined Morgan Stanley, Mr. Cornwell worked at McKinsey & Co.
as a management consultant and in corporate development for the National Football League. He sits on the
Board of Trustees of the Harlem Children’s Zone, an education and social services organization in Central
Harlem; the East Harlem Tutorial Program, an after-school program for children in East Harlem; the Board of
Directors of New York Cares, New York City’s largest volunteer organization and the VFILES Foundation, an
organization with the mission to increase business ownership for creators in underrepresented communities.
Mr. Cornwell served on the Management Board of Stanford University’s Graduate School of Business until
July 2022. He received an MBA from Stanford University’s Graduate School of Business and an AB in
Government from Harvard College.
Skills & Qualifications
Mr. Cornwell’s extensive experience and expertise in investment banking and in the financial services industry,
as well as his deep knowledge of PJT Partners’ business, operations and culture, and his understanding of
our
company’s clients, employees and other stakeholders, position him to contribute valuable acumen and insight
to our Board.
_________________________________________________________________________________________________________________________
Thomas M. Ryan | Lead Independent Director and Compensation Committee
Chair | Age: 72 | Director since October 2015
Professional Highlights
Thomas M. Ryan is the former Chairman and Chief Executive Officer of CVS Health
Corporation, formerly known as CVS Caremark Corporation, a pharmacy healthcare
provider (“CVS”). He served as Chairman of CVS from April 1999 to May 2011 and Chief
Executive Officer of CVS from May 1998 to February 2011, and also served as President
from May 1998 to May 2010. Mr. Ryan serves on the Board of Five Below, Inc. and is an Operating Partner of
Advent International. Mr. Ryan was a director of Yum! Brands, Inc. from 2002 to 2017, Reebok International
Ltd. from 1998 to 2005, Bank of America Corporation from 2004 to 2010 and Vantiv, Inc. from 2012 to
2015.
Skills & Qualifications
Mr. Ryan’s role as Chairman and Chief Executive Officer of a global pharmacy healthcare business, his
extensive operations and management experience, his expertise in finance and strategic planning, as well as
his public company directorship and committee experience, position him well to serve on our Board.
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C
ORPORATE
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OVERNANCE
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Continuing Class III Directors Whose Terms Will Expire in 2027
James Costos | Age: 62 | Director since February 2017
Professional Highlights
James Costos served as the United States Ambassador to the Kingdom of Spain and
the Principality of Andorra from August 2013 to January 2017. Before his diplomatic
service, he held leadership roles in the entertainment and international business sectors.
Notably, Mr. Costos was Vice President at Home Box Office (HBO) from 2007 to 2013,
and his executive experience also includes leadership positions at Revolution Studios,
Tod's S.p.A, and Hermès of Paris. Currently, Mr. Costos holds the position of President at Secuoya Studios, a
global Spanish TV and film content production studio headquartered in Madrid. In addition to his professional
endeavors, Mr. Costos is dedicated to cultural and humanitarian causes. He serves on the J. William Fulbright
Foreign Scholarship Board and sits on the Boards of the Hispanic Society of America and the Human Rights
Campaign. Mr. Costos earned his Bachelor of Arts degree in Political Science from the University of
Massachusetts.
Skills & Qualifications
Mr. Costos’ international government relations and policy experience and his international marketing,
operations, technology and executive leadership experience position him well to serve on our Board. His
strong international experience brings a geographically diverse perspective to the oversight of our multi-
national business operations.
______________________________________________________________________________________________________________________
Grace R. Skaugen | Age: 71 | Director since July 2020
Professional Highlights
Grace Reksten Skaugen, a Norwegian national, has extensive experience working with a
broad array of European companies. She currently chairs Orrön Energy AB (Chair of the
Compensation Committee) and is a board member of Investor AB (Chair of the Audit
and Risk Committee). Ms. Skaugen is also a trustee and Honorary Treasurer of the
International Institute for Strategic Studies (IISS) in London. In 2009, Ms. Skaugen co-
founded the Norwegian Institute of Directors, where she still serves on its board as Deputy Chair. She
previously served as a senior advisor to HSBC (2014-2019) and Deutsche Bank (2007-2014). She was
deputy chair (2012-2015) of the Norwegian oil company Statoil (now Equinor) and served on its board
(2002-2015). Ms. Skaugen served as deputy chair (2013-2020), board member (2012-2020) and chair of
the Compensation Committee at Orkla ASA, was a board member and member of the Compensation and
Sustainability Committees at Lundin Energy AB (2015-2022) and chaired Euronav NV (where she was a
member of the Compensation Committee, Sustainability Committee and Corporate Governance and
Nomination Committee) (2016-2023). She has previous investment banking experience, having worked at the
Nordic bank SEB, where she advised companies within the energy, transportation and technology sectors. Ms.
Skaugen started her career as a postdoctoral researcher at Columbia Radiation Laboratory in New York. She
is a physicist by education and holds a PhD in laser physics from Imperial College in London. She also holds an
M.B.A. from the Norwegian School of Management, BI.
Skills & Qualifications
Ms. Skaugen’s experience and expertise in the international financial services industry, as well as her extensive
corporate governance and board experience, provide unique insights into our business and add industry-
specific expertise and knowledge to our Board. Her strong international experience brings a geographically
diverse perspective to the oversight of our multi-national business operations.
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C
ORPORATE
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OVERNANCE
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Kenneth C. Whitney | Audit Committee Chair | Age: 67 | Director since
October 2015
Professional Highlights
Kenneth C. Whitney has managed a private family investment office since April 2013,
focused on start-up businesses and entertainment projects. Mr. Whitney was previously
a Senior Managing Director and Head of Blackstone’s Investor Relations & Business
Development Group from 1998 to April 2013. After joining Blackstone in 1988, Mr.
Whitney focused his efforts on raising capital for Blackstone’s private investment funds and the
establishment of Blackstone affiliates in the alternative investment area. Since his retirement from
Blackstone in April 2013 until September 2015, he was also a Senior Advisor to Blackstone. Mr. Whitney
began his career at Coopers & Lybrand in 1980, where he spent time in that firm’s accounting and audit areas
as well as in the tax and mergers and acquisitions areas. Mr. Whitney is a Tony Award-winning producer and
currently sits on the Board of Governors of The First Tee and the Board of Trustees of the University of
Delaware, where he received a B.S. in Accounting.
Skills & Qualifications
Mr. Whitney’s experience and expertise in the private equity and financial services industry, as well as his
extensive financial, accounting, operations and management experience, provide unique insights into our
business and add industry-specific expertise and knowledge to our Board.
|
10
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C
ORPORATE
G
OVERNANCE
|
|
|
|
Experience and Skills of Our Directors and Nominees
Each of our directors and nominees is a highly accomplished and experienced professional, with
fundamental attributes of senior leadership including integrity, honesty, intellectual curiosity, good judgment,
strong work ethic, strategic thinking, vision, commitment to mission, excellent communication and
collaboration skills and the ability and willingness to challenge management constructively when needed. In
addition to these and other core attributes, each of our directors and nominees possesses a variety of other
skills and experience necessary to carry out our Board’s responsibilities. The presentation below is a high-level
summary of those skills and experience found on our Board, with information provided by the directors and
nominees:
|
Banking &
Financial Services
|
Breadth and depth of experience in
our
company’s business and industry
|
||
|
Executive
Experience
|
Experience in senior management roles, including serving as a CEO or senior
executive, within a complex organization
|
||
|
Financial
Reporting
|
Expertise in overseeing the presentation of financial results as well as internal
controls
|
||
|
Human Capital
Management
|
Experience in management of human resources and employee compensation
|
||
|
International
Business
|
Broad leadership experience within global companies and understanding of
international markets
|
||
|
IT &
Cybersecurity
|
Expertise or experience in information technology, including understanding the
importance of maintaining the trust of our clients through the protection of their
information
|
||
|
Legal &
Regulatory
|
Experience in legal and regulatory affairs and regulated industries, including as part
of a business and/or through positions with government and/or regulatory bodies
|
||
|
Marketing &
Media
|
Experience overseeing internal and external communications and engagement with
stakeholders
|
||
|
Public Company
Experience
|
Previous or current service as a director of other publicly traded companies
|
||
|
Risk Management
|
Experience overseeing complex risk management matters
|
||
|
Strategic Planning
|
Experience driving the strategic direction and growth of an organization
|
||
|
Corporate
Sustainability
|
Expertise or experience in corporate sustainability matters
|
||
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11
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C
ORPORATE
G
OVERNANCE
|
|
|
|
|
Professional Skills
|
Cornwell
|
Costos
|
Rafferty
|
Ryan
|
Skaugen
|
Taubman
|
Whitney
|
|
|
Banking & Financial
Services
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
|
Executive Experience
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||
|
Financial Reporting
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||
|
Human Capital
Management
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
|
International Business
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||
|
IT & Cybersecurity
|
ü
|
ü
|
ü
|
ü
|
||||
|
Legal & Regulatory
|
ü
|
ü
|
ü
|
ü
|
||||
|
Marketing & Media
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||
|
Public Company Experience
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||
|
Risk Management
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||
|
Strategic Planning
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|
|
Corporate Sustainability
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||
Board Characteristics
Our Board is composed of highly accomplished, actively engaged individuals with broad-based skills
and experiences and varied backgrounds who share our commitment to excellence, collaboration and
integrity. Our Board believes that fostering a highly collaborative culture both at our Board level and
throughout our company enables us to provide the best advice and insights to our clients and better serve our
stakeholders. Since our founding, our Board has been, and continues to be, deliberate in seeking and electing
new directors who enhance its composition and collective skills. Consistent with our commitment to
continuous improvement, our Board annually assesses its collective mix of skills, experience and backgrounds,
to ensure that these characteristics continue to align with our evolving business strategy and with our Board’s
role in overseeing our company’s achievement of its long-term objectives. We also note that (i) five of our
seven Board members are independent, (ii) our directors have an average tenure of 8 years and an average
age of 67 years and (iii) of our seven Board members, two of our directors are women and one of our directors
is Black or African American.
Our Board's Guiding Principles and Practices
Our Board is committed to corporate governance in the best interests of our company and
shareholders, through active engagement with our stakeholders. The following summarizes certain highlights
of our Board’s guiding principles as well as corporate governance practices and policies:
|
12
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C
ORPORATE
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|
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|
|
Breadth of Skills
and Expertise
|
Since our founding, we have sought to ensure that each director brings to our
Board a level of experience and skill that would be expected on the board of a
much larger public company, to achieve our company’s long-term strategic goals
while providing strong oversight of our risk profile and progress in achieving
these goals. Our Board is committed to the ongoing evaluation of our directors’
contributions, including the skills and expertise of each director and how their
collective skills align with our evolving business strategy.
|
||
|
Commitment to
Inclusive Culture
|
Our Board believes that fostering an inclusive culture enables us to provide best-
in-class advice to our clients. Accordingly, we aim to hire, develop and retain
best-in-class talent across all levels of
our
company, including our Board itself.
|
||
|
Independent &
Engaged Board
|
Five of our seven directors are independent, with all Board committees
comprised entirely of independent directors. Our Board is actively engaged,
holding five Board meetings and 18 Board committee meetings in 2024, as well
as taking action through unanimous written consent. Directors actively engage
and spend time with our senior management and other employees in a variety of
forums outside of the board room.
|
||
|
Focused Directors
|
Because serving on our Board requires significant time and attention, our Board
has adopted a policy within its Corporate Governance Guidelines that, among
other requirements applicable to our Board, set the expectation that directors
will spend the time needed and meet as often as necessary to discharge their
responsibilities properly. The Corporate Governance Guidelines also set
expectations for the maximum number of public company boards a director may
serve on and the maximum number of public company audit committees an
Audit Committee member may serve on and provide for a Board review process
and public disclosure requirements relating to these expectations. See
“Corporate Governance Guidelines” below.
|
||
|
Strong Lead
Independent Director
|
Our Board’s Lead Independent Director facilitates independent oversight of
management. Our Lead Independent Director is responsible for coordinating the
efforts of the non-management directors to ensure that objective judgment is
brought to bear on important issues involving the management of
our
company,
including the performance of senior management. See “Board Leadership
Structure — Lead Independent Director” below.
|
||
|
Shareholder
Engagement
|
As part of our annual shareholder engagement program, we contact many of our
largest shareholders to discuss a range of topics related to
our
company’s
strategy, governance profile, executive compensation practices, corporate
sustainability, human capital management, financial performance and other
matters. A thematic summary of recent investor conversations is included under
the section “Shareholder Engagement” below.
|
||
|
Annual Evaluations
|
Our Board conducts a self-evaluation annually to determine whether it, its
committees and its individual members are functioning effectively and whether
our Board possesses the appropriate expertise and qualifications. Each
committee of our Board also conducts a self-evaluation annually and reports the
results to our Board. Our Board, acting through our Nominating/Corporate
Governance Committee, monitors the mix of specific experience, qualifications,
skills and backgrounds of its current directors in order to assure that our Board,
as a whole, has the necessary tools to perform its oversight function effectively
in light of our company’s business and structure.
|
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13
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C
ORPORATE
G
OVERNANCE
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|
|
|
|
Open Channels of
Communication
Between our Board and
our Company
|
Our Board maintains open channels of communication across our company. Our
directors engage and spend time with our partners and employees throughout
the year in a variety of forums. Our directors periodically attend partner
meetings and dinners, participate in our town hall meetings and meet with
groups and individuals at our company.
|
||
|
Minimum Equity
Ownership Guidelines
|
We have minimum equity ownership guidelines for our directors that require
significant ownership of our common stock. Our directors are required to hold
equity in our company with a market value equal to or greater than three times
their annual retainer. All of our directors are, or are expected to be within the
time ascribed in our ownership guidelines, in compliance with our Minimum
Equity Ownership Guidelines.
|
Board
Leadership Structure
Chairman of Our Board
Our Board understands there is no single, generally accepted approach to providing board leadership
and that given the dynamic and competitive environment in which we operate, the appropriate leadership may
vary as circumstances warrant. Our Restated Certificate of Incorporation provides that Mr. Taubman, to the
extent that he serves as our CEO and as a member of our Board, will serve as Chairman of our Board. Further,
our Board currently believes it is in our company’s best interests to have Mr. Taubman serve as Chairman of
our Board as well as our CEO. Our Board believes combining these roles promotes effective leadership and
provides the clear focus needed to execute our business strategy and objectives.
Lead Independent Director
Another important part of our Board’s leadership structure is the robust role of the Lead Independent
Director. Our Board has appointed Mr. Ryan as its Lead Independent Director and, in this role, Mr. Ryan helps
coordinate the efforts of the non-management directors to ensure that objective judgment is brought to bear
on important issues involving the management of our company, including the performance of senior
management. The authority and responsibility of our Lead Independent Director role is summarized in the
following presentation:
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14
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C
ORPORATE
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OVERNANCE
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|
|
Strong Lead Independent Director
The Lead Independent Director:
|
Presides over all meetings of our Board at which the Chairman is not present, including any executive sessions of the
independent directors or the non-management directors
|
|
|
Provides leadership and serves as temporary Chairman in the event of the inability of the Chairman to fulfill his role
due to crisis or other event or circumstance that would make leadership by existing management inappropriate or
ineffective, in which case the Lead Independent Director shall have the authority to convene meetings of the full Board
or management
|
|
|
Assists in scheduling Board meetings and approves meeting schedules to ensure that there is sufficient time for
discussion of all agenda items
|
|
|
Collaborates with the CEO in determining the need for special meetings of our Board
|
|
|
Collaborates with the CEO on Board meeting agendas and approves such agendas
|
|
|
Communicates to the CEO, together with the Chairman of our Compensation Committee (if the Lead Independent
Director and the Chairman of our Compensation Committee are not the same person), the results of our Board’s
evaluation of CEO performance
|
|
|
Coordinates Chairman and CEO succession planning, including in executive sessions led by the Lead Independent
Director
|
|
|
Confers with the Chairman and CEO and senior management on the overall strategy of
our
company
|
|
|
Is available for consultation and direct communication if requested by major shareholders
|
|
|
Acts as the liaison between the independent or non-management directors and the Chairman, as appropriate
|
|
|
Calls meetings of the independent or non-management directors when necessary and appropriate
|
|
|
Provides leadership, in conjunction with the Chairman, in our Board evaluation process
|
|
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15
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C
ORPORATE
G
OVERNANCE
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|
Board Committees
Our Board has three standing committees: an Audit Committee; a Compensation Committee and a
Nominating/Corporate Governance Committee. The current charters for these committees are available on
our corporate website, at
www.pjtpartners.com
, under the “Investor Relations/Governance/Governance
Documents” section. Further, we will provide copies of these charters without charge to any shareholder upon
written request. Requests for copies should be addressed to our Corporate Secretary. Our Board also may
create additional committees for such purposes as our Board may determine.
Board Committee Membership at a Glance
|
Audit
Committee
|
Compensation
Committee
|
Nominating/Corporate
Governance Committee
|
|
|
K. Don Cornwell (Non-Independent)
|
|||
|
James Costos (Independent)
|
|
|
|
|
Emily K. Rafferty (Independent)
|
|
|
|
|
Thomas M. Ryan (Independent)
|
|
|
|
|
Grace R. Skaugen (Independent)
|
|
||
|
Paul J. Taubman (Chairman & CEO)
|
|||
|
Kenneth C. Whitney (Independent)
|
|
||
|
|
Committee Member
|
|
Committee Chair
|
Audit Committee
Our Audit Committee consists of Mr. Whitney (Chair), Mr. Costos and Ms. Skaugen, each of whom is
“independent” and “financially literate” as such terms are defined by the applicable rules of the NYSE. Our
Board has determined that Mr. Whitney, Mr. Costos and Ms. Skaugen possess accounting or related financial
management expertise within the meaning of the NYSE listing standards and that each of Mr. Whitney, Mr.
Costos and Ms. Skaugen qualifies as an “audit committee financial expert” as defined under the applicable
Securities and Exchange Commission (“SEC”) rules.
Our Audit Committee assists our Board in fulfilling its responsibility relating to the oversight of:
>
the quality and integrity of our financial statements;
>
our compliance with legal and regulatory requirements;
>
our independent registered public accounting firm’s qualifications and independence and
>
the performance of our internal audit function and independent registered public accounting firm.
|
16
|
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|
C
ORPORATE
G
OVERNANCE
|
|
|
|
Additional information regarding the functions performed by our Audit Committee is set forth in the “Report
of Our Audit Committee” included in this Proxy Statement.
Compensation Committee
Our Compensation Committee consists of Mr. Ryan (Chair) and Ms. Rafferty, each of whom is
“independent” as defined by the applicable rules of the NYSE and is a “non-employee director” as defined by
the applicable rules and regulations of the SEC. Our Compensation Committee discharges the responsibilities
of our Board relating to the oversight of our compensation programs and compensation of our executives,
including oversight of our company’s human capital management and the administration of our clawback
policy.
Our Compensation Committee has the authority under its charter to retain outside consultants or
advisors, as it deems necessary or advisable. In accordance with this authority, our Compensation Committee
has retained Willis Towers Watson & Co. (“Willis Towers Watson”) as its independent outside compensation
consultant primarily to assist in analyzing the competitiveness of our company’s executive compensation as
well as to provide expertise and advice on various matters brought before our Compensation Committee. On
February 25, 2025, our Compensation Committee considered the independence of Willis Towers Watson and
determined that its work did not raise any conflict of interest.
Nominating/Corporate Governance
Committee
Our Nominating/Corporate Governance Committee consists of Ms. Rafferty (Chair), Mr. Costos and
Mr. Ryan, each of whom is “independent” as such term is defined by the applicable rules of the NYSE. Our
Nominating/Corporate Governance Committee assists our Board in fulfilling its responsibility relating to
corporate governance by:
>
identifying individuals qualified to become directors and recommending that our Board select the
candidates for all directorships to be filled by our Board or by the shareholders;
>
recommending directors to serve on committees and evaluating the operation and performance
of the committees;
>
developing and recommending to our Board the content of our Corporate Governance Guidelines
and Code of Business Conduct and Ethics;
>
overseeing
our
company’s strategy relating to corporate sustainability disclosure and
>
otherwise taking a leadership role in shaping our corporate governance.
Director Recruitment
Our Board monitors the mix of specific experience, qualifications and skills of its directors in order to
ensure that our Board, as a whole, has the necessary tools to perform its oversight function effectively in light
of our company’s business and structure. As a result, our Board does not have a formal diversity policy.
Our Nominating/Corporate Governance Committee is responsible for reviewing the qualifications
of
potential director candidates and recommending to our Board those candidates to be nominated for election
to our Board. When recruiting director candidates, our Nominating/Corporate Governance Committee seeks
individuals with backgrounds and qualities that, when combined with those of our company’s incumbent
directors, provide a blend of skills and experience to further enhance the effectiveness of our Board. More
specifically, our Nominating/Corporate Governance Committee evaluates:
Individual considerations:
>
Fundamental attributes of senior leadership (see "Experience and Skills of Our Directors and
Nominees" above)
>
Relevant career experience
>
Familiarity with
our
company’s business and industry
>
Independence of thought
>
Existing commitments to other businesses
>
Potential conflicts of interest with other pursuits
|
17
|
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|
C
ORPORATE
G
OVERNANCE
|
|
|
|
Factors related to the overall assessment of Board composition include:
>
Size, composition and combined expertise of the existing Board
>
Ensuring an appropriate level of financial and accounting experience
>
Ensuring specific understanding of and experience of best practices related to executive
compensation
>
Ensuring our Board has a depth of experience in corporate governance matters
>
Any other legal considerations
When vacancies on our Board exist or are expected, or a need for a particular expertise has been
identified, our Nominating/Corporate Governance Committee may seek recommendations for director
candidates from current directors and management.
Our No
minating/Corporate Governance Committee will also review properly submitted shareholder
recommendations for director candidates under the same procedure used for considering director candidates
recommended by current directors and management. Shareholder recommendations for director candidates
should include the candidate’s name and specific qualifications to serve on our Board, and the recommending
shareholder should also submit evidence of such shareholder’s ownership of shares of our common stock,
including the number of shares owned and the length of time of such ownership. Recommendations should be
addressed to the Corporate Secretary. In addition, any shareholder who wishes to submit director
nominations must satisfy the notification, timeliness, consent and information requirements set forth in our
Amended and Restated By-Laws. See “Shareholder Proposals and Nominations for our 2026 Annual
Meeting” below.
Risk Management
Our risk management framework is designed to instill a culture of openness and transparency. We
have a complementary array of policies, procedures and processes to identify, assess, monitor and manage
the risks inherent in our business activities, supported by the work of committees at both our management
level and our Board level. This framework is reasonably designed to identify important risks and communicate
them to senior management and, where appropriate, to our Board.
Our Board’s Role in Risk Oversight
Our Board understands the importance of effective risk oversight as fundamental to both the success
of our company and its obligation to our shareholders. While our management is responsible for the day-to-
day management of risk, our Board, along with senior management, is responsible for promoting an
appropriate culture of risk management within our company and for overseeing our aggregate risk profile and
monitoring how we address specific risks. Throughout the year, our Board and each of its committees
dedicate a portion of their time to review and discuss specific risk topics.
Our company’s management team regularly reports to our Board the significant risks we face,
highlighting any new risks that may have arisen since they last met. In addition, our directors have the
opportunity to meet routinely with members of senior management in connection with their consideration of
matters submitted for the approval of our Board and the risks associated with such matters. On a periodic
basis, members of senior management report on our top enterprise risks and the steps management has
taken or will take to mitigate these risks. For example:
>
Our Board meets at least twice annually with our Chief Technology Officer, Chief Information
Security Officer and/or external cybersecurity experts to assess cybersecurity risks and to
evaluate the status of our cybersecurity efforts, which include a broad range of tools and training
initiatives that work together to protect the data and systems used in our business. Our Board is
aware of the threats presented by cybersecurity incidents and is committed to our company
taking measures to help prevent and mitigate the effects of any such incidents.
>
Our Chief Compliance Officer provides updates to our Board on regulatory and compliance
matters, which includes an annual in-depth review.
>
Our General Counsel updates our Board regularly on material legal and regulatory matters.
|
18
|
||
|
C
ORPORATE
G
OVERNANCE
|
|
|
|
>
Our Chief Human Resources Officer provides updates to our Board on human capital matters,
including hiring investment, talent development and retention, reward strategy and employee
engagement.
>
The senior leadership of our shareholder advisory business also presents periodically to our Board
on key trends shaping the shareholder landscape across governance, executive compensation,
activism-defense, strategic investor relations and sustainability matters.
Our Board Committees’ Role in Risk Oversight
Our Board exercises its risk oversight responsibility both directly and through its standing
committees, which assist our Board by addressing specific matters within their purview, as summarized in the
following table. While each committee is responsible for evaluating certain risks and overseeing the
management of such risks, our Board keeps itself regularly informed regarding such risks through
management and committee reports and otherwise.
|
Key Risk Oversight Responsibilities of Our Board’s Committees
|
||||
|
Audit
Committee
|
Compensation
Committee
|
Nominating/Corporate
Governance Committee
|
||
|
>
Financial statements,
accounting and internal
controls over financial
reporting processes
>
Qualifications, performance
and independence of
independent registered public
accounting firm
>
Performance of internal audit
>
Assessment of major risks
facing our company and
management’s efforts to
manage those risks
|
>
Overall compensation
philosophy
>
Corporate goals and objectives
relevant to compensation of
the CEO and other Executive
Officers
>
Evaluation of the CEO’s
performance and
determination of the CEO’s
compensation
>
Review of other Executive
Officers’ compensation
>
Modification of any executive
compensation program
yielding payments not
reasonably related to executive
and corporate performance
>
Review of potential material
adverse effects on our
company arising from
compensation programs and
plans for all employees
>
Our company’s human capital
management strategy
>
Administration of our clawback
policy
|
>
Director and committee
member selection
>
Evaluation of our Board,
committees and management
>
Development of our
company’s corporate
governance principles
>
Evaluation of director
independence and possible
conflicts of interest
>
Composition and size of our
Board and committees
>
Review of disclosures
pertaining to corporate
sustainability issues
|
||
Cybersecurity and Data Protection
We are continually evolving our technology platform to respond to innovation, cyber threats and the
ongoing growth of our business. Given the potential impact of a security breach on our business and
reputation, we are committed to continued investment in our technology to ensure the security of our
information.
|
19
|
||
|
C
ORPORATE
G
OVERNANCE
|
|
|
|
Breaches of our systems could involve attacks that are intended to obtain unauthorized access to, or
to destroy, sensitive or proprietary information, or to disable, degrade or sabotage our systems. These
attempts may involve the introduction of computer viruses or malware/ransomware, phishing or email
spoofing or cyber-attacks of other means that originate from a broad array of sources, including third parties
and/or nation-states. We take various measures to ensure the confidentiality, integrity and availability of our
systems, including implementation of security controls and regular training of our employees with respect to
measures we can take to try to thwart cybersecurity attacks. Further, all of our employees are trained at least
annually on our information security policies. Employees are subject to reviews if they miss the training or fail
repeated phishing tests. Our Board takes an active role in reviewing our cybersecurity program.
Our full Board retains responsibility for the oversight of management’s role in assessing and
managing cybersecurity risk. Our company’s management team and the Chief Technology Officer or Chief
Information Security Officer, or both, report at least twice annually to our Board on risks and issues, including
to evaluate the status of our cybersecurity efforts. Our Board also discusses cybersecurity issues with
external experts. For further details regarding our cybersecurity risk management and processes, please refer
to Part I, Item 1C in our latest Annual Report on Form 10-K filed with the SEC.
Culture of Compliance
As a financial services company, our business is subject to extensive rules and regulations in the
United States and around the globe. Adherence to these various rules and regulations is paramount to the
reputation and success of our company. As such, all of our employees are required to participate in various
mandatory regulatory and compliance training programs designed to educate our employees on the many
laws, rules and regulations that impact our company as well as reinforce the gravity of adherence to such laws,
rules and regulations. Such programs include, without limitation, regular compliance training sessions on our
company’s Global Compliance Policies Manual and Written Supervisory Procedures, including training
sessions on our Anti-Money Laundering/Know Your Customer rules and procedures. In addition, all employees
receive training on PJT Partners’ Code of Business Conduct and Ethics, the PJT Partners Inc. Securities
Trading Policies and Procedures (the "Trading Policy") and our policies and procedures for reporting
wrongdoing (see “Whistleblower Program” below).
Corporate Governance Guidelines
Our Board has adopted Corporate Governance Guidelines that address the following key corporate
governance subjects, among others: director qualification standards; director responsibilities; director access
to management and, as necessary and appropriate, independent advisors; director compensation; director
orientation; management succession; service on other public company boards and an annual performance
evaluation of our Board. In February 2025, our Nominating/Corporate Governance Committee and our Board
reviewed the Corporate Governance Guidelines, and our Board approved and re-adopted them.
You are encouraged to visit our website
www.pjtpartners.com
, under the “Investor Relations/
Governance/Governance Documents” section to view or to obtain copies of our Corporate Governance
Guidelines. You may also obtain, free of charge, a copy of our Corporate Governance Guidelines by directing
your request in writing to our Corporate Secretary.
Code of Business Conduct and Ethics
Our Board has adopted a Code of Business Conduct and Ethics for our directors, officers and
employees that addresses these important topics, among others: conflicts of interest; corporate
opportunities; confidentiality of information; fair dealing; protection and proper use of our assets; compliance
with laws, rules and regulations (including insider trading laws) and encouraging the reporting of any illegal or
unethical behavior. In November 2024, our Board reviewed the Code of Business Conduct and Ethics, and our
Board approved and re-adopted it.
Any waiver of the Code of Business Conduct and Ethics for our directors or officers may be made
only by our Board or one of its committees. We intend to disclose on our website any amendment to, or waiver
of, any provision of the Code of Business Conduct and Ethics applicable to our directors and Executive
Officers that would otherwise be required to be disclosed under the rules of the SEC or the NYSE.
|
20
|
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|
C
ORPORATE
G
OVERNANCE
|
|
|
|
You are encouraged to visit our website at
www.pjtpartners.com
to view or to obtain copies of our
Code of Business Conduct and Ethics. You may also obtain, free of charge, a copy of our Code of Business
Conduct and Ethics by directing your request in writing to our Corporate Secretary.
Securities Trading Policies and Procedures
We have adopted our
Trading Policy
, which governs the purchase, sale and/or other dispositions of
our company’s securities by our directors, officers, employees and our company itself, that we believe is
reasonably designed to promote compliance with insider trading laws, rules and regulations and the exchange
listing standards applicable to us. A copy of our Trading Policy was filed as Exhibit 19.1 to our most recent
Annual Report on Form 10-K.
Director Orientation and Onboarding
As required by our Corporate Governance Guidelines, management works with our Board to provide
an orientation process for new directors. The orientation programs are designed to familiarize new directors
with our company’s business, strategies and challenges and to assist new directors in developing and
maintaining skills necessary or appropriate for the performance of their responsibilities. Each new director’s
onboarding is individually tailored to the experience and needs of the new director.
Shareholder Engagement
As part of our annual shareholder engagement program, we contact many of our largest shareholders
to offer meetings to discuss a range of topics related to our company’s strategy, governance profile,
executive compensation practices, corporate sustainability, human capital management, financial
performance and other matters. These meetings may include participation by our Managing Partner, Chief
Financial Officer, Chief Human Resources Officer and other members of management. This engagement
program complements our normal course investor dialogue that we have conducted since our company's
founding, focuses on our business, strategy and financial performance and demonstrates our commitment to
maintaining an open dialogue with all of our shareholders. Our management team shares investor feedback
from this engagement program with our Board, and our Board values this constructive feedback, which it
considers when reviewing our governance, compensation and corporate sustainability practices. Our Board
remains committed to seeking out and considering investor feedback.
In conversations throughout
2024
, we discussed a range of topics, including:
>
Business Strategy and Priorities
>
Board Composition and
Refreshment
>
Board Structure and Governance Practices
>
Executive Compensation
>
Corporate Sustainability
>
Human Capital Management and Culture
Human Capital Management Overview
Human Capital Management Philosophy
From day one of our company, we have been committed to developing our culture as a commercial
differentiator – one that attracts and retains people in order to create a world-class firm built for the long
term. Our culture is defined by strong character, deep capabilities, broad domain expertise and a steadfast
emphasis on collaboration. These qualities ensure we are best placed to provide unique commercial advice to
our clients.
Our long-term commercial success depends on our ability to attract, retain and develop the best
talent at all levels. Accordingly, human capital management is a business priority and central to everything we
do, as demonstrated by the number and quality of hires we have made, our historically low levels of regretted
attrition and the consistent positive feedback we receive through our employee surveys.
Reinforcement of the
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culture we are building comes through engagement with our employees, the reward principles we apply to
compensation and promotion decisions and our various talent development initiatives, which continue to
evolve as we grow.
As of
December 31, 2024
, we employed
1,143
individuals globally, including 119 pa
rtners
.
Reward Principles
We believe our company culture is reinforced by rewarding employees who exemplify the pillars of our
culture. Since the inception of our company, our compensation and promotion approach has been designed to
reward employees based on their commercial contribution and commitment to our values. Our compensation
is not formulaic and does not include individual revenue pay-outs. For a broad group of employees,
discretionary bonuses also typically include a company stock component to reinforce long-term focus and
alignment with the interests of our company and shareholders. All compensation and promotion decisions
consider a number of factors aligned to the four core values of our culture:
|
Character
|
Collaboration
|
Commercial Impact/
Client Relationships
|
Content
|
>
Character - each individual is responsible for protecting our reputation, operating with the highest
level of integrity and positively contributing to the development of our company culture;
>
Collaboration - working together allows us to learn from each other, leverage relationships and
provide the best solutions;
>
Commercial impact/client relationships - how we partner and gain the trust of our internal and
external clients correlates to the reputation we earn across markets and
>
Content - our employees have deep and differentiated domain expertise, enabling thought
leadership and innovation.
Board Oversight of Human Capital Management
Our Board actively oversees the human capital management strategy of our company. Some key
examples of our Board’s engagement include:
>
Our Board periodically discusses succession planning for our Named Executive Officers, including
for our Chairman and CEO. Our Board’s review includes an assessment of the experience,
performance and skills of potential successors in these critically important roles. Our Board holds
CEO succession planning discussions in executive sessions led by the Lead Independent Director.
>
Our Board, including our Compensation Committee, maintains an active information flow with
senior management and directs senior management to update and consult it regularly on key hires
and other important aspects of
our
company’s human capital strategy. With our Board’s
oversight,
our
company continuously refines human capital priorities based on business drivers,
employee feedback and the overall environment for talent.
>
Directors receive relevant employee communications, including announcements of transactions
on which
our
company has advised.
Employee Feedback and Engagement
We view active dialogue with our employees as essential to maintaining our unique culture. We
regularly conduct firmwide, anonymous surveys to formally solicit feedback from our employees regarding
their on-the-job experiences, priorities and recommendations for improvement. Participation is consistently
high. The recurring positive themes of these employee surveys include a strong belief in our commitment to
doing the right thing for both our clients and our company, a belief that PJT Partners has a differentiated
culture, a commitment to excellence and a strong sense of respect among colleagues.
We use these results, along with feedback gathered through other employee connectivity forums, to
further inform our priorities. Company leadership also maintains an active dialogue with employees through
global town hall meetings, which take place quarterly.
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We also maintain several other channels to engage with our employees on human capital topics,
including our talent development committee, individual performance reviews and other less formal forums,
such as regularly scheduled meetings within each business. We use these channels to discuss employee
feedback and ideas relating to issues such as resourcing and training priorities. We continue to support a
number of employee-directed resource groups and challenge ourselves to be an inclusive team.
Employer of Choice Initiatives
We prioritize the health and well-being of our employees and their families. We have always aimed to
provide pay, benefits and other support that seeks to meet the varying needs of our employees. Our total
rewards package is based on competitive pay and is often structured to include discretionary bonuses that
include long-term incentives. Such incentives are designed to ensure alignment with our shareholders and the
overall success of our company. Other benefits we provide employees include comprehensive health care,
401(k) plan matching or pension contributions based on geographic practices, generous paid time off,
discounted gym memberships, access to walk-in health care and emergency child and elderly care. We
recognize that mental health is an integral part of our employees’ overall well-being and essential to our
success at PJT Partners. In addition to providing workshops on mental health awareness, our employees and
their families benefit from ongoing access to a comprehensive mental health platform that provides on-
demand access from a broad provider network. We also acknowledge the importance of work-life balance for
our employees through paid-time off and leave policies that are consistent for all, regardless of level.
In 2024, employees also had the opportunity to attend a financial stewardship program. This was
designed to enhance personal financial decision-making, which not only benefits our employees but in turn
contributes to the well-being and success of our organization.
It is our practice to review and benchmark not only our compensation practices, but our health and
wellness benefits annually and consider feedback from our employees to ensure we remain an employer of
choice. This review has resulted in numerous policy refinements since the start of our
company
.
Engagement with the Broader Community
A core measure of our success is our ability to make a difference in the communities where we live and
work. Since 2020, our company and our employees have donated over
$10
million to more than 450
global
organizations that support causes that are important to our communities. Our employees also have the
opportunity to participate in PJT Partners fundraising events, and we have continued to require our summer
program participants to complete a community volunteering project as a prerequisite for a full-time offer.
Competition
The financial services industry is intensely competitive, and we expect it to remain so. Our
competitors for talent include other investment banking and financial advisory firms as well as private equity
firms, hedge funds and corporate entities. We compete on both a global and a regional basis, and on the basis
of a number of factors, including the strength and depth of client relationships, industry knowledge,
transaction execution skills, our range of products and services, innovation, reputation, our ability to offer a
compelling career path and competitive rewards.
Our ability to continue to compete effectively in our business will depend upon our ability to attract
new employees and retain and motivate our existing employees. As a result, we remain focused on ensuring
that our employment proposition includes an attractive culture, development opportunities and competitive
rewards.
Corporate Sustainability at PJT Partners
Since the inception of our company, we have been committed to building a premier global advisory
focused company based on a culture of excellence, integrity and purpose, delivering best-in-class advice to
decision makers around the globe. Our investment decisions have been guided by a relentless focus on
building a company that will stand the test of time.
Our Corporate Sustainability Report is intended to share our ongoing efforts and progress on our
corporate
sustainability journey across several key aspects of our company, including our people, our
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business, our governance and how we give back to our communities. Based on the feedback we received from
our shareholders, our report includes disclosures aligned with the Investment Banking & Brokerage SASB
standard, part of the Value Reporting Foundation.
Director Independence
A majority of the directors serving on our Board must be independent as required by the listing
standards of the NYSE and the rules promulgated by the SEC. Our company defines an “independent”
director in accordance with the corporate governance rules of the NYSE. Under the NYSE’s corporate
governance rules, no director qualifies as independent unless our Board affirmatively determines that the
director has no “material relationship” with us, either directly or as a partner, shareholder or officer of an
organization that has a relationship with us. Further, directors who have relationships covered by one of five
bright-line independence tests established by the NYSE may not be found to be independent.
Audit Committee members are subject to heightened independence requirements under NYSE rules
and Rule 10A-3 under the Exchange Act. NYSE rules require that in affirmatively determining the
independence of any director who will serve on our Compensation Committee, our Board must consider all
factors specifically relevant to determining whether a director has a relationship to our company that is
material to that director’s ability to be independent from management in connection with the duties of a
member of our Compensation Committee.
Our Board has determined, based upon its review of all relevant facts and circumstances and after
considering all applicable relationships of which our Board had knowledge between or among the directors
and our company or our management, that each of our current directors and directors who served during
2024
, other than Mr. Taubman and Mr. Cornwell, has no material relationship with us (either directly or as a
partner, shareholder or officer of an organization that has a relationship with us) and is “independent” as
defined in the NYSE listing standards, the applicable SEC rules and our director independence standards.
Further, our Board has determined that the members of our Audit Committee and Compensation Committee
are also independent under the applicable NYSE and SEC rules mentioned above. No director participated in
the final determination of his or her own independence.
Executive Sessions
Executive sessions of non-management directors are held after each regularly scheduled Board
meeting. In addition, under our Corporate Governance Guidelines, if the non-management directors include
directors who have not been determined to be independent, the independent directors will separately meet in
executive session at least once a year. During
2024
, the non-management directors who were then serving on
our Board held four executive sessions. “Non-management directors” include all directors who are not our
officers and all non-management directors who have been determined by our Board to be independent.
Currently, Mr. Taubman is the only officer serving on our Board. Mr. Cornwell is a non-management director
who is not an officer but has been determined by our Board to not be independent because of his prior status
as a partner of our company until January 2023.
Compensation Committee Interlocks and Insider Participation
No member of our Compensation Committee is a current or former officer or employee of PJT
Partners or any of its subsidiaries. None of our Executive Officers serves as a member of the board of
directors or compensation committee of any company that has one or more of its Executive Officers serving
as a member of our Board or Compensation Committee.
Board and Committee Meetings; Annual Meeting Attendance
During
2024
, our Board held five meetings, our Audit Committee held seven meetings, our
Compensation Committee held five meetings and our Nominating/Corporate Governance Committee held six
meetings. During such time, each director then serving on our Board attended at least 75% of each of the
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meetings of our Board and committees on which they served during the period for which they were a director
or committee member, respectively.
The non-management directors of our company regularly meet in executive session without
management. Under the Corporate Governance Guidelines adopted by our Board, our Lead Independent
Director presides at such executive sessions.
Under
our Corporate Governance Guidelines, directors are encouraged to attend our annual meetings
of shareholders.
All but one of our directors attended our
2024
virtual annual meetin
g.
Communications with Our Board
Anyone who would like to communicate with, or otherwise make their concerns known directly to any
then-serving Lead Independent Director, to the chairperson of any of our Audit, Nominating/Corporate
Governance and Compensation Committees, or to the non-management or independent directors as a group,
may do so by addressing such communications or concerns to our General Counsel at PJT Partners Inc., 280
Park Avenue, New York, New York 10017, who will, as appropriate, forward such communication.
Whistleblower Program
We have adopted procedures for reporting concerns regarding accounting and other matters. These
procedures are designed to provide channels of communication for employees and others who have concerns
about the conduct of our company or any of its people, including with respect to our company’s accounting
controls or auditing matters. All such channels of communication include the option to report anonymously.
Any person may report to our Audit Committee any accounting allegation, legal allegation or retaliatory act.
Reports can be made in writing to PJT Partners, Attn: Audit Committee, 280 Park Avenue, New York, New
York 10017. In addition, reports can be made:
>
by contacting the General Counsel in writing or in person at PJT Partners, Attn: General Counsel,
280 Park Avenue, New York, New York 10017;
>
by contacting the Head of Internal Audit in writing or in person at PJT Partners, Attn: Head of
Internal Audit, 280 Park Avenue, New York, New York 10017;
>
by contacting the Chief Compliance Officer in writing or in person at PJT Partners, Attn: Chief
Compliance Officer, 280 Park Avenue, New York, New York 10017;
>
by submitting a report online at http://
www.pjtpartners.ethicspoint.com
or
>
by calling the Employee and Reporting Hotline at any time. The hotline can be reached in the U.S.
at 1-844-279-8892; dialing instructions for callers outside the U.S. are available at http://
www.pjtpartners.ethicspoint.com
.
The information in any such report will be provided to management or, as appropriate, our Audit
Committee as promptly as practicable. To the extent possible, reports should be factual rather than
speculative or conclusory, and should contain as much specific information as possible to allow for proper
assessment. In addition, to the extent possible, reports should contain sufficient corroborating information to
support the commencement of an investigation. Our company strictly prohibits any retaliation for reporting a
possible violation of law, ethics or company policy, no matter whom the report concerns.
Director Compensation
Members of our Board who are members of management receive no additional compensation for their
services as directors. Each non-management director receives an annual base retainer for the service period
from June 1 to May 31 in the amount of $225,000, with a minimum of 50% (and, if selected by the non-
management director, up to 100%)
of
such annual retainer delivered in the form of Restricted Stock Units
(“RSUs”). Effective June 1, 2025, the annual base retainer for non-management directors will increase
to
$250,000.
Subject to continued service, RSUs granted pursuant to a director’s election vest quarterly in
substantially equal installments over the subject year of service, with vesting accelerated upon death,
disability or a change in control of our company. Vested RSUs will be settled on the earliest of the termination
of service of such director, the fifth anniversary of the grant date or a change in control of our company and
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will be settled in shares of our company’s Class A common stock or, at the discretion of our Compensation
Committee, cash (or a combination thereof).
Each new non-management director also receives a one-time grant of RSUs in an amount having a
value of $100,000. Subject to continued service, the one-time RSU grant vests in substantially equal
installments annually over four years, with vesting accelerated upon death, disability or a change in control of
our company. Upon vesting, the one-time RSU grant will be settled on the earliest of the termination of service
of the director, the fourth anniversary of the grant date or a change in control of our company and will be
settled in shares of our company’s Class A common stock or, at the discretion of our Compensation
Committee, cash (or a combination thereof). We also reimburse each of our non-management directors for
his or her travel expenses incurred in connection with his or her attendance at meetings of our Board and its
committees.
The Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan approved by our
company’s shareholders on May 24, 2023 (as amended, the “Omnibus Incentive Plan”) limits the amount of
compensation for director services that may be awarded to each non-management director (including both
equity awards and any cash fees paid to the non-management director but excluding expense
reimbursement) in any fiscal year to $750,000 in total value. Further, our Compensation Committee has
engaged Willis Towers Watson, an outside independent compensation consultant, to provide guidance with
respect to compensation paid to our non-management directors.
Minimum Equity Ownership Guidelines for Non-Management Directors
Our Compensation Committee requires our non-management directors to maintain equity ownership
in our company (including Partnership Units or RSUs) having a market value equal to or greater than three
times the annual base retainer, which is currently $225,000 and will increase to $250,000 effective June 1,
2025. Each non-management director must achieve the minimum equity investment within five years from
the later of the adoption of the guidelines (for directors in place at that time of the adoption of the guidelines)
and the date of such director’s election to our Board (for subsequently appointed directors). All directors are,
or are expected to be, within the time ascribed in our ownership guidelines, in compliance with our Minimum
Equity Ownership Guidelines.
Director Compensation for Fiscal Year
2024
The
2024
compensation of the non-management directors is set forth in the table below:
|
Name
|
Fees Earned or Paid in
Cash
|
Stock Awards
1
|
Total
|
|||
|
K. Don Cornwell
|
$—
|
$225,000
|
$225,000
|
|||
|
James Costos
|
$56,200
|
$168,800
|
$225,000
|
|||
|
Emily K. Rafferty
|
$112,500
|
$112,500
|
$225,000
|
|||
|
Thomas M. Ryan
|
$—
|
$225,000
|
$225,000
|
|||
|
Grace R. Skaugen
|
$112,500
|
$112,500
|
$225,000
|
|||
|
Kenneth C. Whitney
|
$112,500
|
$112,500
|
$225,000
|
1
The amounts in this column reflect the aggregate awards of RSUs granted in fiscal year 2024 in accordance with Accounting
Standards Codification Topic 718, Compensation – Stock Compensation (“ASC Topic 718”). A discussion of the assumptions used
in calculating these values can be found in Note 10 to our 2024 audited financial statements included in our Annual Report on Form
10-K for the year ended
December 31, 2024
.
On June 3, 2024, Mr. Cornwell and Mr. Ryan were awarded 2,076 RSUs with a grant date fair value of $108.42 per share computed
in accordance with ASC Topic 718 approximating $225,000, Mr. Costos was awarded 1,557 RSUs with a grant date fair value of
$108.42 per share computed in accordance with ASC Topic 718 approximating $168,800, and Ms. Rafferty, Ms. Skaugen and Mr.
Whitney were awarded 1,038 RSUs with a grant date fair value of $108.42 per share computed in accordance with ASC Topic 718
approximating $112,500.
Subject to continued service as a director, 25% of each of these RSU grants generally has vested or will
vest on August 31, 2024, November 30, 2024, February 28, 2025 and May 31, 2025. The shares of Class A common stock
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underlying such vested RSUs will be delivered on the earliest of (i) the termination of the director’s services, (
ii)
June 1
, 2029 or
(iii) a
change in control of our company.
As of
December 31, 2024
, Mr. Cornwell held 57,902 unvested RSUs (representing total unvested RSUs, not RSUs in relation to
directorship only), and Mr. Costos, Ms. Rafferty, Mr. Ryan, Ms. Skaugen and Mr. Whitney held 784, 523, 1,044, 523 and 523
unvested RSUs, respectively. These amounts include RSUs credited as dividend equivalents on the underlying RSUs in connection
with dividends paid by our company to holders of its Class A common stock. Credited dividend equivalents are subject to the same
terms and conditions as the underlying RSU.
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Executive Compensation
|
Proposal 2: Advisory Resolution to Approve Executive Compensation
|
|
Board Recommendation
|
|
Our Board recommends that you vote “FOR” approval of the compensation of our Named Executive
Officers.
|
Proposal 2: Advisory Resolution to Approve Executive Compensation
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the
SEC, we are including in these proxy materials a separate resolution subject to shareholder vote to approve, in
a non-binding advisory vote, the compensation of our Named Executive Officers as disclosed below. The text
of the resolution in respect of Proposal 2 is as follows:
“RESOLVED, that the compensation paid to our company’s Named Executive Officers as disclosed in
this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis,
compensation tables, and any related narrative discussion, is hereby APPROVED.”
In considering your vote, you may wish to review with care the information on our compensation
policies and decisions regarding the Named Executive Officers presented in the Compensation Discussion
and Analysis set forth below.
In particular, shareholders should note that our compensation program includes elements that are
intended to ensure strong alignment between the interests of our Executive Officers and our shareholders:
>
Annual incentive compensation that places a strong emphasis on company-wide financial
performance, with consideration given to the individual performance of each Executive Officer.
>
An appropriate link between compensation and the creation of shareholder value through long-
term equity awards.
>
A focus on collaboration, and therefore does not include individual revenue pay-outs at any level.
>
Consideration for each executive’s contribution to leadership and talent development.
>
Benchmarking analysis to help us understand compensation practices of our competitors.
Our compensation program for our Executive Officers and our company overall also aims to be
market-competitive versus our peers, in both quantum and structure to ensure that we are able to attract and
retain executives and other professionals that contribute to the long-term success of our company.
While the results of the vote are non-binding and advisory in nature, our Board intends to carefully
consider the results of the vote.
Executive Compensation Philosophy
Our executive compensation program considers company-wide financial measures to ensure
alignment with our shareholders, in addition to goals targeted to each of the Named Executive Officers. We
seek to ensure that each Named Executive Officer has goals that are tied to tangible measures of business
success as well as those that are focused on leadership and talent development. Rewards for our Executive
Officers are structured to ensure a focus on the long-term success of our company. This is typically achieved
by granting a significant portion of annual incentives in the form of restricted stock awards that generally vest
over four years.
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Executive Officers
Set forth below are biographical summaries of our Executive Officers as of
April 21, 2025
, other than
Mr. Taubman, our Chairman and CEO, whose biographical summary is set forth above in “Proposal 1 —
Election of Directors.”
|
Name
|
Ji-Yeun Lee
|
Helen T. Meates
|
David A. Travin
|
||||||
|
Age
|
58
|
63
|
49
|
||||||
|
Position
|
Managing Partner
|
Chief Financial Officer
|
General Counsel
|
||||||
|
Professional
Highlights
|
Ji-Yeun Lee is the Managing
Partner of PJT Partners and has
served in this role since our
company’s founding in 2015. She
has over 35 years of leadership
experience within the global
investment banking industry and
extensive experience advising
clients on a broad range of
transactions across industries
and geographies. Ms. Lee
oversees our company’s
strategy, operations and talent
and plays a central role in guiding
business performance, cross-
firm growth initiatives and client
engagement. She also leads
firmwide cultural and
philanthropic initiatives,
including recruiting programs
that expand our company’s
pipeline and the ongoing
mentorship of employees at all
levels.
Previously, Ms. Lee was
Managing Director and Deputy
Head of Global Investment
Banking at Morgan Stanley,
originally joining that firm in
1988. She spent the majority of
her career in Mergers &
Acquisitions, including six years
in Morgan Stanley’s London
office, and was appointed the
Deputy Head of Global
Investment Banking in 2007. She
joined Morgan Stanley’s
Management Committee in 2011.
Ms. Lee serves on the Board of
Directors of Good Shepherd
Services, the Nightingale-
Bamford School and Amherst
College. She holds a BA from
Amherst College.
|
Helen Meates is the Chief
Financial Officer of PJT
Partners, a role she has held
since our company’s founding in
2015. Ms. Meates is an
experienced leader in the
financial services industry. She
leads PJT’s global finance
function, overseeing financial
reporting and analytics, financial
planning and engagement with
key stakeholders including PJT
Partners’ investors, regulators
and the equity research
community. She is also
responsible for managing the
technology functions and plays a
central role in supporting our
company’s growth initiatives.
Prior to joining PJT Partners,
Ms. Meates spent 22 years at
Morgan Stanley, most recently
as a Managing Director,
primarily focused on global
capital markets. Her roles
included Deputy Head of Global
Capital Markets and co-Chair of
that firm’s Capital Commitment
Committee.
Ms. Meates serves on the boards
of a number of non-profit
organizations including the SMA
Foundation, the Bridgehampton
Chamber Music Festival and
Play Rugby (USA). She holds a
law degree (LLB) from
Canterbury University in New
Zealand and an MBA from
Columbia Business School.
|
David Travin is the General
Counsel of PJT Partners,
overseeing our company’s
global legal and compliance
functions. Mr. Travin joined PJT
Partners in 2016 and served as
the Deputy General Counsel
until his appointment as
General Counsel in January
2021. Mr. Travin has extensive
experience in global legal and
regulatory matters and also
plays an essential role in
advising our company’s
leadership and bankers on legal,
regulatory and transactional
matters.
Prior to joining PJT Partners,
Mr. Travin was a senior member
of the legal departments of
both UBS AG and Deutsche
Bank AG, overseeing significant
and complex litigation and
regulatory matters across each
of those firms.
Mr. Travin serves on the Board
of Directors of Only Make
Believe Inc. He holds a BS from
Cornell University and a JD
from The George Washington
University Law School.
|
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Each of our Executive Officers serves at the discretion of our Board without a specified term of office.
Elements of Our Named Executive Officer Compensation
Program
|
Element
|
Key Features
|
Highlights
|
||||
|
Fixed Compensation
|
||||||
|
Base Salary
|
>
Fixed pay
>
Informed by reference to peer
group and adjusted for, among
other variables, tenure and
experience
>
Level also takes into account
scope of role
>
Reviewed annually
|
>
Base salaries have not been
adjusted since October 1, 2015 for
Mr. Taubman, January 1, 2016 for
Ms. Lee, January 1, 2021 for Mr.
Travin and January 1, 2023 for Ms.
Meates
|
||||
|
Annual Incentive Compensation (Discretionary Performance-Based)
Value determined based on company-wide financial performance and individual objectives
|
||||||
|
Cash Bonus
|
>
Variable pay delivered in cash
|
>
Mr. Taubman has not received any
cash compensation in excess of
base salary since our company’s
inception
|
||||
|
Annual Long-Term
Incentive Awards
|
>
Variable pay typically granted in
equity
>
Equity grants account for, on
average, approximately 48% of
the Annual Incentive
Compensation for the Named
Executive Officers (other than Mr.
Taubman)
|
>
The percentage of the Named
Executive Officers’ total 2024
annual incentive compensation
that was delivered in the form of a
long-term equity award was 50%
for Ms. Lee, 47% for Ms. Meates
and 47% for Mr. Travin
>
Equity awards granted with
respect to performance in
calendar year
2024
to Ms. Lee,
Ms. Meates and Mr. Travin
generally vest following the
second, third and fourth year from
grant date.
>
Mr. Taubman did not receive an
annual incentive award related to
his
2024
performance
|
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Say on Pay Vote
With respect to our
2024
non-binding, advisory shareholder vote on executive compensation, or say
on pay, our shareholders overwhelmingly approved our executive compensation program with over 84.6%
of
voted shares cast in favor of the say on pay proposal. We believe these results reflect strong shareholder
support for our pay-for-performance linkage and our compensation structure that facilitates it, and therefore
underscores the endorsement by our shareholders of the alignment between our executive compensation and
performance.
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COMPENSATION OF OUR EXECUTIVE OFFICERS
Compensation Discussion and Analysis
This section of our Proxy Statement discusses the principles underlying our executive compensation
policies and decisions. In addition, this section provides qualitative information about the manner and context
in which compensation is awarded to, and earned by, our Named Executive Officers and places in context the
data presented in the tables and narrative that follow.
Throughout this Proxy Statement, our Named Executive Officers (our “Named Executive Officers”)
for the fiscal year ended
December 31, 2024
are as follows:
>
Paul J. Taubman, our Chairman and CEO;
>
Ji-Yeun Lee, our Managing Partner;
>
Helen T. Meates, our Chief Financial Officer and
>
David A. Travin, our General Counsel.
Roles of Our Compensation Committee, Compensation Consultant and Management
Compensation Committee
Our Compensation Committee is comprised entirely of independent directors. Our Compensation
Committee has overall responsibility for monitoring the performance of our Named Executive Officers and
evaluating and approving our executive compensation plans, policies and programs. In addition, our
Compensation Committee oversees the Omnibus Incentive Plan.
With respect to the compensation paid to our Chairman and CEO, our Compensation Committee
reviews and approves all components of Mr. Taubman’s compensation and ensures that his compensation
aligns with our company’s strategic plan. With respect to the other Named Executive Officers, our
Compensation Committee seeks input from our Chairman and CEO and Chief Human Resources Officer,
reviews and approves all components of our other Named Executive Officers’ compensation and ensures that
their compensation aligns with our company’s strategic plan.
Use of Independent Advisor
Our Compensation Committee has engaged Willis Towers Watson, an independent outside
compensation consultant, to provide guidance with respect to the development and implementation of our
compensation programs. Willis Towers Watson provides our Compensation Committee with advice
concerning the types and levels of compensation to be paid to our Named Executive Officers. Willis Towers
Watson provides our Compensation Committee with peer executive and non-employee director
compensation data, as well as expertise and advice on various matters brought before our Compensation
Committee. Our Compensation Committee utilizes Willis Towers Watson’s advice and insights to inform the
eventual decision-making process. Willis Towers Watson also assists management and our Compensation
Committee by providing market data on the compensation practices and programs of our peer competitors
and guidance on industry trends and best practices.
Our Compensation Committee has sole authority to retain and terminate the independent
compensation consultant and approve fees and other engagement terms. Our Compensation Committee
requires that its consultant be independent of company management. In assessing Willis Towers Watson’s
independence, our Compensation Committee considered the six independence factors for compensation
consultants listed in the NYSE listing requirements and determined that the retention of Willis Towers Watson
did not raise any conflict of interest.
Management
Our CEO and our Chief Human Resources Officer attend Compensation Committee meetings,
provide information as to the individual performance of the other Named Executive Officers and make annual
recommendations to our Compensation Committee of appropriate compensation levels. Our CEO, with input
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from the Chief Human Resources Officer and in consultation with our Compensation Committee, also
develops annual performance goals focused on our company’s tactical and strategic objectives against which
our Named Executive Officers will generally be measured. Our CEO and our Chief Human Resources Officer
present an evaluation against those objectives to our Compensation Committee as part of the annual
compensation process. Compensation funding and structure for employees overall is assessed by giving
consideration to our company’s tactical and strategic objectives as well as business specific considerations of
each business and is presented by our CEO and our Chief Human Resources Officer to our Compensation
Committee for approval. All components of our Named Executive Officers’ compensation must be approved
by our Compensation Committee in its sole discretion.
Benchmarking Process
In developing our compensation programs, our Compensation Committee commissions a
compensation
benchmarking analysis to ensure that our programs are competitive with those of other
independent investment banks, including consideration of the cost of equivalent talent in the markets in which
we operate. Our Compensation Committee reviews our Named Executive Officer compensation in relation to
other financial institutions, working with Willis Towers Watson, which provides market data and practices for
consideration, as well as executive compensation trends and developments. One of the challenges for our
company when establishing its peer group is the limited number of directly comparable organizations. Part of
our Compensation Committee’s overall review of the executive compensation program over the past several
years has included developing underlying principles for identifying peers. These principles include operating in
similar or comparable industry segments: investment banking, comparable in size and scope and competitors
for talent. The full peer group of independent investment banking firms considered for the 2023 market data
benchmarking set for the purposes of 2024 executive compensation decisions is Evercore Inc., Houlihan
Lokey Inc., Jefferies Financial Group Inc., Lazard Ltd., Moelis & Company and Perella Weinberg Partners and
Rothschild & Co. The most relevant public competitors considered within the independent investment bank
benchmarking data for
2024 did not change from the prior year and
included:
|
Lazard Ltd
Evercore Inc.
Houlihan Lokey, Inc.
|
Moelis & Company
Perella Weinberg Partners
|
For purposes of determining our overall level of executive compensation (i.e., base salary and annual
incentive compensation), our Compensation Committee generally reviews compensation in light of peer group
compensation ranges but does not limit target setting to a particular peer group percentile.
Our Compensation Committee also takes into account other factors, including the executive’s role
and experience, as compared to our peers’ executives. Ultimately, our Compensation Committee believes that
appropriate compensation for a particular executive should be made based on the full review of company and
individual performance, while also considering market data.
Overall, as set forth below in “Elements of Our Compensation Program,” Willis Towers Watson
determined that our executive compensation programs, as structured, are appropriately competitive relative
to our peers.
Elements of Our Compensation Program
Compensation provided to our Named Executive Officers generally consists of base salary,
discretionary annual incentive compensation, which includes a cash bonus and long-term incentive awards
granted in the form of equity, and other perquisites and benefits, each of which is described in more detail
below.
Base Salary
The base salary payable to each Named Executive Officer provides a fixed component of
compensation that reflects the executive’s position and responsibilities. Base salaries are reviewed annually
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by our Compensation Committee and may be adjusted to better match competitive market levels or to
recognize an executive’s professional growth, development and increased responsibility.
In
2024
, we provided an annual base salary of $1,000,000, $1,000,000, $1,000,000 and $500,000
to each of Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin, respectively. The amount of the base salary for
the Named Executive Officer is set in accordance with the terms of their respective partner agreements and
may be adjusted from time to time in accordance with those agreements. These base salaries have not been
adjusted since October 1, 2015 for Mr. Taubman, January 1, 2016 for Ms. Lee, January 1, 2023 for Ms. Meates
and January 1, 2021 for Mr. Travin.
Annual Incentive Compensation
Named Executive Officers are eligible to receive discretionary compensation on an annual basis to
incentivize the achievement of key short- and long-term corporate strategic goals. We do not set specific
quantitative performance targets upon which the annual incentive compensation paid to our Named
Executive Officers would become payable. Instead, the annual incentive compensation paid to our Named
Executive Officers is determined based on a performance evaluation conducted by our Compensation
Committee with the assistance of Mr. Taubman (other than with respect to compensation to be paid to Mr.
Taubman) and our Chief Human Resources Officer. A portion of the annual incentive compensation is paid in
cash and a portion is paid in the form of long-term incentive awards granted in the form of restricted equity.
Annual Incentive Compensation for Ms. Lee, Ms. Meates and Mr. Travin
The evaluation with respect to the annual incentive compensation paid to Ms. Lee, Ms. Meates and Mr.
Travin for the
2024
performance year involved an analysis of both:
(i)
company-wide performance and
(ii)
the
performance of the individual officer and his or her contributions to
our
company, including
consideration of role-specific goals previously agreed to by our Compensation Committee.
Overall Company Performance
Our Compensation Committee’s executive compensation decisions consider company-wide financial
performance as a collective measure to ensure alignment with shareholders and to foster a collaborative
approach among senior executives. With respect to overall company performance, the factors considered for
our
Named Executive Officers were:
>
revenue growth;
>
adjusted pretax
income
;
>
adjusted EPS and
>
share price performance.
In the case of each factor above, our Compensation Committee took into consideration performance versus
the independent investment bank peers discussed above. Consistent with our long-term focus, each of these
factors is reviewed through a multi-year lens and with consideration given to our company’s business mix
versus our competitors.
Performance of the Individual Named Executive Officers
Individual, role-specific performance goals have been identified as goals where the Named Executive
Officer is most able to influence the relevant outcome, acknowledging they may not be solely responsible for
such
outcomes and that success against these goals is also the collective responsibility of the executive team
and broader company management.
>
Ji-Yeun Lee.
With respect to the assessment of Ms. Lee’s performance, we considered her
leadership and executive management role within our company. In 2024, she played a key
leadership role in delivering a record year for Strategic Advisory; helped drive enhanced
collaboration across business lines, resulting in material commercial impact; demonstrated
success in the recruitment and onboarding of differentiated senior talent resulting in the
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strengthening of our talent base in a number of industries; played a key leadership role in
continued geographic footprint expansion and led a number of enhancements to our company’s
talent management strategy.
>
Helen T. Meates.
With respect to the assessment of Ms. Meates’ performance, we considered her
leadership and oversight of our company’s finance, investor relations and technology functions as
well as her strategic leadership role within our company more broadly. In 2024, she played a key
leadership role in our company’s acquisition of deNovo Partners, led a strategic review of critical
processes within the Finance function and enhanced capabilities within the corporate team to
conduct business in new geographies, while overseeing the continued development of our
technology infrastructure plan.
>
David A. Travin.
With respect to the assessment of Mr. Travin, we considered his leadership and
oversight of our company’s Legal and Compliance functions, his key role as a resource to senior
bankers on transaction matters and his leadership role in our company more broadly. In 2024, he
successfully managed a number of regulatory and litigation issues, continued to deepen
relationships in the legal community and played a key role in our company’s acquisition of deNovo
Partners.
Cash Bonus
The portion of each Named Executive Officer’s
2024
annual incentive compensation paid in the form
of cash was as follows: Ms. Lee — $2,223,300; Ms. Meates — $ 1,847,700 and Mr. Travin — $1,309,600. Mr.
Taubman has not received any cash compensation in excess of base salary since our company’s inception.
Long-Term Incentive Awards
Our Compensation Committee believes that a substantial portion of each Named Executive Officer’s
annual incentive compensation should be in the form of long-term incentive awards in the form of either LTIP
Units or RSUs. Determination of the form of long-term incentive awards takes into consideration the
significant equity holdings our Named Executive Officers maintain, which in each case were acquired through
a combination of grants made at our company’s spin-off, performance-based awards and open market
purchases.
Long-term incentive awards encourage management to create shareholder value over the long term,
because the value of the equity awards is directly attributable to the price of our Class A common stock over
time. In addition, equity awards are an effective tool for management retention because full vesting of the
awards generally requires continued employment for multiple years.
Long-term incentive awards for performance year
2024
were granted in
2025
to Ms. Lee, Ms. Meates
and Mr. Travin in the form of LTIP Units, which generally vest following the second, third and fourth year from
the grant date. The portion of each of Ms. Lee’s, Ms. Meates’ and Mr. Travin’s
2024
annual incentive
compensation paid in the form of LTIP Units was as follows: Ms. Lee — $2,264,
700
; Ms. Meates —
$1,640,300; and Mr. Travin — $1,178,400. As these LTIP Units were granted in
2025
, pursuant to the rules of
the SEC, the grant date fair value of these restricted stock unit awards will be reflected in the “Stock Awards”
column in the “Summary Compensation Table” for
2025
.
Performance LTIP Units Granted to Mr. Taubman
In February 2022, our Compensation Committee granted to Mr. Taubman 1,000,000 Performance
LTIP Units, with high share price targets coupled with five-year vesting conditions (described in detail in our
proxy statement related to our 2023 annual meeting of shareholders), in order to provide an appropriate link
between compensation and the creation of shareholder value. Excluding long-term shareholder aligned
awards, Mr. Taubman has not received any annual incentive awards above his base compensation since our
inception in 2015. Consistent with granting these long-term Performance LTIP Units, our company does not
currently anticipate paying Mr. Taubman any further equity incentive compensation through the end of 2026.
Mr. Taubman’s annual base salary will continue at $1,000,000 for
2025
and is unchanged since 2015.
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Alternative Presentation of Annual
Compensation
The following table is presented to show how our Compensation Committee viewed 2022 to 2024
annual compensation for our Named Executive Officers and includes base salary as well as cash bonus and
long-term incentive awards as part of annual incentive compensation. This table differs from the “Summary
Compensation Table” below and is not a substitute for that table. Unlike the “Summary Compensation Table,”
which
reflects the grant date fair value of long-term incentive awards granted during the applicable calendar
year (whether or not such awards were granted with respect to the performance for such year), the following
table reflects the dollar amounts of the annual incentive compensation paid in the form of RSUs, LTIP Units
and Performance LTIP Units with respect to each specific performance year (
e.g., f
or 2024, the dollar amount
of the RSUs that were granted in 2025 with respect to 2024 performance
).
|
Name and
Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
1
|
Total
|
|||||
|
Paul J. Taubman
Chairman and CEO
|
2024
|
$
1,000,000
|
—
|
—
|
$
1,000,000
|
|||||
|
2023
|
$
1,000,000
|
—
|
—
|
$
1,000,000
|
||||||
|
2022
|
$
1,000,000
|
—
|
—
|
$
1,000,000
|
||||||
|
Ji-Yeun Lee
Managing Partner
|
2024
|
$
1,000,000
|
$
2,223,300
|
$
2,264,700
|
$
5,488,000
|
|||||
|
2023
|
$
1,000,000
|
$
1,847,700
|
$
1,640,300
|
$
4,488,000
|
||||||
|
2022
|
$
1,000,000
|
$
1,852,500
|
$
1,647,500
|
$
4,500,000
|
||||||
|
Helen T. Meates
Chief Financial Officer
|
2024
|
$
1,000,000
|
$
1,847,700
|
$
1,640,300
|
$
4,488,000
|
|||||
|
2023
|
$
1,000,000
|
$
1,422,100
|
$
1,065,900
|
$
3,488,000
|
||||||
|
2022
|
$
500,000
|
$
1,652,500
|
$
1,347,500
|
$
3,500,000
|
||||||
|
David A. Travin
General Counsel
|
2024
|
$
500,000
|
$
1,309,600
|
$
1,178,400
|
$
2,988,000
|
|||||
|
2023
|
$
500,000
|
$
1,071,500
|
$
666,500
|
$
2,238,000
|
||||||
|
2022
|
$
500,000
|
$
1,027,500
|
$
622,500
|
$
2,150,000
|
||||||
1
The dollar amounts of the RSUs and/or LTIP Units included in this column may differ from the grant date fair values of such awards
as computed in accordance with ASC Topic 718 and reported in the “Summary Compensation Table.”
Retirement Arrangements
We have a 401(k) plan or pension contributions based on geographic practices for eligible employees,
including our Named Executive Officers, and may, in our sole discretion, provide annual matching
contributions to certain 401(k) plan participants. We currently do not offer matching contributions to our
Named Executive Officers.
Employee Benefits;
Perquisites
Eligible employees, including our Named Executive Officers, participate in broad-based and
comprehensive employee benefit programs, including medical, dental, vision, life and disability insurance
coverage. Our Named Executive Officers participate in these programs on the same basis as eligible
employees generally, but our company does not typically pay for any portion of such employee benefits for
partners, including our Named Executive Officers. We make available to our CEO and on occasion by
exception, to other partners, including our Named Executive Officers, personal use of a company leased
aircraft when it is not being used for business purposes, for which our company is reimbursed the full
incremental costs associated with such use.
All perquisites to our Named Executive Officers must be approved by our Compensation Committee.
As approved by our Compensation Committee, we make available to our partners, including our Named
Executive Officers, financial planning services at a cost of approximately $18,51
0
annually per partner paid by
our company. In
2024
Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin took advantage of this service.
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Additionally, as part of our company’s commitment to support a variety of charitable causes, our
company operates the PJT Giving Program for partners, including our Named Executive Officers (the “PJT
Giving Program”). Under the PJT Giving Program, each partner makes a $12,000 charitable contribution
allocation to approved organizations.
Our company then makes the allocated charitable contributions to the organizations selected by the
partners. Each partner’s $12,000 election provides no direct financial benefit to our Named Executive
Officers since all charitable deductions accrue solely to our company.
Compensation Program Governance Features
Clawback Policy
Our Compensation Committee has adopted the PJT Partners Inc. Incentive Compensation Clawback
Policy (the “Clawback Policy”) pursuant to NYSE Rule 303A.14. The Clawback Policy, which is effective for
compensation “received” (as set forth in the Clawback Policy) after October 2, 2023, meets all of the
requirements of NYSE Rule 303A.14 and forms part of our broader approach to the reduction, cancellation,
forfeiture or recoupment of awards. The policy provides that, upon the occurrence of an accounting
restatement of our company’s financial statements to correct an error, our Compensation Committee must
recoup incentive-based compensation that was erroneously granted, earned, or vested to our current and
former “officers” (as defined under Rule 16a-1 of the Exchange Act) based wholly or in part upon the
attainment of any financial reporting measure, subject to limited exceptions.
In addition to the Clawback Policy, our awards are also subject to clawback provisions of the Omnibus
Incentive Plan and the Amended and Restated PJT Partners Inc. Bonus Deferral Plan (the “Amended and
Restated Bonus Deferral Plan”). Pursuant to the terms of the Omnibus Incentive Plan, all awards are subject
to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with:
>
any clawback, forfeiture or other similar policy adopted by our Board or our Compensation
Committee and as in effect from time to time and
>
applicable law.
To the extent that a participant receives any amount in excess of the amount that the participant
should otherwise have received under the terms of the award for any reason (including, without limitation, by
reason of a financial restatement, mistake in calculations or other administrative error), the participant will be
required to repay any such excess amount to our company.
Further, pursuant to the terms of the Omnibus Incentive Plan, to the extent a participant engages in:
>
unauthorized disclosure of any confidential or proprietary information of
our
company;
>
any activity that would be grounds to terminate the participant’s employment for Cause (as
defined in the Omnibus Incentive Plan) or
>
the breach of any non-competition, non-solicitation or other agreement containing restrictive
covenants, our Compensation Committee may, in its sole discretion, provide for one or both of the
following: cancellation of any or all of such participant’s outstanding awards, or forfeiture by the
participant of any gain realized on the vesting or exercise of awards, and to repay any such gain
promptly to
our
company.
We have also incorporated rigorous clawback provisions in the Amended and Restated Bonus
Deferral Plan. Pursuant to the terms of the Amended and Restated Bonus Deferral Plan, if at any time before
an applicable RSU vesting date, our Compensation Committee determines, in its sole and absolute discretion,
that any of the following events has occurred, our company is authorized to cancel (and the employee would
forfeit) an appropriate portion of the then unvested portion of the employee’s award granted pursuant to the
Amended and Restated Bonus Deferral Plan and any rights to dividend equivalents thereon:
>
misconduct by the employee in taking actions, or failing to take actions, that result in, or
reasonably could be expected to result in, material detriment to
our
company or its business
activities, including, without limitation, financial or reputational harm to
our
company or its
business activities;
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>
fraud, material misrepresentation or other dishonest acts by the employee which resulted in a
determination by our Compensation Committee of an amount of such employee’s annual bonus
that was greater than the amount the employee would have otherwise been entitled to but for
such fraud, material misrepresentation or other dishonest act;
>
the employee’s gross negligence in, or other impropriety related to (including any failure to
monitor or discharge supervisory or managerial responsibilities), failing to timely and reasonably
identify, raise or assess issues and/or concerns with respect to risks material to
our
company or
its business activities or
>
following the termination of the employee’s employment,
our
company determines that such
employee’s employment could have been terminated by
our
company for cause.
Nothing contained in the Amended and Restated Bonus Deferral Plan limits or restricts our company
from seeking repayment of any vested portions of an award made pursuant to the Amended and Restated
Bonus Deferral Plan already distributed to an employee, pursuant to any applicable clawback requirements
imposed under applicable laws, rules and regulations. Accordingly, the clawback provisions contained in the
Amended and Restated Bonus Deferral Plan shall be:
>
in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are
applicable to our Chief Executive Officer and Chief Financial Officer and
>
otherwise deemed automatically amended to include the requirements of Section 954 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time
to time, and any related rules or regulations promulgated by the SEC or the NYSE.
Our Compensation Committee may periodically review this clawback policy.
Hedging and Pledging of Our Securities
Our directors and employees, including our Named Executive Officers, are prohibited from engaging
in a transaction meant to hedge or minimize losses in our securities, including engaging in transactions in
forward contracts, equity swaps, collars, exchange funds, puts, calls, options and other derivatives on our
securities, or short selling our securities.
Our directors and employees, including our Named Executive Officers, are prohibited from pledging
our securities as collateral for a loan unless such pledging transaction is approved by our General Counsel.
Minimum Equity Ownership Guidelines for Named Executive Officers
Our Compensation Committee has implemented minimum equity ownership guidelines that require
each Named Executive Officer to maintain equity ownership in our company (including Partnership Units or
RSUs) having a market value equal to or greater than a multiple of such Named Executive Officer’s base
salary (ten times base salary for the Chairman and CEO and five times base salary for other Named Executive
Officers). Each Named Executive Officer must achieve the minimum equity investment within five years from
the later of the adoption of the guidelines (for Named Executive Officers in place at that time of the adoption
of the guidelines) and the date of such Named Executive Officer’s appointment (for subsequently appointed
Named Executive Officers). All Named Executive Officers are, or are expected to be within the time ascribed
in our ownership guidelines, in compliance with our Minimum Equity Ownership Guidelines.
|
Named Executive Officer
|
Ownership
Requirement Multiple
|
Ownership
Requirement Value
|
|||
|
Paul J. Taubman
|
10x Base Salary
|
$
10,000,000
|
|||
|
Ji-Yeun Lee
|
5x Base Salary
|
$
5,000,000
|
|||
|
Helen T. Meates
|
5x Base Salary
|
$
5,000,000
|
|||
|
David A. Travin
|
5x Base Salary
|
$
2,500,000
|
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Vesting of Equity Awards
Our practice is to grant equity awards to our Named Executive Officers that generally vest over a
period of several years, with the vesting of the first tranche of any such equity award at least one year from
the
grant date. For performance year
2024
, equity awards granted to our Named Executive Officers and
other partners generally vest following the second, third and fourth year anniversaries from
grant
.
No Individual Revenue Pay-Outs
We have no individual revenue pay-outs as it relates to annual incentive compensation, and no
contractual entitlement to severance. To provide further flexibility with respect to employment and
compensation matters, we maintain a flexible termination practice with no contractual rights to continued
employment (other than for a notice and potential garden leave period).
Risk Considerations in Our Compensation Programs
Our Compensation Committee has discussed the concept of risk as it relates to our compensation
programs with management and Willis Towers Watson, and our Compensation Committee does not believe
the goals or the underlying philosophy of our compensation programs encourage excessive or inappropriate
risk-taking.
Our discretionary compensation program is designed to reflect the performance of our company and
the performance of the individual employee, and we believe its design discourages excessive risk-taking. For
example, paying a significant portion of discretionary compensation in the form of equity awards, all with
multi-year vesting periods, encourages each of our senior professionals to be sensitive to long-term risk
outcomes, as the value of their awards increase or decrease with the price of our Class A common stock. Our
directors, Named Executive Officers, partners and employees are prohibited from hedging their shares of our
Class A common stock and from pledging such shares without pre-approval of our General Counsel. We
believe these criteria provide additional incentives for the prudent management of the range of risks inherent
in our business. Based on this, we do not believe that our compensation policies and practices create risks
that are reasonably likely to have a material adverse effect on our company.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release
of Material Nonpublic Information
equity awards. Accordingly, we have no specific policy or practice on the timing of grants of such awards in
relation to the disclosure of material nonpublic information.
In the event we determine to grant new awards of
stock options or similar equity awards in the future, our Compensation Committee
will evaluate
the
information for the purpose of affecting the value of executive compensation in fiscal year 2024.
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REPORT OF OUR COMPENSATION COMMITTEE
The following Compensation Committee report to shareholders shall not, in accordance with the rules
of the SEC, be incorporated by reference into any of our future filings made under the Exchange Act or under
the Securities Act and shall not be deemed to be soliciting material or to be filed under the Exchange Act or
the Securities Act.
Our Compensation Committee has reviewed and discussed the Compensation Discussion and
Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and
discussions, our Compensation Committee recommended to our Board that our Compensation Discussion
and Analysis be included in this Proxy Statement.
|
Submitted by the Compensation Committee:
|
|
|
Thomas M. Ryan,
Chair
|
|
|
Emily K. Rafferty
|
|
39
|
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|
|
|
|
Summary Compensation Table
The following table summarizes the total compensation paid to or earned in respect of fiscal years
2022
, 2023 and 2024 for Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin, each under the rules of the SEC.
|
Name and
Principal
|
Year
|
Salary
|
Bonus
1
|
Stock
Awards
2
|
Other
3
|
Total
|
|||||
|
Paul J. Taubman
Chairman and CEO
|
2024
|
$
1,000,000
|
—
|
—
|
$
30,510
|
$
1,030,510
|
|||||
|
2023
|
$
1,000,000
|
—
|
—
|
$
29,620
|
$
1,029,620
|
||||||
|
2022
|
$
1,000,000
|
—
|
$
39,100,000
|
$
16,595
|
$
40,116,595
|
||||||
|
Ji-Yeun Lee
Managing
Partner
|
2024
|
$
1,000,000
|
$
2,223,300
|
$
1,668,634
|
$
30,510
|
$
4,922,444
|
|||||
|
2023
|
$
1,000,000
|
$
1,847,700
|
$
1,653,164
|
$
29,620
|
$
4,530,484
|
||||||
|
2022
|
$
1,000,000
|
$
1,852,500
|
$
1,971,031
|
$
16,595
|
$
4,840,126
|
||||||
|
Helen T. Meates
Chief
Financial Officer
|
2024
|
$
1,000,000
|
$
1,847,700
|
$
1,084,315
|
$
30,510
|
$
3,962,525
|
|||||
|
2023
|
$
1,000,000
|
$
1,422,500
|
$
1,352,121
|
$
29,620
|
$
3,804,241
|
||||||
|
2022
|
$
500,000
|
$
1,652,500
|
$
1,608,809
|
$
16,595
|
$
3,777,904
|
||||||
|
David A. Travin
General Counsel
|
2024
|
$
500,000
|
$
1,309,600
|
$
678,043
|
$
30,510
|
$
2,518,153
|
|||||
|
2023
|
$
500,000
|
$
1,071,500
|
$
624,613
|
$
29,620
|
$
2,225,733
|
||||||
|
2022
|
$
500,000
|
$
1,027,500
|
$
633,889
|
$
16,570
|
$
2,177,959
|
||||||
1
2024 bonus amounts represent the cash component of the annual incentive compensation earned for 2024 performance and paid
in the following year. In the case of Ms. Lee, Ms. Meates and Mr. Travin, the remainder of the 2024 performance year
annual
incentive compensation was paid in the form of LTIP Units, as discussed above in “Elements of Our Compensation Program—
Annual Incentive Compensation
—
Long-Term Incentive Awards
.” As these LTIP Units
were granted in 2025, pursuant to the rules of
the SEC, the stock awards reported for 2024 for Ms. Lee, Ms. Meates and Mr. Travin do not include their respective portion of the
annual incentive compensation that was paid in LTIP Units. The dollar amounts paid in the form of LTIP Units for performance year
2024 are as follows: Ms. Lee—
$2,264,700; Ms. Meates—$1,640,300 and Mr. Travin—$1,178,400.
2
The amounts included in this column represent the aggregate grant date fair value of the equity awards computed in accordance
with ASC Topic 718. A discussion of the assumptions used in calculating these values can be found in Note 10 to our 2024 audited
financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. For 2022, the value
represents Performance LTIP Units granted on February 10, 2022 to Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin. Consistent
with granting these long-term Performance LTIP Units
our
company does not currently anticipate paying Mr. Taubman any further
equity incentive compensation through the end of 2026. In the case of Mr. Lee, Ms. Meates and Mr. Travin, these awards appertain
to the 2021 performance year. Performance LTIP Units are subject to both service and performance conditions. Performance LTIP
Units satisfy the time-vesting requirement over a five-year period, with 20% of the service condition met per year commencing
March 1, 2023. As of December 31, 2024, the Performance LTIP Units achieved the designated dividend-adjusted per-share price of
$130, thereby fully satisfying the performance condition, which will result in 100% vesting of these awards upon satisfaction of the
relevant service vesting conditions.
3
We
make available to our partners, including our Named Executive Officers, financial planning services on an annual basis paid for by
our company. In 2024, each of our Named Executive Officers used this service. The amount includes charitable contributions made
by our company to charitable organizations selected by Named Executive Officers pursuant to the PJT Giving Program described
above in the section titled, “Employee Benefits; Perquisites.” Named Executive Officers do not receive any direct financial benefit
from the PJT Giving Program because the charitable deductions accrue solely to our company. In addition, we make available to our
CEO and, on occasion by exception, to other partners, including our Named Executive Officers, personal use of a company leased
aircraft when it is not being used for business purposes, for which our company is reimbursed the full incremental costs associated
with such use.
|
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OMPENSATION
|
|
|
|
Grants of Plan-Based Awards in
2024
The following table discloses the number of plan-based awards granted in
2024
to our Named
Executive Officers and the grant date fair value of these awards.
Estimated Future Payouts Under Equity Incentive Plan Awards
|
Name
|
Grant
Date
1
|
Action
Date
2
|
All Other stock
Awards: Shares of
Stock or Stock Units
3
|
Grant Date Fair
Value of Stock and
Option Awards
4
|
||||
|
Paul J. Taubman
|
—
|
—
|
—
|
—
|
||||
|
Ji-Yeun Lee
|
2/12/24
|
1/8/24
|
16,860
|
$
1,668,634
|
||||
|
Helen T. Meates
|
2/12/24
|
1/8/24
|
10,956
|
$
1,084,315
|
||||
|
David A. Travin
|
2/12/24
|
1/8/24
|
6,851
|
$
678,043
|
||||
1
RSU awards as long-term incentives are granted in the year following the fiscal year performance period. For instance, the RSUs
granted to each of Ms. Lee, Ms. Meates and Mr. Travin for performance year 2024 were granted in 2025 and, therefore, are not
included in this table since they were not granted in 2024.
2
Our Compensation Committee acted to award year-end equity-based awards for the 2023 performance period at its meeting on
January 8, 2024, with the grants becoming effective on February 12, 2024.
3
Represents RSUs granted in fiscal year 2024 to each of Ms. Lee, Ms. Meates and Mr. Travin, each for 2023 performance. Any
dividends paid on our Class A common stock will be accrued as additional RSUs. These additional RSUs will vest in the same
manner and at the same time as the original RSUs that generated them
.
4
The average closing price of a share of our Class A
common stock over the five trading days immediately prior to and the five
trading days immediately following the date that we first publicly issued our earnings release for fiscal year 2023 (with the date
earnings are released representing the first day of the second five-day period) was used in order to determine the number of RSUs
to be granted, with grants made effective as of
February 12
, 2024 following Compensation Committee approval on January 8,
2024
. Since the grant date fair value of these RSU awards is computed in accordance with ASC Topic 718, the amounts reported
generally differ from the dollar amount of the portion of the 2024 performance year long-term incentive award grant.
|
41
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|
|
|
|
Equity Awards at
2024
Fiscal Year-End
The following table sets forth the outstanding equity awards held by our Named Executive Officers as
of
December 31, 2024
.
|
Stock Awards
|
||||||
|
Name
|
Number of Shares
or Units of
Stock that Have
Not Vested
|
Market Value of
Shares or Units of
Stock that Have
Not Vested
1
|
||||
|
Paul J. Taubman
|
600,000
|
2
|
$
94,686,000
|
|||
|
Ji-Yeun Lee
|
76,917
|
3
|
$
12,138,343
|
|||
|
Helen T. Meates
|
59,990
|
4
|
$
9,466,973
|
|||
|
David A. Travin
|
30,043
|
5
|
$
4,741,029
|
|||
1
Based on the closing price of our Class A common stock of $157.81 on
December 31, 2024
.
2
This amount consists of (i) 200,000 LTIP Units that vested on March 1, 2025, (ii) 200,000 LTIP Units that vest on March 1, 2026
and (iii) 200,000 LTIP Units that vest on March 1, 2027.
3
This amount consists of (i) 14,582 RSUs and 10,082 LTIP Units that vested on March 1, 2025, (ii) 12,689 RSUs and 10,082 LTIP
Units that vest on March 1, 2026, (iii) 12,689 RSUs and 10,082 LTIP Units that vest on March 1, 2027, (iv) 5,620 RSUs that vest on
March 1, 2028 and (v) 1,090 unvested dividend equivalent RSUs.
4
This amount consists of (i) 11,915 RSUs and 8,230 LTIP Units that vested on March 1, 2025, (ii) 9,434 RSUs and 8,229 LTIP Units
that vest on March 1, 2026, (iii) 9,434 RSUs and 8,229 LTIP Units that vest on March 1, 2027, (iv) 3,652 RSUs that vest on March 1,
2028 and (v) 867 unvested dividend equivalent RSUs.
5
This amount consists of (i) 6,921 RSUs and 3,921 LTIP Units that vested on March 1, 2025, (ii) 4,955 RSUs and 3,243 LTIP Units
that vest on March 1, 2026, (iii) 4,955 RSUs and 3,242 LTIP Units that vest on March 1, 2027, (iv) 2,284 that vest on March 1, 2028
and (v) 523 unvested dividend equivalent RSUs.
|
42
|
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E
XECUTIVE
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OMPENSATION
|
|
|
|
2024
Option Exercises and Stock Vested
The following table sets forth certain information regarding equity awards that vested in
2024
for our
Named Executive Officers.
|
Stock or Unit Awards
|
|||||
|
Name
|
Number of Shares or Units
Acquired on Vesting
1
(#)
|
Value Realized on Vesting
2
|
|||
|
Paul J. Taubman
|
300,000
|
$
34,280,184
|
|||
|
Ji-Yeun Lee
|
23,135
|
$
2,572,597
|
|||
|
Helen T. Meates
|
18,883
|
$
2,099,724
|
|||
|
David A. Travin
|
5,543
|
$
627,391
|
|||
1
Represents the aggregate number of RSUs, LTIP Units and Performance LTIP Units to Mr. Taubman, Ms. Lee, Ms. Meates and Mr.
Travin that vested in
2024
.
2
The value realized on vesting of the equity awards is the product of (a) the closing price of our Class A common stock on the vesting
date (or, if the vesting date was not a trading day, the immediately preceding trading day), multiplied by (b) the number of equity
awards vested.
|
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|
|
|
|
Partner Agreements
Partner Agreement with Paul J. Taubman
PJT Partners Holdings entered into a partner agreement with Mr. Taubman (the “CEO Agreement”)
effective October 1, 2015. Mr. Taubman is generally subject to covenants of non-competition and non-
solicitation of employees, consultants, clients and investors during his service to PJT Partners Holdings and
for a period ending one year following the termination of his service to PJT Partners Holdings in the case of
the non-competition restrictions, and two years following the termination of his service to PJT Partners
Holdings in the case of the non-solicitation restrictions. If Mr. Taubman is terminated by PJT Partners
Holdings without cause or he resigns for good reason, the foregoing periods of time during which he will be
subject to the non-competition restrictions will be reduced to 120 days and 90 days, respectively. If Mr.
Taubman’s service with PJT Partners Holdings is terminated for any reason other than his resignation without
Board Change Good Reason or a termination of service by PJT Partners Holdings for cause, in each case
within 24 months following a Board Change of Control, then
(1)
the covenants of non-competition and non-solicitation of clients and investors will expire upon
termination and
(2)
the covenants of non-solicitation of employees and consultants will expire six months after
termination. Mr. Taubman is also subject to perpetual covenants of confidentiality and non-
disparagement.
For purposes of the CEO Agreement:
>
“cause” means the occurrence or existence of any of the following:
(i)
Mr. Taubman’s willful act of fraud, misappropriation, or embezzlement against PJT Partners
Holdings that has a material adverse effect on the business of PJT Partners Holdings;
(ii)
Mr. Taubman’s conviction of a felony or
(iii)
an un-appealable final determination by a court or regulatory body having authority with
respect to securities laws that Mr. Taubman violated any applicable securities laws or any
rules or regulations thereunder if such final determination:
(A)
bars Mr. Taubman from employment in the securities industry or
(B)
renders Mr. Taubman unable to substantially perform his duties to PJT Partners Holdings;
provided that, PJT Partners Holdings must provide a notice of termination to Mr.
Taubman within 60 days of the occurrence of the event constituting “cause,” and, other
than with respect to clause (ii) above, Mr. Taubman will have the opportunity to cure
within 30 days of receiving such notice.
>
“Good reason” means the occurrence of any of the following events without Mr. Taubman’s
written consent:
(i)
a material adverse change in Mr. Taubman’s titles, positions, authority, duties or
responsibilities;
(ii)
the assignment of any duties materially inconsistent with Mr. Taubman’s positions;
(iii)
a reduction of Mr. Taubman’s salary;
(iv)
the relocation of Mr. Taubman’s principal place of service to anywhere other than PJT
Partners Holdings’ principal office;
(v)
a material breach by PJT Partners Holdings or its affiliates of the CEO Agreement or any
other material agreement with PJT Partners Holdings or its affiliates;
(vi)
the failure of PJT Partners Holdings to nominate Mr. Taubman or Mr. Taubman’s failure to
be elected to the Board (other than as a result of Mr. Taubman’s voluntary resignation) or
Mr. Taubman’s removal as a member of the Board by PJT Partners Holdings (other than for
“cause”);
(vii)
the hiring or firing of any Executive Officer or
(viii)
the failure by PJT Partners Holdings to obtain written assumption of the partner agreement
by a purc
haser or successor of PJT Partners Holdings; provided that, Mr. Taubman must
provide a notice of termination to PJT Partners Holdings within 60 days of the occurrence
|
44
|
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|
E
XECUTIVE
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OMPENSATION
|
|
|
|
of the event constituting “good reason,” and PJT Partners Holdings will have the
opportunity to cure within 30 days of receiving such notice.
>
“Board Change Good Reason” means the occurrence of any of the following events without Mr.
Taubman’s written consent:
(i)
A material adverse change in Mr. Taubman’s titles, positions, authority, duties or
responsibilities;
(ii)
The assignment of any duties materially inconsistent with Mr. Taubman’s positions;
(iii)
A reduction of Mr. Taubman’s salary;
(iv)
The relocation of Mr. Taubman’s principal place of service to anywhere other than PJT
Partners Holdings’ principal office;
(v)
A breach by PJT Partners Holdings or its affiliates of the CEO Agreement or any other
material agreement with PJT Partners Holdings or its affiliates;
(vi)
The failure of PJT Partners Holdings to nominate Mr. Taubman or Mr. Taubman’s failure to
be elected to the Board (other than as a result of Mr. Taubman’s voluntary resignation) or
Mr. Taubman’s removal as a member of the Board by PJT Partners Holdings (other than for
“cause”); (vii) the failure by PJT Partners Holdings to obtain written assumption of the CEO
Agreement by a purchaser or successor of PJT Partners Holdings;
(vii)
PJT Partners Holdings or any of its affiliates effecting a material disposition, acquisition or
other business combination;
(viii)
PJT Partners Holdings or any of its affiliates entering into a new significant business line or
discontinuing a significant existing business line;
(ix)
the hiring or firing of any Executive Officer or
(x)
PJT Partners Holdings or any of its affiliates making any material compensation decisions
with respect to employees other than Mr. Taubman or PJT Partners Holdings or any of its
affiliates failing to implement any material compensation decision made by Mr. Taubman
with respect to employees; provided that, Mr. Taubman must provide a notice of termination
to PJT Partners Holdings within 120 days of the occurrence of the event constituting
“Board Change Good Reason,” and PJT Partners Holdings will have the opportunity to cure
within 10 days of receiving such notice.
>
“Board Change of Control” means a majority of the members of the Board ceasing to be
“continuing directors” which means any member of the Board who:
(i)
was a member of such board immediately following the merger and spin-off transactions on
October 1, 2015 or
(ii)
was nominated for election or elected or appointed to the Board with the approval of a
majority of the “continuing directors” who were members of such board at the time of such
nomination, election or appointment.
Partner Agreements with Ji-Yeun Lee, Helen T. Meates and David A. Travin
PJT Partners Holdings entered into partner agreements with each of Ms. Lee and Ms. Meates,
effective October 1, 2015, and Mr. Travin, effective January 1, 2021. The agreements generally set forth the
terms of service of each officer, including their respective compensation and benefits, as described in
“Elements of Our Compensation Program.”
These officers are generally subject to covenants of non-competition and non-solicitation of
employees, consultants, clients and investors during their service to PJT Partners Holdings and for a period
ending one year following the termination of service to PJT Partners Holdings in the case of the non-
competition restrictions, and two years following the termination of service to PJT Partners Holdings in the
case of the non-solicitation restrictions. If the Executive Officer is terminated by PJT Partners Holdings
without cause or the Executive Officer resigns for good reason, the foregoing periods of time during which
they will be subject to the non-competition restrictions will be reduced to 120 days and 90 days, respectively.
The officers are also subject to perpetual covenants of confidentiality and non-disparagement.
|
45
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OMPENSATION
|
|
|
|
For purposes of the partner agreements with Ms. Lee, Ms. Meates and Mr. Travin:
>
“cause” means the occurrence or existence of any of the following:
(i)
(x) any material breach of the partner agreements, (y) material breach of any material rules or
regulations of PJT Partners Holdings applicable that have been provided that has a material
adverse effect on the business of PJT Partners Holdings, or (z) deliberate and repeated
failure to perform substantially the Executive Officer’s material duties to PJT Partners
Holdings; provided that, in the case of any of the foregoing clauses (x), (y) or (z), PJT
Partners Holdings has given the Executive Officer written notice within fifteen days after PJT
Partners Holdings becomes aware of such action and, to the extent such action is curable, the
Executive Officer fails to cure such breach, failure to perform or conduct or behavior within
fifteen days after receipt by the Executive Officer of such notice (or such longer period, not to
exceed an additional fifteen days, as shall be reasonably required for such cure, provided that
the Executive Officer is diligently pursuing such cure);
(ii)
any act of fraud, misappropriation, embezzlement or similar conduct by the Executive Officer
against PJT Partners Holdings or
(iii)
conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a
felony or crime of moral turpitude, or a determination by a court of competent jurisdiction, by
a regulatory body or by a self-regulatory body having authority with respect to securities laws,
rules or regulations, that the Executive Officer individually has violated any securities laws or
any rules or regulations thereunder, or any rules of any such self-regulatory body (including,
without limitation, any licensing requirement), if such conviction or determination has a
material adverse effect on:
(A)
the Executive Officer’s ability to function as a partner, taking into account the services
required of the Executive Officer and the nature of PJT Partners Holdings’ business or
(B)
the business of PJT Partners Holdings.
>
“good reason” means the occurrence of any of the following events without the Executive
Officer’s written consent:
(i)
a material adverse change in the Executive Officer’s title, authority, duties or responsibilities;
(ii)
the relocation of the Executive Officer’s principal place of service by more than 50 miles;
(iii)
a material breach by PJT Partners Holdings or its affiliates of the partner agreement or any
other material agreement with PJT Partners Holdings or its affiliates or
(iv)
the failure by PJT Partners Holdings to obtain written assumption of the partner agreement
by a purchaser or successor of PJT Partners Holdings; provided that, the Executive Officer
must provide a notice of termination to PJT Partners Holdings within 60 days of the
occurrence of the event constituting Good Reason, and in the event the Executive Officer
provides notice of “good reason,” PJT Partners Holdings will have the opportunity to cure
such event constituting “good reason” within 30 days of receiving such notice.
Potential Payments upon Termination of Employment or Change in Control
Other than with respect to the potential continued or accelerated vesting of outstanding equity
awards that each of our Named Executive Officers may be entitled to in connection with certain terminations
of employment or a change in control, our Named Executive Officers are not entitled to any additional
payments or benefits following a change in control or upon termination of employment, and are only entitled
to payments and benefits that are available generally on a non-discriminatory basis to all salaried employees,
such as continuation of health care benefits through the end of the month of the termination of employment.
Restricted Stock Units
If the participant’s employment is terminated for cause, the participant’s undelivered RSUs (vested
and unvested) will be immediately forfeited, and if the participant resigns, the participant’s unvested RSUs will
be immediately forfeited. Upon a change in control or termination of the participant’s services because of
death, disability or without cause by our company, the shares underlying any outstanding RSUs (vested and
unvested) will become immediately deliverable. In connection with a qualifying retirement, RSUs will continue
|
46
|
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XECUTIVE
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OMPENSATION
|
|
|
|
to vest and be delivered over the applicable vesting period, subject to forfeiture if the participant violates any
applicable provision of his or her employment or partner agreement or engages in any competitive activity.
LTIP Units
If the participant’s employment is terminated for cause, the participant’s undelivered LTIP Units
(vested and unvested) will be immediately forfeited, and if the participant resigns, the participant’s unvested
LTIP Units will be immediately forfeited. Upon a change in control or termination of the participant’s services
because of death, disability or without cause by our company, the shares underlying any outstanding LTIP
Units (vested and unvested) will become immediately deliverable. In connection with a qualifying retirement,
LTIP Units will continue to vest and be delivered over the applicable vesting period, subject to forfeiture if the
participant violates any applicable provision of his or her employment or partner agreement or engages in any
competitive activity.
Performance LTIP Units
If the participant’s employment is terminated for cause or the participant resigns, the participant’s
unvested Performance LTIP Units will be immediately forfeited. Upon a change in control or termination of the
participant’s services because of death, disability or without cause by our company, the shares underlying any
outstanding Performance LTIP Units will be deemed to have fully satisfied the service condition of the award
and any units that have met the performance condition will become vested as of the termination date. In
connection with a qualifying retirement, Performance LTIP Units will continue to vest over the applicable
vesting period, provided the performance conditions are met, but are subject to forfeiture if the participant
violates any applicable provision of his or her employment or partner agreement or engages in any competitive
activity. Mr. Taubman’s Performance LTIP Units do not have a retirement provision.
The following table quantifies the value of our Named Executive Officers’ outstanding equity awards
that would accelerate and vest upon certain terminations of employment or a change in control. All
calculations in this table are based on an assumed termination or change in control date of
December 31,
2024
.
|
47
|
||
|
E
XECUTIVE
C
OMPENSATION
|
|
|
|
|
Name
|
Accelerated Vesting of Equity
Awards
1,2
|
|
|
Paul J. Taubman
|
||
|
Termination by Us with “Cause”
|
_
|
|
|
Termination by Us without “Cause”
|
$
94,686,000
|
|
|
Disability
|
$
94,686,000
|
|
|
Death
|
$
94,686,000
|
|
|
Change in Control
|
$
94,686,000
|
|
|
Ji-Yeun Lee
|
||
|
Termination by Us with “Cause”
|
_
|
|
|
Termination by Us without “Cause”
|
$
12,138,343
|
|
|
Disability
|
$
12,138,343
|
|
|
Death
|
$
12,138,343
|
|
|
Change in Control
|
$
12,138,343
|
|
|
Helen T. Meates
|
||
|
Termination by Us with “Cause”
|
_
|
|
|
Termination by Us without “Cause”
|
$
9,466,973
|
|
|
Disability
|
$
9,466,973
|
|
|
Death
|
$
9,466,973
|
|
|
Change in Control
|
$
9,466,973
|
|
|
David A. Travin
|
||
|
Termination by Us with “Cause”
|
_
|
|
|
Termination by Us without “Cause”
|
$
4,741,029
|
|
|
Disability
|
$
4,741,029
|
|
|
Death
|
$
4,741,029
|
|
|
Change in Control
|
$
4,741,029
|
|
1
The value of accelerated equity awards, for purposes of this table, was determined by multiplying the applicable number of equity
awards (including associated RSU dividend equivalents) that would vest upon termination or change in control by $157.81, the
closing price of our Class A common stock on
December 31, 2024
. Values reflect Performance LTIP Units that have achieved the
performance vesting requirements but are yet to achieve service requirements as of
December 31, 2024
.
2
Mr. Taubman’s Performance LTIP Units have no retirement provision.
|
48
|
||
|
E
XECUTIVE
C
OMPENSATION
|
|
|
|
CEO Pay
Ratio
Presented below is the ratio of annual total compensation of Mr. Taubman, our CEO, to the median
annual total compensation for all our employees (other than our CEO) as of
December 31, 2024
(the “CEO
Pay Ratio”). We believe the pay ratio included below is a reasonable estimate determined under relevant SEC
rules. However, due to the flexibility afforded by Item 402(u) of Regulation S-K in calculating the CEO Pay
Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies.
For
2024
, the annual total compensation of our median employee, the annual total compensation of
our CEO, pursuant to the methodology described below and in accordance with the requirements for
determining total compensation in the Summary Compensation Table, and the resulting pay ratio are shown in
the table below:
|
2024
Annual Total Compensation
|
|||
|
CEO
|
$
1,030,510
|
||
|
Median Employee
|
$
315,000
|
||
|
CEO Pay Ratio
|
3:1
|
||
We identified our median employee using our partner and employee population, excluding Mr.
Taubman, as of December 31, 2024.
To identify our median employee, we used:
(1)
base salary,
(2)
cash bonus awarded in respect of such year’s performance and
(3)
long-term incentives awarded in respect of such year’s performance.
We believe this consistently applied compensation measure reasonably reflects annual compensation
across our employee base. This methodology was also applied to compensation reflected for our Named
Executive Officers in the table under “Compensation of Our Executive Officers — Elements of Our
Compensation Program — Alternative Presentation of Annual Compensation” and represents compensation
in the manner considered by our Compensation Committee for determining annual compensation.
|
49
|
||
|
E
XECUTIVE
C
OMPENSATION
|
|
|
|
The Compensation Discussion and Analysis section of this Proxy
Statement
sets forth the financial
and other factors considered by our Compensation Committee when reviewing and setting the compensation
of our CEO and other Named Executive Officers (“non-CEO NEOs”) for the
2024
performance year. Our
executive compensation program considers company-wide financial measures to ensure alignment with
shareholders, in addition to goals targeted to each of the Named Executive Officers. We seek to ensure that
each Named Executive Officer has goals that are tied to tangible measures of business success as well as
those that are focused on leadership and talent development. Rewards for our Executive Officers are
structured to ensure a focus on the long-term success of our company. This is typically achieved by granting a
significant portion of annual incentives in the form of restricted stock awards that vest over four years.
As required by Item 402(v) (the “Rule”) of Regulation S-K, the following sets forth information
regarding compensation of our CEO and our non-CEO NEOs. In accordance with the Rule, the table below
and the discussion that follows includes an amount referred to as “compensation actually paid” as defined in
Item 402(v)(2)(iii). The calculation of this amount includes, among other things, the revaluation of unvested
and outstanding equity awards. In accordance with the Rule, the revaluation of stock and option awards
includes, as applicable:
>
the year-end fair value of the awards granted in the covered fiscal year (e.g.,
2024
) that are
outstanding and unvested as of the end of the covered fiscal year;
>
the change in fair value from the end of the prior fiscal year (e.g.,
2024
) to the end of the covered
fiscal year with respect to any awards granted in prior years that are outstanding and unvested as
of the end of the covered fiscal year;
>
the fair value, as of the vesting date, of any awards that were granted and vested in the same
covered year and
>
the change in fair value from the end of the prior fiscal year to the vesting date or forfeiture date
with respect to any awards granted in prior years that vested or failed to vest, as applicable, in the
covered fiscal year. Stock awards include the dollar amount of accrued dividend equivalents, if
applicable
.
Importantly, the actual value of compensation received by our CEO and non-CEO NEOs will depend
upon our company’s stock price at
point
of vesting and whether service requirements are met.
Compensation actually paid to our CEO includes valuations in respect of awards granted at the spin-
off, with such units earned as a result of our company achieving certain share price thresholds. Specifically,
98% of the 2020 compensation actually paid value relates to the vesting of two tranches of Mr. Taubman’s
Earn-Out award for which share price hurdles were achieved during the year, in aggregate equating to stock
price appreciation of more than 300% from inception. The final tranche of Mr. Taubman's Earn-Out award
failed to meet the share price hurdle within the required time frame, which would have required share price
appreciation of 376% since inception. Accordingly, 2021 compensation actually paid includes value attributed
to the forfeiture of this final tranche.
For 2022, the values represent the Performance LTIP Units granted to Mr. Taubman on February 10,
2022 that generally vest over a five-year period contingent on the achievement of significant performance
hurdles and Mr. Taubman’s continued employment with our company for five years from grant. Our company
does not currently anticipate paying Mr. Taubman any further equity incentive compensation through the end
of 2026. These Performance LTIP Units are intended to reward performance on a multi-year basis and in a
manner that is fully aligned with shareholders.
For 2023 and
2024
, the values reflect 100% of Performance LTIP Units that vested on the basis of
achieving the applicable performance hurdle of a 20-day VWAP and having satisfied the first and second
service conditions respectively.
|
50
|
||
|
E
XECUTIVE
C
OMPENSATION
|
|
|
|
P
ay versus Performance Table
|
Value of Initial Fixed $100
Investment Based On
7
:
|
||||||||||||||||
|
Year
|
Summary
Compensation
Table Total
for PEO
1,2
|
Compensation
Actually Paid
to PEO
1,3,6
|
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
4
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs
5,6
|
Total
Shareholders
Returns
|
Peer Group
Total
Shareholders
Returns
8
|
Net
Income
($mm)
|
Share
Price
9
|
||||||||
|
2024
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||
|
2023
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||
|
2022
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||
|
2021
|
$
|
$
(
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||
|
2020
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||
2
The amounts included in this column are the total compensation amounts disclosed in the Summary Compensation Table for each of
3
Compensation actually paid was calculated in accordance with the rules outlined under Item 402(v)(2)(iii) of Regulation S-K. The
following table outlines adjustments made to the amounts reported for Mr. Taubman in the Summary Compensation Table.
Importantly, the amounts do not reflect the actual amount of compensation earned by, or paid to, Mr. Taubman during the applicable
year.
|
Year
|
Grant Date
Fair Value of
Equity Awards
Granted in the
Year
a
|
Change in
Pension
Value
Deduction
b
|
Pension
Service Cost
Addition
b
|
Prior
Pension
Service
Cost
Addition
b
|
Stock and
Option Awards
Adjustment
c
|
Total
Adjustments
|
||||||
|
2024
|
|
|
|
|
$
|
$
|
||||||
|
2023
|
|
|
|
|
$
|
$
|
||||||
|
2022
|
$
(
|
|
|
|
$
|
$
|
||||||
|
2021
|
|
|
|
|
$
(
|
$
(
|
||||||
|
2020
|
|
|
|
|
$
|
$
|
(a)
The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column
of the Summary Compensation Table for each applicable year. These values are subtracted for the purposes of the Pay versus
Performance calculation per the rules outlined under the Rule.
(b)
Our CEO does not participate in any company pension plans, therefore compensation adjustment represented is zero.
(c)
For each covered year, the amounts added or deducted in calculated stock and option award adjustments include:
|
Year
|
Year End Fair
Value of
Equity
Awards
Granted
during the
Year
|
Year over Year
Change in Fair
Value of
Outstanding
and
Unvested
Equity
Awards
|
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted and
Vested In
the Year
|
Change in
Fair Value of
Equity
Awards
Granted in
Prior
Years that
Vested in
the Year
|
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
|
Value of
Dividends or
Other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
|
Total Stock
and Option
Awards
Adjustment
|
|||||||
|
2024
|
|
$
|
|
$
|
|
|
$
|
|||||||
|
2023
|
|
$
|
|
$
|
|
|
$
|
|||||||
|
2022
|
$
|
|
|
|
|
|
$
|
|||||||
|
2021
|
|
|
|
$
|
$
(
|
|
$
(
|
|||||||
|
2020
|
|
$
|
|
$
|
|
|
$
|
|||||||
|
51
|
||
|
E
XECUTIVE
C
OMPENSATION
|
|
|
|
402(v)(2)(iii) of Regulation S-K. The following adjustments were made to the amounts reported in the Summary Compensation
Table for our non-CEO NEOs. Importantly, the amounts do not reflect the actual average amount of compensation earned by, or
paid to, our other Named Executive Officers as a group during the applicable year.
|
Year
|
Grant Date
Fair Value of
Equity Awards
Granted In the
Year
a
|
Change in
Pension
Value
Deduction
b
|
Pension
Service Cost
Addition
b
|
Prior
Pension
Service
Cost
Addition
b
|
Stock and
Option
Awards
Adjustment
c
|
Total
Adjustments
|
||||||
|
2024
|
$
(
|
|
|
|
$
|
$
|
||||||
|
2023
|
$
(
|
|
|
|
$
|
$
|
||||||
|
2022
|
$
(
|
|
|
|
$
|
$
|
||||||
|
2021
|
$
(
|
|
|
|
$
(
|
$
(
|
||||||
|
2020
|
$
(
|
|
|
|
$
|
$
|
||||||
(a)
The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column
of the Summary Compensation Table for each applicable year. These values are subtracted for the purposes of the Pay versus
Performance calculation per the rules outlined under the Rule.
(b)
Our non-CEO NEOs do not participate in any company pension plans, therefore compensation adjustment represented is zero.
(c)
For each covered year, the amounts added or deducted in calculated stock and option award adjustments include:
|
Year
|
Year End Fair
Value of
Equity
Awards
Granted
during the
Year
|
Year over Year
Change in Fair
Value of
Outstanding
and
Unvested
Equity
Awards
|
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted and
Vested In
the Year
|
Change in
Fair Value of
Equity Awards
Granted in
Prior Years
that Vested
in the Year
|
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
|
Value of
Dividends or
other Earnings
Paid on Stock
or
Option Awards
not Otherwise
Reflected in
Fair
Value or Total
Compensation
|
Total Stock
and Option
Awards
Adjustment
|
|||||||
|
2024
|
$
|
$
|
|
$
|
|
|
$
|
|||||||
|
2023
|
$
|
$
|
|
$
|
|
|
$
|
|||||||
|
2022
|
$
|
$
|
|
$
(
|
|
|
$
|
|||||||
|
2021
|
$
|
$
|
|
$
(
|
$
(
|
|
$
(
|
|||||||
|
2020
|
$
|
$
|
|
$
|
|
|
$
|
6
When calculating amounts of “compensation actually paid” for purposes of this table:
(i)
The fair value of RSU and LTIP unit awards was estimated as of the relevant valuation date in accordance with ASC Topic 718.
(ii)
The fair value of performance awards was estimated using a Monte Carlo simulation for each valuation date for which the
performance conditions were not fully satisfied, with the corresponding key assumptions described in Note 10 to our financial
statements for the fiscal years ended
December 31, 2022 and 2023.
7
Total shareholder return, including reinvestment of dividends, as calculated based on a fixed investment of one hundred dollars
measured from the market close on December 31, 2020 (the last trading day of 2020) through and including the end of the fiscal
year for each year reported in the table as required by the Rule.
9
For purposes of the Rule, we have identified
Share Price
as our company-Selected Metric, based on the closing price of our Class A
common stock on the last trading day of each year. Although Share Price is one important financial performance measure, among
others, that our Compensation Committee considers when making compensation decisions with the intent of aligning compensation
with company performance, our Compensation Committee has not historically and does not currently evaluate “compensation
actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, our
Compensation Committee does not actually use any financial performance measure specifically to link executive compensation
D
escription of Relationships Between Pay and Performance
The below charts are a visual representation of the relationship between compensation actually paid
for our CEO and non-CEO NEOs and the financial metrics outlined in the Pay versus Performance table.
|
52
|
||
|
E
XECUTIVE
C
OMPENSATION
|
|
|
|
The following chart shows the relationship between (1) the compensation actually paid to our CEO
and the average compensation actually paid to the non-CEO NEOs (each as calculated pursuant to Item
402(v)(2)(iii) of Regulation S-K) and (2) the cumulative total shareholder return of our company for its last
five completed fiscal years. The chart also provides a comparison of our company’s total shareholder return to
The following chart shows the relationship between (1) the compensation actually paid to our CEO
and the average compensation actually paid to the non-CEO NEOs (each as calculated pursuant to Item
|
53
|
||
|
E
XECUTIVE
C
OMPENSATION
|
|
|
|
The following chart shows the relationship between (1) the compensation actually paid to our CEO
and the average compensation actually paid to the non-CEO NEOs (each as calculated pursuant to Item
402(v)(2)(iii) of Regulation S-K) and (2) Share Price for the last five fiscal years.
In response to the Tabular List disclosure requirement pursuant to Item 402(v)(6) of Regulation S-K,
the following table outlines four key performance measures, which our Compensation Committee considered,
among others, when making executive compensation decisions for the performance year
2024
. These
measures are listed in alphabetical order, not reflective of order of importance. Share price is included in the
pay versus performance table as our company-selected measure given its inclusion as a performance
measure in Mr. Taubman’s performance-based equity awards reflected in compensation actually paid.
Consistent with our long-term focus, each of these elements are reviewed through a multi-year lens
and considering our company’s business mix versus our competitors.
|
Tabular List: Most Important Performance Measures
|
||
|
1.
|
|
|
|
2.
|
|
|
|
3.
|
|
|
|
4.
|
|
|
|
54
|
||
|
E
XECUTIVE
C
OMPENSATION
|
|
|
|
Equity Compensation Plan Information
The following table presents certain information about our equity compensation plans as of
December 31, 2024
:
|
Plan Category
|
Number of
Securities to be
Issued
upon Exercise of
Outstanding
Options, Warrants
and Rights
1
|
Weighted
Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
|
Number of Securities
Remaining Available
for Future Issuance
under Equity Compensation
Plans Options, (Excluding
Securities Reflected in the
First Column)
2
|
|||
|
Approved by Security Holders
|
||||||
|
Omnibus Incentive Plan
|
19,670,414
|
N/A
|
13,329,586
|
|||
|
Not Approved by Security Holders
|
||||||
|
None
|
—
|
—
|
—
|
|||
1
Consists of RSUs and LTIP Units granted under the Omnibus Incentive Plan, which do not have an exercise price. For purposes of
this table, the number of shares issued includes all Performance LTIP Units, given that 100% of the performance condition has been
achieved as of December 31, 2024.
2
Consists of shares of Class A common stock issuable under the Omnibus Incentive Plan pursuant to various awards that our
Compensation Committee may make, including stock options, stock appreciation rights, restricted shares, RSUs and other equity-
based awards, including
Partnership Units
.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of
April 21, 2025
, information regarding the beneficial ownership of
our Class A common stock and Class B common stock and Partnership Units held by:
(1)
each person, or group of affiliated persons, known by us to beneficially own more than 5% of any
class of our outstanding voting securities;
(2)
each of our directors;
(3)
each of our Named Executive Officers and
(4)
all of our current directors and Executive Officers as a group.
Percentage of beneficial ownership is based upon:
(1)
24,513,591
shares of our Class A common stock issued and outstanding;
(2)
39,945,822 Partnership Units outstanding, including 24,513,591 Partnership Units held by PJT
Partners and
(3)
34,854,029 votes associated with Class A common stock and Class B common stock on
director elections and removals and 39,910,433 votes associated with Class A common stock
and Class B common stock on all other matters, in each case, as of
April 21, 2025
.
To our knowledge, except as set forth in the footnotes to this table, and subject to applicable
community property laws, each person named in the table has sole voting and investment power with respect
to the shares set forth opposite such person’s name. The number of shares of Class A common stock, Class B
common stock and Partnership Units shown as beneficially owned by each director and Named Executive
Officer was determined in accordance with SEC rules, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Beneficial ownership includes any shares of Class A common
stock as to which a person has the right to acquire within 60 days of
April 21, 2025
, through the delivery of
shares of Class A common stock underlying RSUs. Except as otherwise indicated, the address of each of the
directors and Executive Officers in this table is as follows: c/o PJT Partners Inc., 280 Park Avenue, New York,
New York 10017.
|
55
|
||
|
E
XECUTIVE
C
OMPENSATION
|
|
|
|
|
Name of Beneficial
Owner
|
Shares of Class A
Common Stock
Beneficially
Owned
1
|
Shares of
Class B
Common
Stock
Beneficially
Owned
2,3
|
Partnership
Units Beneficially
Owned
1,2,3
|
Combined
Voting
Power
in Director
Elections
and
Removals
2,3,4,5
|
Combined
Voting
Power in
All Other
Matters(%)
2,3,4,5
|
|||||||||
|
Number
|
% of
Class
|
Number
|
% of
Class
|
|||||||||||
|
5% Shareholders
|
||||||||||||||
|
BlackRock, Inc.
6
|
3,901,736
|
15.9
|
—
|
—
|
—
|
11.2
|
9.8
|
|||||||
|
The Vanguard Group
7
|
2,429,691
|
9.9
|
—
|
—
|
—
|
7.0
|
6.1
|
|||||||
|
Stephen A. Schwarzman
8
|
1,176,706
|
4.8
|
7
|
4,604,174
|
11.5
|
3.4
|
2.9
|
|||||||
|
Directors and Executive Officers
|
||||||||||||||
|
Paul J. Taubman
|
400,000
|
1.6
|
1
|
5,730,000
|
14.3
|
19.9
|
29.7
|
|||||||
|
K. Don Cornwell
9
|
28,847
|
*
|
—
|
—
|
—
|
*
|
*
|
|||||||
|
James Costos
9
|
10,959
|
*
|
—
|
—
|
—
|
*
|
*
|
|||||||
|
Emily K. Rafferty
9
|
9,003
|
*
|
—
|
—
|
—
|
*
|
*
|
|||||||
|
Thomas M. Ryan
9,10
|
39,217
|
*
|
—
|
—
|
—
|
*
|
*
|
|||||||
|
Grace R. Skaugen
9
|
500
|
*
|
—
|
—
|
—
|
*
|
*
|
|||||||
|
Kenneth C. Whitney
9,11
|
10,699
|
*
|
2
|
152,149
|
*
|
*
|
*
|
|||||||
|
Ji-Yeun Lee
12
|
75,458
|
*
|
2
|
838,736
|
2.1
|
2.6
|
2.3
|
|||||||
|
Helen T. Meates
|
59,839
|
*
|
1
|
190,798
|
*
|
*
|
*
|
|||||||
|
David A. Travin
|
7,288
|
*
|
1
|
21,684
|
*
|
*
|
*
|
|||||||
|
Directors and Executive
Officers as a Group (10
persons)
|
641,810
|
2.6
|
7
|
6,933,367
|
17.4
|
24.1
|
33.4
|
|||||||
*
Represents less than one percent.
1
Subject to the terms of the Exchange Agreement, the Partnership Units may be exchanged for cash equal to the then-current
market value of an equal number of shares of our Class A common stock (determined in accordance with and subject to adjustment
under the Exchange Agreement) or, at our election, for shares of our Class A common stock on a one-for-one basis, subject to
customary conversion rate adjustments for splits, unit distributions and reclassifications. See “Certain Relationships and Related
Person Transactions — Exchange Agreement.” Beneficial ownership of Partnership Units reflected in this table has not been
reflected as beneficial ownership of shares of our Class A common stock for which such units may be exchanged. Percentage of
Partnership Units treats Partnership Units held by PJT Partners as outstanding.
2
See “Shares to be Voted at the Annual Meeting; Our Voting Structure Does Not Contain Super-Voting Powers,” below.
3
The voting power on applicable matters afforded to holders of Partnership Units by their shares of Class B common stock is
automatically and correspondingly reduced as they exchange Partnership Units for cash or for shares of Class A common stock
pursuant to the Exchange Agreement. If at any time the ratio at which Partnership Units are exchangeable for shares of Class A
common stock changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Exchange
Agreement,” the number of votes to which Class B common shareholders are entitled on applicable matters will be adjusted
accordingly.
4
Represents percentage of voting power of the Class A common stock and Class B common stock voting together as a single class.
5
In connection with the merger and spin-off transactions, the senior management of
Blackstone Inc.
(the "Former Parent"),
including Mr. Stephen A. Schwarzman and all of the Former Parent’s other executive officers (the “Former Parent's Senior
Management”)
provided
an irrevocable proxy to Mr. Taubman, empowering Mr. Taubman to vote or cause to be voted all of the
shares of Class B
common
stock then or thereafter held by the Former Parent's Senior Management (the “Subject Shares”) at
every shareholders meeting of our company on all matters in respect to which the Subject Shares are entitled to vote, and on every
action or approval by written consent of the shareholders of our company in respect of which the Subject Shares are entitled to
consent or dissent, for so long as Mr. Taubman is the CEO of PJT Partners. The combined voting power information in this table
gives effect to such irrevocable proxy.
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6
Based solely on information provided on a Schedule 13G/A filed with the SEC on November 8, 2024. BlackRock, Inc. has sole
voting power over 3,849,754 shares of our Class A common stock and sole dispositive power over 3,901,736 shares of our Class A
common stock. The business address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.
7
Based solely on information provided on a Schedule 13G/A filed with the SEC on January 10, 2024. The Vanguard Group, Inc. has
shared voting power over 43,318 shares of our Class A common stock, shared dispositive power over 63,649 shares of our Class A
common stock and sole dispositive power over 2,366,042 shares of our Class A common stock. The business address of The
Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania, 19355.
8
The business address of Mr. Schwarzman is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154.
9
Does not reflect 57,902, 784, 523, 1,044, 523 and 523 RSUs received by Mr. Cornwell, Mr. Costos, Ms. Rafferty, Mr. Ryan, Ms.
Skaugen and Mr. Whitney, respectively.
10
Includes 7 shares of Class A common stock held in a trust for which Mr. Ryan’s wife is the investment trustee.
11
Includes
1 share of Class B common stock and 6,750 Partnership Units held in a trust for which Mr. Whitney is the investment
trustee.
12
Includes 1 share of Class B common stock and 100,000 Partnership Units beneficially owned by Ms. Lee’s children, for which Ms.
Lee disclaims beneficial ownership.
Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and certain officers to file initial reports of
share ownership and reports of changes in share ownership with the SEC. Based solely on our review of copies
of such reports, we believe that all Section 16(a) filing requirements applicable to our directors and officers
were complied with during
2024
.
Certain Relationships and Related Person Transactions
Our Board has adopted a written statement of policy regarding transactions with related persons,
which we refer to as our “related person policy.” Our related person policy requires that a “related person” (as
defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel, or
such other person designated by our Board, any “related person transaction” (defined as any transaction that
is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a
participant and the amount involved exceeds $120,000 and in which any related person had or will have a
direct or indirect material interest) and all material facts with respect thereto. The General Counsel, or such
other person, will then promptly communicate that information to our Board. No related person transaction
will be executed without the approval or ratification of our Board or a duly authorized committee of our Board.
It is our policy that directors interested in a related person transaction will recuse themselves from any vote on
a related person transaction in which they have an interest.
Exchange Agreement
We have entered into the Exchange Agreement dated as of October 1, 2015, among PJT Partners
Inc., PJT Partners Holdings LP, and the Partnership Unitholders from time to time party thereto (as amended,
the “Exchange Agreement”) with the limited partners of PJT Partners Holdings pursuant to which they (or
certain permitted transferees) have the right, subject to the terms and conditions set forth in the Third
Amended and Restated Limited Partnership Agreement of PJT Partners Holdings LP, as amended (the
“Limited Partnership Agreement”), on a quarterly basis, to exchange all or part of their Partnership Units.
Further, pursuant to the terms in the Limited Partnership Agreement, our company may also require
Partnership Unitholders who are not Service Providers (as defined in the Limited Partnership Agreement) to
exchange such Partnership Units. We retain the sole option to determine whether to settle the exchange in
either cash or for shares of our Class A common stock on a one-for-one basis, subject to customary
conversion rate adjustments for splits, unit distributions and reclassifications. The price per Partnership Unit
to be received in a cash-settled exchange will be equal to the fair value of a share of our Class A common
stock (determined in accordance with and subject to adjustment under the Exchange Agreement). In the
event cash-settled exchanges of Partnership Units are funded with new issuances of our Class A common
stock, the fair value of a share of our Class A common stock will be deemed to be equal to the net proceeds
per share of our Class A common stock received by PJT Partners in the related issuance. Accordingly, in this
event, the price per Partnership Unit to which an exchanging holder of Partnership Units will be entitled may
be greater than or less than the then-current market value of our Class A common stock. The Exchange
Agreement also provides that a holder of Partnership Units will not have the right to exchange Partnership
Units in the event that PJT Partners determines that such exchange would be prohibited by law, or would
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result in any breach of any debt agreement or other material contract of PJT Partners or PJT Partners
Holdings. The Exchange Agreement also provides our company with the ability to decline to exchange should
it determine that the exchange would cause unreasonable financial burden on PJT Partners Holdings, as
determined by our Board. The registration rights agreement does not contain any penalties associated with
failure to file or to maintain the effectiveness of a registration statement covering the shares owned by
individuals covered by such agreement.
Pursuant to the terms of the Exchange Agreement, and as previously reported in SEC Form 4 filings,
three of our Named Executive Officers submitted elections to exchange Partnership Units over the course of
various quarterly exchanges in fiscal year 2024, as follows: Paul J. Taubman, our Chairman and Chief
Executive Officer, exchanged a total of 180,000 Partnership Units; Ji-Yeun Lee, our Managing Partner,
exchanged a total of 30,000 Partnership Units and David A. Travin, our General Counsel, exchanged a total
of 1,000 Partnership Units. As determined by our Board, these exchanges were settled for cash in amounts
that totaled approximately $23.9 million, $3.0 million and $0.1 million, respectively.
Registration Rights Agreement
We have entered into a registration rights agreement with the limited partners of PJT Partners
Holdings pursuant to which we granted them, their affiliates and certain of their transferees the right, under
certain circumstances and subject to certain restrictions, to require us to register under the Securities Act
shares of Class A common stock delivered in exchange for Partnership Units. The registration rights
agreement does not contain any penalties associated with failure to file or to maintain the effectiveness of a
registration statement covering the shares owned by individuals covered by such agreement.
In addition, in the event that any holder or group of holders that elect to exchange Partnership Units
with a cash value of at least $75 million (determined in accordance with the registration rights agreement) in
respect of any quarterly exchange date, a demand committee comprised of certain holders of Partnership
Units will have the right to request that we facilitate a registered underwritten offering with respect to:
(1)
the sale by such holder(s) of Class A common stock delivered to such holder(s) in exchange for
such Partnership Units (in the event that we elect to settle such exchange in shares of Class A
common stock) or
(2)
the sale by us of Class A common stock to fund the cash-settled exchanges of such Partnership
Units (in the event that we elect to settle such exchange in cash); provided, however, that we will
not be obligated to effect any such requested registration within 180 days after the effective
date of a previous registration pursuant to the registration rights agreement.
In addition, we have the right to defer effecting a demand for a maximum of 60 days in certain circumstances,
not to exceed 90 days in any 365-day period, including if such demand could materially interfere with a bona
fide business or financing transaction.
Holders of Partnership Units also have the ability to exercise certain piggyback registration rights in respect
of registered offerings requested by other registration rights holders or initiated by us, subject to customary
cut-back provisions.
Tax Receivable Agreement
Holders of Partnership Units (other than PJT Partners) have the right, subject to the terms and
conditions set forth in the Limited Partnership Agreement of PJT Partners Holdings, on a quarterly basis
(subject to the terms of the Exchange Agreement) to exchange all or part of their Partnership Units. Further,
pursuant to the terms in the Limited Partnership Agreement, our company may also require Partnership
Unitholders who are not Service Providers (as defined in the Limited Partnership Agreement) to exchange
such Partnership Units. PJT Partners Holdings has made an election under Section 754 of the Internal
Revenue Code of 1986 (the “Code”) effective for each taxable year in which an exchange of Partnership Units
for cash or for shares of Class A common stock occurs, which is expected to result in increases to the tax
basis of the assets of PJT Partners Holdings at the time of an exchange of Partnership Units. Stock-settled
exchanges and certain of these cash-settled exchanges are expected to result in increases in the tax basis of
the tangible and intangible assets of PJT Partners Holdings. These increases in tax basis may reduce the
amount of tax that PJT Partners would otherwise be required to pay in the future. These increases in tax basis
may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax
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basis is allocated to those capital assets. The Internal Revenue Service (the “IRS”) may challenge all or part of
the tax basis increase and increased deductions, and a court could sustain such a challenge.
We have entered into a tax receivable agreement with the holders of Partnership Units (other than
PJT Partners) that provides for the payment by PJT Partners to exchanging holders of Partnership Units of
85% of the benefits, if any, that PJT Partners is deemed to realize as a result of the increases in tax basis
related to such exchanges of Partnership Units and of certain other tax benefits related to entering into the
tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement.
This payment obligation is an obligation of PJT Partners and not of PJT Partners Holdings. PJT Partners
expects to benefit from the remaining 15% of cash tax savings, if any, in income tax it realizes. For purposes of
the tax receivable agreement, the cash tax savings in income tax is computed by comparing the actual income
tax liability of PJT Partners (calculated with certain assumptions) to the amount of such taxes that PJT
Partners would have been required to pay had there been no increase to the tax basis of the assets of PJT
Partners Holdings as a result of the exchanges and had PJT Partners not entered into the tax receivable
agreement. The term of the tax receivable agreement continues until all such tax benefits have been utilized or
expired, unless PJT Partners exercises its right to terminate the tax receivable agreement for an amount
based on the agreed payments remaining to be made under the agreement (as described in more detail
below) or PJT Partners breaches any of its material obligations under the tax receivable agreement in which
case all obligations generally will be accelerated and due as if PJT Partners had exercised its right to
terminate the tax receivable agreement. Estimating the amount of payments that may be made under the tax
receivable agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a
variety of factors. The actual increase in tax basis, as well as the amount and timing of any payments under
the tax receivable agreement, will vary depending upon a number of factors, including:
>
the timing of exchanges
— for instance, the increase in any tax deductions will vary depending on
the fair market value, which may fluctuate over time, of the depreciable or amortizable assets of
PJT Partners Holdings at the time of each exchange;
>
the price of shares of our Class
A common stock at the time of the exchange — the increase in
any tax deductions, as well as the tax basis increase in other assets, of PJT Partners Holdings, is
directly proportional to the cash price for the applicable Partnership Units (in the case of a cash-
settled exchange) or the price of shares of our Class A common stock at the time of the exchange
(in the case of a stock-settled exchange);
>
the extent to which such exchanges are taxable
— if an exchange is not taxable for any reason,
increased deductions will not be available and
>
the amount and timing of our income
— PJT Partners is required to pay 85% of the cash tax
savings as and when realized, if any. If PJT Partners does not have taxable income, PJT Partners
is not generally required (absent a change of control or circumstances requiring an early
termination payment) to make payments under the tax receivable agreement for that taxable year
because no cash tax savings will have been realized. However, any cash tax savings that do not
result in realized benefits in a given tax year will likely generate tax attributes that may be utilized
to generate benefits in previous or future tax years. The utilization of such tax attributes will result
in payments under the tax receivables agreement.
We will account for the effects of these increases in tax basis and associated payments under the tax
receivable agreement arising from exchanges as follows:
>
we record an increase in deferred tax assets for the estimated income tax effects of the increases
in tax basis based on enacted federal, state and local tax rates at the date of the exchange;
>
to the extent we estimate that we will not realize the full benefit represented by the deferred tax
asset, based on an analysis that will consider, among other things, our expectation of future
earnings, we reduce the deferred tax asset with a valuation allowance and
>
we record 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset
less any recorded valuation allowance) as an increase to the amount due pursuant to the tax
receivable agreement and the remaining 15% of the estimated realizable tax benefit as an increase
to additional paid-in capital.
The effects of changes in estimates after the date of the redemption or exchange as well as
subsequent changes in the enacted tax rates are included in net income.
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We expect that as a result of the size of the transfers and increases in the tax basis of the tangible and
intangible assets of PJT Partners Holdings, the payments that we may make under the tax receivable
agreement will be substantial. There may be a material negative effect on our liquidity if, as a result of timing
discrepancies or otherwise, the payments under the tax receivable agreement exceed the actual cash tax
savings that PJT Partners realizes in respect of the tax attributes subject to the tax receivable agreement
and/or distributions to PJT Partners by PJT Partners Holdings are not sufficient to permit PJT Partners to
make payments under the tax receivable agreement after it has paid taxes. Late payments under the tax
receivable agreement generally will accrue interest at an uncapped rate equal to SOFR plus 500 basis points.
The payments under the tax receivable agreement are not conditioned upon continued ownership of us by
holders of Partnership Units.
In addition, the tax receivable agreement provides that upon certain changes of control, PJT
Partners’ (or its successor’s) obligations with respect to acquired or exchanged Partnership Units (whether
acquired or exchanged before or after such transaction) would be based on certain assumptions, including
that PJT Partners would have sufficient taxable income to fully utilize the deductions arising from the
increased tax deductions and tax basis and other benefits related to entering into the tax receivable
agreement.
Furthermore, PJT Partners may elect to terminate the tax receivable agreement early by making an
immediate payment equal to the present value of the anticipated future cash tax savings. In determining such
anticipated future cash tax savings, the tax receivable agreement includes several assumptions, including:
(1)
that any Partnership Units that have not been exchanged are deemed exchanged for the market
value of the shares of Class A common stock at the time of termination;
(2)
PJT Partners will have sufficient taxable income in each future taxable year to fully realize all
potential tax savings;
(3)
the tax rates for future years will be those specified in the law as in effect at the time of
termination and
(4)
certain non-amortizable assets are deemed disposed of within specified time periods. In addition,
the present value of such anticipated future cash tax savings are discounted at a rate equal to
SOFR plus 100 basis points.
As a result of the change in control provisions and the early termination right, PJT Partners could be
required to make payments under the tax receivable agreement that are greater than the specified
percentage of the actual cash tax savings that PJT Partners realizes in respect of the tax attributes subject to
the tax receivable agreement. In these situations, our obligations under the tax receivable agreement could
have a substantial negative impact on our liquidity.
Decisions made by our officers and directors in the course of running our business may influence the
timing and amount of payments that are received by an exchanging or selling existing owner under the tax
receivable agreement. For example, the earlier disposition of assets following an acquisition or exchange
transaction generally will accelerate payments under the tax receivable agreement and increase the present
value of such payments, and the disposition of assets before an acquisition or exchange transaction will
increase an existing owner’s tax liability without giving rise to any rights of an existing owner to receive
payments under the tax receivable agreement.
Payments under the tax receivable agreement are based on the tax reporting positions that we
determine. PJT Partners will not be reimbursed for any payments previously made under the tax receivable
agreement if a tax basis increase is successfully challenged by the IRS. As a result, in certain circumstances,
payments could be made under the tax receivable agreement in excess of PJT Partners’ cash tax savings.
The Limited Partnership Agreement
PJT Partners holds Partnership Units in PJT Partners Holdings and is the sole general partner of PJT
Partners Holdings. Accordingly, PJT Partners operates and controls all of the business and affairs and
consolidates the financial results of PJT Partners Holdings and its operating subsidiaries and, through PJT
Partners Holdings and its operating subsidiaries, conducts our business.
The Limited Partnership Agreement provides that substantially all expenses incurred by or
attributable to PJT Partners, but not including obligations incurred under the tax receivable agreement by
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PJT Partners, income tax expenses of PJT Partners and payments on indebtedness incurred by PJT
Partners, are borne by PJT Partners Holdings.
Pursuant to the Limited Partnership Agreement, PJT Partners has the right to determine when
distributions will be made to holders of Partnership Units and the amount of any such distributions (other than
tax distributions described below). If a distribution is authorized, such distribution will be made to the holders
of Partnership Units pro rata in accordance with the percentages of their respective partnership interests that
are entitled to participate in distributions.
The holders of Partnership Units, including PJT Partners, will incur U.S. federal, state and local income
taxes on their proportionate share of any taxable income of PJT Partners Holdings. Except for the priority
allocations of income in respect of LTIP Units described below, net profits and net losses of PJT Partners
Holdings will generally be allocated to its holders (including PJT Partners) pro rata in accordance with the
percentages of their respective partnership interests, except as otherwise required by law. In accordance with
the Limited Partnership Agreement, we intend to cause PJT Partners Holdings to make pro rata cash
distributions, to the extent of available cash, to the holders of the partnership interests in PJT Partners
Holdings in amounts equal to 50% of the taxable income allocated to such holders for purposes of funding
their tax obligations in respect of the income of PJT Partners Holdings that is allocated to them.
For
2024
, Mr. Taubman, Mr. Whitney, Ms. Lee, Ms. Meates and Mr. Travin received $17,573,740,
$450,185, $2,560,112, $535,981 and $52,500, respectively, as distributions on their Partnership Units.
The Limited Partnership Agreement provides that PJT Partners may not engage in, or cause or
permit, a Termination Transaction (as defined below), other than with the consent of limited partners holding
a majority of all the outstanding Partnership Units (other than Partnership Units held by PJT Partners and
entities controlled by PJT Partners), including each limited partner that held, immediately following the
closing of the merger and spin-off transactions in 2015, and, as of any subsequent date of determination,
holds, not less than five percent (5%) of the total number of Partnership Units then outstanding (a
“Significant Limited Partner”), or if the requirements discussed below are satisfied. A “Termination
Transaction” means any direct or indirect transfer of all or any portion of PJT Partners’ interest in PJT
Partners Holdings in connection with, or any other occurrence of:
>
a merger, consolidation or other combination transaction involving PJT Partners;
>
a sale, lease, exchange or other transfer of all or substantially all of the assets of PJT Partners not
in the ordinary course of business, whether in a single transaction or a series of related
transactions;
>
a reclassification, recapitalization or change of the outstanding shares of our Class A common
stock (other than a change in par value, or from par value to no par value, or as a result of a stock
split, stock dividend or similar subdivision, including in connection with the distribution, exchange,
redemption or exercise of rights under our shareholder rights agreement or securities issuable in
respect of such rights);
>
the adoption of any plan of liquidation or dissolution of PJT Partners or
>
any other direct or indirect transfer of all or any portion of PJT Partners’ interest in PJT Partners
Holdings, other than certain permitted transfers to affiliated entities.
Such consent of limited partners to a Termination Transaction is not required if either:
(1)
in connection with the Termination Transaction:
(i)
each holder of Partnership Units is entitled to receive the “transaction consideration,”
defined as the fair market value, at the time of the Termination Transaction, of an amount of
cash, securities or other property equal to the product of:
>
the number of shares of our Class A common stock into which a Partnership Unit is then
exchangeable and
>
the greatest amount of cash, securities or other property paid per share to the holder of
any shares of our Class A common stock in consideration of such shares in connection
with the Termination Transaction;
provided that, if, in connection with the Termination Transaction, a purchase, tender or
exchange offer is made to and accepted by the holders of a majority of the outstanding
shares of our Class A common stock, the transaction consideration will refer to the fair
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market value of the greatest amount of cash, securities or other property which such holder
would have received had it exercised its exchange right and received shares of our Class A
common stock in exchange for its Partnership Units immediately prior to the expiration of
such purchase, tender or exchange offer and had accepted such purchase, tender or
exchange offer and
(ii)
PJT Partners Holdings receives an opinion from nationally recognized tax counsel to the
effect that such Termination Transaction will be tax-free to each holder of Partnership
Units (other than PJT Partners and entities controlled by PJT Partners) for U.S. federal
income tax purposes (except to the extent of cash received)
or
(2)
all of the following conditions are met:
>
substantially all of the assets directly or indirectly owned by PJT Partners Holdings prior to
the announcement of the Termination Transaction are, immediately after the Termination
Transaction, owned directly or indirectly by (x) PJT Partners Holdings or (y) another limited
partnership or limited liability company organized or existing under the laws of the United
States, any state thereof, the District of Columbia, or any territory thereof, which is the
survivor of a merger, consolidation or combination of assets with PJT Partners Holdings,
which we refer to as the “surviving partnership,”;
>
the surviving partnership is classified as a partnership for U.S. federal income tax purposes;
>
each holder of Partnership Units (other than PJT Partners and entities controlled by PJT
Partners) that held Partnership Units immediately prior to the closing of such Termination
Transaction owns a percentage interest of the surviving partnership based on the relative
fair market value of the net assets of PJT Partners Holdings and the other net assets of the
surviving partnership immediately prior to the consummation of such transaction and
>
the rights of such limited partners with respect to the surviving partnership are at least as
favorable as those of limited partners prior to the consummation of such transaction and as
those applicable to any other limited partners or non-managing members of the surviving
partnership, and such rights include:
(a)
if PJT Partners or its successor has a single class of publicly traded common equity
securities, the right, to the same extent provided to holders of Partnership Units
pursuant to the Exchange Agreement, to exchange their interests in the surviving
partnership for either:
(1)
a number of such publicly traded common equity securities with a fair market
value, as of the date of consummation of such Termination Transaction, equal to
the transaction consideration referred to above, subject to customary conversion
rate adjustments for splits, unit distributions and reclassifications, which we refer
to as the “successor shares amount” or
(2)
cash in an amount equal to the fair market value of the successor shares amount
at the time of such exchange or
(b)
if PJT Partners or its successor does not have a single class of publicly traded
common equity securities, the right to exchange their interests in the surviving
partnership on a quarterly basis for cash in an amount equal to the fair market value of
such interest at the time of exchange, as determined at least once every calendar
quarter by an independent appraisal firm of recognized national standing retained by
the surviving partnership.
For the purpose of determining compliance with the condition set forth in the third bullet above, the
relative fair market values shall be reasonably determined by PJT Partners as of the time of such transaction
and, to the extent applicable, shall be no less favorable to the holders of Partnership Units than the relative
values reflected in the terms of such transaction.
The Limited Partnership Agreement also provides the limited partners with certain consent rights in
the event a majority of our Board ceases to be Continuing Directors (as defined below) (such event, a “Board
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Change of Control”). “Continuing Directors” means as of any date of determination, any member of our
Board who:
(1)
was a member immediately following the consummation of the merger and spin-off transactions
in 2015 or
(2)
was nominated for election or elected or appointed with the approval of a majority of the
Continuing Directors who were members at the time of such nomination, election or
appointment, but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or consents by or on
behalf of a person other than our Board. From and after the occurrence of a Board Change of
Control, the following actions will require the approval of limited partners representing a majority
in interest of all limited partners (excluding any limited partners controlled by PJT Partners),
including each Significant Limited Partner:
>
any removal or appointment of any “officer,” as defined in Rule 16a-1(f) of the Exchange Act,
including the CEO, of PJT Partners;
>
the creation, authorization or issuance of any new class or series of equity interest in PJT
Partners Holdings;
>
the incurrence of any indebtedness (other than intercompany indebtedness) by PJT
Partners Holdings or any of its subsidiaries or controlled affiliates that would, or is intended
to, result in a material increase in the amount of consolidated indebtedness of PJT Partners
Holdings as compared to immediately prior to such Board Change of Control;
>
any extraordinary distribution of PJT Partners Holdings;
>
any change in PJT Partners Holdings’ distribution policy that would, or that is intended to,
result in a material increase in the amount or frequency of distributions as compared to levels
prior to our Board Change of Control;
>
any change in PJT Partners Holdings’ policy regarding Partnership Unit repurchases
including without limitation from PJT Partners, that would, or that is intended to, result in a
material increase in the amount or frequency of Partnership Unit repurchases as compared
to levels prior to our Board Change of Control;
>
any merger, consolidation or sale of all or any significant portion of the assets of PJT
Partners Holdings;
>
any voluntary liquidation, dissolution or winding up of PJT Partners Holdings or the
commencement of a proceeding for bankruptcy, insolvency, receivership or similar action
with respect to the PJT Partners Holdings or any of its subsidiaries or controlled affiliates;
>
calling any meeting of the limited partners of PJT Partners Holdings or submitting any
matter for the vote or consent of the limited partners of PJT Partners Holdings;
>
any settlement or compromise of any litigation directly against or otherwise relating to
indemnification of the PJT Partners or its directors or officers or their affiliates or
representatives or any litigation regarding tax matters or
>
any amendment to the Limited Partnership Agreement.
In addition, the Limited Partnership Agreement enables PJT Partners Holdings to issue LTIP Units
pursuant to the Omnibus Incentive Plan. LTIP Units are a class of partnership interest that are intended to
qualify as “profits interests” in PJT Partners Holdings for U.S. federal income tax purposes that, subject to
certain conditions, shall automatically be converted into Partnership Units. LTIP Units initially do not have full
parity, on a per unit basis, with Partnership Units with respect to liquidating distributions. Upon the
occurrence of specified events, LTIP Units can over time achieve full parity with Partnership Units, at which
time LTIP Units shall automatically be converted into Partnership Units on a one-for-one basis. The Limited
Partnership Agreement provides that upon a sale of all or substantially all of the assets of PJT Partners
Holdings, holders of LTIP Units will receive a priority allocation of income. The priority allocation will generally
be made to the holders of LTIP Units until the capital account of each LTIP Unit equals the capital account of
a Partnership Unit. In addition, the capital accounts of the LTIP Units will be increased in priority to the
Partnership Units when PJT Partners Holdings revalues its assets. After the capital account balances of the
LTIP Units have been increased such that each LTIP Unit has a capital account balance equal to that of a
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Partnership Unit, allocations of net income and net loss are made on a per-unit basis. The effect of these
allocation provisions is to enable LTIP Units, which are issued with lower capital account balances than the
Partnership Units, to participate in liquidating distributions of PJT Partners Holdings on the same basis as
Partnership Units, assuming there is sufficient profit to allocate to the LTIP Units.
LTIP Units may be issued to PJT Partners personnel and third parties from time to time in one or
more series having the rights, powers, privileges, restrictions, qualifications and limitations set forth in the
relevant award agreement or other documentation pursuant to which the LTIP Units of such series are
granted or issued, including with respect to participation in distributions.
Subject to the terms of any award or other applicable agreement, unvested partnership interests will
be forfeited if the holder ceases to provide services to PJT Partners Holdings. Certain forfeited partnership
interests will be subject to reallocation by our Compensation Committee in consultation with Mr. Taubman (or
subject to other reallocations in accordance with the Limited Partnership Agreement).
Sublease with Dynasty Equity Partners Management, LLC
PJT Partners Holdings has entered into a sublease agreement, commencing October 1, 2022 and
renewed commencing October 1, 2024 (the “Sublease”), with Dynasty Equity Partners Management, LLC, a
Delaware limited liability company (“Dynasty”). K. Don Cornwell, a member of our Board, is the Chief
Executive Officer and co-founder of Dynasty. Pursuant to the Sublease, Dynasty currently subleases certain
office space from PJT Partners Holdings through September 30, 2025. For fiscal year 2024, the annual
payments by Dynasty under the Sublease totaled approximately $0.9 million. The rent, terms and conditions
of the Sublease were consistent with those of similar subleases in the market as of the time the Sublease was
entered.
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A
UDIT
M
ATTERS
|
|
|
|
Audit Matters
|
Proposal 3: Ratification of Independent Registered Public Accounting Firm
|
|
Our Audit Committee of our Board has selected Deloitte & Touche LLP as our independent registered
public accounting firm to perform the audit of our consolidated financial statements for
2025
.
|
|
Board Recommendation
|
|
Our Board recommends that you vote “FOR” the ratification of the selection of Deloitte & Touche LLP
as our independent registered public accounting firm.
|
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected Deloitte as our independent registered public accounting firm to
perform the audit of our consolidated financial statements for
2025
. Representatives of Deloitte are
expected to be present at our Annual Meeting, will have an opportunity to make a statement if they so desire
and will be available to respond to appropriate questions.
Board Recommendation
The appointment of Deloitte as our independent registered public accounting firm is being submitted
to our shareholders for ratification at the Annual Meeting. Our Board recommends that the shareholders vote
“FOR” the ratification of the selection of Deloitte as our independent registered public accounting firm. The
submission of the appointment of Deloitte is required neither by law nor by our Amended and Restated By-
Laws. Our Board is nevertheless submitting it to our shareholders to ascertain their views. If our shareholders
do not ratify the appointment, the selection of another independent registered public accounting firm may be
considered by our Audit Committee. Even if the selection is ratified, our Audit Committee in its discretion may
select a different independent registered public accounting firm at any time during the year if it determines
that such a change would be in the best interests of our company and our shareholders.
Audit
Fees
The following table sets forth aggregate fees billed to us by Deloitte for the years ended December 31,
2024 and 2023:
|
Year Ended December 31,
|
|||
|
2024
|
2023
|
||
|
Audit Fees
1
|
$
1,933,213
|
$
2,184,266
|
|
|
Audit-Related Fees
|
—
|
—
|
|
|
Tax Fees
2
|
1,205,678
|
1,225,310
|
|
|
All Other Fees
3
|
20,641
|
10,706
|
|
|
Total
|
$
3,159,532
|
$
3,420,282
|
|
1
Audit Fees represent fees for services rendered for the audit and quarterly reviews of our consolidated financial statements, audit of
the effectiveness of internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act and statutory and
financial audits for our United States and foreign consolidated subsidiaries.
2
Tax fees represent fees for services performed by Deloitte’s tax personnel, except those services specifically related to the audit and
review of the financial statements, and consisted of tax consulting and compliance professional services, including to our United
States and foreign consolidated subsidiaries.
3
All Other Fees represent fees for subscriptions to Deloitte's accounting research tool, services performed by Deloitte to provide a
monitoring report for a non-U.S. subsidiary and other related services.
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A
UDIT
M
ATTERS
|
|
|
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Pre-Approval Policies and Procedures
Our Audit Committee does not permit the engagement of our auditors without pre-approval by our
Audit Committee. The engagement of Deloitte for permitted non-audit accounting and tax services is limited
to circumstances where these services are considered integral to the audit services that Deloitte provides or
where there is another compelling rationale for using Deloitte. All audit services for which Deloitte was
engaged during 2024 were pre-approved by our Audit Committee in compliance with applicable SEC
requirements.
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A
UDIT
M
ATTERS
|
|
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REPORT OF OUR AUDIT COMMITTEE
The duties and responsibilities of our Audit Committee are set forth in our Audit Committee Charter,
which can be found on our website,
www.pjtpartners.com
, under the “Investor Relations/Governance/
Governance Documents” section.
Our Audit Committee has:
>
selected the independent registered public accounting firm to audit our books and records;
>
reviewed and discussed our audited financial statements for
2024
with management and with
Deloitte, our independent registered public accounting firm, and has held, as appropriate,
executive sessions with Deloitte without the presence of management;
>
discussed with our independent registered public accounting firm the matters required by the
applicable standards of the Public Company Accounting Oversight Board (“PCAOB”) and the
SEC and
>
received from Deloitte the written disclosures and the letter required by the applicable
requirements of the PCAOB regarding the independent accountant’s communications with our
Audit Committee concerning independence and has discussed with Deloitte its independence.
In performing all of these functions, our Audit Committee acts in an oversight capacity. Our Audit
Committee reviews our quarterly and annual reports on Form 10-Q and Form 10-K, respectively, prior to filing
with the SEC. In its oversight role, our Audit Committee relies on the work and assurances of:
>
our management, which has the primary responsibility for establishing and maintaining adequate
internal control over financial reporting and for preparing the financial statements, and other
reports and
>
the independent registered public accounting firm, which is responsible for auditing our financial
statements and expressing an opinion as to whether those audited financial statements fairly
present, in all material respects, our financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles in the United States of America.
Based on these reviews and discussions and the reports of the independent registered public
accounting firm, our Audit Committee recommended to our Board that the audited financial statements be
included in our Form 10-K for the fiscal year ended
December 31, 2024
filed with the SEC.
|
Submitted by the Audit Committee:
|
|
|
Kenneth C. Whitney,
Chair
|
|
|
James Costos
|
|
|
Grace R. Skaugen
|
The information in this report is not “soliciting material,” is not deemed filed with the SEC and is not to
be incorporated by reference in any of our filings under the Securities Act or the Exchange Act whether made
before or after the date hereof and irrespective of any general incorporation language in any such filings.
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S
HAREHOLDER
P
ROPOSALS
a
ND
N
OMINATIONS
f
OR OUR
2026
A
NNUAL
M
EETING
|
|
|
|
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR OUR 2026 ANNUAL MEETING
Eligible shareholders who wish to submit director nominations or bring any business at the 2026
Annual Meeting, including shareholder proposals to be included in our Proxy Statement, must comply with the
advance notice procedures set forth in our Amended and Restated By-Laws.
In order for a shareholder proposal to be included in our Proxy Statement to be issued in connection
with our 2026 Annual Meeting, that proposal must be received by our Corporate Secretary no later than
December 30, 2025 (which is 120 calendar days before the anniversary of the date this Proxy Statement was
first mailed or made available to shareholders).
In order for director nominations to be deemed timely, notice of such director nominations must be
received by our Corporate Secretary (A) no earlier than February 18, 2026 and no later than March 20, 2026
or (B) in the event that our 2026 Annual Meeting of Shareholders is held prior to May 19, 2026 or after
August 27, 2026, notice by the shareholder must be so received no earlier than the 120th day prior to such
Annual Meeting and no later than the close of business on the later of the 90th day prior to such Annual
Meeting or the 10th day following the day on which public announcement of the date of the Annual Meeting is
first made, and, in each case, must satisfy the notification, timeliness, consent and information requirements
set forth in our Amended and Restated By-Laws.
In addition to satisfying the foregoing requirements under our Amended and Restated By-Laws, to
comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director
nominees other than our company’s nominees must provide notice that sets forth any additional information
required by Rule 14a-19 under the Exchange Act no later than April 20, 2026.
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General Information about Our
2025
Annual Meeting
GENERAL INFORMATION ABOUT OUR
2025
ANNUAL MEETING
PJT Partners Inc. is making this Proxy Statement available to its shareholders in connection with the
solicitation of proxies by our Board for our
2025
Annual Meeting of Shareholders to be held on
June 18, 2025
at 10:00 a.m., Eastern Daylight Time via live audio webcast at
www.virtualshareholdermeeting.com/PJT2024
,
and any adjournment or postponement thereof. You are receiving this Proxy Statement because you owned
shares of our company’s Class A or Class B common stock at the close of business on
April 21, 2025
, the
Record Date for the Annual Meeting, which entitles you to vote at the Annual Meeting. This Proxy Statement
describes the matters on which we would like you to vote and provides information on those matters so that
you can make an informed decision.
Participation in Our Annual Meeting
The Annual Meeting will be a virtual meeting of shareholders held via an audio webcast. The virtual
meeting will provide the same rights and advantages of a physical meeting. Shareholders will be able to
present questions online before the meeting or during a portion of the meeting, providing our shareholders
with the opportunity for meaningful engagement with our company. To participate in the meeting, you must
have your 16-Digit Control Number that is shown on your Notice of Availability of Proxy Materials (the “Notice
of Availability”) or on your proxy card if you elected to receive proxy materials by mail. You may access the
Annual Meeting by visiting
www.virtualshareholdermeeting.com/PJT2025
.
You will be able to submit questions either before the meeting or during a portion of the meeting. If
you wish to submit a question before the meeting, you may log into
www.proxyvote.com
using your 16-Digit
Control Number and follow the instructions to submit a question. Alternatively, if you wish to submit a
question during the meeting, log into the virtual meeting platform at
www.virtualshareholdermeeting.com/
PJT2025
using the 16-Digit Control Number and follow the instructions to submit a question.
Technicians will be ready to assist you with any technical difficulties you may have accessing the
virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the
virtual meeting, please call the technical support number posted on the virtual meeting platform log-in page.
You may also obtain information regarding access to the Annual Meeting by contacting our investor relations
representative at 212-364-7810 or via email at investorrelations@pjtpartners.com. This
Proxy
Statement
contains information about the items shareholders will vote on at the Annual Meeting.
The virtual meeting format for the Annual Meeting will enable full and equal participation by all of our
shareholders from any place in the world at little to no cost. We designed the format of the virtual meeting to
ensure that shareholders who attend our Annual Meeting will be afforded the same rights and opportunities to
participate as they would at an in-person meeting. We will take the following steps to ensure such an
experience by:
(1)
providing shareholders with the ability to submit appropriate questions either in advance of the
meeting or during the meeting real-time via the meeting website, limiting questions to one per
shareholder unless time otherwise permits and
(2)
answering as many questions submitted in accordance with the meeting rules of conduct as
possible in the time allotted for the meeting.
The Proxy Materials
Our Proxy Materials include:
>
this Proxy Statement;
>
n
otice
of our
2025
Annual Meeting of Shareholders (which is attached to this Proxy Statement)
and
>
our
2024
Annual Report to Shareholders.
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|
If you received printed versions of these materials by mail (rather than through electronic delivery),
these materials also include a Proxy Card or voting instruction form. If you received or accessed these
materials through the Internet, your Proxy Card or voting instruction form are available to be filled out and
executed electronically.
Mailing of Proxy Materials
The Proxy Materials will be mailed or made available to our shareholders on or about
April 29, 2025
.
On or about
April 29, 2025
, we will mail to most of our shareholders a Notice of Availability containing
instructions on how to access our Proxy Statement. Below are answers to common questions shareholders
may have about the Proxy Materials and the Annual Meeting.
Notice of Internet Availability of Proxy Materials
Under rules adopted by the SEC, we are furnishing Proxy Materials to most of our shareholders on the
Internet, rather than mailing printed copies. By doing so, we save costs and reduce our impact on the
environment. If you received a Notice of Availability by mail, you will not receive printed copies of the Proxy
Materials unless you request them. Instead, the Notice of Availability will instruct you how to access and
review the Proxy Materials on the Internet. If you would like printed copies of the Proxy Materials, please
follow the instructions on the Notice of Availability.
Shares to be Voted at the Annual Meeting; Our Voting Structure Does Not Contain Super-Voting Powers
Holders of Class A common stock will have one vote for every share of Class A common stock that
such holder owned at the close of business on the Record Date.
Due to our “Up-C” corporate structure, and as described above, certain holders of the equity in our
company maintain their ownership through Partnership Units. In order to ensure that these Partnership Unit
holders are not disenfranchised and, therefore, are entitled to vote their economic interest in our company,
these holders were granted an accompanying share of Class B common stock. This share of Class B common
stock entitles the holder to a number of votes equal to such holder’s vested and unvested Partnership Units
and does not provide any voting power in excess of the holder’s economic interest in our company. Rather, it
merely provides a vehicle for a Partnership Unit holder to vote such holder’s economic interest in our company
and does not give disproportionate or super-voting rights to holders of Partnership Units and Class B
common stock. Whereas some companies with a dual-class stock voting structure give certain shareholders
super-voting stock, we do not. As an example, if a holder of a share of Class B common stock owns 100
Partnership Units, that share of Class B common stock would simply provide such holder with 100 votes on all
matters presented to our shareholders.
In an effort to preserve the tax-free nature of our spin-off in 2015 from the Former Parent, our
Restated Certificate of Incorporation provided that holders of Class B common stock were limited to only one
vote per share of Class B common stock solely with respect to the election or removal of directors. Thus,
applying the above example, that same holder of Class B common stock (representing 100 Partnership Units)
would be entitled to 100 votes on all matters presented to our shareholders but only one vote with respect to
director elections or removals.
With the passage of time since the spin-off, this restriction on the voting rights of holders of Class B
common stock is no longer operative, an eventuality that was envisaged in our Restated Certificate of
Incorporation. Pursuant to our Restated Certificate of Incorporation, upon the request of a holder of Class B
common stock and approval by our Board, such holder’s Class B common stock would be equalized to provide
the same number of votes for the election and removal of directors as it does for all other matters.
Accordingly, certain holders of vested and unvested Partnership Units have requested, and our Board has
approved, that their shares of Class B common stock provide them with the same number of votes for the
election and removal of directors as they do for all other matters.
Moreover, holders of shares of our Class B common stock will vote together with holders of our Class
A common stock as a single class on all matters on which such shareholders are entitled to vote generally,
except as otherwise required by law.
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As noted above in the section titled, “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT,” in connection with the merger and spin-off transactions, the F
ormer Parent's
Senior
Management provided an irrevocable proxy to Mr. Taubman, empowering Mr. Taubman to vote or cause to be
voted all of the Subject Shares at every shareholders meeting of our company on all matters in respect to
which the Subject Shares are entitled to vote, and on every action or approval by written consent of the
shareholders of our company in respect of which the Subject Shares are entitled to consent or dissent, for so
long as Mr. Taubman is the CEO of PJT Partners.
As of
April 21, 2025
, the Record Date for our Annual Meeting, our share count for voting purposes set
forth above was as follows:
|
Proposal 1:
Elect the Class I
Director Nominees
Identified in this Proxy
Statement
|
Proposal 2:
Advisory Vote on the
Compensation of
Our Named
Executive Officers
|
Proposal 3:
Advisory Vote to Ratify the
Selection of Deloitte as Our
Independent Registered
Accounting Firm for
2025
|
||||
|
Common Shares of Class A
|
24,513,591
|
24,513,591
|
24,513,591
|
|||
|
Stock Shares of Class B
|
10,340,438
|
15,396,843
|
15,396,843
|
|||
|
Common Stock Power
|
34,854,029
|
39,910,434
|
39,910,434
|
|||
Annual Meeting Quorum
The holders of a majority in voting power of the issued and outstanding shares of Class A common
stock and Class B common stock (which is equal to the aggregate number of vested and unvested
Partnership Units held by such Class B common shareholders) collectively as a single class entitled to vote,
must be present in person or represented by proxy to constitute a quorum for the transaction of business at
the Annual Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a
quorum. Shares represented by broker non-votes (as defined below) that are present and entitled to vote at
the Annual Meeting will be counted for purposes of determining a quorum. However, if you hold your shares in
street name and do not provide voting instructions to your bank, broker or other holder of record, under
current NYSE rules, Proposals 1 and 2 are considered non-discretionary matters and a bank, broker or other
holder of record will lack the authority to vote shares at the holder’s discretion on these proposals, and your
shares will not be voted on these proposals (a “broker non-vote”).
|
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|
Required Votes
|
Proposal 1:
Elect the Two Class I
Director Nominees
Identified in this
Proxy Statement
|
Proposal 2:
Advisory Resolution
to Approve Executive
Compensation
|
Proposal 3:
Advisory Vote to Ratify the
Selection of Deloitte as Our
Independent Registered
Accounting Firm for
2025
|
|||||
|
How many votes are
required for approval?
|
>
A plurality of votes cast,
even if less than a majority
|
>
A majority of votes cast
|
>
A majority of votes cast
|
||||
|
How are director
withhold votes
treated?
|
>
Withhold votes will be
excluded entirely from the
vote with respect to the
nominee from which they
are withheld and will have no
effect on this proposal
|
>
N/A
|
>
N/A
|
||||
|
How are abstentions
treated?
|
>
N/A
|
>
Abstentions are counted for
the purpose of establishing
the presence of a quorum,
but will not be counted as
votes cast and will have no
effect on this proposal
|
>
Abstentions are counted for
the purpose of establishing
the presence of a quorum,
but will not be counted as
votes cast and will have no
effect on this proposal
|
||||
|
How are broker non-
votes treated?
|
>
Broker non-votes are
counted for the purpose of
establishing the presence of
a quorum, but are not
counted as votes cast and
will have no effect on this
proposal
|
>
Broker non-votes are
counted for the purpose of
establishing the presence of
a quorum, but are not
counted as votes cast and
will have no effect on this
proposal
|
>
No broker non-votes since
banks, brokers and other
holders of record may
exercise discretion and vote
on this matter and these will
be counted as votes cast
|
||||
|
How will signed proxies
that do not specify
voting preferences be
treated?
|
>
Votes will be cast for the
two director nominees
identified in this Proxy
Statement
|
>
Votes will be cast for the
approval of the
compensation of our Named
Executive Officers
|
>
Votes will be cast for the
selection of Deloitte as our
independent public
accounting firm for
2025
|
||||
It is important to note that the proposals to approve the compensation of our Named Executive
Officers, and to ratify the selection of the independent registered public accounting firm are non-binding and
advisory. However, our Board intends to carefully consider the results of Proposal 2 in making future
compensation decisions, and if our shareholders fail to ratify the selection of Deloitte, the selection of another
independent registered public accounting firm may be considered by our Audit Committee. Even if the
selection is ratified, our Audit Committee in its discretion may select a different independent registered public
accounting firm at any time during the year if it determines that such a change would be in the best interests
of our company and our shareholders.
Voting at the Annual Meeting
The manner in which you cast your vote depends on whether you are a shareholder of record or you
are a beneficial owner of shares held in “street name.”
Shareholder of Record
. If your shares are registered directly in your name with our transfer agent,
American Stock Transfer & Trust Company, LLC, you are a shareholder of record.
Beneficial Owner of Shares Held in Street Name
. If your shares are held in an account at a brokerage
firm, bank, broker-dealer or other similar organization, then you are a beneficial owner of shares held in “street
name.” The organization holding your account is considered the shareholder of record. As a beneficial owner,
you have the right to direct the organization holding your account on how to vote the shares you hold in your
account.
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Voting by Proxy for Shares Registered Directly in the Name of the Shareholder
. If you hold your shares
of common stock in your own name as a shareholder of record, you may instruct the proxy holders named in
the Proxy Card how to vote your shares of common stock in one of the following ways:
>
Vote by Internet
. You may vote via the Internet by following the instructions provided in the Notice
of Availability or, if you received printed materials, on your Proxy Card. The website for Internet
voting is printed on the Notice of Availability and also on your Proxy Card. Please have your
Notice of Availability or Proxy Card in hand when voting. Internet voting is available 24 hours each
day until 11:59 p.m., Eastern Daylight Time, on June 17, 2025. You will receive a series of
instructions that will allow you to vote your shares of common stock. You will also be given the
opportunity to confirm that your instructions have been properly recorded. If you vote via the
Internet, you do not need to return your Proxy Card.
>
Vote by Telephone
. You also have the option to vote by telephone by calling the toll-free number
800-690-6903. Telephone voting is available 24 hours each day until 11:59 p.m., Eastern
Daylight Time, on June 17, 2025. When you call, please have your Proxy Card in hand. You will
receive a series of
◦
voice instructions that will allow you to vote your shares of common stock. You will also be
given the opportunity to confirm that your instructions have been properly recorded. If
you vote by telephone, you do not need to return your Proxy Card.
>
Vote by Mail
. If you received printed materials, and would like to vote by mail, please mark, sign
and date your Proxy Card and return it promptly in the postage-paid envelope provided. If you did
not receive printed materials and would like to vote by mail, you must request printed copies of
the Proxy Materials by following the instructions on your Notice of Availability.
Voting by Proxy for Shares Registered in Street Name.
If your shares of common stock are held in
street name, you will receive instructions from your broker, bank or other nominee that you must follow in
order to have your shares of common stock voted.
Voting Online at the Annual Meeting. If you are a Class A or Class B common stock shareholder of
record, you may vote and submit questions while attending the meeting online via live audio webcast. You will
need the 16-Digit Control Number included on your Notice of Availability or your proxy card (if you received a
printed copy of the proxy materials) in order to be able to enter the meeting.
Shares held in your name as the shareholder of record may be voted by you, while the polls remain
open, at
www.virtualshareholdermeeting.com/PJT2025
during the meeting. You will need your 16-Digit
Control Number found in the Notice of Availability or your proxy card. Even if you plan to participate in the
online meeting, we recommend that you also submit your proxy or voting instructions in advance, so that your
vote will be counted if you later decide not to participate in the online meeting.
Revocation of Your Vote
Street name shareholders who wish to revoke or change their votes should contact the organization
that holds their shares. Shareholders of record may revoke or change their proxy by voting a new proxy
pursuant to the voting methods set forth above by providing a written notice of revocation to the Corporate
Secretary or by attending and voting at the Annual Meeting.
Confidentiality of Your Vote
We keep all the proxies, ballots and voting tabulations confidential as a matter of practice. We only let
our Inspector of Election, Broadridge Financial Solutions, Inc. (“Broadridge”), examine these documents.
Occasionally, shareholders provide written comments on their Proxy Card, which are then forwarded to us by
Broadridge.
Proxy Solicitation
Our company is paying the costs of the solicitation of proxies. Members of our Board and officers and
employees may solicit proxies by mail, telephone, fax, email or in person. We will not pay directors, officers or
employees any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks
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|
|
or similar entities representing street name holders for their expenses in forwarding Proxy Materials to their
customers who are street name holders and obtaining their voting instructions.
In connection with the Annual Meeting, our company has engaged Innisfree M&A Incorporated to
assist in the solicitation of proxies. Our company will pay Innisfree M&A Incorporated
$25,000
plus
reasonable out-of-pocket expenses for its assistance.
Voting Results
We will file a current report on Form 8-K with the SEC including the final voting results from the
Annual Meeting within four business days after the Annual Meeting.
Other Information
For your review, we make available free of charge on or through our website at
www.pjtpartners.com
under the “Investor Relations/Financial Reports” section, our annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K and amendments to those reports, as soon as reasonably
practicable after such material is electronically filed with or furnished to the SEC.
Hard copies may be
obtained free of charge by contacting Investor Relations at PJT Partners Inc., 280 Park Avenue, New
York, New York 10017 or by calling 212-364-7810.
Copies may also be accessed electronically by means of
the SEC’s website on the Internet at
www.sec.gov.
Neither our Annual Report on Form 10-K for the year
ended
December 31, 2024
, nor the
2024
Annual Report shall constitute a part of the proxy solicitation
materials.
Contacting Our Corporate Secretary
In several sections of this Proxy Statement, we suggest that you should contact our Corporate
Secretary to follow up on various items. You can reach our Corporate Secretary by writing to the Corporate
Secretary at PJT Partners Inc., 280 Park Avenue, New York, New York 10017 or by calling 212-364-7800.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
JUNE 18, 2025
The Notice of Annual Meeting, Proxy Statement, Form of Proxy and
2024
Annual Report to
Shareholders are also available at
www.proxyvote.com.
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
Some banks, brokers and other holders of record may be participating in the practice of
“householding” proxy statements, annual reports or notices. This means that only one copy of our Proxy
Materials or Notice of Availability, as applicable, may have been sent to multiple shareholders in your
household. If you want to receive separate copies of our Proxy Materials or Notice of Availability, or if you are
receiving multiple copies and would like to receive only one copy per household, you should contact your bank,
broker or other holder of record, or you may contact the Corporate Secretary as set forth above.
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74
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G
ENERAL
I
NFORMATION
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OTHER MATTERS
Our Board does not know of any other matters that are to be presented for action at the Annual
Meeting. Should any other matter arise at the Annual Meeting; however, the persons named in the enclosed
proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their
judgment.
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BY ORDER OF THE BOARD OF DIRECTORS,
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David K.F. Gillis
Corporate Secretary
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April 29, 2025
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A-1
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A
PPENDIX
A - G
LOSSARY
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APPENDIX A
Glossary of Terms
Definitions. The following terms shall have the meanings set forth on this Appendix A whenever used in the
Proxy statement. Except when otherwise indicated by context, any term used in the singular shall also include
the plural.
“20-day VWAP”
is the volume-weighted average share price of our company’s Class A common stock over
any 20 consecutive trading-day period.
“ASC Topic 718”
refers to the Financial Accounting Standards Board Accounting Standards Codification
Topic 718, Compensation – Stock Compensation.
“Adjusted EPS”
refers to Adjusted Net Income, If-Converted, on a per-share basis
“Board”
refers to the PJT Partners Inc. Board of Directors.
“Bonus Deferral Plan”
refers to the Amended and Restated PJT Partners Inc. Bonus Deferral Plan.
“Broadridge”
refers to Broadridge Financial Solutions, Inc.
“Broker Non-Vote”
refers to the condition when a proposal is considered a non-discretionary matter and a
bank, broker or other holder of record will lack the authority to vote shares at the holder’s discretion and the
shares will not be voted on the proposal.
“CamberView”
refers to CamberView Partners Holdings, LLC.
“CEO”
means Chief Executive Officer.
“CEO Agreement”
refers to the partner agreement PJT Partners Holdings entered into with Paul Taubman
effective October 1, 2015.
“CEO Pay Ratio”
refers to the ratio of annual total compensation of Mr. Taubman, our CEO, to the median
annual total compensation for all our employees (other than our CEO) as of December 31, 2024.
“Code”
refers to the Internal Revenue Code of 1986, as amended.
“company”, “we”, “us” and “our”
refer to PJT Partners Inc., together with its consolidated subsidiaries,
including PJT Partners Holdings and its operating subsidiaries.
“Deloitte”
refers to Deloitte & Touche LLP.
“Dynasty”
refers to Dynasty Equity Partners Management, LLC, a Delaware limited liability company.
“Exchange Act”
refers to the Securities Exchange Act of 1934.
“Exchange Agreement”
refers to the Exchange Agreement dated as of October 1, 2015, among PJT
Partners Inc., PJT Partners Holdings LP and the Partnership Unitholders from time to time party thereto, as
amended.
“Executive Officer”
is defined as the term is used in Item 401 of Regulation S-K.
“Former Parent”
refers to Blackstone Inc.
“Former Parent's Senior Management”
refers to Blackstone’s senior management, including Mr.
Schwarzman and all of the Former Parent’s other executive officers.
“IRS”
refers to the Internal Revenue Service.
“Limited Partnership Agreement”
refers to the Third Amended and Restated Limited Partnership
Agreement of PJT Partners Holdings LP, as amended.
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A-2
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A
PPENDIX
A - G
LOSSARY
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“LTIP Units”
refers to a class of partnership interests in PJT Partners Holdings, and as further defined in the
Limited Partnership Agreement.
“Named Executive Officers”
and
“NEOs”
refer to our Chairman and Chief Executive Officer, Paul J.
Taubman; our Managing Partner, Ji-Yeun Lee; our Chief Financial Officer, Helen T. Meates and our General
Counsel, David A. Travin.
“Non-management directors”
include all directors who are not our officers, and all non-management
directors who have been determined by our Board to be independent.
“Notice of Availability”
refers to a Notice of Internet Availability of Proxy Materials.
“NYSE”
refers to the New York Stock Exchange.
“Omnibus Incentive Plan”
refers to the Second Amended and Restated PJT Partners Inc. 2015 Omnibus
Incentive Plan approved by the shareholders on May 24, 2023.
“Partnership Units”
refers to equity interests in our company held by owners who maintain their ownership
collectively through PJT Partners Holdings partnership units, including LTIP Units and Performance LTIP
Units.
“PCAOB”
refers to the Public Company Accounting Oversight Board.
“Performance LTIP Units”
refers to a class of partnership interests in PJT Partners Holdings.
“PJT Partners”
refers to PJT Partners Inc.
“PJT Partners Holdings”
refers to PJT Partners Holdings LP, a holding partnership that holds our
company’s operating subsidiaries, and certain cash and cash equivalents it may hold from time to time. As the
sole general partner of PJT Partners Holdings, PJT Partners Inc. operates and controls all of the business and
affairs of PJT Partners Holdings and its operating subsidiaries.
“Record Date”
refers April 21, 2025.
“Related Person Transaction”
is defined as any transaction that is anticipated and would be reportable by
us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved
exceeds $120,000 and in which any related person had or will have a direct or indirect material interest.
“Related Person Policy”
refers to a written statement of policy adopted by our Board regarding transactions
with related persons.
“RSU”
refers to Restricted Stock Unit.
“SEC”
refers to the U.S. Securities and Exchange Commission.
“Significant Limited Partner”
refers to a limited partner who holds not less than five percent (5%) of the
total number of Partnership Units then outstanding.
“Street Name”
means that shares are held in an account at a brokerage firm, bank, broker-dealer or other
similar organization and that organization, rather than the beneficial owner, is considered the shareholder of
record, holding the shares in “street name.” The beneficial owner of the shares has the right to direct the
organization holding the account on how to vote the shares held in the account.
“Subject Shares”
refers to the irrevocable proxy provided to Mr. Taubman, empowering Mr. Taubman to vote
or cause to be voted all of the shares of Class B common stock then or thereafter held by the Former Parent's
Senior Management.
“Sublease”
refers to the sublease that PJT Partners Holdings has entered into with Dynasty Equity Partners
Management, LLC that commenced October 1, 2022 and renewed commencing October 1, 2024.
“Surviving Partnership”
refers to another limited partnership or limited liability company organized or
existing under the laws of the United States, any state thereof, the District of Columbia, or any territory
thereof, which is the survivor of a merger, consolidation or combination of assets with PJT Partners Holdings.
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A-3
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A
PPENDIX
A - G
LOSSARY
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“Termination Transaction”
means any direct or indirect transfer of all or any portion of PJT Partners’
interest in PJT Partners Holdings.
“Trading Policy”
means the PJT Partners Inc. Securities Trading Policies and Procedures.
“Willis Towers Watson”
refers to Willis Towers Watson & Co., an independent outside compensation
consultant.
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B-1
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A
PPENDIX
B - U.S. GAAP R
ECONCILIATIONS
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APPENDIX B
U.S. GAAP Reconciliations
The following represent additional performance measures that management uses in making resource
allocation and/or compensation decisions. These measures should not be considered substitutes for, or
superior to, financial measures prepared in accordance with GAAP.
Management believes the following non-GAAP measures, when presented together with comparable
GAAP measures, are useful to investors in understanding our company’s operating results: Adjusted Pretax
Income; Adjusted Net Inco
me and Adjusted Net Income, If-Converted, in total and on a per-share basis
(referred to as “Adjusted EPS”)
. T
hese
non-GAAP measures, presented and discussed herein, remove the
impact of:
(a)
Acquisition-related compensation expense;
(b)
Acquisition-related intangible asset amortization and
(c)
The net change to the amount our company has agreed to pay
the Former Parent
related to the
net realized cash benefit from certain compensation-related tax deductions.
Reconciliations of the non-GAAP measures to their most directly comparable GAAP measures and
further detail regarding the adjustments are provided below.
To help investors understand the effect of our company’s ownership structure on its Adjusted Net
Income, our company has presented Adjusted Net Income, If-Converted. This measure illustrates the impact
of taxes on Adjusted Pretax Income, assuming all Partnership Units (excluding Partnership Units that have
yet to satisfy certain market conditions) were exchanged for shares of our company’s Class A common stock,
resulting in all of our company’s income becoming subject to corporate-level tax, considering both current
and deferred income tax effects. This tax rate excludes a number of adjustments, including the tax benefits of
the a
djustments for acquisition-related compensation expense and amortization expense
.
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B-2
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A
PPENDIX
B - U.S. GAAP R
ECONCILIATIONS
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The following table provides a reconciliation of non-GAAP measures to their most directly
comparable GAAP measures.
(Dollars in Thousands, Except Share and Per
Share Data)
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Year Ended
December 31,
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2024
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2023
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GAAP Net Income
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$
238,473
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$
145,682
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Less: GAAP Provision for Taxes
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32,096
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31,927
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GAAP Pretax Income
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270,569
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177,609
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Adjustments to GAAP Pretax Income
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Acquisition-Related Compensation Expense
1
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2,103
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—
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Amortization of Intangible Assets
2
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5,127
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4,920
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Spin-Off-Related Payable Due to former Parent
3
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543
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136
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Adjusted Pretax Income
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278,342
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182,665
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Adjusted Taxes
4
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33,708
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32,768
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Adjusted Net Income
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244,634
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149,897
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If-Converted Adjustments
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Less: Adjusted Taxes
4
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(33,708)
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(32,768)
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Add: If-Converted Taxes
5
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57,239
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46,297
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Adjusted Net Income, If-Converted
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$
221,103
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$
136,368
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GAAP Net Income Per Share of Class A Common Stock
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Basic
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$
5.28
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$
3.24
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Diluted
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$
4.92
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$
3.12
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GAAP Weighted-Average Shares of Class A
Common Stock Outstanding
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Basic
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25,454,445
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25,255,327
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Diluted
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44,105,131
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41,882,034
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Adjusted Net Income, If-Converted Per Share
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$
5.02
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$
3.27
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Weighted-Average Shares Outstanding, If-Converted
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44,051,384
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41,749,633
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1
This adjustment adds back to GAAP Pretax Income acquisition-related compensation expense for equity-based awards granted in
connection with the acquisition of deNovo Partners on October 1, 2024.
2
This adjustment adds back to GAAP Pretax Income amounts for the amortization of intangible assets that are associated with the
acquisition of PJT Capital LP on October 1, 2015, the acquisition of CamberView on October 1, 2018 and the acquisition of deNovo
Partners on October 1, 2024.
3
This adjustment adds back to GAAP Pretax Income the net change to the amount our company has agreed to pay the Former
Parent related to the net realized cash benefit from certain compensation-related tax deductions.
4
Represents taxes on Adjusted Pretax Income, considering both current and deferred income tax effects for the current ownership
structure.
5
Represents taxes on Adjusted Pretax Income, assuming all Partnership Units (excluding Partnership Units that have yet to satisfy
market conditions) have been exchanged for shares of our company’s Class A common stock, resulting in all of our company’s
income becoming subject to corporate-level tax, considering both current and deferred income tax effects. This tax rate excludes a
number of adjustments, including the tax benefits of the adjustments for acquisition-related compensation expense and
amortization expense.
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B-3
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A
PPENDIX
B - U.S. GAAP R
ECONCILIATIONS
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The following table provides a summary of weighted-average shares outstanding for the year ended
December 31, 2024 and 2023 for both basic and diluted shares. The table also provides a reconciliation to If-
Converted Shares Outstanding assuming that all Partnership Units (excluding Partnership Units that have yet
to satisfy certain market conditions) and unvested PJT Partners Inc. RSUs were converted to shares of our
company’s Class A common
stock
:
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Year Ended
December 31,
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2024
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2023
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Weighted-Average Shares Outstanding - GAAP
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Basic Shares Outstanding, GAAP
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25,454,445
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25,255,327
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Dilutive Impact of Unvested RSUs
(1)
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2,979,117
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1,711,829
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Dilutive Impact of Partnership Units
(2)
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15,671,569
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14,914,878
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Diluted Shares Outstanding, GAAP
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44,105,131
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41,882,034
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Weighted-Average Shares Outstanding - If-Converted
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Basic Shares Outstanding, GAAP
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25,454,445
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25,255,327
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Unvested RSUs
(1)
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2,979,117
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1,711,829
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Partnership Units
(3)
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15,617,822
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14,782,477
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If-Converted Shares Outstanding
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44,051,384
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41,749,633
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As of
December 31, 2024
, in relation to awards granted containing both service and market
conditions, our company had achieved a dividend adjusted 20-day volume-weighted average share price of
our company's Class A common stock in excess of the final $130 market condition. Cumulatively, 2.5 million
share equivalents were included in our company's fully-diluted share count, of which 1.0 million had satisfied
both service and market conditions, with the remaining 1.5 million vesting pursuant to ongoing service
conditions.
1
Represents the dilutive impact under the treasury method of unvested RSUs that have a remaining service requirement.
2
Represents the number of shares assuming the conversion of vested Partnership Units, the dilutive impact of unvested Partnership
Units with a remaining service requirement, and the dilutive impact of Partnership Units that achieved certain market conditions as if
those conditions were achieved as of the beginning of the reporting period.
3
Represents the number of shares assuming the conversion of all Partnership Units, including Partnership Units that achieved certain
market conditions as of the date those conditions were achieved.
TABLE OF CONTENTS
Executive SummaryOur Company2024 HighlightsProposal 1: Election of DirectorsProposal 2: Advisory Resolution to Approve Executive CompensationProposal 3: Ratification of Our Companys Independent Registered Public Accounting FirmNo Super-Voting SharesCorporate GovernanceMeet Our Board of DirectorsNominees for Class I Directors Whose Terms Will Expire in 2028Continuing Class II Directors Whose Terms Will Expire in 2026Continuing Class III Directors Whose Terms Will Expire in 2027Experience and Skills of Our Directors and NomineesBoard CharacteristicsOur Board's Guiding Principles and PracticesBoard Leadership StructureChairman of Our BoardLead Independent DirectorBoard CommitteesBoard Committee Membership at a GlanceAudit CommitteeCompensation CommitteeNominating/Corporate Governance CommitteeDirector RecruitmentRisk ManagementOur Boards Role in Risk OversightOur Board Committees Role in Risk OversightCybersecurity and Data ProtectionCulture of ComplianceCorporate Governance GuidelinesCode of Business Conduct and EthicsSecurities Trading Policies and ProceduresDirector Orientation and OnboardingShareholder EngagementHuman Capital Management OverviewHuman Capital Management PhilosophyReward PrinciplesBoard Oversight of Human Capital ManagementEmployee Feedback and EngagementEmployer of Choice InitiativesEngagement with the Broader CommunityCompetitionCorporate Sustainability at PJT Partners