| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
Filed by the Registrant ☒ | | | Filed by a party other than the Registrant ☐ |
☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material |
☒ | | | No fee required. |
☐ | | | |
Fee paid previously with preliminary materials. | |||
☐ | | | |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
![]() ![]() | | | ![]() ![]() |
![]() ![]() | | | ![]() ![]() |
Items of Business | | | Date: Thursday, June 20, 2024 |
Item 1. Election to |
Item 2. Approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in this Proxy Statement Item 3. Approval, on an advisory basis, of the |
frequency (every one, two or three years) of advisory votes to Item 4. Ratification of the selection of Deloitte & Touche LLP |
To transact such other business as may properly come before our Annual Meeting or any adjournments or postponements thereof. | | | 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/PJT2024. 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 22, 2024 |
![]() ![]() | | | ![]() ![]() |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
![]() | | | ![]() |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
![]() | ![]() |
| | Pretax Income | | | Earnings Per Share | |||||||
Revenues | | | GAAP | | | Adjusted(1) | | | GAAP | | | Adjusted(1) |
$992 Million | | | $219 Million | | | $242 Million | | | $3.99 | | | $4.44 |
-6% YoY | | | -11% YoY | | | -11% YoY | | | -9% YoY | | | -10% YoY |
![]() | | |
| ![]() | |
Financials | ||||||
$1.15bn Total Revenues, an increase of 12% YoY | | | 15.4% GAAP Pretax Margin 15.8% Adjusted4 Pretax Margin | | | $3.12 GAAP Diluted EPS $3.27 Adjusted4 EPS |
Capital Management | ||||||
2.2mm Share equivalents repurchased | | | $437mm Cash, cash equivalents and short-term investments; No funded debt | | | $1.00 Annual dividend per share |
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 the 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 the “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, 2023. |
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. |
![]() | ||||||||||||||||||||
| | ![]() |
Footprint | ||||||
115 Total Partners, an increase of 10% YoY | | | 1,012 Company-wide headcount, an increase of 12% YoY | | | 12 Offices worldwide; Opened Tokyo office in 2023 |
73 Strategic Advisory Partners, an increase of 11% YoY | | | | |
Corporate Sustainability and Community | ||||||||||||||||||||
3rd Annual Corporate Sustainability Report released | | | >$7.9mm Company-wide giving since 2020 | | | |||||||||||||||
>350 | |||||||||||
![]() | ![]() | ||||||||||
![]() | ![]() | ||||||||||
![]() | ![]() | ||||||||||
![]() | |||||||||||
![]() |
![]() | ![]() |
| Highest 20-day VWAP Between Grant Date and End Date | | | Percent of Total LTIP Units Granted That Become Earned LTIP Units | |
| Less than $100 | | | 0% | |
| $100 | | | 50% | |
| $130 | | | 100% | |
| | | Proposal 1: elect the two 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 2022 | | |
| Shares of Class A common stock | | | 23,714,701 | | | 23,714,701 | | | 23,714,701 | |
| Shares of Class B common stock | | | 9,514,742 | | | 15,100,953 | | | 15,100,953 | |
| Total voting power | | | 33,229,443 | | | 38,815,654 | | | 38,815,654 | |
![]() | |||
![]() | |||
![]() | |||
![]() | | | James Costos | Age: 61 | Director since February 2017 Professional Highlights | |
![]() | James Costos | |||
Box Office | ||||
Skills Mr. |
2 Executive Summary |
![]() | | | ![]() |
![]() | | | Grace R. Skaugen | Age: 70 | Director since July 2020 Professional Highlights |
![]() | | Grace Reksten Skaugen, | |
trustee 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. | |||
Skills 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 |
![]() | | | |
![]() | Kenneth C. Whitney | Audit Committee Chair | Age: 66 | 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. Since his retirement from Blackstone Inc. in April 2013 until September 2015, he was also | ||
a Senior Advisor to Blackstone. 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. Mr. Whitney began his career at Coopers & Lybrand in 1980, where he spent time in the 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 Trustees for The First Tee and the University of Delaware, where he received a B.S. in Accounting. | |||
Skills 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 |
3 Executive Summary |
![]() | | | ![]() |
> | 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 |
![]() | | | ![]() |
![]() | | | ![]() |
Proposal 1: Election of Directors |
The Board has nominated three directors, James Costos, Grace R. Skaugen and Kenneth C. Whitney, for election as Class III directors. If elected, each Class III director will serve until the annual meeting of shareholders in 2027, or until succeeded by another qualified director who has been elected. |
Board Recommendation |
The Board recommends that you vote “FOR” all nominees. |
![]() | | | ![]() |
![]() | | | James Costos | Age: 61 | 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. He is also involved in the global venture technology group at Dentons, where he serves as a Senior Managing Director. 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, the largest LGBTQ+ advocacy and political lobbying organization in the United States. 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, international marketing, operations, technology and executive leadership experience positions him well to serve on the Board. His strong international experience brings a geographically diverse perspective to the oversight of our multi-national business operations. |
![]() | | | Grace R. Skaugen | Age: 70 | 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 (member 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 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. 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 the Board. Her strong international experience brings a geographically diverse perspective to the oversight of our multi-national business operations. |
![]() | | | ![]() |
![]() | | | Kenneth C. Whitney | Audit Committee Chair | Age: 66 | 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. Since his retirement from Blackstone in April 2013 until September 2015, he was also a Senior Advisor to Blackstone. 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. Mr. Whitney began his career at Coopers & Lybrand in 1980, where he spent time in the 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 Trustees for The First Tee and 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 the Board. |
![]() | | | Thomas M. Ryan | Lead Independent Director and Compensation Committee Chair | Age: 71 | 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, positions him well to serve on the Board. |
![]() | | | ![]() |
![]() | | | K. Don Cornwell | Age: 53 | 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 the 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 the company’s clients, employees and other stakeholders, position him to contribute valuable acumen and insight to the Board. |
![]() | | | Paul J. Taubman | Chairman and Chief Executive Officer | Age: 63 | Director since October 2015 |
| Professional Highlights | ||
| Paul J. Taubman has been our Chairman and CEO since 2015. Prior to founding PJT Partners, Mr. Taubman spent nearly 30 years at Morgan Stanley where he served in a series of increasingly senior positions, including as executive vice president and Co-President of Institutional Securities, with responsibility for all | ||
of the firm’s investment banking, capital markets, and sales and trading businesses. Mr. Taubman serves in a leadership role on numerous philanthropic efforts including Board President of New York Cares, New York City’s largest volunteer organization; Trustee and 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 B.S. in Economics from the Wharton School of the University of Pennsylvania and an M.B.A. 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 the 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: 75 | 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 the 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 the Board. |
![]() | | | ![]() |
Banking & Financial Services | | | Breadth and depth of experience in the 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 |
![]() | | | ![]() |
Professional Skills | | | Cornwell | | | Costos | | | Rafferty | | | Ryan | | | Skaugen | | | Taubman | | | Whitney |
Banking & Financial Services | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() |
Executive Experience | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | | | ![]() | | | ![]() | |
Financial Reporting | | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | |
Human Capital Management | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() |
International Business | | | ![]() | | | ![]() | | | ![]() | | | | | ![]() | | | ![]() | | | ![]() | |
IT & Cybersecurity | | | | | ![]() | | | | | ![]() | | | ![]() | | | ![]() | | | |||
Legal & Regulatory | | | ![]() | | | | | | | ![]() | | | | | ![]() | | | ![]() | |||
Marketing & Media | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | | | ![]() | | | ![]() | |
Public Company Experience | | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ||
Risk Management | | | ![]() | | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | |
Strategic Planning | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() |
Corporate Sustainability | | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | |
![]() | | | ![]() |
Background | | | Cornwell | | | Costos | | | Rafferty | | | Ryan | | | Skaugen | | | Taubman | | | Whitney |
Black or African American | | | ![]() | | | | | | | | | | | | | ||||||
Gender | | | | | | | | | | | | | | | |||||||
Male | | | ![]() | | | ![]() | | | | | ![]() | | | | | ![]() | | | ![]() | ||
Female | | | | | | | ![]() | | | | | ![]() | | | | | |||||
LGBTQ+ | | | | | ![]() | | | | | | | | | | | ||||||
Age/Tenure | | | | | | | | | | | | | | | |||||||
Age | | | 53 | | | 61 | | | 75 | | | 71 | | | 70 | | | 63 | | | 66 |
Tenure | | | 1 | | | 7 | | | 9 | | | 9 | | | 4 | | | 9 | | | 9 |
Board Diversity at a Glance |
A majority of the Board — 57% — are members of groups that are historically underrepresented on public company boards. |
![]() |
Additional Board Characteristics | |||
66 Average Age | | | 7 years Average Tenure |
![]() | | | ![]() |
Breadth of Skills and Expertise | | | From the inception of our company, we have sought to ensure that each of our directors embodied a level of experience and expertise that was outsized relative to an early-stage company to ensure immediate and effective implementation of our company’s long-term strategic goals and to provide oversight of our company’s risk profile and strategic goals. The Board is committed to the ongoing evaluation of its composition, including the skills and expertise of each director as well as the diversity of our directors and how their collective skills align with our evolving business strategy. |
Commitment to Diversity | | | The Board believes that fostering an inclusive culture — which welcomes differing perspectives, backgrounds and beliefs — enables us to provide the best-in-class advice to our clients. Accordingly, we aim to hire, develop and retain the best-in-class talent across all levels of the company, including the Board itself. |
Independent & Engaged Board | | | Five of our seven current directors (71%) are independent, with all Board committees comprised entirely of independent directors. The Board is actively engaged, holding four Board meetings and 12 Board committee meetings in 2023, 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. Our directors periodically attend partner meetings and dinners, participate in our town hall meetings, and meet with groups and individuals at our company. |
Focused Directors | | | Because serving on the Board requires significant time and attention, the Board has adopted a policy within its Corporate Governance Guidelines that, among other requirements applicable to the 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 | | | The 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 the company, including the performance of senior management. See “Board Leadership Structure — Lead Independent Director” below. |
Shareholder Engagement and Responsiveness | | | 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 the 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 and Responsiveness” below. |
![]() | | | ![]() |
Annual Evaluations | | | The Board conducts a self-evaluation annually to determine whether it, its committees and its individual members are functioning effectively and whether the Board possesses the appropriate expertise and diversity. Each committee of the Board also conducts a self-evaluation annually and reports the results to the Board. The Board, acting through the Nominating/ Corporate Governance Committee, monitors the mix of specific experience, qualifications, skills and diversity of its current directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the company’s business and structure. |
Open Channels of Communication Between the Board and Our Company | | | The 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. |
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. |
![]() | | | ![]() |
| | 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) | | | ![]() | | | | |
![]() | | | ![]() | | |
> | 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. |
![]() | | | ![]() |
> | identifying individuals qualified to become directors and recommending that the Board select the candidates for all directorships to be filled by the Board or by the shareholders; |
> | recommending directors to serve on committees and evaluating the operation and performance of the committees; |
> | developing and recommending to the Board the content of our Corporate Governance Guidelines and Code of Business Conduct and Ethics; |
> | overseeing the company’s environmental, social and governance strategy; and |
> | otherwise taking a leadership role in shaping our corporate governance. |
> | Relevant career experience |
> | Strength of character |
> | Mature judgment |
> | Familiarity with the company’s business and industry |
> | Independence of thought |
> | Ability to work collegially |
> | Corporate governance background |
> | Financial and accounting background |
> | Executive compensation background |
> | Size, composition and combined expertise of the existing Board |
> | Board diversity |
> | Existing commitments to other businesses |
> | Potential conflicts of interest with other pursuits |
> | Legal considerations |
![]() | | | ![]() |
> | The Board meets at least twice annually with our Chief Technology 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. The Board is aware of the threats presented by cybersecurity incidents and is committed to taking measures to help prevent and mitigate the effects of any such incidents. |
> | Our Chief Compliance Officer provides updates to the Board on regulatory and compliance matters, which includes an annual in-depth review. |
> | Our General Counsel updates the Board regularly on material legal and regulatory matters. |
> | Our Chief Human Resources Officer provides updates to the Board on Human Capital matters, including hiring investment, talent, reward strategy and diversity and inclusion. |
> | The senior leadership of our shareholder advisory business also presents periodically to the Board on key trends shaping the shareholder landscape across governance, executive compensation, activism-defense, strategic investor relations and ESG matters. |
19 Corporate Governance |
![]() | | | ![]() |
Key Risk Oversight Responsibilities of the Board’s Committees | ||||||||
Audit Committee | | | Committee | | ||||
| Nominating/Corporate Governance Committee | |||||||
> Qualifications, performance, and independence of independent registered public accounting firm > Performance of internal audit > Assessment of major risks facing the company and management’s efforts to manage those risks | | | philosophy > Corporate goals and objectives relevant to compensation of the CEO and other Executive Officers, including annual performance objectives. > 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 the company arising from compensation programs and plans for all employees > The company’s human capital management strategy > Administration of our clawback policy | | | |||
20 Corporate Governance |
![]() | | | ![]() |
![]() | | | ![]() |
> | Business Strategy and Priorities |
> | Board Composition and Diversity |
> | Board Structure and Governance Practices |
> | Executive Compensation |
> | Corporate Sustainability |
> | Human Capital Management and Culture |
> | 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. |
> | The Board periodically discusses succession planning for our Named Executive Officers, including for our Chairman and CEO. The Board’s review includes an assessment of the experience, performance and skills of potential successors in these critically important roles. The Board holds CEO succession planning discussions in executive sessions led by the Lead Independent Director. |
> | The Board, including the 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 the company’s human capital strategy. With the Board’s oversight, the 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 the company has advised. |
![]() | | | ![]() |
> | Performance objectives relating to an employee’s individual contributions to supporting a more inclusive culture are incorporated in firmwide reviews. |
> | We continue to support our employee resource groups, including PJT Partners Women’s Network, PJT Pride and the PJT Black Professional Network. |
24 Corporate Governance |
![]() | | | ![]() |
![]() | | | ![]() |
> | 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. |
26 Corporate Governance |
![]() | | | ![]() |
27 Corporate Governance |
![]() | | | ![]() |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | Total ($) | |
| James Costos | | | 65,625 | | | 131,295 | | | 196,920 | |
| Dennis S. Hersch | | | 87,500 | | | 87,506 | | | 175,006 | |
| Emily K. Rafferty | | | 78,750 | | | 105,051 | | | 183,801 | |
| Thomas M. Ryan | | | — | | | 175,011 | | | 175,011 | |
| Grace R. Skaugen | | | 87,500 | | | 87,506 | | | 175,506 | |
| Kenneth C. Whitney | | | 87,500 | | | 87,506 | | | 175,006 | |
Name | | | Fees Earned or Paid in Cash | | | Stock Awards(1) | | | Total |
K. Don Cornwell | | | $26,932 | | | $407,824 | | | $434,756 |
James Costos | | | $28,126 | | | $168,772 | | | $196,8982 |
Emily K. Rafferty | | | $112,500 | | | $112,559 | | | $225,059 |
Thomas M. Ryan | | | — | | | $225,052 | | | $225,052 |
Grace R. Skaugen | | | $112,500 | | | $112,559 | | | $225,059 |
Kenneth C. Whitney | | | $112,500 | | | $112,559 | | | $225,059 |
(1) | The amounts in this column reflect the aggregate 2023. |
(2) |
![]() | | | ![]() |
Proposal 2: Advisory Resolution to Approve Executive Compensation |
Board Recommendation |
The Board recommends that you vote “FOR” approval of the compensation of our Named Executive Officers. |
> | 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. |
![]() | | | ![]() |
Proposal 3: Advisory Resolution on the Frequency of Future Advisory Resolutions to Approve Executive Compensation |
Board Recommendation |
The Board recommends that you vote for the holding of future advisory votes on the compensation of our Named Executive Officers every “1 YEAR.” |
![]() | | | ![]() |
Name | | | ![]() Ji-Yeun Lee | | | ![]() Helen T. Meates | | | ![]() David A. Travin |
Age | | | 57 | | | 62 | | | 48 |
Position | | | Managing Partner | | | Chief Financial Officer | | | General Counsel |
Professional Highlights | | | Prior to joining PJT Partners in early 2014 as one of the founding partners, Ms. Lee was Managing Director and Deputy Head of Global Investment Banking at Morgan Stanley. She joined Morgan Stanley in 1988 and spent most of her career in Mergers & Acquisitions, including six years in the firm’s London office, advising clients on a broad range of transactions across industries and geographies. Ms. Lee was appointed the Deputy Head of Global Investment Banking in 2007 and joined Morgan Stanley’s Management Committee in 2011. Ms. Lee also serves on the Board of Directors of Good Shepherd Services. She received a B.A. from Amherst College. | | | Prior to joining PJT Partners, Ms. Meates was a Managing Director at Morgan Stanley, where she spent over 22 years working mostly in Global Capital Markets. During her tenure at Morgan Stanley, she served as Deputy Head of Global Capital Markets and co-Chair of the firm’s Capital Commitment Committee. Ms. Meates was born in New Zealand. She received a law degree (LLB) from Canterbury University in New Zealand and an MBA with honors from Columbia Business School. She serves on the boards of the SMA Foundation, the Bridgehampton Chamber Music Festival and Play Rugby USA. | | | Prior to joining PJT Partners in December 2016, Mr. Travin was a member of the legal departments of both UBS AG and Deutsche Bank AG. Through the end of 2020, Mr. Travin served as the company’s Deputy General Counsel. He currently serves on the Board of Directors of Only Make Believe, a nonprofit organization based in New York City. Mr. Travin received a B.S. in Industrial and Labor Relations from Cornell University and a J.D. from The George Washington University Law School. |
![]() | | | ![]() |
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 and January 1, 2021 for Mr. Travin. > Base salary for Ms. Meates adjusted from $500,000 to $1,000,000 as of January 1, 2023. |
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 the company’s inception |
Annual Long-Term Incentive Awards | | | > Variable pay typically granted in equity > Equity grants account for, on average, approximately 43% of the Annual Incentive Compensation for the Named Executive Officers (other than Mr. Taubman) | | | > The percentage of the Named Executive Officers’ total 2023 annual incentive compensation that was delivered in the form of a long-term equity award was 47% for Ms. Lee, 43% for Ms. Meates and 38% for Mr. Travin > Equity awards granted with respect to performance in calendar year 2023 to Ms. Lee, Ms. Meates and Mr. Travin vest over four years, with the first tranche vesting after two years > Mr. Taubman did not receive an annual incentive award related to his 2023 performance |
![]() | | | ![]() |
| Highest 20-day VWAP Between Grant Date and End Date | | | Percent of Total LTIP Units Granted That Become Earned LTIP Units | |
| Less than $100 | | | 0% | |
| $100 | | | 50% | |
| $130 | | | 100% | |
Ji-Yeun Lee, our Managing Partner; |
Helen T. Meates, our Chief Financial Officer; and |
> | David A. Travin, our General Counsel. |
![]() | | | ![]() |
| | Evercore Inc. | |||||||
| | Perella Weinberg Partners |
34 Executive Compensation |
![]() | | | ![]() |
> | share price performance, |
> | revenue growth, |
> | adjusted pretax income growth and |
> | adjusted net income per share growth |
> | Ji-Yeun Lee. With respect to the assessment of individual performance, the factors considered for Ms. Lee were her leadership and executive management role with our company, including: continued evidence of the growth in cross-company revenue generating opportunities; year over year outperformance of the business relative to peers and continued success in the attraction and retention of top talent to the company at all levels with particular emphasis on Strategic Advisory investments. |
> | Helen T. Meates. With respect to the individual assessment of Ms. Meates, factors considered included: Ms. Meates’ leadership and oversight of our global finance function including its strategic reporting and analytics capability; the continued building and maintenance of relationships with our investors, clients, equity research community, auditors and regulators; and effective management of corporate finance, including efficiency related to non-compensation expense management. |
> | David A. Travin. With respect to the individual assessment of Mr. Travin, factors considered included: Mr. Travin’s leadership and oversight of our global legal and compliance functions; effectively managing the company’s preparedness for evolving |
![]() | | | ![]() |
| Name and Principal Position | | | Year | | | Salary $ | | | Cash Bonus $ | | | Stock Awards(1) $ | | | Total $ | |
| Paul J. Taubman Chairman and CEO | | | 2021 | | | 1,000,000 | | | — | | | 799,500 | | | 1,799,500 | |
| 2020 | | | 1,000,000 | | | — | | | 1,066,000 | | | 2,066,000 | | |||
| 2019 | | | 1,000,000 | | | — | | | 1,066,000 | | | 2,066,000 | | |||
| Ji-Yeun Lee Managing Partner | | | 2021 | | | 1,000,000 | | | 1,867,500 | | | 1,632,500 | | | 4,500,000 | |
| 2020 | | | 1,000,000 | | | 1,867,500 | | | 1,632,500 | | | 4,500,000 | | |||
| 2019 | | | 1,000,000 | | | 1,867,500 | | | 1,632,500 | | | 4,500,000 | | |||
| Helen T. Meates Chief Financial Officer | | | 2021 | | | 500,000 | | | 1,667,500 | | | 1,332,500 | | | 3,500,000(2) | |
| 2020 | | | 500,000 | | | 1,667,500 | | | 1,332,500 | | | 3,500,000 | | |||
| 2019 | | | 500,000 | | | 1,442,500 | | | 1,057,500 | | | 3,000,000 | | |||
| David A. Travin General Counsel | | | 2021 | | | 500,000 | | | 725,000 | | | 525,000 | | | 1,750,000 | |
![]() | | | ![]() |
Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Stock Awards(1) | | | Total |
Paul J. Taubman Chairman and CEO | | | 2023 | | | $1,000,000 | | | — | | | — | | | $1,000,000 |
| 2022 | | | $1,000,000 | | | — | | | — | | | $1,000,000 | ||
| 2021 | | | $1,000,000 | | | — | | | $799,500 | | | $1,799,500 | ||
Ji-Yeun Lee Managing Partner | | | 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 | ||
| 2021 | | | $1,000,000 | | | $1,867,500 | | | $1,632,500 | | | $4,500,000 | ||
Helen T. Meates Chief Financial Officer | | | 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 | ||
| 2021 | | | $500,000 | | | $4,667,500 | | | $1,332,500 | | | $6,500,000 | ||
David A. Travin General Counsel | | | 2023 | | | $500,000 | | | $1,071,500 | | | $666,500 | | | $2,238,000 |
| 2022 | | | $500,000 | | | $1,027,500 | | | $622,500 | | | $2,150,000 | ||
| 2021 | | | $500,000 | | | $725,000 | | | $525,000 | | | $1,750,000 |
(1) | The dollar amounts of the |
In |
> | mental health awareness and support; |
> | fighting diseases and supporting medical treatment and prevention services; |
> | anti-discrimination and racial equity; or |
> | strengthening communities. |
![]() | | | ![]() |
> | any clawback, forfeiture or other similar policy adopted by the Board or the Compensation Committee and as in effect from time to time, and |
> | applicable law. |
unauthorized disclosure of any confidential or proprietary information of the 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, the 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 the company. |
> | 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 the company or its business activities, including, without limitation, financial or reputational harm to the company or its business activities; |
> | fraud, material misrepresentation or other dishonest acts by the employee which resulted in a determination by the 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 the company or its business activities; or |
![]() | | | ![]() |
> | following the termination of the employee’s employment, the company determines that such employee’s employment could have been terminated by the company for cause. |
> | 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. |
Named Executive Officer | | | Ownership Requirement Multiple | | | Ownership Requirement Value | ||
Paul J. Taubman | | | | | $10,000,000 | |||
Ji-Yeun Lee | | | 5x Base Salary | | | $ | ||
| | | | $5,000,000 | ||||
| | | | $2,500,000 | ||||
![]() | | | ![]() |
![]() | | | ![]() |
41 Executive Compensation |
![]() | | | ![]() |
| Name and Principal Position | | | Year | | | Salary $ | | | Bonus(1) $ | | | Stock Awards(1)(3) $ | | | Other(4) $ | | | Total $ | |
| Paul J. Taubman Chairman and CEO | | | 2021 | | | 1,000,000 | | | — | | | — | | | 15,000 | | | 1,015,000 | |
| 2020 | | | 1,000,000 | | | — | | | — | | | 15,000 | | | 1,015,000 | | |||
| 2019 | | | 1,000,000 | | | — | | | — | | | 15,000 | | | 1,015,000 | | |||
| Ji-Yeun Lee Managing Partner | | | 2021 | | | 1,000,000 | | | 1,867,500 | | | 1,649,703 | | | 15,000 | | | 4,532,203 | |
| 2020 | | | 1,000,000 | | | 6,867,500 | | | 1,753,474 | | | 15,000 | | | 9,635,974 | | |||
| 2019 | | | 1,000,000 | | | 1,867,500 | | | 1,437,758 | | | 15,000 | | | 4,320,258 | | |||
| Helen T. Meates Chief Financial Officer | | | 2021 | | | 500,000 | | | 4,667,500(2) | | | 1,346,550 | | | 15,000 | | | 6,529,050 | |
| 2020 | | | 500,000 | | | 1,667,500 | | | 1,135,855 | | | 15,000 | | | 3,318,355 | | |||
| 2019 | | | 500,000 | | | 1,442,500 | | | 675,889 | | | 15,000 | | | 2,633,389 | | |||
| David A. Travin General Counsel | | | 2021 | | | 500,000 | | | 725,000 | | | 138,720 | | | 15,000 | | | 1,378,720 | |
Name and Principal | | | Year | | | Salary | | | Bonus(1) | | | Stock Awards(2)(3) | | | Other(3) | | | Total |
Paul J. Taubman Chairman and CEO | | | 2023 | | | $1,000,000 | | | — | | | — | | | $29,620 | | | $1,029,620 |
| 2022 | | | $1,000,000 | | | — | | | $39,100,000 | | | $16,595 | | | $40,116,595 | ||
| 2021 | | | $1,000,000 | | | — | | | — | | | $15,000 | | | $1,015,000 | ||
Ji-Yeun Lee Managing Partner | | | 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 | ||
| 2021 | | | $1,000,000 | | | $1,867,500 | | | $1,649,703 | | | $15,000 | | | $4,532,203 | ||
Helen T. Meates Chief Financial Officer | | | 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 | ||
| 2021 | | | $500,000 | | | $4,667,500 | | | $1,346,550 | | | $15,000 | | | $6,529,050 | ||
David A. Travin General Counsel | | | 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 | ||
| 2021 | | | $500,000 | | | $725,000 | | | $138,720 | | | $15,000 | | | $1,378,720 |
(1) | 2023 bonus amounts represent the cash component of the annual incentive compensation earned for |
(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 |
(3) | We make available to our partners, including our Named Executive Officers, financial planning services |
![]() | | | ![]() |
Name | | | Grant Date | | | Action Date(1) | | | All Other stock Awards: Shares of Stock or Stock Units(2) | | | Grant Date Fair Value of Stock and Option Awards(3) |
Paul J. Taubman | | | — | | | — | | | — | | | — |
Ji-Yeun Lee | | | 5/24/23 | | | 5/24/23 | | | 21,208 | | | $1,653,164 |
Helen T. Meates | | | 5/24/23 | | | 5/24/23 | | | 17,346 | | | $1,352,121 |
David A. Travin | | | 5/24/23 | | | 5/24/23 | | | 8,013 | | | $624,613 |
(1) |
(2) | Represents |
(3) |
![]() | | | ![]() |
| | Stock Awards | ||||||||||||
Name | | | Number of Shares Units of Stock that Have Vested | | | Market Value of Shares or Units of Stock that Have Vested | ||||||||
| | |||||||||||||
Shares, Units or Other Rights that Have Not Vested(2) | | | Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested | |||||||||||
Paul J. Taubman | | | | |||||||||||
| | | | | 500,000 | | | $50,935,000 | ||||||
Ji-Yeun Lee | | | 57,667(4) | | | | | | | $2,567,633 | ||||
Helen T. Meates | | | 47,009(5) | | | $4,788,764 | | | 20,573 | | | $2,095,772 | ||
David A. Travin | | | 20,495(6) | | | $2,087,819 | | | 8,106 | | | $825,758 |
(1) |
Based on the closing price of our Class A common stock of |
Amounts included in this column reflect Performance LTIPs granted on February 10, 2022. Performance LTIPs are subject to both service and performance conditions. Performance LTIPs satisfy the time-vesting requirement over a five-year period, with 20% of the service condition met per year commencing on March 1, 2023. The performance condition for the Performance LTIPs will be deemed satisfied to the extent that the company’s Class A common stock achieves the designated dividend-adjusted per-share prices ranging from $100 to $130. The number of Performance LTIPs for which the performance condition has been met will be determined (i) on a quarterly basis at the end of each fiscal quarter to occur after the grant date and (ii) as of and for the period ended on the End Date, based on the highest 20-day VWAP to have been achieved at any time starting on the grant date and ending on the applicable quarter-end measurement date, through the End Date. If, as of any measurement date, the highest 20-day VWAP is between $100 and $130, then the percentage of the total Performance LTIPs that will become Earned Performance LTIPs as of such time shall be determined by linear interpolation between 50% and 100%. The number of Performance LTIPs reported reflects the total number of units granted even though the performance period will not end until February 28, 2027 and vesting is contingent on meeting volume-weighted average share price targets. Therefore, there is no assurance that any portion of these units will be earned. During the year ended December 31, 2023, the Company achieved a 20-day VWAP in excess of $100. |
(3) | This amount consists of (i) 100,000 LTIPs that vest on March 1, 2024, (ii) 100,000 LTIPs that vest on March 1, 2025, (iii) 100,000 LTIPs that vest on March 1, 2026 and (iv) 100,000 LTIPs that vest on March 1, 2027. |
(4) | This amount consists of (i) 7,513 RSUs and 5,041 LTIPs that vest on March 1, 2024, (ii) 14,583 RSUs and 5,041 LTIPs that vest on March 1, 2025, (iii) 7,069 RSUs and 5,041 LTIPs that vest on March 1, 2026, (iv) 7,069 RSUs and 5,041 LTIPs that vest on March 1, 2027 and (v) 1,268 unvested dividend equivalent RSUs. |
(5) | This amount consists of (i) 6,133 RSUs and 4,115 LTIPs that vest on March 1, 2024, (ii) 11,915 RSUs and 4,115 LTIPs that vest on March 1, 2025, (iii) 5,782 RSUs and 4,115 LTIPs that vest on March 1, 2026, (iv) 5,782 RSUs and 4,115 LTIPs that vest on March 1, 2027 and (v) 939 unvested dividend equivalent RSUs. |
(6) | This amount consists of (i) 2,300 LTIPs that vest on March 1, 2024, (ii) 6,921 RSUs and 2,300 LTIPs that vest on March 1, 2025, (iii) 2,671 RSUs and 1,621 LTIPs that vest on March 1, 2026, (iv) 2,671 RSUs and 1,621 LTIPs that vest on March 1, 2027 and (v) 389 unvested dividend equivalent RSUs. |
![]() | | | ![]() |
| | | Stock or Unit Awards | | ||||
| Name | | | Number of Shares or Units Acquired on Vesting(1) (#) | | | Value Realized on Vesting(2) ($) | |
| Paul J. Taubman | | | 20,000 | | | 1,582,200 | |
| Ji-Yeun Lee | | | 36,336 | | | 2,533,336 | |
| Helen T. Meates | | | 19,424 | | | 1,354,255 | |
| David A. Travin | | | 1,817 | | | 126,663 | |
| | Stock or Unit Awards | ||||
Name | | | Number of Shares or Units Acquired on Vesting(1) (#) | | | Value Realized on Vesting(2) |
Paul J. Taubman | | | 100,000 | | | $10,306,000 |
Ji-Yeun Lee | | | 24,716 | | | $2,071,489 |
Helen T. Meates | | | 18,031 | | | $1,521,733 |
David A. Travin | | | 3,427 | | | $309,493 |
(1) | Represents the aggregate number of RSUs, LTIPs |
(2) | The value realized on vesting of the equity awards is the product of (a) the closing price on the |
![]() | | | ![]() |
(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. |
“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 purchaser 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 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. |
![]() | | | ![]() |
“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. |
![]() | | | ![]() |
Name | | | Accelerated Vesting of Equity | ||
Paul J. Taubman | | | |||
Termination by | |||||
| | | |||
Termination by Us without “Cause” | | ||||
| $40,748,000 | ||||
Disability | | | $40,748,000 | ||
Death | | | $40,748,000 | ||
Change in Control | | | $40,748,000 | ||
Ji-Yeun Lee | | | |||
Termination by Us with “Cause” | | | — | ||
Termination by Us without “Cause” | | | |||
| | ||||
| | ||||
Change in Control | | | $5,874,537 | ||
Helen T. Meates | | | |||
Termination by Us with “Cause” | | | — | ||
Termination by Us without “Cause” | | | $4,788,815 | ||
Disability | | | $4,788,815 | ||
Death | | | $4,788,815 | ||
Change in Control | | | $4,788,815 | ||
David A. Travin | | | |||
Termination by Us with “Cause” | | | — | ||
Termination by Us without “Cause” | | | $2,087,819 | ||
Disability | | | $2,087,819 | ||
Death | | | $2,087,819 | ||
Change in Control | | | $2,087,819 |
(1) | The value of accelerated equity awards, for purposes of this table, was determined by multiplying the applicable number of equity awards (including associated |
(2) | Mr. |
![]() | | | ![]() |
| | ||||
CEO | | ||||
| |||||
Median Employee | | | $ | ||
| | ||||
(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. |
![]() | | | ![]() |
> | the year-end fair value of the awards granted in the covered fiscal year (e.g., 2023) 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., 2023) 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. |
![]() | | | ![]() |
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) | | | Value of Initial Fixed $100 Investment Based On(7): | | | | | |||||
| Total Shareholders Returns | | | Peer Group Total Shareholders Returns(8) | | | Net Income ($mm) | | | Share Price(9) | ||||||||||||||
2023 | | | $1,029,620 | | | $38,447,620 | | | $3,520,153 | | | $5,848,229 | | | $243 | | | $133 | | | $146 | | | $101.87 |
2022 | | | $40,116,595 | | | $53,986,595 | | | $3,598,663 | | | $3,982,497 | | | $173 | | | $118 | | | $165 | | | $73.69 |
2021 | | | $1,015,000 | | | $(31,601,946) | | | $4,146,658 | | | $2,251,711 | | | $172 | | | $132 | | | $190 | | | $74.09 |
2020 | | | $1,015,000 | | | $98,109,055 | | | $5,195,368 | | | $12,727,694 | | | $167 | | | $98 | | | $212 | | | $75.25 |
(1) | Our CEO, Mr. Taubman, is our Principal Executive Officer (PEO). |
(2) | The amounts included in this column are the total compensation amounts disclosed in the Summary Compensation Table for each of the years included. |
(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 |
2023 | | | — | | | — | | | — | | | — | | | $37,418,000 | | | $37,418,000 |
2022 | | | $(39,100,000) | | | — | | | — | | | — | | | $52,970,000 | | | $13,870,000 |
2021 | | | — | | | — | | | — | | | — | | | $(32,616,946) | | | $(32,616,946) |
2020 | | | — | | | — | | | — | | | — | | | $97,094,055 | | | $97,094,055 |
(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 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 |
2023 | | | — | | | $32,409,000 | | | — | | | $5,009,000 | | | — | | | — | | | $37,418,000 |
2022 | | | $52,970,000 | | | — | | | — | | | — | | | — | | | — | | | $52,970,000 |
2021 | | | — | | | — | | | — | | | $72,954 | | | $(32,689,900) | | | — | | | $(32,616,946) |
2020 | | | — | | | $28,841,015 | | | — | | | $68,253,040 | | | — | | | — | | | $97,094,055 |
(4) | The amounts included in this column represent the average of the total compensation amounts disclosed in the Summary Compensation Table to Ms. Lee, Ms. Meates and Mr. Travin for fiscal years 2023, 2022 and 2021. |
(5) | Average compensation actually paid for our non-CEO NEOs was calculated in accordance with the rules outlined under Item 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 |
2023 | | | $(1,209,966) | | | — | | | — | | | — | | | $3,538,042 | | | $2,328,076 |
2022 | | | $(1,404,576) | | | — | | | — | | | — | | | $1,788,410 | | | $383,834 |
2021 | | | $(1,044,991) | | | — | | | — | | | — | | | $(849,956) | | | $(1,894,947) |
2020 | | | $(1,225,368) | | | — | | | — | | | — | | | $8,757,694 | | | $7,532,326 |
(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 |
2023 | | | $1,600,042 | | | $1,501,018 | | | — | | | $436,982 | | | — | | | — | | | $3,538,042 |
2022 | | | $1,902,824 | | | $14,469 | | | — | | | $(128,883) | | | — | | | — | | | $1,788,410 |
2021 | | | $1,096,990 | | | $34,214 | | | — | | | $(105,511) | | | $(1,875,650) | | | — | | | $(849,956) |
2020 | | | $1,744,377 | | | $2,555,994 | | | — | | | $4,457,323 | | | — | | | — | | | $8,757,694 |
(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 at each valuation date using a Monte Carlo simulation and the key assumptions as described in Note 10 to our financial statements for the fiscal year ended December 31, 2023 included in the company’s Annual Report on Form 10-K filed with the SEC. The assumptions used were not materially changed from those described in Note 10 but were updated at each valuation date to reflect the then-current value of each variable. |
(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. |
(8) | Total shareholder return for S&P 500 Financials Index. |
(9) | For purposes of the Rule, we have identified Share Price as our company-Selected Metric, based on the PJT Partners share price as at the last trading day of each year. Although Share Price is one important financial performance measure, among others, that the Compensation Committee considers when making compensation decisions with the intent of aligning compensation with company performance, the 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, the Compensation Committee does not actually use any financial performance measure specifically to link executive compensation “actually paid” to company performance. |
![]() | | | ![]() |
![]() | | | ![]() |
Tabular List: Most Important Performance Measures | |||
1. | | | Adjusted net income per share |
2. | | | Adjusted pre-tax income |
3. | | | Revenue |
4. | | | Share price |
Plan Category | | | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | | 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) |
Approved by Security Holders | | | | | | | | ||
Omnibus Incentive Plan | | | (1) | | | N/A | | | (2) |
Not Approved by Security Holders | | | | | | | |||
None | | | — | | | — | | | — |
(1) | Consists of |
(2) | Consists of shares of Class A common stock issuable under the Omnibus Incentive Plan pursuant to various awards that the Compensation Committee may make, including stock options, stock appreciation rights, restricted shares, |
55 Executive Compensation |
![]() | | | ![]() |
(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. |
(1) | 24,095,298 shares of our Class A common stock issued and outstanding; |
(2) | 39,599,741 Partnership Units outstanding, including 24,095,298 Partnership Units held by PJT Partners Inc.; and |
(3) | 35,111,683 votes associated with Class A common stock and Class B common stock on director elections and removals and 40,097,375 votes associated with Class A common stock and Class B common stock on all other matters, in each case, as of April 22, 2024. |
| | | Shares of Class A Common Stock Beneficially Owned(1) | | | Shares of Class B Common Stock Beneficially Owned(2) | | | Partnership Units Beneficially Owned(1)(2)(3) | | | Combined Voting Power in Director Elections and Removals(2)(4)(5) % | | | Combined Voting Power in All Other Matters(2)(4)(5) % | | |||||||
| Name of Beneficial Owner | | | Number | | | % of Class | | | Number | | | % of Class | | |||||||||
| 5% Shareholders: | | | | | | | | | | | | | | | | |||||||
| BlackRock, Inc.(6) | | | 1,684,378 | | | 7.1 | | | — | | | — | | | — | | | 5.1 | | | 4.3 | |
| The Vanguard Group(7) | | | 1,638,592 | | | 6.9 | | | — | | | — | | | — | | | 4.9 | | | 4.2 | |
| Stephen A. Schwarzman(8) | | | 1,175,663 | | | 5.0 | | | 7 | | | 4,600,074 | | | 11.8 | | | 3.5 | | | 3.0 | |
| Directors and Executive Officers: | | | | | | | | | | | | | | | | |||||||
| Paul J. Taubman | | | 460,000 | | | 1.9 | | | 1 | | | 5,250,000 | | | 13.5 | | | 18.2 | | | 29.5 | |
| James Costos(9) | | | 5,771 | | | * | | | — | | | — | | | — | | | * | | | * | |
| Emily K. Rafferty(9) | | | 4,861 | | | * | | | — | | | — | | | — | | | * | | | * | |
| Thomas M. Ryan(9)(10) | | | 24,204 | | | * | | | — | | | — | | | — | | | * | | | * | |
| Grace R. Skaugen(9) | | | 500 | | | * | | | — | | | — | | | — | | | * | | | * | |
| Kenneth C. Whitney(9)(11) | | | 43,746 | | | * | | | 2 | | | 152,149 | | | * | | | * | | | * | |
| Ji-Yeun Lee | | | 165,357 | | | * | | | 2 | | | 835,000 | | | 2.1 | | | * | | | * | |
| Helen T. Meates(12) | | | 78,027 | | | * | | | 1 | | | 140,000 | | | * | | | * | | | * | |
| David A. Travin | | | 5,416 | | | * | | | 1 | | | 2,037 | | | * | | | * | | | * | |
| Directors and executive officers as a group (9 persons) | | | 787,882 | | | 3.3 | | | 7 | | | 6,379,186 | | | 16.4 | | | 21.6 | | | 33.2 | |
![]() | | | ![]() |
Name of Beneficial Owner | | | Shares of Class A Common Stock Beneficially Owned(1) | | | Shares of Class B Common Stock Beneficially Owned(2)(3)(4) | | | Partnership Units Beneficially Owned(1)(2)(3)(4)(5) | | | Combined Voting Power in Director Elections and Removals(2)(3) (4)(6)(7) | | | Combined Voting Power in All Other Matters(%)(2) (3)(4)(6)(7) | ||||||
| Number | | | % of Class | | | Number | | | % of Class | | ||||||||||
5% Shareholders | | | | | | | | | | | | | | | |||||||
BlackRock, Inc.(8) | | | 3,135,019 | | | 13.0 | | | — | | | — | | | — | | | 8.9 | | | 7.8 |
The Vanguard Group(9) | | | 2,429,691 | | | 10.1 | | | — | | | — | | | — | | | 6.9 | | | 6.1 |
Stephen A. Schwarzman(10) | | | 1,176,706 | | | 4.9 | | | 7 | | | 4,604,174 | | | 11.6 | | | 3.4 | | | 2.9 |
Directors and Executive Officers | | | | | | | | | | | | | |||||||||
Paul J. Taubman | | | 460,000 | | | 1.9 | | | 1 | | | 5,550,000 | | | 14.0 | | | 20.7 | | | 30.4 |
K. Don Cornwell(11) | | | 17,585 | | | * | | | — | | | — | | | — | | | * | | | * |
James Costos(11) | | | 11,879 | | | * | | | — | | | — | | | — | | | * | | | * |
Emily K. Rafferty(11) | | | 10,119 | | | * | | | — | | | — | | | — | | | * | | | * |
Thomas M. Ryan(11)(12) | | | 38,053 | | | * | | | — | | | — | | | — | | | * | | | * |
Grace R. Skaugen(11) | | | 500 | | | * | | | — | | | — | | | — | | | * | | | * |
Kenneth C. Whitney(11)(13) | | | 49,004 | | | * | | | 2 | | | 152,149 | | | * | | | * | | | * |
Ji-Yeun Lee(14) | | | 81,443 | | | * | | | 2 | | | 862,726 | | | 2.2 | | | 2.8 | | | 2.4 |
Helen T. Meates(15) | | | 50,645 | | | * | | | 1 | | | 162,630 | | | * | | | * | | | * |
David A. Travin | | | 1,541 | | | * | | | 1 | | | 10,954 | | | * | | | * | | | * |
Directors and Executive Officers as a Group (10 persons) | | | 720,769 | | | 3.0 | | | 7 | | | 6,738,458 | | | 17.0 | | | 25.0 | | | 34.2 |
* | 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 Inc. as outstanding. |
(2) | Due to our corporate structure, 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 the 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 commensurate with such holder’s vested and unvested Partnership Units and does not provide any voting power in excess of the holder’s economic interest in the company; it merely provides a vehicle for a Partnership Unit holder to vote their economic interest in the company. 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. However, in an effort to preserve the tax-free nature of our spin-off in 2015, 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, 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. See “Shares to be Voted at the Annual Meeting; Our Voting Structure Does Not Contain Super-Voting Powers,” below. |
(3) | Partnership Units Beneficially Owned. |
(4) | The voting power on applicable matters afforded to holders of partnership interests 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. |
(5) | Does not include |
(6) | Represents percentage of voting power of the Class A common stock and Class B common stock voting together as a single class. For Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin, Performance LTIPs in amounts of 450,000, 22,685, 18,516, 7,295, respectively, are included within voting power. |
![]() | | | ![]() |
(7) | In connection with the merger and spin-off transactions, Blackstone’s senior management, including Mr. Schwarzman and all of Blackstone’s other |
(8) | Based solely on information provided on a Schedule 13G/A filed with the SEC on |
(9) | Based solely on information provided on a Schedule 13G/A filed with the SEC on |
(10) |
(11) | Does not reflect |
(12) | Includes 7 shares of Class A common stock held in a trust for which Mr. Ryan’s wife is the investment trustee. |
(13) | Includes 1,725 shares of Class A common stock, 1 share of Class B common stock and 6,750 Partnership Units held in a trust for which Mr. Whitney is the investment trustee. |
(14) | Includes 1 share of Class B common stock and 130,000 Partnership Units beneficially owned by Ms. Lee’s children, for which Ms. Lee disclaims beneficial ownership. |
(15) | Includes 286 shares of Class A common stock beneficially owned by Ms. |
![]() | | | ![]() |
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. |
![]() | | | ![]() |
> | 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 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. |
(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. |
![]() | | | ![]() |
> | 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 |