UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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☐ | Soliciting Material Pursuant toSection 240.14a-12 |
PJT PARTNERS INC.
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March 16, 201819, 2020
Dear Fellow Stockholders,Shareholders,
We cordially invite you to attend our 20182020 Annual Meeting of Stockholders,Shareholders, to be held on Tuesday, May 1, 2018April 30, 2020 at 8:30 a.m., Eastern Time, at our corporate headquarters located at 280 Park Avenue, New York, New York 10017.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 www.virtualshareholdermeeting.com/PJT2020. To participate in the meeting, you must have your sixteen-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 StockholdersShareholders 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 attend.
Thank you for your continuing support of PJT Partners.
Very truly yours,
Paul J. Taubman
Chairman and Chief Executive Officer
280 Park Avenue | New York, NY 10017 | t. +1.212.364.7800 | pjtpartners.com
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PJT PARTNERS INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS
MAY 1, 2018APRIL 30, 2020
The Annual Meeting of StockholdersShareholders of PJT Partners Inc. (the “Annual Meeting”) will be held on May 1, 2018April 30, 2020 at 8:30 a.m., Eastern Time, at our corporate headquarters located at 280 Park Avenue, New York, New York 10017 (the “Annual Meeting”),Time. You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PJT2020. You will need to have your 16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The Annual Meeting will be held for the following purposes:
(1) | to elect the two Class |
(2) | to approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in the accompanying Proxy Statement; |
(3) |
to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for |
to transact such other business as may properly come before our Annual Meeting or any adjournments or postponements thereof. |
Our Board of Directors has fixed the close of business on March 5, 20183, 2020 as the record date for the determination of stockholdersshareholders entitled to notice of and to vote at our Annual Meeting and any adjournments or postponements thereof. A list of these shareholders will be open for examination by any shareholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 280 Park Avenue, New York, NY 10017, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/PJT2020 when you enter your 16-Digit Control Number.
The Proxy Materials will be mailed or made available to our shareholders on or about March 20, 2020. As permitted by the rules of the Securities and Exchange Commission, we are sending to most of our stockholdersshareholders 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 March20, 2020, we will mail to most of our shareholders the Notice of Availability.
Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend.attend via live webcast. The Notice of Availability includes instructions on how to vote, including by Internet. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions.
BY ORDER OF THE BOARD OF DIRECTORS,
Salvatore Rappa
Managing Director, Corporate Counsel and
Corporate Secretary
March 16, 201819, 2020
280 Park Avenue | New York, NY 10017 | t. +1.212.364.7800 | pjtpartners.com
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PROXY STATEMENT
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Although we refer to our website in the Proxy Statement, the contents of our website are not included or incorporated by reference into the Proxy Statement. All references to our website in the Proxy Statement are intended to be inactive textual references only.
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PROXY STATEMENT
2018 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 1, 2018INTRODUCTION
GENERAL INFORMATIONOur Company
PJT Partners Inc. is making this Proxy Statement available to its stockholders in connection with the solicitation of proxies by the Board of Directors for our 2018 Annual Meeting of Stockholders to be held on Tuesday, May 1, 2018 at 8:30 a.m., Eastern Time, at our corporate headquarters located at 280 Park Avenue, New York, New York 10017, and any adjournment or postponement thereof (the “Annual Meeting”). You may obtain directions to our Annual Meeting by contacting our Corporate Secretary.
PJT Partners Inc. is a holding company and its onlyhas no material asset isassets other than 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 of PJT Partners Holdings and its operating subsidiaries.
In this Proxy Statement, unless the context requires otherwise, the words “PJT Partners” refers 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.
We are a premier global advisory-focused investment bank. Our team of senior professionals delivers a wide array of strategic advisory, shareholder advisory, restructuring and special situations and private fund advisory and placementfundraising services to corporations, financial sponsors, institutional investors and governments around the world.
We offer a unique portfolio of advisory services designed to help our clients achieve their strategic objectives. We also provide, through PJT Park Hill, Group, private fund advisory and placementfundraising services for alternative investment managers, including private equity funds, real estate funds and hedge funds.
Our Class A common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “PJT.”
2019 Financial Performance Highlights
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Revenue Growth | Pretax Income Growth | Earnings Per Share Growth | ||||||||||||||
Total Revenues | GAAP | Adjusted(1) | GAAP | Adjusted(1) | ||||||||||||
$718 Million | $82 Million | $132 Million | $1.21 | $2.41 | ||||||||||||
+24% YoY | +98% YoY | +33% YoY | +4% YoY | +26% YoY |
(1) | Adjusted Pretax Income and Adjusted Earnings Per Share arenon-GAAP measures. For further information regardingnon-GAAP adjustments, including reconciliation to GAAP, please see Exhibit A. |
Our Board is comprised of actively engaged individuals with diverse skills, experiences and backgrounds that contribute to the effective oversight of our firm. The Board believes these varied qualifications help to inform and better oversee decisions regarding the company’s long-term strategic growth.
The presentation below is a high-level summary of our Board’s skills. For further information about each director, please see “Proposal 1—Election of Directors” below.
Banking & Financial Services Breadth and depth of experience in the company’s business | ||
Diverse Characteristics Gender diversity and representation from the LGBTQ+ community | ||
Executive Experience Executive experience, including serving as a CEO or senior executive within a complex | ||
Financial Reporting Experience 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 | ||
IT & Cybersecurity Experience or expertise in information technology, including understanding the | ||
Legal & Regulatory Experience in legal and regulatory affairs, and regulated industries, including as part of a | ||
Marketing & Media Experience overseeing internal and external communications and engagement with | ||
Public Company Experience Experience as a board member 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 |
Audit Committee | Compensation Committee | Nominating/ Corporate Governance Committee | ||||
J. Costos (Independent) | ![]() | |||||
D. Hersch (Lead Independent Director) | ![]() | ![]() | ||||
E. Rafferty (Independent) | ![]() | ![]() | ||||
T. Ryan (Independent) | ![]() | ![]() | ||||
P. Taubman (Chairman & CEO) | ||||||
K. Whitney (Independent) | ![]() |
Committee Chair
Committee Member
Our Board 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.
Our Board has appointed Mr. Hersch as its Lead Independent Director. Mr. Hersch helps coordinate the efforts of the independent 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. For more details on the responsibilities of our Lead Independent Director, please see “Corporate Governance Matters-Board Leadership Structure and Lead Independent Director” below.
Our Board is committed to corporate governance that serves the best interests of our company and shareholders, and to active engagement with our shareholders throughout the year. The following summarizes certain highlights of our Board’s expertise, guiding principles, corporate governance practices and policies.
Breadth of Skills | From the conception of our firm, we have sought to ensure that each of our directors brought a depth and breadth of experience and expertise that was outsized relative to an early stage firm to ensure immediate and effective implementation of our firm’s long-term strategic goals and to provide oversight of our firm’s risk profile and strategic goals. | |
Commitment to Diversity | The Board believes that fostering an inclusive culture – which welcomes differing perspectives, backgrounds and beliefs – enables us to provide the best advice and insights to our clients. As such, diversity is an important consideration in the composition of our Board. |
Independent & Engaged Board | Five of our six current directors (83%) are independent, with all Board committees comprised entirely of independent directors. During 2019, each director attended at least 75% of all Board meetings and meetings of each Board committee on which he or she served. | |
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 independent 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. | |
Annual | Board and committee self-evaluations are conducted annually to review and consider board structure, leadership, oversight needs and requisite skills to best guide the company in executing its long-term strategic objectives. | |
Open Channels of Communication Between the Board and Our Firm | The Board maintains open channels of communication across our firm. Members of the Board engage and spend time with our executives, partners and other colleagues throughout the year in a variety of forums. | |
Shareholder Engagement | As part of our shareholder engagement program, we contact many of our largest shareholders to offer meetings to discuss a range of governance-related topics. These meetings include participation by our Lead Independent Director, our Chairman and CEO, our Managing Partner, our Global Head of Human Resources and other members of management. This engagement program complements our normal course engagement that we have conducted with shareholders since the beginning of our firm and demonstrates our commitment to maintaining an open dialogue with our shareholders. | |
Ownership Guidelines | We have Stock Ownership Guidelines for our Named Executive Officers and Directors that require significant ownership of our common stock. Our CEO is required to hold equity in our company with a market value equal to or greater than ten times base salary and our other Named Executive Officers are required to hold equity in our company with a market value equal to or greater than five times base salary. Our directors are required to hold equity in our company with a market value equal to or greater than three times their annual retainer. |
We have policies and procedures in place to identify, assess, monitor and manage the risks inherent in our business activities. Our risk management framework consists of Board- and management-based committees, in order to instill a culture of openness and transparency. This helps ensure that important risks are identified and communicated to senior management and, where appropriate, to the Board.
The Board of Directors’ Role in Risk Oversight
Our Board recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities to the company and its shareholders. While our management is responsible for theday-to-day management of risk, our Board is responsible for promoting an appropriate culture of risk management within the company and for setting the right “tone at the top,” overseeing our aggregate risk profile and monitoring how we address specific risks.
Board of Directors | ||||
• The Board exercises its oversight responsibility for risk both directly and through its standing committees. • Throughout the year, the Board and each of its committees spend a portion of their time reviewing and discussing specific risk topics. • On a regular basis, members of senior management report on our top enterprise risks and the steps management has taken or will take to mitigate these risks. • Our Chief Technology Officer provides updates to the Board on technology and cybersecurity, which includes an annualin-depth review. • Our Chief Compliance Officer provides updates to the Board on regulatory and compliance matters, which includes an annualin-depth review. In addition, our General Counsel updates the Board regularly on material legal and regulatory matters. • Regular reports are also provided to and discussed by the Board regarding recent business, legal, regulatory, competitive and other developments impacting our company. | ||||
Audit Committee | Compensation Committee | Nominating/Corporate Governance Committee | ||
• Focuses on oversight of financial risks relating to the company, including: Ø Financial statements, financial reporting and internal controls; Ø Performance and independence of independent registered public accounting firm; Ø Performance of internal audit; Ø Tax strategy; Ø Legal and regulatory; and Ø Key operational risks. | • Focuses on risks relating to executive compensation plans and arrangements, including: Ø Our compensation policies and practices for our Named Executive Officers and other employees; and Ø Our incentive and equity- based compensation plans. | • Focuses on risks related to our overall corporate governance, including: Ø Board effectiveness; Ø Board and committee composition; Ø Board size and structure; Ø Director independence; Ø Board succession; and Ø Our corporate responsibility. |
Management-Based Risk Committees
We have committees that meet regularly whose mission is to identify risks inherent in our business activities and the financial services industry generally. These committees are responsible for incorporating risk management into the firm’s daily business activities. These committees include, but are not limited to, the Executive Committee, the Operational Risk Management Committee, the Compliance Risk Committee and various committees at each business unit level focused on reputational risk.
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 partners and employees are required to participate in various mandatory regulatory and compliance training programs designed to educate our partners and employees on the many laws, rules and regulations that impact
our firm as well as reinforce the gravity of adherence to such laws, rules and regulations. Such programs include, without limitation, regular compliance training sessions on the firm’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 partners and employees receive training on PJT Partners’ Code of Business Conduct and Ethics and our policies and procedures for reporting wrongdoing (see “Corporate Governance Matters—Communications with the Board—Whistleblower Policy” below).
Cybersecurity and Data Protection
Our clients typically provide us with sensitive and confidential information. Breaches of our network security systems could involve attempts intended to obtain access to sensitive information or to destroy data or disable, degrade or sabotage our systems. These may involve the attempted introduction of computer viruses, malware, cyber-attacks and other means that originate from a broad array of sources, including unknown third parties. We take various measures to ensure the integrity of our systems, including implementation of security controls and regular training of our partners and employees with respect to measures we can take to thwart cybersecurity attacks. Further, all of our employees are trained at least annually on our Information Security Polices and Written Supervisory Procedures.
Our approach to Human Capital Management is designed to ensure PJT Partners remains a destination for top talent at all levels. We believe that our focus on these efforts since our firm’s inception has enabled us to be forward leaning in attracting diverse individuals to our platform. Firm culture is critical to all aspects of how we do business and to our long-term success.
Our human capital successes are evident in the number and quality of hires we have made as well as in the feedback we receive through our annual employee survey. Reinforcement of the culture we are building comes through engagement with our employees, our reward principles we apply to compensation and promotion decisions and through our various talent development initiatives, which continue to evolve as we grow.
Board Oversight of Human Capital Management
The Board is actively engaged in human capital management. Our Board periodically reviews a management succession plan that includes, among other things, an assessment of the experience, performance and skills of potential successors to our Chairman and CEO and our Managing Partner. CEO succession planning discussions are led by the Lead Independent Director. More broadly, the Board, including the Compensation Committee, is regularly updated and consulted on key talent hires as well as the company’s human capital strategy. This strategy is continuously refined based on business drivers, employee surveys and the overall environment for talent. In 2019, the Nominating/Corporate Governance and Compensation Committees began conducting a review of our human capital management practices and disclosures. Members of the Board are also active partners, engaging and spending time with our executives, partners and other colleagues throughout the year at Board meetings and a variety of other forums. Further, each of our directors is provided an access card so that they may visit our offices and meet with our colleagues at their discretion.
Since 2017, we have conducted an annual all employee survey, which provides a channel through which we gather systematic feedback. Participation remains high with consistent feedback on a multi-year basis. The key positive themes emerging include a strong belief in our commitment to doing the right thing for both our clients and our firm, a belief that PJT Partners has a differentiated culture, a commitment to excellence and a strong sense of respect among colleagues.
While results from our employee survey skew quite positively, we are not complacent. We have used feedback from the survey and other employee forums to inform our ongoing efforts towards continuous improvement.
We believe our firm culture is reinforced through our reward mechanisms. Since the inception of our firm, our compensation structures have been designed to encourage a focus on sustainable franchise growth and collaboration, and do not include individual revenuepay-outs. For a broad group of employees, discretionary bonuses also typically include a company stock component to ensure long-term focus and alignment with the interests of our company. All compensation and promotion decisions are informed by the following Reward Principles, which are communicated to managers and employees alike.
Character |
• Always acting with integrity and doing the right thing • Being an effective and inspirational team manager • Adhering to and promoting a culture of compliance and good conduct • Having a mindset that focuses on safeguarding our reputation • Protecting the client and the company’s interests • Prioritizing long-term sustainable return over near-term gain |
Collaboration |
• Recruiting, mentoring and developing talent • Respecting colleagues and different points of view • Building collaborative relationships across businesses and regions • Bringing the appropriate capabilities to bear in advancing our clients’ objectives |
Commercial Impact/Client Relationships |
• Evidence of deepening relationships and an enhanced quality of client dialogues • Effectively communicating the value proposition of our company to our clients • Ensuring the company is appropriately rewarded for what we bring to the table |
Content |
• Bringing new and innovative approaches to problems • Drawing on a broad range of information, relationships and support to provide unique content and solutions • Amplifying the company’s impact and brand through differentiated domain expertise |
Employer of Choice Initiatives
From the beginning of our firm, we have strived to provide pay, benefits and other ancillary benefits that help meet the varying needs of our partners and employees. Our total rewards package is based on competitive pay and is often structured to include discretionary bonuses that employ long-term incentives. Such incentives are designed to ensure alignment with our shareholders and the overall success of our firm. Other benefits include healthcare, 401(k) plan and pension matching, gender neutral primary and secondary caregiver leave, generous paid time off, discounted gym memberships, weekly meditation sessions, access towalk-in healthcare and an employee assistance program. Furthermore, we consider work life balance issues for ournon-partners including through a paid-time off policy that is consistent irrespective of level and a vacation stipend for Associates and Vice Presidents.
We review and benchmark our compensation and benefit practices annually and consider feedback from our annual employee survey to ensure we remain an employer of choice.
We believe that fostering an inclusive culture, which welcomes differing perspectives and beliefs, enables us to provide the best advice and insights to our clients. As such, we seek to recruit, develop and retain top talent with diverse backgrounds and experiences. Our efforts in this regard include campus recruiting programs focused on increasing the number of women applicants, a development and inclusion series focused on women and under-represented minorities within the firm and our recently launched diversity scholarship for business school applicants. Furthermore, we elevate the importance of diversity and inclusion asday-to-day workplace considerations through our annual training programs that include: Working with Respect; Your Influence and Impact at PJT Partners; and Fostering a Positive Work Environment.
Employee Development and Engagement
We understand that to retainbest-in-class talent requires providing the opportunity for career growth. With this in mind, we invest in a range of training and development opportunities including in the development of technical skills, communication and management capabilities. We also recognize that our long-term success requires not only the recruitment ofbest-in-class senior talent but also in providing positive career trajectory and upward mobility for our other employees. To that end, we have made significant investments in our promotion process and our commitment to mentoring for our rising talent.
All prospective employees are interviewed by a broad representation of existing employees, with a clear focus on their character as well as their professional capabilities.
PJT Partners’ Engagement with the Broader Community
The firm has sponsored over 70 nonprofit organizations around the world. Many of these initiatives are employee driven, and we actively seek to promote the concept of giving back to one’s community by providing both monetary and time allowances to individuals who pursue philanthropic causes.
We are committed to bringing greater efficiency and environmental sustainability to the operations of our leased office spaces that reflect industry best practices.
Our corporate headquarters in New York, NY is LEED® (Leadership in Energy and Environmental Design) certified gold-rated and all of our leased office spaces in the U.S. are LEED® certified as well. Our corporate headquarters is also a BOMA (Building Owners and Managers Association) 360 program design.
Executive Compensation Philosophy
Our executive compensation program considers firm-wide financial measures to ensure alignment with shareholders and a cohesive working environment among senior executives, in addition to goals targeted to each of the Named Executive Officers.
To ensure that we are able to attract and retain executives and other professionals that will contribute to the long-term success of the company, our compensation program for the firm aims to be market-competitive versus our peers (in both quantum and structure).
In order to meet these objectives, our compensation program includes:
annual incentive compensation that places a strong emphasis on firm-wide financial performance, with the flexibility to assess company and individual performance;
an appropriate link between compensation and the creation of shareholder value through equity awards;
a focus on sustainable franchise growth and collaboration, and therefore does not include individual revenuepay-outs;
recognition of the contribution to the firm’s goals of employee development (including a focus on leadership, diversity and inclusion);
adherence to the firm’s culture of compliance with the many rules and regulations pertinent to the financial services industry;
long-term incentives that do not promote excessive risk-taking; and
benchmarking analysis to help us understand compensation practices of our competitors.
Elements of Our Executive Compensation Program
Element | Key Features | 2019 Highlights | ||||
Fixed Compensation | Base Salary | • Fixed pay • Informed by reference to peer group median and adjusted for, among other variables, tenure, knowledge, ability 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, October 1, 2015 for Ms. Meates and January 1, 2017 for Mr. Cuminale. | |||
Annual Incentive Compensation (Performance-Based) | Cash Bonus | • Variable pay delivered in cash • Value determined based on firm-wide financial performance and individual objectives | • Mr. Taubman has not received any cash compensation in excess of base salary with respect to performance years 2015 through 2019. | |||
Long-term Incentive Awards | • Variable pay granted in equity • Accounts for, on average, approximately 40% of the Annual Incentive Compensation for the Named Executive Officers (other than Mr. Taubman) • Shares vest in equal installments on the first, second and third anniversaries of the grant date | • Long-term“at-risk” equity awards for performance year 2019. The percentage of the Named Executive Officer’s total annual incentive compensation that was delivered as a long-term incentive in the form of restricted stock units that vest over three years, was 47% for Ms. Lee, 42% for Ms. Meates and 39% for Mr. Cuminale. For performance year 2019, Mr. Taubman did not receive a long-term incentive award. |
2019 Executive Compensation Highlights
We encourage our shareholders to review the section titled “Compensation Discussion and Analysis” below for a comprehensive discussion of our executive compensation for 2019.
Mr. Taubman’s compensation continues to be based on a framework such that Mr. Taubman will receive an annual base salary of $1,000,000 through October 1, 2021, with no expectation of additional incentive compensation grants during this time period.
Total awarded compensation for Ms. Lee was flat for the 2019 performance year compared with the 2018 performance year. Ms. Lee’s total awarded compensation has been flat since the 2016 performance year.
Total awarded compensation for Ms. Meates and Mr. Cuminale increased for the 2019 performance year compared with the 2018 performance year, reflective of firm-wide and individual performance and relative market positioning. Prior to the 2019 increase, total awarded compensation for Ms. Meates and Mr. Cuminale had been flat since the 2016 performance year.
Long-term incentive compensation is subject to clawback provisions that can be applied in appropriate circumstances.
With respect to our 2019non-binding, advisory shareholder vote on executive compensation, or say on pay, our shareholders overwhelmingly approved our executive compensation program with over 96% of voted shares cast in favor of the say on pay proposal. We believe these results reflect strong shareholder support for ourpay-for-performance linkage and our compensation structure that facilitates it, and therefore underscore the endorsement by our shareholders of the alignment between our executive compensation and performance.
PJT Partners Inc. is making this Proxy MaterialsStatement available to its shareholders in connection with the solicitation of proxies by the Board for our 2020 Annual Meeting of Shareholders to be held on April 30, 2020 at 8:30 a.m., Eastern Time via live audio webcast at www.virtualshareholdermeeting.com/PJT2020, and any adjournment or postponement thereof (the “Annual Meeting”). You are receiving this Proxy Statement because you owned shares of the company’s Class A common stock at the close of business on March 3, 2020, 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.
The Annual Meeting will be mailed or made availableWebcast Online
Due to our stockholders on or about March 19, 2018. On or about March 19, 2018, we will mailthe emerging public health impact of the coronavirus outbreak (COVID-19) and to mostsupport the health and well-being of our stockholdersshareholders and other participants at the 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 during the meeting, providing our shareholders with the opportunity for meaningful engagement with the Company.
Participation in the Annual Meeting
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 (the “Notice of Availability”) containing instructionsor on howyour proxy card if you elected to receive proxy materials by mail. You may access the Annual Meeting by visiting www.virtualshareholdermeeting.com/PJT2020. You will be able to submit questions during the meeting by typing in your question into the “ask a question” box on the meeting page. Should you require technical assistance, support will be available by dialing 800-586-1548 (U.S.) or303-562-9288 (International) during the meeting. These telephone numbers will also be displayed on the meeting webpage. 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. Below are answers to common questions stockholders may haveStatement contains information about the Proxy Materials anditems shareholders will vote on at the Annual Meeting.
Who can participateThe virtual meeting format for the Annual Meeting will enable full and equal participation by all of our shareholders from any place in our Annual Meeting?
You are entitledthe world at little to participate inno cost. We designed the format of the virtual meeting to ensure that shareholders who attend our Annual Meeting only if you were a stockholder of record of Class A common stock or Class B common stock as of the close of business on March 5, 2018, which we refer to in this Proxy Statement as the “Record Date,” or if you hold a valid proxy for the Annual Meeting. In order to be admitted to the Annual Meeting, you must present valid government-issued photo identification (such as a driver’s license or passport) and proof of ownership of shares of our Class A common stock or Class B common stock on the Record Date. Proof of ownership can be accomplished through the following:
We reserve the right to determine the validity of any purported proof of beneficial ownership. For the safety and security of our stockholders, we will be unableafforded the same rights and opportunities to admit youparticipate 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 Annual Meeting if you do not present photo identificationability to submit appropriate questions real-time via the meeting website, limiting questions to one per shareholder unless time otherwise permits; and proof of ownership of shares of our common stock or if you otherwise refuse to comply(2) answering as many questions submitted in accordance with our security procedures. The taking of photographs and use of cell phones, audio or video recording equipment is prohibited during the Annual Meeting. Cameras, recording devices and other electronic devices will not be permitted, and attendees may be subject to security inspections and other security precautions.
A number of stockholders may wish to speak at the Annual Meeting. The Board of Directors appreciates the opportunity to hear the views of stockholders. In fairness to all stockholders and participants at the Annual Meeting, and in the interest of an orderly and constructive meeting rules of conduct will be enforced. Copies of these rules will be available atas possible in the meeting. Only stockholders or their valid proxy holders may addresstime allotted for the meeting. Depending on the number of stockholders who wish to speak, we cannot ensure that every such stockholder will be able to do so or will be able to do so for as long as they might want to hold the floor.meeting with discrimination.
What are the
Our Proxy Materials include:
this Proxy Statement;
a Notice of our 20182020 Annual Meeting of StockholdersShareholders (which is attached to this Proxy Statement); and
our 20172019 Annual Report to Stockholders.Shareholders.
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.
Why did I receiveMailing of Proxy Materials
The Proxy Materials will be mailed or made available to our shareholders on or about March 20, 2020. On or about March20, 2020, 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 instead of a full set of materials?
Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are furnishing Proxy Materials to most of our stockholdersshareholders 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.
What items willShares to be voted onVoted at the Annual Meeting?
You will be voting on the following proposals:
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Only proposals that meet the requirements of our amended and restated bylaws will be eligible for consideration at the Annual Meeting. This year, there are no stockholder proposals that meet the criteria. Therefore, stockholder proposals raised at the Annual Meeting will not be considered during the Annual Meeting. Stockholders may submit proposals and other matters for consideration at the 2019 Annual Meeting of Stockholders as described in “Stockholder Proposals and Nominations for 2019 Annual Meeting.”
How many shares may be voted at the Annual Meeting?
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.
Shares of Class B common stock have no economic rights but entitle the holder, without regard to the number of shares of Class B common stock held, to a number of votes that is equal to the aggregate number of vested and unvested PJT Partners Holdings Class A partnership units (the “Partnership Units”) and LTIP Units (which is a class of partnership interests in PJT Partners Holdings) held by such holder on all matters presented to our stockholdersshareholders other than director elections. With respect to the election of our directors, shares of Class B common stock initially entitle holders to only one vote per share, though the voting power of Class B common stock with respect to the election of our directors may be increased to up to the number of votes to which a holder is then entitled on all other matters presented to stockholders.shareholders.
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 stockholdersshareholders are entitled to vote generally, except as otherwise required by law. Our employees and certain current and former employees of The Blackstone Group L.P.Inc. (“Blackstone”) hold all issued and outstanding shares of our Class B common stock. In connection with the merger andspin-off transactions, Blackstone’s senior management has provided an irrevocable proxy to Mr. Taubman to vote their shares of Class B common stock for so long as Mr. Taubman is our Chief Executive Officer.CEO.
If you hold restricted stock units, you will not be entitled to vote the shares underlying such restricted stock units unless and until you actually receive delivery of the shares of Class A common stock underlying such units and are the holder of record of such shares.
As of March 5, 2018,3, 2020, the Record Date for our Annual Meeting, our share count for voting purposes set forth above was as follows:
Proposal 1: elect the two Class III director nominees identified in this Proxy Statement | Proposal 2: advisory vote on the compensation of our Named Executive Officers | Proposal 3: advisory vote on the frequency of approval of the compensation of our Named Executive Officers | Proposal 4: advisory vote to ratify the selection of Deloitte as our independent registered accounting firm for 2018 | Proposal 1: elect the two Class II 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 2020 | ||||||||||||||||||||||
Shares of Class A common stock | 19,158,332 | 19,158,332 | 19,158,332 | 19,158,332 | 24,275,346 | 24,275,346 | 24,275,346 | |||||||||||||||||||||
Shares of Class B common stock | 213 | 20,268,017 | 20,268,017 | 20,268,017 | 209 | 19,121,870 | 19,121,870 | |||||||||||||||||||||
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Total voting power | 19,158,545 | 39,426,349 | 39,426,349 | 39,426,349 | 24,275,555 | 43,397,216 | 43,397,216 | |||||||||||||||||||||
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What constitutes a quorum?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 and LTIP Units held by such Class B common stockholders)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 brokernon-votes (as defined below) alsothat are counted as 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 2 and 32 are considerednon-discretionary matters and a bank, broker or other holder of record will lack the authority to vote shares at his/her discretion on these proposals, and your shares will not be voted on these proposals (a “brokernon-vote”).
How many votes are required to approve each proposal and how are votes counted?Required Votes
Proposal 1: elect the II director nominees identified Proxy Statement | Proposal 2: advisory of our Named Executive | Proposal 3: advisory | ratify the selection of Deloitte as our independent registered accounting for | |||||
How many votes are required for approval? | A plurality of affirmative votes cast, even if less than a majority | A majority of | A majority of | |||||
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 | Abstentions are | quorum, but will not be counted as votes cast and will have no effect on this proposal | ||||
How are brokernon-votes treated? | Brokernon-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 | Brokernon-votes | No broker | |||||
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 | Votes will be cast |
It is important to note that the proposals to:to (1) approve the compensation of our Named Executive Officers;Officers and (2) determine whether the vote to approve the compensation of our Named Executive Officers will occur every one, two or three years; and (3) ratify the selection of the independent registered public accounting firm arenon-binding and advisory. However, the Board intends to carefully consider the results of ProposalsProposal 2 and 3 in making future compensation decisions and, if our stockholdersshareholders fail to ratify the selection of Deloitte, the selection of another independent registered public accounting firm may be considered by the Audit Committee. Even if the selection is ratified, the 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 stockholders.shareholders.
How do I vote?Voting at the Annual Meeting
The manner in which you cast your vote depends on whether you are a stockholdershareholder of record or you are a beneficial owner of shares held in “street name.”
StockholderShareholder of Record. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are a stockholdershareholder of record.
Beneficial Owner of Shares Held in Street NameName.. 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 stockholdershareholder 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.
Voting by Proxy for Shares Registered Directly in the Name of the StockholderShareholder. If you hold your shares of common stock in your own name as a stockholdershareholder 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 |
• | 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 |
• | 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 NameName.. 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.voted prior to or during the online meeting.
Voting in PersonOnline at the Annual Meeting. If you are a Class A or Class B common stockholdershareholder of record and attend the Annual Meeting, 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 person atorder to be able to enter the meeting. If your shares of common stock are
Shares held in streetyour name andas the shareholder of record may be voted by you, wish to vote in personwhile the polls remain open, at www.virtualshareholdermeeting.com/PJT2020 during the meeting, youmeeting. You will need your control number found in the Notice of Availability or your proxy card. Even if you plan to obtain a “legal proxy” fromparticipate in the broker, bankonline meeting, we recommend that you also submit your proxy or other nomineevoting instructions in advance, so that holds your sharesvote will be counted if you later decide not to participate in the online meeting.
Revocation of common stock of record.
Can I revoke or change my vote after submitting a proxy?Your Vote
Street name stockholdersshareholders who wish to revoke or change their votes should contact the organization that holds their shares. StockholdersShareholders 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.
Is my vote confidential?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, stockholdersshareholders provide written comments on their Proxy Card, which are then forwarded to us by Broadridge.
Who is paying for this proxy solicitation?Proxy Solicitation
The company is paying the costs of the solicitation of proxies. Members of our Board of Directors 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 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.
No arrangements or contracts have been made or entered into with any solicitors as of the date of this Proxy Statement, although we reserve the right to engage solicitors if we deem them necessary. If done, such solicitations may be made by mail, telephone, facsimile, email or personal interviews.
WillWebcast of the Annual Meeting be webcast?
Our Annual Meeting will not be webcast.
Where can I find voting results?Voting Results
We will file a Current Report onForm 8-K with the SEC including the final voting results from the Annual Meeting within four business days of the Annual Meeting.
How do I inspect the listList of stockholdersShareholders of record?Record
A list of our stockholdersshareholders entitled to vote at the Annual Meeting will be available at our Annual Meeting and for the ten days prior to our Annual Meeting, between the hours of 8:45 a.m. and 4:30 p.m., Eastern Time, by written request to the Corporate Secretary.
Say on Pay and Frequency of Say on Pay
As of December 31, 2017, we no longer qualified as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified
by the Jumpstart Our Business Startups Act of 2012. As a result, Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires that we provide stockholders with the opportunity to vote, on anon-binding advisory basis, (1) to approve the compensation of our Named Executive Officers and (2) to determine whether the vote to approve the compensation of our Named Executive Officers will occur every one, two or three years, described in more detail under Proposals 2 and 3 in this Proxy Statement.
What other information should I review before voting?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 Form10-K, quarterly reports on Form10-Q, current reports on Form8-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)364-7800.
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 Form10-K for the year ended December 31, 20172019, nor the 20172019 Annual Report shall constitute a part of the proxy solicitation materials.
How can I contactContacting our Corporate Secretary?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 STOCKHOLDERSSHAREHOLDERS TO BE HELD ON MAY 1, 2018APRIL 30, 2020
The Notice of Annual Meeting, Proxy Statement, Form of Proxy and 20172019 Annual Report to StockholdersShareholders are also available at www.proxyvote.com.
PROPOSAL 1—ELECTION OF DIRECTORS
Our Board is comprised of actively engaged individuals with diverse skills, experiences and backgrounds that contribute to the effective oversight of our firm. The Board believes these varied qualifications help to inform and oversee decisions regarding the company’s long-term strategic growth. Under the guidance of the Nominating/Corporate Governance Committee, the Board reviews the structure of our Board and its committees and, as part of that process, considers, among other things, issues of structure, leadership and oversight needs and skills to guide the company in executing its long-term strategic objectives. Further information about each director’s skills and experiences is set forth on the following pages as well as under “Introduction—Meet Our Board of Directors” above.
Information Concerning the Nominees and Directors
Our amended and restated certificate of incorporation provides that the Board of Directors will consist of that number of directors determined from time to time by the Board. Our Board consists of Directors.six directors, all of whom are independent with the exception of our Chairman and CEO. The Board of Directors is classified into three classes, designated 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 and qualified, or until such director’s death, resignation or retirement. Each class consists ofone-third of the total number of directors constituting the entire Board of Directors.Board.
The Board of Directors has selected James CostosDennis S. Hersch and Kenneth C. WhitneyThomas M. Ryan for election as Class IIIII directors. If elected, each Class IIIII director will serve until the annual meeting of stockholdersshareholders in 2021,2023, or until succeeded by another qualified director who has been elected.
Set forth below are the names of our directors, their ages as of March 5, 2018, their positions and offices with the company, the month and year the nominees first became directors of our company and their biographical information.
Nominees for Class II Directors Whose Terms Will Expire in 2023
Dennis S. Hersch Lead Independent Director Age: 72 Director since: October 2015 | Professional Highlights Dennis S. Hersch is President of N.A. Property, Inc., through which he has acted as a business advisor to Mr. and Mrs. Leslie H. Wexner since February 2008. He was a Managing Director of J.P. Morgan Securities Inc., an investment bank, from December 2005 through January 2008, where he served as the Global Chairman of its Mergers & Acquisitions Department. Mr. Hersch was a partner at Davis Polk & Wardwell LLP, a New York law firm, from 1978 until December 2005. Mr. Hersch served as a director of L Brands, Inc. and a member of its Finance Committee until May 2019, and was a director and Chairman of the Nominating and Governance Committee of Clearwire Corporation from November 2008 until June 2013. | |||
Skills and Qualifications Mr. Hersch’s knowledge of and experience in investment banking and the financial services industry provides the Board valuable industry-specific knowledge and expertise. In addition, Mr. Hersch brings legal and financial expertise to our Board, as well as considerable experience with strategic issues, corporate transactions and corporate governance matters. |
Thomas M. Ryan Age: 67 Director since: October 2015 |
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| 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. | |||||
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Nominees for
Continuing Class III Directors Whose Terms Will Expire in 2021
James Costos Age: 56 Director since: February 2017 | Professional Highlights James Costos served as the U.S. Ambassador to the Kingdom of Spain and Principality of Andorra from August 2013 to January 2017. Mr. Costos currently serves as an advisor and senior managing director at Dentons in the Global Venture Technology group and Technology Media and Telecommunications sector. Previously, Mr. Costos was Vice President of Global Licensing and Retail for Home Box Office (“HBO”) from 2007 to 2013. In this role, he was responsible for leading HBO’s newly created global licensing, retail and marketing division, which he established to further expand HBO’s domestic and international interest. He has also served as the | |||
Skills and Qualifications Mr. Costos’s international government relations and policy experience, international marketing, operations, technology and executive leadership experience positions 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. |
Kenneth C. Whitney Age: 60 Director since: October 2015 | Professional Highlights Kenneth C. Whitney has managed a private family investment office since April 2013, focused onstart-up businesses and entertainment projects. Since his retirement from The Blackstone Group L.P. 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
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Skills and 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. |
Continuing Class I Directors Whose Terms Will Expire in 20192022
Paul J. Taubman is our Chairman and Chief Executive Officer. Prior to founding PJT Partners, Mr. Taubman spent almost 30 years at Morgan Stanley in a series of increasingly significant leadership positions includingCo-President of Institutional Securities. After retiring from Morgan Stanley in 2012, he served in an independent capacity to advise companies on a number of significant transactions before starting PJT Partners. Mr. Taubman is involved in numerous philanthropic activities including serving as Board President of New York Cares, a Trustee and Executive Committee member of Cold Spring Harbor Laboratory, a National Advisory Board member of Youth INC., and a trustee of the Foundation for Educating Children
Paul J. Taubman Chairman and Chief Executive Officer Age: 59 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 executive vice president andCo-President of Institutional Securities, with responsibility for all of the firm’s investment banking, capital markets, and sales and trading businesses. Prior to becomingCo-President, Mr. Taubman was Morgan Stanley’s Global Head of Investment Banking and prior to that, served as the Global Head of Mergers and Acquisitions. After leaving Morgan Stanley in 2012, he served in an independent capacity advising companies on a number of significant transactions before starting PJT Partners. 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; Vice Chairman of the Board of Trustees 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 and 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 ourday-to-day operations. |
Emily K. Rafferty Age: 70 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. Ms. Rafferty’s global experience in some 50 countries on behalf of the Museum included interactions and negotiations with many senior world leaders. Ms. Rafferty served as a Board member of the New York Federal Reserve Bank from 2011 to 2017 (Chair, 2012 to 2016), and Senior Adviser for Heritage Protection and Conservation for UNESCO from 2015 to 2017. She continues to serve as Chair of NYC & Company (the city’s tourism, marketing and partnering organization) and Board member of the National September 11 Memorial & Museum. She consults for many organizations, including Russell Reynolds Associates in the firm’s nonprofit practice and The Shed, a performing arts center. She is a Board member of Carnegie Hall; a Board member of Koç Holding, Istanbul; a member of the Advisory Council of the American University of Beirut; a member of the Economic Club; and the Council on Foreign Relations. | |||
Skills and 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. |
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. Ms. Rafferty’s global experience in some 50 countries on behalf of the Museum included interactions and negotiations with many senior world leaders. Ms. Rafferty served as a Board member of the New York Federal Reserve Bank from 2011 to 2017 (Chair, 2012 to 2016), and Senior Adviser for Heritage Protection and Conservation for UNESCO from 2015 to 2017. She continues to serve as Chair of NYC & Company (the city’s tourism, marketing and partnering organization) and Board member of the National September 11 Memorial & Museum. She consults for many organizations, including Russell Reynolds Associates in the firm’s nonprofit practice and The Shed, a performing arts center under construction in Hudson Yards. She is an Advisory Director to Carnegie Hall, a member of the Advisory Council of the American University of Beirut, a member of the Economic Club and the Council on Foreign Relations.
Continuing Class II Directors Whose Terms Will Expire in 2020
Dennis S. Hersch is President of N.A. Property, Inc., through which he has acted as a business advisor to Mr. and Mrs. Leslie H. Wexner since February 2008. He was a Managing Director of J.P. Morgan Securities Inc., an investment bank, from December 2005 through January 2008, where he served as the Global Chairman of its Mergers & Acquisitions Department. Mr. Hersch was a partner of Davis Polk & Wardwell LLP, a New York law firm, from 1978 until December 2005. Mr. Hersch has served as a director of L Brands, Inc. and a member of the Finance Committee since 2006, and was a director and Chairman of the Nominating and Governance Committee of Clearwire Corporation from November 2008 until June 2013.
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. He served as Chairman from April 1999 to May 2011. He was 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.
Qualifications of the Nominees and Directors
The Nominating/Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board of Directors those
candidates to be nominated for election to the board.Board. When considering director candidates, the Nominating/Corporate Governance Committee will seek individuals with backgrounds and qualities that, when combined with those of the company’s incumbent directors, provide a blend of skills and experience to further enhance the effectiveness of the Board of Directors.Board. More specifically, the Nominating/Corporate Governance Committee considersconsiders: (a) individual qualifications, including relevant career experience, strength of character, mature judgment, familiarity with the company’s business and industry, independence of thought and an ability to work collegiallycollegially; and (b) all other factors it considers appropriate, which may include age, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations, corporate governance background, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board of Directors.Board. The Board of Directors monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, of Directors, as a whole, has the necessary tools to perform its oversight function effectively in light of the company’s business and structure. Although we have no formal policy regarding board diversity,The Board believes that fostering an inclusive culture, which welcomes differing perspectives, backgrounds and beliefs, enables us to provide the Board of Directors believes thatbest advice and insights to our clients. As such, diversity is an important component of a board, which includes such factors as background, skills, experience, expertise, gender, race and culture. Further,we consider the Board of Directors does not discriminate on the basis of race, color, national origin, gender, religion, disability or sexual preference in selecting director candidates.
When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the company’s business and structure, the Nominating/Corporate Governance Committee and the Board of Directors focused primarily on the information discussed in each of the directors’ individual biographies set forth above.
In particular, with regard to Mr. Taubman, the Board of Directors considered his knowledge of and extensive experience in various senior leadership roles in investment banking and the financial services industry, which provide our Board of Directors valuable industry-specific knowledge and expertise. In addition, Mr. Taubman’s role as our Chief Executive Officer brings management perspective to board deliberations and provides valuable information about the statuscomposition of ourday-to-day operations. With regard to Mr. Costos, the Board of Directors considered Mr. Costos’s broad and international marketing, operating and management experience, which positions him well to serve on our Board of Directors. With regard to Mr. Hersch, the Board of Directors considered his knowledge of and experience in investment banking and the financial services industry, which gives the Board of Directors valuable industry-specific knowledge and expertise on these and other matters. In addition, Mr. Hersch brings to our Board of Directors legal and financial expertise, as well as considerable experience with corporate governance matters, strategic issues and corporate transactions. With regard to Ms. Rafferty, the Board of Directors considered her operations and management experience, in addition to her understanding of monetary policy and regulation of financial institutions, which provide valuable knowledge and insight to our Board of Directors. With regard to Mr. Ryan, the Board of Directors considered his extensive operating and management experience, including as chief executive officer of a global pharmacy healthcare business, as well as his expertise in finance, strategic planning and his public company directorship and committee experience, which positions him well to serve on our Board of Directors. With regard to Mr. Whitney, the Board of Directors considered his knowledge of and experience in the private equity and financial services industry, as well as his extensive financial, accounting, operating and management experience, which provide unique insights on our business and add industry-specific expertise and knowledge to our Board of Directors. Board.
When vacancies on the Board of Directors exist or are expected, or a need for a particular expertise has been identified, the Nominating/Corporate Governance Committee may seek recommendations for director candidates from current directors and management and may also engage a search firm to assist in identifying director candidates. The Nominating/Corporate Governance Committee will also consider properly submitted stockholdershareholder recommendations for director candidates under the same procedure used for considering director candidates recommended by current directors and management. StockholderShareholder recommendations for director candidates should include the candidate’s name and specific qualifications to serve on the Board, of Directors, and the recommending stockholdershareholder should also submit evidence of such stockholder’sshareholder’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 stockholdershareholder who wishes to submit director nominations must satisfy the notification, timeliness, consent and information requirements set forth in our Amended and Restated Bylaws. See “Stockholder“Shareholder Proposals and Nominations for 20192021 Annual Meeting.”Meeting” below.
The Board conducts a self-evaluation annually to determine whether it and its committees are functioning effectively. Each committee of Directorsthe Board also conducts a self-evaluation annually and reports the results to the Board, acting through the Nominating/Corporate Governance Committee.
The proxies solicited hereby, unless directed to the contrary therein, will be voted “FOR”“FOR” the two Class IIIII nominees named in this Proxy Statement. Such nominees are currently directors of our company. The nominees have consented to being named in this Proxy Statement and to serve if elected. The Board of Directors 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 the Board of Directors.Board.
Set forth below are biographical summaries of our executive officers as of March 5, 2018,3, 2020, other than Mr. Taubman, our Chairman and Chief Executive Officer,CEO, whose biographical summary is set forth above in “Proposal 1—Election of Directors.”
Name | Age | Position | ||
Ji-Yeun Lee | Managing Partner | |||
Helen T. Meates | Chief Financial Officer | |||
James W. Cuminale | General Counsel |
Ji-Yeun Lee is our Managing Partner. 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 there was spent in Mergers & Acquisitions, including six years in the firm’s London office, advising clients on a broad range of transactions across industries and geographies, including six years in the firm’s London office.geographies. Ms. Lee was appointed the Chief Operating Officer of Morgan Stanley’s Mergers & Acquisitions Department in 2004 and the Deputy Head of Global Investment Banking in 2007. In 2011, she2007 and joined Morgan Stanley’s Management Committee.Committee in 2011. Ms. Lee also serves on the Board of Directors of the Good Shepherd Services. She received a B.A. from Amherst College.
Helen T. Meates is our Chief Financial Officer. Prior to joining PJT Partners in January 2015, Ms. Meates worked at Morgan Stanley fortwenty-two 22 years, most recently serving as a Managing Director. Ms. Meates spent the majority of her career at Morgan Stanley in Global Capital Markets, including nine years in Leveraged Finance. In 2011, she was appointed as Deputy Head of Global Capital Markets andCo-Chair of the firm’s Capital Commitment Committee. In November 2013, she assumed the role of Global Chief Operating Officer for the Research Division and was appointed to the Institutional Securities Operating Committee. Ms. Meates also served on the firm’s Institutional Securities Risk Committee, Microfinance Advisory Board and Diversity Committee. Ms. Meates serves on the boards of the SMA Foundation and the Bridgehampton Chamber Music Festival. She received a law degree (LL.B.) from Canterbury University in New Zealand and an M.B.A. from Columbia Business School.
James W. Cuminale is our General Counsel. Prior to joining PJT Partners in July 2015, Mr. Cuminale was Chief Legal Officer at Nielsen Holdings N.V. from November 2006 to June 2015. Previously, Mr. Cuminale served for over ten years as the Executive Vice President – Corporate Development, General Counsel and Secretary of PanAmSat Corporation and PanAmSat Holding Corporation. He currently serves on the Board of Trustees of Trinity College and the Board of Advisors at Vanderbilt University Law School. Mr. Cuminale received a B.A. from Trinity College and a J.D. from Vanderbilt University Law School.
Each of our executive officers serves at the discretion of our Board of Directors without specified terms of office.
This section of our Proxy Statement contains information about a variety of our corporate governance policies and practices. We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders.shareholders. You are encouraged to visit our website at www.pjtpartners.com to view or to obtain copies of our Corporate Governance Guidelines, committee charters and Code of Business Conduct and Ethics. You may also obtain, free of charge, a copy of our Corporate Governance Guidelines, committee charters and Code of Business Conduct and Ethics by directing your request in writing to our Corporate Secretary. Additional information relating to the corporate governance of our company is also set forth below and included in other sections of this Proxy Statement.
Corporate Governance GuidelinesHighlights
Our Board places great value on strong governance controls. Set forth below are key highlights of Directorsour corporate governance practices that are further discussed in this Proxy Statement:
Our Board annually reviews its size and composition and assesses its ability to function effectively and with appropriate expertise and diversity.
Our Lead Independent Director and all Board committee members are independent.
All of our directors except Mr. Taubman are independent.
We value an inclusive culture, which welcomes differing perspectives, backgrounds and beliefs. As such, diversity is an important component as we consider Board composition. Both gender diversity and representation from the LGBTQ+ community are included on our Board.
Our Board met five times in 2019 and held executive sessions of independent directors at each Board meeting. During 2019, each director attended at least 75% of all Board meetings and meetings of each Board committee on which he or she served.
Our Board includes three audit committee financial experts.
Our Board oversees our enterprise risk management process and succession plan for our Chairman and CEO.
Our anti-hedging policy prohibits all directors, executive officers and employees from engaging in short sales of our securities and from buying, selling or investing in company-based derivative securities, including entering into any hedging transactions with respect to our securities or engaging in comparable transactions.
Self-evaluations for our Board as a whole and each Board committee are conducted annually.
All directors are, or will be within the time ascribed in our Director Stock Ownership Guidelines, in compliance with our Director Stock Ownership Guidelines, which requires significant ownership of our common stock.
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 and continuing education; management succession; and an annual performance evaluation of the Board of Directors.Board.
Code of Business Conduct and Ethics
Our Board of Directors 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.
Any waiver of the Code of Business Conduct and Ethics for our directors or officers may be made only by our Board of Directors 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.
As part of our annual shareholder engagement program, we contact many of our largest shareholders to offer meetings to discuss a range of governance-related topics. These meetings include participation by our Lead Independent Director, Chairman and CEO, our Managing Partner, our Global Head of Human Resources and other members of management. This engagement program complements our normal course engagement that we have conducted with shareholders since the beginning of our firm and demonstrates our commitment to maintaining an open dialogue with our shareholders. In these conversations with shareholders, we discussed topics including:
Our corporate history since ourspin-off, our strategic priorities as we progress on our growth trajectory, and our continued focus on retaining and attracting talent;
The formation of our Board and the ongoing evaluation of its composition, with diversity and skills that align with our evolving business strategy;
How our corporate governance practices support our current business objectives and protect shareholders’ interests, as well as our Board’s continued evaluation of our practices as we evolve;
Our executive compensation program and the Compensation Committee’s process for ensuring that executives are incentivized to create value for shareholders, and that performance and compensation are closely aligned; and
The role of the Board and management team in overseeing and managing our corporate culture and human capital management initiatives.
BackgroundBackground.. A majority of the directors serving on our Board of Directors must be independent as required by the listing standards of the NYSE and the rules promulgated by the SEC. The 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 of Directors affirmatively determines that the director has no “material relationship” with us, either directly or as a partner, stockholdershareholder 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 Rule10A-3 under the Exchange Act. NYSE rules require that in affirmatively
determining the independence of any director who will serve on the Compensation Committee, the Board of Directors must consider all factors specifically relevant to determining whether a director has a relationship to the company that is material to that director’s ability to be independent from management in connection with the duties of a member of the Compensation Committee.
Independence determinations made by our Board of Directors. Our Board of Directors has determined, based upon its review of all relevant facts and circumstances and after considering all applicable relationships of which our Board of Directors had knowledge between or among the directors and the company or our management, that each of our directors, other than Paul J.Mr. Taubman, has no material relationship with us (either directly or as a partner, stockholdershareholder 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 of Directors has determined that the members of the 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.
Board of Directors Leadership Structure and Lead Independent Director
Our Board of Directors 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 amended and restated certificate of incorporation provides that Mr. Taubman, to the extent that he serves as our Chief Executive OfficerCEO and as a member of our Board, of Directors, will serve as Chairman of our Board of Directors.Board. Further, our Board of Directors currently believes it is in our company’s best interests to have Mr. Taubman serve as Chairman of our Board of Directors and Chief Executive Officer.as well as our CEO. Our Board of Directors believes combining these roles promotes effective leadership and provides the clear focus needed to execute our business strategiesstrategy and objectives.
Our Board of Directors has appointed Mr. Hersch as its lead independent director.Lead Independent Director. Mr. Hersch helps coordinate the efforts of the independent andnon-managementdirectors in the interest of ensuringto ensure that objective judgment is brought to bear on sensitiveimportant issues involving the management of the company, and, in particular,including the performance of senior management. As Lead Independent Director, Mr. Hersch has the following authority:
Preside over all meetings of the Board at which the Chairman is not present, including any executive sessions of the independent directors or thenon-management directors;
Provide leadership and serve 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 Mr. Hersch shall have the authority to convene meetings of the full Board or management;
Assist in scheduling Board meetings and approve meeting schedules to ensure that there is sufficient time for discussion of all agenda items;
Collaborate with the CEO in determining the need for special meetings of the Board;
Collaborate with the CEO on Board meeting agendas and approve such agendas; assist in preparation and request the inclusion of certain materials for Board of Director meetings;
Approve of all information sent to the Board;
Communicate to the CEO, together with the Chairman of the Compensation Committee, the results of the Board’s evaluation of CEO performance;
Coordinates Chairman and CEO succession planning;
Confers with the Chairman and CEO and senior management on the overall strategy of the company;
Be available for consultation and direct communication if requested by major shareholders;
Act as the liaison between the independent ornon-management directors and the Chairman, as appropriate;
Call meetings of the independent ornon-management directors when necessary and appropriate; and
Provide leadership, in conjunction with the Chairman, in the Board of Director evaluation process.
Our Nominating/Corporate Governance Committee discusses the appropriate leadership structure of our Board to ensure that the current leadership structure effectively supports the business needs and circumstances of the company as they continue to evolve. At this time, we believe that a combined CEO and Chairman role is optimal for the company.
Management Succession Planning
Our Board periodically reviews a management succession plan that includes, among other things, an assessment of the experience, performance and skills for possible successors to our Chairman and CEO.
Executive Sessions and Lead Director
Executive sessions ofnon-management directors are held after each regularly scheduled boardBoard meeting. During 2017,2019, thenon-management directors held four executive sessions.“Non-management directors” include all directors who are not our officers, and allnon-management directors have been determined by the Board of Directors to be independent. Currently, Mr. Taubman is the only officer serving on our Board of Directors.Board.
In order to facilitate communications amongnon-management directors on the one hand and management on the other hand, Mr. Hersch was selected to serve as the lead independent director. Mr. Hersch presides over all executive sessions of thenon-management directors.
Board of Directors Role in Risk Oversight
While risk management is primarily the responsibility of our senior management team, our Board of Directors plays an active role in overseeing management of the company’s risks. The committees of our Board of Directors assist the full boardBoard in risk oversight by addressing specific matters within the purview of each committee. The Audit Committee focuses on oversight of financial risks relating to the company, the Compensation Committee focuses primarily on risks relating to executive compensation plans and arrangements and the Nominating/Corporate Governance Committee focuses on corporate governance risks relating to the company. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the full Board of Directors keeps itself regularly informed regarding such risks through management and committee reports and otherwise. Further, the Board of Directors routinely meets with our Chief
Technology Officer 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.
The company’s management team regularly reports to our Board of Directors the significant risks we face, highlighting any new risks that may have arisen since they last met. In addition, members of our
Board of Directors have the opportunity to meet routinely meet with members of senior management as appropriate, in connection with their consideration of matters submitted for the approval of our Board of Directors and the risks associated with such matters.
Further, we maintain a Disclosure Committee that meets at least quarterly. The purpose of our Disclosure Committee is to bring together representatives from our core business lines and employees involved in the preparation of our financial statements so that the group can discuss any issues or matters of which the members are aware that should be considered for disclosure in our public SEC filings. Results of the Disclosure Committee’s meetings and determinations are communicated quarterly to the Audit Committee.
Our Board of Directors has three standing committees: an Audit Committee; a Compensation Committee; and a Nominating/Corporate Governance Committee. The current charters for each of these committees are available on our corporate website at www.pjtpartners.com under the “Investor Relations/Corporate Governance/Governance Documents” section. Further, we will provide a copy of these charters without charge to any stockholdershareholder upon written request. Requests for copies should be addressed to our Corporate Secretary. From time to time, our Board of Directors also may create additional committees for such purposes as our Board of Directors may determine. We believe that the functioning of each of the committees of our Board of Directors complies with the applicable requirements of the NYSE and SEC rules and regulations.
Audit Committee. We have a standing Audit Committee, consisting of Kenneth C. Whitney (Chair), Dennis S. Hersch and Emily K. Rafferty, each of whom is “independent” and “financially literate” as such terms are defined by the applicable rules of the SEC and/or NYSE. Our Board of Directors has determined that Mr. Whitney, Mr. Hersch and Ms. Rafferty possess accounting or related financial management expertise within the meaning of the NYSE listing standards and that each of Mr. Whitney, Mr. Hersch and Ms. Rafferty qualifies as an “audit committee financial expert” as defined under the applicable SEC rules.
The Audit Committee assists our Board of Directors in fulfilling its responsibility relating to the oversight of: (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and independent registered public accounting firm. Additional information regarding the functions performed by our Audit Committee is set forth in the “Report of the Audit Committee” included in this Proxy Statement.
Compensation Committee. We have a standing Compensation Committee, consisting of Thomas M. Ryan (Chair) and Dennis S. Hersch, 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. The Compensation Committee discharges the responsibilities of our Board of Directors relating to the oversight of our compensation programs and compensation of our executives. In fulfilling its responsibilities, the Compensation Committee can delegate any or all of its responsibilities to a subcommittee of the Compensation Committee.
The 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, the Compensation Committee has retained Willis Towers Watson & Co. as its independent outside compensation consultant primarily to assist in analyzing the competitiveness of its executive compensation as well as to provide expertise and advice on various matters brought before the Compensation Committee. On February 22, 2018,25, 2020, the Compensation Committee considered the independence of Willis Towers Watson and determined that itits work did not have araise any conflict of interest.
Nominating/Corporate Governance Committee. We have a standing Nominating/Corporate Governance Committee, consisting of Emily K. Rafferty (Chair), James Costos and Thomas M. Ryan. Each of Ms. Rafferty and Messrs. Costos and Ryan is “independent” as such term is defined by the applicable rules of the NYSE. The Nominating/Corporate Governance Committee assists our Board of Directors in fulfilling its responsibility relating to corporate governance by: (1) identifying individuals qualified to become directors and recommending that our Board of Directors select the candidates for all directorships to be filled by our Board of Directors or by our stockholders;shareholders; (2) overseeing the evaluation of the Board of Directors;Board; (3) developing and recommending the content of our Corporate Governance Guidelines and Code of Business Conduct and Ethics to our Board of Directors;Board; and (4) otherwise taking a leadership role in shaping our corporate governance.
Compensation Committee Interlocks and Insider Participation
No member of our Compensation Committee is a current or former officer or employee of the company 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 of Directors or Compensation Committee.
Board and Committee Meetings; Annual Meeting Attendance
During 2017,2019, our Board of Directors held eightfive meetings, our Audit Committee held eightfive meetings, our Compensation Committee held four meetings and our Nominating/Corporate Governance Committee held two meetings. During such time, each director attended at least 75% of each of the meetings of the Board of Directors and committees on which he or she served during the period for which he or she was a director or committee member, respectively. The independent directors of the company regularly meet in executive session without management. Under the Corporate Governance Guidelines adopted by our Board, of Directors, Dennis S. Hersch, our lead independent director,Lead Independent Director, presides at such executive sessions.
Under our Corporate Governance Guidelines, directors are expectedencouraged to attend our annual meetings of stockholders.shareholders. All of our directors attended our 20172019 annual meeting, either in person or by telephone.
Communications with the Board of Directors
Anyone who would like to communicate with, or otherwise make his or her concerns known directly to any then-serving lead independent director,Lead Independent Director, to the chairperson of any of the Audit, Nominating/Corporate Governance and Compensation Committees, or to thenon-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 forward such communications to the appropriate party. Such communications may be done confidentially or anonymously.
We have adopted procedures for reporting concerns regarding accounting and other matters. These procedures are designed to provide a channel of communication for employees and others who have concerns about the conduct of our company or any of its people, including with respect to the firm’s accounting controls or auditing matters. Any person may report to the 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 (1) by contacting the General Counsel in writing or in person at PJT Partners, Attn: General Counsel, 280 Park Avenue, New York, New York 10017, (2) 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, (3) 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, (4) by submitting a report online at https://secure.ethicspoint.com, or (5) by calling the Employee and Reporting Hotline at any time. The hotline can be reached in the U.S. at1-866-297-0224; dialing instructions for callers outside the U.S. are available at https://secure.ethicspoint.com. Employees may make a report anonymously using any of the above methods.
The information in the report will be provided to management or, as appropriate, the 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. PJT Partners strictly prohibits any retaliation for reporting a possible violation of law, ethics or company policy, no matter whom the report concerns.
Members of our Board of Directors who are members of management receive no additional compensation for their services as directors. For the annual service periods from June 1, 2016 to May 31, 2017 and from June 1, 2017 to May 31, 2018, eachEachnon-management director receivedreceives an annual base retainer infor the amount of $125,000 in the form of cash, restricted stock units or a combination thereof as determined by such director.
On February 22, 2018, the Compensation Committee modified the compensation for ournon-management directors such that, from the annual service period beginningfrom June 1 2018, eachnon-management director will receive an annual base retainerto May 31 in the amount of $175,000, with a minimum of 50% (and, if selected by thenon-management director, up to 100%) of such annual retainer delivered in the form of restricted stock units.
Subject to continued service, restricted stock units 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 the company. Vested restricted stock units will be settled on the earliest of the termination of service of such director, the fifth anniversary of the grant date and a change in control of the company, and will be settled in either shares of the company’s Class A common stock or cash (or a combination thereof) at the discretion of the Compensation Committee.
Each newnon-management director also receives aone-time grant of restricted stock units in an amount having a value of $100,000. Subject to continued service, theone-time restricted stock unit grant vests in substantially equal installments annually over four years, with vesting accelerated upon death, disability or a change in control of the company. Upon vesting, theone-time restricted stock unit grant will be settled on the earliest of the termination of service of the director, the fourth anniversary of the grant date and a change in control of the company, and will be settled in either shares of the company’s Class A common stock or cash (or a combination thereof) at the discretion of the Compensation Committee. We also reimburse each of ournon-management directors for his or her travel expenses incurred in connection with his or her attendance at meetings of the Board of Directors and its committees.
The Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) limits the amount of compensation that may be awarded to thenon-management members of our Board of Directors (including both equity awards and any cash fees paid to thenon-management members of our Board, of Directors, but excluding expense reimbursement) in any fiscal year to $750,000 in total value. Further, our Compensation Committee has engaged Willis Towers Watson & Co., an outside independent compensation consultant, to provide guidance with respect to compensation paid to ournon-management members of our Board of Directors.Board.
Minimum Equity Ownership Guidelines
In February 2018, ourOur Compensation Committee adopted minimum equity ownership guidelines that requirerequires our independent directors to maintain equity ownership in the company (including Partnership Units, LTIP Units or restricted stock units) having a market value equal to or greater than three times the $175,000 annual base retainer. Each independent director must achieve the minimum equity investment within five years from the later of the adoption of the guidelines (for directors in place at that time of the adoption of the guidelines) and the date of such director’s election to our Board of Directors (for subsequently appointed directors) to attain compliance with the stock ownership requirements.
Director Compensation for Fiscal Year 20172019
The 20172019 compensation of thenon-management directors who served on the Board of Directors in 2017 is set forth in the table below:
Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | Fees Earned or ($) | Stock ($) | Total ($) | ||||||||||||
James Costos | 111,458(2) | 99,984 | 211,442 | 76,562 | 87,526 | 164,088 | ||||||||||||
Dennis S. Hersch | — | 124,989 | 124,989 | 76,562 | 87,526 | 164,088 | ||||||||||||
Emily K. Rafferty | 125,000 | — | 125,000 | 76,562 | 87,526 | 164,088 | ||||||||||||
Thomas M. Ryan | — | 124,989 | 124,989 | — | 175,014 | 175,014 | ||||||||||||
Kenneth C. Whitney | 125,000 | — | 125,000 | 76,562 | 87,526 | 164,088 |
(1) | The amounts in this column reflect the aggregate grant date fair value of restricted stock units granted in fiscal year |
Mr. Costos joined our Board of Directors on February 7, 2017. Upon his joining the board, he was granted aone-time grant of 3,108 restricted stock units having a grant date fair value in accordance with ASC Topic 718 of $99,984, or $32.17 per share underlying each restricted stock unit. Subject to continued service, thisone-time restricted stock unit grant vested or generally will vest in substantially equal installments annually over four years. The shares of Class A common stock underlying such vested restricted stock units will be delivered on the earliest of (i) the termination of the director’s services, (ii) February 7, 2021, and (iii) a change in control of the company.
Each of Messrs.
On June 3, 2019, Mr. Ryan was awarded 4,725 restricted stock units with a grant date fair value computed in accordance with ASC Topic 718 of $175,014, or $37.04 per share underlying each restricted stock unit, and each of Mr. Costos, Mr. Hersch,
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