Equity-Based and Other Deferred Compensation | 10. EQUITY-BASED AND OTHER DEFERRED COMPENSATION Overview On May 24, 2023, the Company adopted the Second Amended and Restated PJT Partners Inc. Omnibus Plan (the “PJT Equity Plan”), which amended the Amended and Restated 2019 PJT Partners Inc. Omnibus Plan. The PJT Equity Plan authorizes an additional 16 million shares of Class A common stock for the purpose of providing incentive compensation measured by reference to the value of the Company’s Class A common stock or Partnership Units. The PJT Equity Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, partnership interests and other stock-based or cash-based awards. Since October 1, 2015, the Company has authorized 33 million shares of Class A common stock for issuance of new awards under the PJT Equity Plan. The Company intends to use PJT Partners’ Class A common stock to satisfy vested awards under the PJT Equity Plan. The following table represents equity-based compensation expense and the related income tax benefit for the three and nine months ended September 30, 2023 and 2022, respectively: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Equity-Based Compensation Expense $ 38,392 $ 36,646 $ 136,388 $ 132,016 Income Tax Benefit $ 4,994 $ 4,621 $ 18,552 $ 17,238 Restricted Stock Units The following table summarizes activity related to unvested RSUs for the nine months ended September 30, 2023: Restricted Stock Units Weighted- Average Grant Date Number of Fair Value Units (in dollars) Balance, December 31, 2022 4,181,075 $ 65.58 Granted 2,562,210 77.67 Dividends Reinvested on RSUs ( 21,537 ) 35.77 Forfeited ( 21,734 ) 72.46 Vested ( 1,396,014 ) 60.31 Balance, September 30, 2023 5,304,000 $ 72.90 As of September 30, 2023, there was $ 203.3 million of estimated unrecognized compensation expense related to unvested RSU awards. This cost is expected to be recognized over a weighted-average period of 1.6 years. The Company assumes a forfeiture rate of 1.0 % to 7.0 % annually based on expected turnover and periodically reassesses this rate. The weighted-average grant date fair value with respect to RSUs granted for the nine months ended September 30, 2022 was $ 63.81 . RSU Awards with Both Service and Market Conditions The following table summarizes activity related to unvested RSU awards with both a service and market condition for the nine months ended September 30, 2023: RSU Awards with Weighted- Average Grant Date Number of Fair Value Units (in dollars) Balance, December 31, 2022 1,534,012 $ 41.98 Granted 60,000 60.13 Dividends Reinvested on RSUs 236 35.24 Balance, September 30, 2023 1,594,248 $ 42.66 As of September 30, 2023, there was $ 25.5 million of estimated unrecognized compensation expense related to RSU awards with both a service and market condition. This cost is expected to be recognized over a weighted-average period of 1.8 years. The Company assumes a forfeiture rate of 4.0 % to 7.0 % annually based on expected turnover and periodically reassesses this rate. The weighted-average grant date fair value with respect to RSUs with both a service and market condition granted for the nine months ended September 30, 2022 was $ 41.97 . The Company estimated the fair value of RSU awards with both a service and market condition at grant using a Monte Carlo simulation. The following table presents the assumptions used for the nine months ended September 30, 2023: Risk-Free Interest Rate 4.3 % Volatility Factor 39.5 % Expected Life (in years) 3.6 Partnership Units The following table summarizes activity related to unvested Partnership Units for the nine months ended September 30, 2023: Partnership Units Weighted- Average Number of Grant Date Partnership Fair Value Units (in dollars) Balance, December 31, 2022 178,067 $ 60.62 Granted 256,726 71.58 Vested ( 82,385 ) 54.15 Balance, September 30, 2023 352,408 $ 70.12 As of September 30, 2023, there was $ 19.0 million of estimated unrecognized compensation expense related to unvested Partnership Units. This cost is expected to be recognized over a weighted-average period of 2.1 years. The Company assumes a forfeiture rate of 4.0 % annually based on expected turnover and periodically reassesses this rate. The weighted-average grant date fair value with respect to Partnership Units granted for the nine months ended September 30, 2022 was $ 61.60 . Partnership Unit Awards with Both Service and Market Conditions The following table summarizes activity related to unvested Partnership Unit awards with both a service and market condition for the nine months ended September 30, 2023: Partnership Unit Awards with Weighted- Average Number of Grant Date Partnership Fair Value Units (in dollars) Balance, December 31, 2022 1,107,768 $ 39.10 Balance, September 30, 2023 1,107,768 $ 39.10 As of September 30, 2023, there was $ 16.3 million of estimated unrecognized compensation expense related to Partnership Unit awards with both a service and market condition. This cost is expected to be recognized over a weighted-average period of 1.8 years. The Company assumes a forfeiture rate of 4.0 % annually based on expected turnover and periodically reassesses this rate. The weighted-average grant date fair value with respect to Partnership Units with both a service and market condition granted for the nine months ended September 30, 2022 was $ 39.10 . Units Expected to Vest The following unvested units, after expected forfeitures, as of September 30, 2023, are expected to vest: Weighted- Service Period Units in Years Restricted Stock Units 6,356,170 1.7 Partnership Units 1,286,831 1.9 Total Equity-Based Awards 7,643,001 1.7 Deferred Cash Compensation The Company has periodically issued deferred cash compensation in connection with annual incentive compensation as well as other hiring or retention related awards. These awards typically vest over a period of one to four years . Compensation expense related to deferred cash awards was $ 10.5 million and $ 29.4 million for the three and nine months ended September 30, 2023 , respectively, and $ 7.0 million and $ 21.7 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 , there was $ 75.0 million of unrecognized compensation expense related to these awards. The weighted-average period over which this compensation cost is expected to be recognized is 2.0 years. |