DEF 14A of PJT Partners Inc.
Filed Apr 29, 2024 · FY20230001140361-24-022675
Proposal 1: Election of Directors
Proposal 1: Election of Directors The Board has nominated three directors, James Costos, Grace R. Skaugen and Kenneth C. Whitney, for election as Class III directors. If elected, each Class III director will serve until the annual meeting of shareholders in 2027, or until succeeded by another qualified director who has been elected. The Board recommends that you vote “FOR” each director nominee.
Nominees for Class III Directors Whose Terms Will Expire in 2027
Nominees for Class III Directors Whose Terms Will Expire in 2027
Nominees for Class III Directors Whose Terms Will Expire in 2027
| | James Costos | Age: 61 | Director since February 2017 Professional Highlights | | | James Costos served as the United States Ambassador to the Kingdom of Spain and the Principality of Andorra from August 2013 to January 2017. Before his diplomatic service, he held leadership roles in the entertainment and international business sectors. Notably, Mr. Costos was Vice President at Home | | Box Office (HBO) from 2007 to 2013, and his executive experience also includes leadership positions at Revolution Studios, Tod’s S.p.A., and Hermès of Paris. Currently, Mr. Costos holds the position of President at Secuoya Studios, a global Spanish TV and film content production studio headquartered in Madrid. He also serves as a Senior Managing Director in the global venture technology group at Dentons, one of the world’s largest law firms. In addition to his professional endeavors, Mr. Costos is dedicated to cultural and humanitarian causes. He serves on the J. William Fulbright Foreign Scholarship Board and sits on the boards of the Hispanic Society of America and the Human Rights Campaign, the largest LGBTQ+ advocacy and political lobbying organization in the United States. Mr. Costos earned his Bachelor of Arts degree in Political Science from the University of Massachusetts. Skills & Qualifications Mr. Costos’ international government relations and policy experience, international marketing, operations, technology and executive leadership experience positions him well to serve on the Board. His strong international experience brings a geographically diverse perspective to the oversight of our multi-national business operations. | |
Nominees for Class III Directors Whose Terms Will Expire in 2027
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Nominees for Class III Directors Whose Terms Will Expire in 2027
| | Grace R. Skaugen | Age: 70 | Director since July 2020 Professional Highlights | | | Grace Reksten Skaugen, a Norwegian national, has extensive experience working with a broad array of European companies. She currently chairs Orrön Energy AB (member of the Compensation Committee) and is a board member of Investor AB (Chair of the Audit and Risk Committee). Ms. Skaugen is also a | | trustee of the International Institute for Strategic Studies (IISS) in London. In 2009, Ms. Skaugen co-founded the Norwegian Institute of Directors, where she still serves on its board. She previously served as a senior advisor to HSBC (2014-2019) and Deutsche Bank (2007-2014). She was deputy chair (2012-2015) of the Norwegian oil company Statoil (now Equinor) and served on its board (2002-2015). Ms. Skaugen served as deputy chair (2013-2020), board member (2012-2020) and chair of the Compensation Committee at Orkla ASA, was a board member and member of the Compensation and Sustainability Committees at Lundin Energy AB (2015-2022) and chaired Euronav NV (where she was a member of the Compensation Committee, Sustainability Committee and Corporate Governance and Nomination Committee) (2016-2023). She has previous investment banking experience, having worked at the Nordic bank SEB, where she advised companies within the energy, transportation and technology sectors. Ms. Skaugen started her career as a postdoctoral researcher at Columbia Radiation Laboratory in New York. She is a physicist by education and holds a PhD in laser physics from Imperial College in London. She also holds an M.B.A. from the Norwegian School of Management, BI. Skills & Qualifications Ms. Skaugen’s experience and expertise in the international financial services industry, as well as her extensive corporate governance and board experience, provide unique insights into our business and add industry-specific expertise and knowledge to the Board. Her strong international experience brings a geographically diverse perspective to the oversight of our multi-national business operations. | |
Nominees for Class III Directors Whose Terms Will Expire in 2027
| | Kenneth C. Whitney | Audit Committee Chair | Age: 66 | Director since October 2015 Professional Highlights | | | Kenneth C. Whitney has managed a private family investment office since April 2013, focused on start-up businesses and entertainment projects. Since his retirement from Blackstone Inc. in April 2013 until September 2015, he was also | | a Senior Advisor to Blackstone. Mr. Whitney was previously a Senior Managing Director and Head of Blackstone’s Investor Relations & Business Development Group from 1998 to April 2013. After joining Blackstone in 1988, Mr. Whitney focused his efforts on raising capital for Blackstone’s private investment funds and the establishment of Blackstone affiliates in the alternative investment area. Mr. Whitney began his career at Coopers & Lybrand in 1980, where he spent time in the firm’s accounting and audit areas as well as in the tax and mergers and acquisitions areas. Mr. Whitney is a Tony Award-winning producer, and currently sits on the Board of Trustees for The First Tee and the University of Delaware, where he received a B.S. in Accounting. Skills & Qualifications Mr. Whitney’s experience and expertise in the private equity and financial services industry, as well as his extensive financial, accounting, operations and management experience, provide unique insights into our business and add industry-specific expertise and knowledge to the Board. | |
Nominees for Class III Directors Whose Terms Will Expire in 2027
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Meet the Board of Directors
Meet the Board of Directors The Board consists of seven directors, all of whom are independent with the exception of our Chairman and CEO and K. Don Cornwell. The Board 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, or until such director’s death, resignation or retirement. Each class consists, as nearly as possible, of one-third of the total number of directors constituting the entire Board. The Board is comprised of actively engaged individuals with diverse skills, experiences and backgrounds that contribute to the effective oversight of our company. 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 the Board, its committees and the individual directors and, as part of that process, considers, among other things, issues of structure, leadership and oversight needs and skills to guide the company in executing its long-term strategic objectives.
Meet the Board of Directors
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Nominees for Class III Directors Whose Terms Will Expire in 2027
Nominees for Class III Directors Whose Terms Will Expire in 2027
Nominees for Class III Directors Whose Terms Will Expire in 2027
| | James Costos | Age: 61 | Director since February 2017 | | | Professional Highlights | | | James Costos served as the United States Ambassador to the Kingdom of Spain and the Principality of Andorra from August 2013 to January 2017. Before his diplomatic service, he held leadership roles in the entertainment and international business sectors. Notably, Mr. Costos was Vice President at Home Box Office (HBO) from 2007 to 2013, and his executive experience also includes | | leadership positions at Revolution Studios, Tod’s S.p.A., and Hermès of Paris. Currently, Mr. Costos holds the position of President at Secuoya Studios, a global Spanish TV and film content production studio headquartered in Madrid. He is also involved in the global venture technology group at Dentons, where he serves as a Senior Managing Director. In addition to his professional endeavors, Mr. Costos is dedicated to cultural and humanitarian causes. He serves on the J. William Fulbright Foreign Scholarship Board and sits on the boards of the Hispanic Society of America and the Human Rights Campaign, the largest LGBTQ+ advocacy and political lobbying organization in the United States. Mr. Costos earned his Bachelor of Arts degree in Political Science from the University of Massachusetts. | | | Skills & Qualifications | | | Mr. Costos’ international government relations and policy experience, international marketing, operations, technology and executive leadership experience positions him well to serve on the Board. His strong international experience brings a geographically diverse perspective to the oversight of our multi-national business operations. | |
Nominees for Class III Directors Whose Terms Will Expire in 2027
| | Grace R. Skaugen | Age: 70 | Director since July 2020 | | | Professional Highlights | | | Grace Reksten Skaugen, a Norwegian national, has extensive experience working with a broad array of European companies. She currently chairs Orrön Energy AB (member of the Compensation Committee) and is a board member of Investor AB (Chair of the Audit and Risk Committee). Ms. Skaugen is also a trustee of the International Institute for Strategic Studies (IISS) in London. | | In 2009, Ms. Skaugen co-founded the Norwegian Institute of Directors, where she still serves on its board. She previously served as a senior advisor to HSBC (2014-2019) and Deutsche Bank (2007-2014). She was deputy chair (2012-2015) of the Norwegian oil company Statoil (now Equinor) and served on its board (2002-2015). Ms. Skaugen served as deputy chair (2013-2020), board member (2012-2020) and chair of the Compensation Committee at Orkla ASA, was a board member and member of the Compensation and Sustainability Committees at Lundin Energy AB (2015-2022) and chaired Euronav NV (where she was a member of the Compensation Committee, Sustainability Committee and Corporate Governance and Nomination Committee) (2016-2023). She has previous investment banking experience, having worked at the Nordic bank SEB, where she advised companies within the energy, transportation and technology sectors. Ms. Skaugen started her career as a postdoctoral researcher at Columbia Radiation Laboratory in New York. She is a physicist by education and holds a PhD in laser physics from Imperial College in London. She also holds an M.B.A. from the Norwegian School of Management, BI. | | | Skills & Qualifications | | | Ms. Skaugen’s experience and expertise in the international financial services industry, as well as her extensive corporate governance and board experience, provide unique insights into our business and add industry-specific expertise and knowledge to the Board. Her strong international experience brings a geographically diverse perspective to the oversight of our multi-national business operations. | |
Nominees for Class III Directors Whose Terms Will Expire in 2027
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Nominees for Class III Directors Whose Terms Will Expire in 2027
| | Kenneth C. Whitney | Audit Committee Chair | Age: 66 | Director since October 2015 | | | Professional Highlights | | | Kenneth C. Whitney has managed a private family investment office since April 2013, focused on start-up businesses and entertainment projects. Since his retirement from Blackstone in April 2013 until September 2015, he was also a Senior Advisor to Blackstone. Mr. Whitney was previously a Senior Managing | | Director and Head of Blackstone’s Investor Relations & Business Development Group from 1998 to April 2013. After joining Blackstone in 1988, Mr. Whitney focused his efforts on raising capital for Blackstone’s private investment funds and the establishment of Blackstone affiliates in the alternative investment area. Mr. Whitney began his career at Coopers & Lybrand in 1980, where he spent time in the firm’s accounting and audit areas as well as in the tax and mergers and acquisitions areas. Mr. Whitney is a Tony Award-winning producer, and currently sits on the Board of Trustees for The First Tee and the University of Delaware, where he received a B.S. in Accounting. | | | Skills & Qualifications | | | Mr. Whitney’s experience and expertise in the private equity and financial services industry, as well as his extensive financial, accounting, operations and management experience, provide unique insights into our business and add industry-specific expertise and knowledge to the Board. | |
Continuing Class II Directors Whose Terms Will Expire in 2026
Continuing Class II Directors Whose Terms Will Expire in 2026
Continuing Class II Directors Whose Terms Will Expire in 2026
| | Thomas M. Ryan | Lead Independent Director and Compensation Committee Chair | Age: 71 | Director since October 2015 | | | Professional Highlights | | | Thomas M. Ryan is the former Chairman and Chief Executive Officer of CVS Health Corporation, formerly known as CVS Caremark Corporation, a pharmacy healthcare provider (“CVS”). He served as Chairman of CVS from April 1999 to May 2011 and Chief Executive Officer of CVS from May 1998 to February 2011, | | and also served as President from May 1998 to May 2010. Mr. Ryan serves on the board of Five Below, Inc., and is an Operating Partner of Advent International. Mr. Ryan was a director of Yum! Brands, Inc. from 2002 to 2017, Reebok International Ltd. from 1998 to 2005, Bank of America Corporation from 2004 to 2010 and Vantiv, Inc. from 2012 to 2015. | | | Skills & Qualifications | | | Mr. Ryan’s role as Chairman and Chief Executive Officer of a global pharmacy healthcare business, his extensive operations and management experience, his expertise in finance and strategic planning, as well as his public company directorship and committee experience, positions him well to serve on the Board. | |
Continuing Class II Directors Whose Terms Will Expire in 2026
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Continuing Class II Directors Whose Terms Will Expire in 2026
| | K. Don Cornwell | Age: 53 | Director since January 2023 | | | Professional Highlights | | | K. Don Cornwell is a Co-Founder and the Chief Executive Officer of Dynasty Equity, a global sports investment firm focused on acquiring minority interests in sports franchises and other related assets and rights. Prior to founding Dynasty Equity in 2022, Mr. Cornwell was a founding partner at PJT Partners, joining the company in 2015 following an 18-year career at Morgan Stanley. At Morgan | | Stanley, Mr. Cornwell was in the Mergers and Acquisitions Group and established a particularly focused area of expertise in media and entertainment, specifically in sports and gaming. Prior to leaving Morgan Stanley, he served as Head of Global Sports Investment Banking. Before he joined Morgan Stanley, Mr. Cornwell worked at McKinsey & Co. as a management consultant and in corporate development for the National Football League. He sits on the Board of Trustees of the Harlem Children’s Zone, an education and social services organization in Central Harlem; the East Harlem Tutorial Program, an after-school program for children in East Harlem; the Board of Directors of New York Cares, New York City’s largest volunteer organization; and the VFILES Foundation, an organization with the mission to increase business ownership for creators in underrepresented communities. Mr. Cornwell served on the Management Board of Stanford University’s Graduate School of Business until July 2022. He received an MBA from Stanford University’s Graduate School of Business and an AB in Government from Harvard College. | | | Skills & Qualifications | | | Mr. Cornwell’s extensive experience and expertise in investment banking and in the financial services industry, as well as his deep knowledge of PJT Partners’ business, operations and culture, and his understanding of the company’s clients, employees and other stakeholders, position him to contribute valuable acumen and insight to the Board. | |
Continuing Class I Directors Whose Terms Will Expire in 2025
Continuing Class I Directors Whose Terms Will Expire in 2025
Continuing Class I Directors Whose Terms Will Expire in 2025
| | Paul J. Taubman | Chairman and Chief Executive Officer | Age: 63 | Director since October 2015 | | | Professional Highlights | | | Paul J. Taubman has been our Chairman and CEO since 2015. Prior to founding PJT Partners, Mr. Taubman spent nearly 30 years at Morgan Stanley where he served in a series of increasingly senior positions, including as executive vice president and Co-President of Institutional Securities, with responsibility for all | | of the firm’s investment banking, capital markets, and sales and trading businesses. Mr. Taubman serves in a leadership role on numerous philanthropic efforts including Board President of New York Cares, New York City’s largest volunteer organization; Trustee and Vice Chairman of Cold Spring Harbor Laboratory; Board Member of the Partnership for New York City; Advisory Council member at the Stanford Graduate School of Business; National Advisory Board member of Youth, Inc.; and Trustee of the Foundation for Empowering Citizens with Autism. Mr. Taubman received a B.S. in Economics from the Wharton School of the University of Pennsylvania and an M.B.A. from Stanford University’s Graduate School of Business. | | | Skills & Qualifications | | | Mr. Taubman’s extensive experience gained from various senior leadership roles in investment banking and the financial services industry, as well as his many years of providing strategic advice to management teams and boards around the world, operating in a wide array of industries bring valuable knowledge and expertise to the Board. In addition, Mr. Taubman’s role as our Chief Executive Officer brings management perspective to Board deliberations and provides critical information about the status of our day-to-day operations. | |
Continuing Class I Directors Whose Terms Will Expire in 2025
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Continuing Class I Directors Whose Terms Will Expire in 2025
| | Emily K. Rafferty | Nominating/Corporate Governance Committee Chair | Age: 75 | Director since October 2015 | | | Professional Highlights | | | Emily K. Rafferty is President Emerita of The Metropolitan Museum of Art. She was elected President of the Museum in 2005 and served in that role until her retirement in March 2015. She had been a member of the Museum’s staff since 1976 serving in various roles in development, membership and external affairs | | until becoming President and Chief Administrative Officer in 2005, overseeing some 2,300 full- and part-time employees and volunteers. Ms. Rafferty’s global experience in some 50 countries on behalf of the Museum included interactions and negotiations with many senior world leaders. She is a Vice Chair of the National September 11 Memorial & Museum, a Board member of Carnegie Hall, the Advisory Board of the Hospital for Special Surgery, the Global Asia Society and the Hispanic Society Museum and Library. She is also a member of the Advisory Council of the American University of Beirut and the Council on Foreign Relations. Ms. Rafferty is principal of Emily K. Rafferty & Associates, a consulting resource for non-profit institutions. Ms. Rafferty served as a Board member of the New York Federal Reserve Bank from 2011 to 2017 (Chair, 2012 to 2016) and Koç Holdings, Istanbul from 2018 to 2024, Senior Adviser for Heritage Protection and Conservation for UNESCO from 2015 to 2017 and was Chair of NYC & Company (the city’s tourism, marketing and partnering organization) from 2008 to 2020 and continues to serve as an ex-officio board member. She previously consulted for Russell Reynolds Associates in the firm’s non-profit sector and The Shed, a NYC performing arts center. | | | Skills & Qualifications | | | Ms. Rafferty’s breadth and depth of expertise and experience in human capital management, operations and senior executive leadership, her global expertise as well as her understanding of monetary policy and regulation of financial institutions, provide valuable knowledge and insight to the Board. | |
Continuing Class I Directors Whose Terms Will Expire in 2025
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Director Compensation
Director Compensation Members of the Board who are members of management receive no additional compensation for their services as directors. Each non-management director receives an annual base retainer for the service period from June 1 to May 31 in the amount of $225,000, with a minimum of 50% (and, if selected by the non-management director, up to 100%) of such annual retainer delivered in the form of Restricted Stock Units (“RSUs”). Subject to continued service, RSUs granted pursuant to a director’s election vest quarterly in substantially equal installments over the subject year of service, with vesting accelerated upon death, disability or a change in control of the company. Vested RSUs will be settled on the earliest of the termination of service of such director, the fifth anniversary of the grant date or a change in control of 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 new non-management director also receives a one-time grant of RSUs in an amount having a value of $100,000. Subject to continued service, the one-time RSU grant vests in substantially equal installments annually over four years, with vesting accelerated upon death, disability or a change in control of the company. Upon vesting, the one-time RSU grant will be settled on the earliest of the termination of service of the director, the fourth anniversary of the grant date or a change in control of 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 our non-management directors for his or her travel expenses incurred in connection with his or her attendance at meetings of the Board and its committees. The Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan approved by the company’s shareholders on May 24, 2023 (as amended, the “Omnibus Incentive Plan”) limits the amount of compensation for director services that may be awarded to each non-management director (including both equity awards and any cash fees paid to the non-management director but excluding expense reimbursement) in any fiscal year to $750,000 in total value. Further, our Compensation Committee has engaged Willis Towers Watson, an outside independent compensation consultant, to provide guidance with respect to compensation paid to our non-management directors.
Director Compensation for Fiscal Year 2023
Director Compensation for Fiscal Year 2023 The 2023 compensation of the non-management directors is set forth in the table below:
Director Compensation for Fiscal Year 2023
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | K. Don Cornwell | $26,932 | $407,824 | $434,756 | | James Costos | $28,126 | $168,772 | $196,898(2) | | Emily K. Rafferty | $112,500 | $112,559 | $225,059 | | Thomas M. Ryan | — | $225,052 | $225,052 | | Grace R. Skaugen | $112,500 | $112,559 | $225,059 | | Kenneth C. Whitney | $112,500 | $112,559 | $225,059 |
Director Compensation for Fiscal Year 2023
| (1) The amounts in this column reflect the aggregate awards of RSUs granted in fiscal year 2023 in accordance with Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC Topic 718”). A discussion of the assumptions used in calculating these values can be found in Note 10 to our 2023 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Director Compensation for Fiscal Year 2023
In connection with his service as a partner of the company for the period January 1-19, 2023, Mr. Cornwell was paid $26,932. Upon joining the Board in January 2023, Mr. Cornwell was awarded 2,355 RSUs (which included a one-time grant of RSUs in an amount having a value of $100,000, which each new non-management director receives, as described above in “Director Compensation”) with a grant date fair value computed in accordance with ASC Topic 718 of $182,772 or $77.61 per share underlying each RSU. On June 1, 2023, Mr. Cornwell and Mr. Ryan were awarded 3,363 RSUs with a grant date fair value computed in accordance with ASC Topic 718 of $225,052, or $66.92 per share underlying each RSU, Mr. Costos was awarded 2,522 RSUs with a grant date fair value computed in accordance with ASC Topic 718 of $168,772, or $66.92 per share underlying each RSU and Ms. Rafferty, Ms. Skaugen and Mr. Whitney were awarded 1,682 RSUs with a grant date fair value computed in accordance with ASC Topic 718 of $112,559 or $66.92 per share underlying each RSU. Subject to continued service as a director, 25% of each of these RSU grants generally has vested or will vest on each of August 31, 2023, November 30, 2023, February 28, 2024 and May 31, 2024. The shares of Class A common stock underlying such vested RSUs will be delivered on the earliest of (i) the termination of the director’s services, (ii) June 1, 2027 or (iii) a change in control of the company. As of December 31, 2023, each of Mr. Cornwell, Mr. Costos, Ms. Rafferty, Mr. Ryan, Ms. Skaugen and Mr. Whitney held 79,297 (represents total unvested RSUs, not RSUs in relation to directorship only), 1,274, 850, 1,697, 850 and 850 unvested RSUs, respectively. These amounts include RSUs credited as dividend equivalents on the underlying RSUs held by Mr. Cornwell, Mr. Costos, Ms. Rafferty, Mr. Ryan, Ms. Skaugen and Mr. Whitney in connection with dividends paid by the company to holders of its Class A common stock. Credited dividend equivalents are subject to the same terms and conditions as the underlying RSU. These amounts also include unvested performance RSUs held by Mr. Cornwell that have yet to achieve either the performance or service conditions.
Director Compensation for Fiscal Year 2023
| (2) Mr. Costos’ compensation for fiscal year 2023 reflects an election prior to fiscal year 2023 to change the proportion of stock and cash that comprised his compensation. |
Director Compensation for Fiscal Year 2023
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Director Compensation for Fiscal Year 2023
| Proposal 2: Advisory Resolution to Approve Executive Compensation |
Director Compensation for Fiscal Year 2023
| Board Recommendation | | The Board recommends that you vote “FOR” approval of the compensation of our Named Executive Officers. |
Roles of Our Compensation Committee, Compensation Consultant and Management
Roles of Our Compensation Committee, Compensation Consultant and Management
Benchmarking Process
Benchmarking Process In developing our compensation programs, our Compensation Committee commissions a compensation benchmarking analysis to ensure that our programs are competitive with those of other independent investment banks, including consideration of the cost of equivalent talent in the markets in which we operate. Our Compensation Committee reviews our Named Executive Officer compensation in relation to other financial institutions, working with Willis Towers Watson, which provides market data and practices for consideration, as well as executive compensation trends and developments. One of the challenges for our company when establishing its peer group is the limited number of directly comparable organizations. Part of the Compensation Committee’s overall review of the executive compensation program over the past several years has included developing underlying principles for identifying peers. These principles include operating in similar or comparable industry segments: investment banking, comparable in size and scope and competitors for talent. The full peer group of independent investment banking firms considered for the 2022 market data benchmarking set for the purposes of 2023 compensation decisions is Evercore Inc., Houlihan Lokey Inc., Jefferies Financial Group Inc., Lazard Ltd., Moelis & Company, Perella Weinberg Partners and Rothschild & Co. The most relevant public competitors considered within the independent investment bank benchmarking data for 2023 included:
Benchmarking Process
| Lazard Ltd Evercore Inc. Houlihan Lokey, Inc. | Moelis & Company Perella Weinberg Partners |
Benchmarking Process
For purposes of determining our overall level of executive compensation (i.e., base salary and annual incentive compensation), our Compensation Committee generally reviews compensation in light of peer group compensation ranges but does not limit target setting to a particular peer group percentile. Our Compensation Committee also takes into account other factors, including the executive’s role and experience, as compared to our peers’ executives. Ultimately, our Compensation Committee believes that appropriate compensation for a particular executive should be made based on the full review of company and individual performance, while also considering market data. Overall, as set forth below in “Elements of Our Compensation Program,” Willis Towers Watson determined that our executive compensation programs, as structured, are appropriately competitive relative to our peers.
Annual Incentive Compensation
Annual Incentive Compensation Named Executive Officers are eligible to receive discretionary compensation on an annual basis to incentivize the achievement of key short- and long-term corporate strategic goals. We do not set specific quantitative performance targets upon which the annual incentive compensation paid to our Named Executive Officers would become payable. Instead, the annual incentive compensation paid to our Named Executive Officers is determined based on a performance evaluation conducted by our Compensation Committee with the assistance of Mr. Taubman (other than with respect to compensation to be paid to Mr. Taubman) and our Chief Human Resources Officer. A portion of the annual incentive compensation is paid in cash and a portion is paid in the form of long-term incentive awards granted in the form of restricted equity.
Annual Incentive Compensation for Ms. Lee, Ms. Meates and Mr. Travin
Annual Incentive Compensation for Ms. Lee, Ms. Meates and Mr. Travin The evaluation with respect to the annual incentive compensation paid to Ms. Lee, Ms. Meates and Mr. Travin for the 2023 performance year involved an analysis of both: (i) company-wide performance and (ii) the performance of the individual officer and his or her contributions to the company, including consideration of role-specific goals previously agreed to by the Compensation Committee.
Cash Bonus
Cash Bonus The portion of each Named Executive Officer’s 2023 annual incentive compensation paid in the form of cash was as follows: Ms. Lee — $1,859,700; Ms. Meates — $1,434,100; and Mr. Travin — $1,083,500. Mr. Taubman has not received any cash compensation in excess of base salary since the company’s inception.
Long-Term Incentive Awards
Long-Term Incentive Awards The Compensation Committee believes that a substantial portion of each Named Executive Officer’s annual incentive compensation should be in the form of long-term incentive awards in the form of either LTIP Units or RSUs. Determination of the form of long-term incentive awards takes into consideration the significant equity holdings our Named Executive Officers maintain, which in each case were acquired through a combination of grants made at the company’s spin-off, performance-based awards and open market purchases. Long-term incentive awards encourage management to create shareholder value over the long term, because the value of the equity awards is directly attributable to the price of our Class A common stock over time. In addition, equity awards are an effective tool for management retention because full vesting of the awards generally requires continued employment for multiple years. Long-term incentive awards for performance year 2023 were granted in 2024 to Ms. Lee, Ms. Meates and Mr. Travin in the form of restricted stock units, which vest in equal thirds following the second, third and fourth year from the grant date . The portion of each of Ms. Lee’s, Ms. Meates’ and Mr. Travin’s 2023 annual incentive compensation paid in the form of restricted stock units was as follows: Ms. Lee—$1,640,300; Ms. Meates—$1,065,900; and Mr. Travin—$666,500. As these restricted stock units were granted in 2024, pursuant to the rules of the SEC, the grant date fair value of these restricted stock unit awards will be reflected in the “Stock Awards” column in the “Summary Compensation Table” for 2024.
Alternative Presentation of Annual Compensation
Alternative Presentation of Annual Compensation The following table is presented to show how our Compensation Committee viewed 2021 to 2023 annual compensation for our Named Executive Officers and includes base salary as well as cash bonus and long-term incentive awards as part of annual incentive compensation. This table differs from the “Summary Compensation Table” below and is not a substitute for that table. Unlike the “Summary Compensation Table,” which reflects the grant date fair value of long-term incentive awards granted during the applicable calendar year (whether or not such awards were granted with respect to the performance for such year), the following table reflects the dollar amounts of the annual incentive compensation paid in the form of RSUs, LTIPs and Performance LTIPs with respect to each specific performance year (e.g., for 2023, the dollar amount of the RSUs that were granted in 2024 with respect to 2023 performance). In addition, this table includes the grant value of that portion of the one-time grant of 60,000 LTIP Units awarded to Mr. Taubman in September 2018 for the period from January 1, 2021 to September 30, 2021 with respect to performance year 2021, as this award was intended by the Compensation Committee to serve as additional compensation for the three-year period from October 1, 2018 to October 1, 2021.
Alternative Presentation of Annual Compensation
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Total | | Paul J. Taubman Chairman and CEO | 2023 | $1,000,000 | — | — | $1,000,000 | | | 2022 | $1,000,000 | — | — | $1,000,000 | | | 2021 | $1,000,000 | — | $799,500 | $1,799,500 | | Ji-Yeun Lee Managing Partner | 2023 | $1,000,000 | $1,847,700 | $1,640,300 | $4,488,000 | | | 2022 | $1,000,000 | $1,852,500 | $1,647,500 | $4,500,000 | | | 2021 | $1,000,000 | $1,867,500 | $1,632,500 | $4,500,000 | | Helen T. Meates Chief Financial Officer | 2023 | $1,000,000 | $1,422,100 | $1,065,900 | $3,488,000 | | | 2022 | $500,000 | $1,652,500 | $1,347,500 | $3,500,000 | | | 2021 | $500,000 | $4,667,500 | $1,332,500 | $6,500,000 | | David A. Travin General Counsel | 2023 | $500,000 | $1,071,500 | $666,500 | $2,238,000 | | | 2022 | $500,000 | $1,027,500 | $622,500 | $2,150,000 | | | 2021 | $500,000 | $725,000 | $525,000 | $1,750,000 |
Summary Compensation Table
Summary Compensation Table The following table summarizes the total compensation paid to or earned in respect of fiscal years 2021, 2022 and 2023 for Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin, each under the rules of the SEC.
Summary Compensation Table
| Name and Principal | Year | Salary | Bonus(1) | Stock Awards(2)(3) | Other(3) | Total | | Paul J. Taubman Chairman and CEO | 2023 | $1,000,000 | — | — | $29,620 | $1,029,620 | | | 2022 | $1,000,000 | — | $39,100,000 | $16,595 | $40,116,595 | | | 2021 | $1,000,000 | — | — | $15,000 | $1,015,000 | | Ji-Yeun Lee Managing Partner | 2023 | $1,000,000 | $1,847,700 | $1,653,164 | $29,620 | $4,530,484 | | | 2022 | $1,000,000 | $1,852,500 | $1,971,031 | $16,595 | $4,840,126 | | | 2021 | $1,000,000 | $1,867,500 | $1,649,703 | $15,000 | $4,532,203 | | Helen T. Meates Chief Financial Officer | 2023 | $1,000,000 | $1,422,500 | $1,352,121 | $29,620 | $3,804,241 | | | 2022 | $500,000 | $1,652,500 | $1,608,809 | $16,595 | $3,777,904 | | | 2021 | $500,000 | $4,667,500 | $1,346,550 | $15,000 | $6,529,050 | | David A. Travin General Counsel | 2023 | $500,000 | $1,071,500 | $624,613 | $29,620 | $2,225,733 | | | 2022 | $500,000 | $1,027,500 | $633,889 | $16,570 | $2,177,959 | | | 2021 | $500,000 | $725,000 | $138,720 | $15,000 | $1,378,720 |
Summary Compensation Table
| (1) 2023 bonus amounts represent the cash component of the annual incentive compensation earned for 2023 performance and paid in the following year. In the case of Ms. Lee, Ms. Meates and Mr. Travin, the remainder of the 2023 performance year annual incentive compensation was paid in the form of RSUs, as discussed above in “Elements of Our Compensation Program—Annual Incentive Compensation—Long-Term Incentive Awards.” As these RSUs were granted in 2024, pursuant to the rules of the SEC, the stock awards reported for 2023 for Ms. Lee, Ms. Meates and Mr. Travin do not include their respective portion of the annual incentive compensation that was paid in RSUs. The amounts paid in the form of RSUs for performance year 2023 are as follows: Ms. Lee—$1,640,300; Ms. Meates—$1,065,900; and Mr. Travin—$666,500. |
Summary Compensation Table
| (2) The amounts included in this column represent the aggregate grant date fair value of the equity awards computed in accordance with ASC Topic 718. A discussion of the assumptions used in calculating these values can be found in Note 10 to our 2023 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. For 2022, the value represents Performance LTIPs granted on February 10, 2022 to Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin. Consistent with granting these long-term Performance LTPIs the company does not currently anticipate paying Mr. Taubman any further equity incentive compensation through the end of 2026. In the case of Mr. Lee, Ms. Meates and Mr. Travin these awards appertain to the 2021 performance year. Performance LTIPs are subject to both service and performance conditions. Performance LTIPs satisfy the time-vesting requirement over a five-year period, with 20% of the service condition met per year commencing on March 1, 2023. The performance condition for the Performance LTIPs will be deemed satisfied to the extent that the company’s Class A common stock achieves the designated dividend-adjusted per-share prices ranging from $100 to $130. The number of Performance LTIPs for which the performance condition has been met will be determined (i) on a quarterly basis at the end of each fiscal quarter to occur after the grant date and (ii) as of and for the period ended on February 28, 2027 (the “End Date”), based on the highest 20-day VWAP to have been achieved at any time starting on the grant date and ending on the applicable quarter-end measurement date, throuh the End Date. If, as of any measurement date, the highest 20-day VWAP is between $100 and $130, then the percentage of the total Performance LTIPs that will become Earned Performance LTIPs as of such time shall be determined by linear interpolation between 50% and 100%. The number of Performance LTIPs reported reflects the total number of units granted even though the performance period will not end until February 28, 2027 and vesting is contingent on meeting volume-weighted average share price targets. Therefore, there is no assurance that any portion of these units will be earned. Given that the Performance LTIPs vest according to service and market conditions, they have no maximum grant date fair values that differ from the grant date fair values presented in the table. |
Summary Compensation Table
| (3) We make available to our partners, including our Named Executive Officers, financial planning services on an annual basis paid for by the company. In 2023, each of our Named Executive Officers used this service. The amount includes charitable contributions made by the company to charitable organizations selected by Named Executive Officers pursuant to the Partners Giving Program described above in the section titled, “Employee Benefits; Perquisites.” Named Executive Officers do not receive any direct financial benefit from the Partners Giving Program because the charitable deductions accrue solely to the company. In addition, we make available to our CEO and on occasion by exception, to other partners, including our Named Executive Officers, personal use of a company leased aircraft when it is not being used for business purposes, for which the company is reimbursed the full incremental costs associated with such use. |
Summary Compensation Table
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Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 The following table discloses the number of plan-based awards granted in 2023 to our Named Executive Officers and the grant date fair value of these awards.
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The following table sets forth certain information regarding equity awards that vested in 2023 for our Named Executive Officers.
2023 Option Exercises and Stock Vested
| | Stock or Unit Awards | | | Name | Number of Shares or Units Acquired on Vesting(1) (#) | Value Realized on Vesting(2) | | Paul J. Taubman | 100,000 | $10,306,000 | | Ji-Yeun Lee | 24,716 | $2,071,489 | | Helen T. Meates | 18,031 | $1,521,733 | | David A. Travin | 3,427 | $309,493 |
2023 Option Exercises and Stock Vested
| (1) Represents the aggregate number of RSUs, LTIPs and Performance LTIPs to Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin, that vested in 2023. During the year ended December 31, 2023, a portion of Performance LTIP Units vested on the basis of achieving the first performance hurdle of a 20-day VWAP in excess of $100 and having satisfied the first service condition of the award. |
2023 Option Exercises and Stock Vested
| (2) The value realized on vesting of the equity awards is the product of (a) the closing price on the NYSE of a share of our Class A common stock on the vesting date (or, if the vesting date was not a trading day, the immediately preceding trading day), multiplied by (b) the number of equity awards vested. |
2023 Option Exercises and Stock Vested
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Potential Payments upon Termination of Employment or Change in Control
Potential Payments upon Termination of Employment or Change in Control Other than with respect to the potential continued or accelerated vesting of outstanding equity awards that each of our Named Executive Officers may be entitled to in connection with certain terminations of employment or a change in control, our Named Executive Officers are not entitled to any additional payments or benefits following a change in control or upon termination of employment, and are only entitled to payments and benefits that are available generally on a non-discriminatory basis to all salaried employees, such as continuation of health care benefits through the end of the month of the termination of employment.
CEO Pay Ratio
CEO Pay Ratio Presented below is the ratio of annual total compensation of Mr. Taubman, our CEO, to the median annual total compensation for all our employees (other than our CEO) as of December 31, 2023 (the “CEO Pay Ratio”). We believe the pay ratio included below is a reasonable estimate determined under relevant SEC rules. However, due to the flexibility afforded by Item 402(u) of Regulation S-K in calculating the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies. For 2023, the annual total compensation of our median employee, the annual total compensation of our CEO, pursuant to the methodology described below and in accordance with the requirements for determining total compensation in the Summary Compensation Table, and the resulting pay ratio are shown in the table below:
CEO Pay Ratio
| | 2023 Annual Total Compensation | | CEO | $1,029,620 | | Median Employee | $437,000 | | CEO Pay Ratio | 2:1 |
CEO Pay Ratio
If the 2023 annual compensation for Mr. Taubman was calculated based on the methodology applied in the table under “Compensation of Our Executive Officers — Elements of Our Compensation Program — Alternative Presentation of Annual Compensation,” which is reflective of compensation related to the 2023 performance year, the total annual compensation for Mr. Taubman for 2023 would be $1,000,000, resulting in a ratio of the annual total compensation of Mr. Taubman to the annual total compensation of our median employee of approximately 2 to 1. We identified our median employee using our partner and employee population, excluding Mr. Taubman, as of December 31, 2021. To identify our median employee, we used:
CEO Pay Ratio
| (1) base salary, |
CEO Pay Ratio
| (2) cash bonus awarded in respect of such year’s performance, and |
CEO Pay Ratio
| (3) long-term incentives awarded in respect of such year’s performance. |
CEO Pay Ratio
We believe this consistently applied compensation measure reasonably reflects annual compensation across our employee base. This methodology was also applied to compensation reflected for our Named Executive Officers in the table under “Compensation of Our Executive Officers — Elements of Our Compensation Program — Alternative Presentation of Annual Compensation” and represents compensation in the manner considered by our Compensation Committee for determining annual compensation.
CEO Pay Ratio
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Pay versus Performance
Pay versus Performance The Compensation Discussion and Analysis section of this Proxy Statement sets forth the financial and other factors considered by the Compensation Committee when reviewing and setting the compensation of our CEO and other Named Executive Officers (“non-CEO NEOs”) for the 2023 performance year. Our executive compensation program considers company-wide financial measures to ensure alignment with shareholders, in addition to goals targeted to each of the Named Executive Officers. We seek to ensure that each Named Executive Officer has goals that are tied to tangible measures of business success as well as those that are focused on leadership and talent development. Rewards for our Executive Officers are structured to ensure a focus on the long-term success of the company. This is typically achieved by granting a significant portion of annual incentives in the form of restricted stock awards that vest over four years. As required by Item 402(v) (the “Rule”) of Regulation S-K, the following sets forth information regarding compensation of our CEO and our non-CEO NEOs. In accordance with the Rule, the table below and the discussion that follows includes an amount referred to as “compensation actually paid” as defined in Item 402(v)(2)(iii). The calculation of this amount includes, among other things, the revaluation of unvested and outstanding equity awards. In accordance with the Rule, the revaluation of stock and option awards includes, as applicable:
Pay versus Performance
| > | the year-end fair value of the awards granted in the covered fiscal year (e.g., 2023) that are outstanding and unvested as of the end of the covered fiscal year; |
Pay versus Performance
| > | the change in fair value from the end of the prior fiscal year (e.g., 2023) to the end of the covered fiscal year with respect to any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; |
Pay versus Performance
| > | the fair value, as of the vesting date, of any awards that were granted and vested in the same covered year; and |
Pay versus Performance
| > | the change in fair value from the end of the prior fiscal year to the vesting date or forfeiture date with respect to any awards granted in prior years that vested or failed to vest, as applicable, in the covered fiscal year. Stock awards include the dollar amount of accrued dividend equivalents, if applicable. |
Pay versus Performance
Importantly, as of the valuation dates in the table, none of the amounts included in “compensation actually paid” for our CEO and non-CEO NEOs relating to performance share awards have been paid to our CEO or non-CEO NEOs. The amounts actually received will depend upon the company’s stock price at point of vesting, including in the case of performance shares, whether the requisite performance hurdles and service requirements are met. Compensation actually paid to our CEO includes valuations in respect of awards granted at the spin-off, with such units earned as a result of the company achieving certain share price thresholds. Specifically, 98% of the 2020 compensation actually paid value relates to the vesting of two tranches of Mr. Taubman’s performance Earn-Out award for which share price hurdles were achieved during the year, in aggregate equating to stock price appreciation of more than 300% from inception. The final tranche of Mr. Taubman's Earn-Out award failed to meet the share price hurdle within the required time frame, which would have required share price appreciation of 376% since inception. Accordingly, 2021 compensation actually paid includes value attributed to the forfeiture of this final tranche. For 2022, the values represent the Performance LTIP units granted to Mr. Taubman on February 10, 2022 that generally vest over a five-year period contingent on the achievement of significant performance hurdles and Mr. Taubman’s continued employment with the company for five years from grant. The company does not currently anticipate paying Mr. Taubman any further equity incentive compensation through the end of 2026. These Performance LTIP units are intended to reward performance on a multi-year basis and in a manner that is fully aligned with shareholders. For 2023, the values reflect a portion of Performance LTIP units that vested on the basis of achieving the first performance hurdle of a 20-day VWAP in excess of $100 and having satisfied the first service condition of the award.
Pay versus Performance
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Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(1)(3)(6) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(5)(6) | Value of Initial Fixed $100 Investment Based On(7): | | | | | | | | | | Total Shareholders Returns | Peer Group Total Shareholders Returns(8) | Net Income ($mm) | Share Price(9) | | 2023 | $1,029,620 | $38,447,620 | $3,520,153 | $5,848,229 | $243 | $133 | $146 | $101.87 | | 2022 | $40,116,595 | $53,986,595 | $3,598,663 | $3,982,497 | $173 | $118 | $165 | $73.69 | | 2021 | $1,015,000 | $(31,601,946) | $4,146,658 | $2,251,711 | $172 | $132 | $190 | $74.09 | | 2020 | $1,015,000 | $98,109,055 | $5,195,368 | $12,727,694 | $167 | $98 | $212 | $75.25 |
Pay versus Performance Table
| (1) Our CEO, Mr. Taubman, is our Principal Executive Officer (PEO). |
Pay versus Performance Table
| (2) The amounts included in this column are the total compensation amounts disclosed in the Summary Compensation Table for each of the years included. |
Pay versus Performance Table
| (3) Compensation actually paid was calculated in accordance with the rules outlined under Item 402(v)(2)(iii) of Regulation S-K. The following table outlines adjustments made to the amounts reported for Mr. Taubman in the Summary Compensation Table. Importantly, the amounts do not reflect the actual amount of compensation earned by, or paid to, Mr. Taubman during the applicable year. |
Pay versus Performance Table
| Year | Grant Date Fair Value of Equity Awards Granted in the Year(a) | Change in Pension Value Deduction(b) | Pension Service Cost Addition(b) | Prior Pension Service Cost Addition(b) | Stock and Option Awards Adjustment(c) | Total Adjustments | | 2023 | — | — | — | — | $37,418,000 | $37,418,000 | | 2022 | $(39,100,000) | — | — | — | $52,970,000 | $13,870,000 | | 2021 | — | — | — | — | $(32,616,946) | $(32,616,946) | | 2020 | — | — | — | — | $97,094,055 | $97,094,055 |
Pay versus Performance Table
| (a) The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. These values are subtracted for the purposes of the Pay versus Performance calculation per the rules outlined under the Rule. |
Pay versus Performance Table
| (b) Our CEO does not participate in any company pension plans, therefore compensation adjustment represented is zero. |
Pay versus Performance Table
| (c) For each covered year, the amounts added or deducted in calculated stock and option award adjustments include: |
Pay versus Performance Table
| Year | Year End Fair Value of Equity Awards Granted during the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Stock and Option Awards Adjustment | | 2023 | — | $32,409,000 | — | $5,009,000 | — | — | $37,418,000 | | 2022 | $52,970,000 | — | — | — | — | — | $52,970,000 | | 2021 | — | — | — | $72,954 | $(32,689,900) | — | $(32,616,946) | | 2020 | — | $28,841,015 | — | $68,253,040 | — | — | $97,094,055 |
Pay versus Performance Table
| (4) The amounts included in this column represent the average of the total compensation amounts disclosed in the Summary Compensation Table to Ms. Lee, Ms. Meates and Mr. Travin for fiscal years 2023, 2022 and 2021. |
Pay versus Performance Table
| (5) Average compensation actually paid for our non-CEO NEOs was calculated in accordance with the rules outlined under Item 402(v)(2)(iii) of Regulation S-K. The following adjustments were made to the amounts reported in the Summary Compensation Table for our non-CEO NEOs. Importantly, the amounts do not reflect the actual average amount of compensation earned by, or paid to, our other Named Executive Officers as a group during the applicable year. |
Pay versus Performance Table
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Pay versus Performance Table
| Year | Grant Date Fair Value of Equity Awards Granted In the Year(a) | Change in Pension Value Deduction(b) | Pension Service Cost Addition(b) | Prior Pension Service Cost Addition(b) | Stock and Option Awards Adjustment(c) | Total Adjustments | | 2023 | $(1,209,966) | — | — | — | $3,538,042 | $2,328,076 | | 2022 | $(1,404,576) | — | — | — | $1,788,410 | $383,834 | | 2021 | $(1,044,991) | — | — | — | $(849,956) | $(1,894,947) | | 2020 | $(1,225,368) | — | — | — | $8,757,694 | $7,532,326 |
Pay versus Performance Table
| (a) The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. These values are subtracted for the purposes of the Pay versus Performance calculation per the rules outlined under the Rule. |
Pay versus Performance Table
| (b) Our non-CEO NEOs do not participate in any company pension plans, therefore compensation adjustment represented is zero. |
Pay versus Performance Table
| (c) For each covered year, the amounts added or deducted in calculated stock and option award adjustments include: |
Pay versus Performance Table
| Year | Year End Fair Value of Equity Awards Granted during the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested In the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Stock and Option Awards Adjustment | | 2023 | $1,600,042 | $1,501,018 | — | $436,982 | — | — | $3,538,042 | | 2022 | $1,902,824 | $14,469 | — | $(128,883) | — | — | $1,788,410 | | 2021 | $1,096,990 | $34,214 | — | $(105,511) | $(1,875,650) | — | $(849,956) | | 2020 | $1,744,377 | $2,555,994 | — | $4,457,323 | — | — | $8,757,694 |
Pay versus Performance Table
| (6) When calculating amounts of “compensation actually paid” for purposes of this table: |
Pay versus Performance Table
| (i) The fair value of RSU and LTIP unit awards was estimated as of the relevant valuation date in accordance with ASC Topic 718. |
Pay versus Performance Table
| (ii) The fair value of performance awards was estimated at each valuation date using a Monte Carlo simulation and the key assumptions as described in Note 10 to our financial statements for the fiscal year ended December 31, 2023 included in the company’s Annual Report on Form 10-K filed with the SEC. The assumptions used were not materially changed from those described in Note 10 but were updated at each valuation date to reflect the then-current value of each variable. |
Pay versus Performance Table
| (7) Total shareholder return, including reinvestment of dividends, as calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2020 (the last trading day of 2020) through and including the end of the fiscal year for each year reported in the table as required by the Rule. |
Pay versus Performance Table
| (8) Total shareholder return for S&P 500 Financials Index. |
Pay versus Performance Table
| (9) For purposes of the Rule, we have identified Share Price as our company-Selected Metric, based on the PJT Partners share price as at the last trading day of each year. Although Share Price is one important financial performance measure, among others, that the Compensation Committee considers when making compensation decisions with the intent of aligning compensation with company performance, the Compensation Committee has not historically and does not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Compensation Committee does not actually use any financial performance measure specifically to link executive compensation “actually paid” to company performance. |