DEF 14A of Evercore Inc., Apr 26, 2024

DEF 14A of Evercore Inc.

Filed Apr 26, 2024 · FY20230001193125-24-118290

Open on EDGAR

  1. Returned $523.5 million to shareholders during 2023 through dividends and share/LP unit repurchases*

    | ✓ | A substantial portion of director compensation is paid in equity. |

  2. What happens if a nominee for director declines or is unable to accept election?

    What happens if a nominee for director declines or is unable to accept election? If you vote in the manner described in the Notice or by signing the proxy card or voting instruction card, and if unforeseen circumstances make it necessary for our Board to substitute another person for a nominee, the proxies named in the proxy card or voting instruction card will vote your shares for that other person.

  3. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS Our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws provide that our Board will consist of that number of directors determined from time to time by our Board. Acting upon the recommendation of its Nominating and Corporate Governance Committee, our Board has nominated 10 persons identified herein for election as directors, all of whom are directors currently, to hold office until the 2025 Annual Meeting or until the election and qualification of their successors. Our nominees include 8 independent directors. Richard I. Beattie will be retiring from the Board at this year’s Annual Meeting.

  4. PROPOSAL 1—ELECTION OF DIRECTORS

    | Nominees |

  5. PROPOSAL 1—ELECTION OF DIRECTORS

    Set forth below are the names of the nominees for election as our directors; their ages and principal occupations as of April 19, 2024; and their biographical information.

  6. PROPOSAL 1—ELECTION OF DIRECTORS

    | Name | Age | Position | Director Since | | Roger C. Altman | 78 | Founder, Senior Chairman and Director | 2006 | | Pamela G. Carlton | 69 | Director | 2019 | | Ellen V. Futter | 74 | Director | 2018 | | Gail B. Harris | 71 | Director | 2006 | | Robert B. Millard | 73 | Director | 2012 | | Willard J. Overlock, Jr. | 78 | Director | 2014 | | Sir Simon M. Robertson | 83 | Director | 2017 | | John S. Weinberg | 67 | Chairman of the Board and CEO | 2016 | | William J. Wheeler | 62 | Director | 2015 | | Sarah K. Williamson | 60 | Director | 2018 |

  7. PROPOSAL 1—ELECTION OF DIRECTORS

    Roger C. Altman, is Founder and Senior Chairman of Evercore. Mr. Altman began his investment banking career at Lehman Brothers, advancing to general partner in 1974. He was then nominated by President Carter and confirmed by the Senate as Assistant Secretary of the U.S. Treasury, serving in that position for four years. Mr. Altman subsequently returned to Lehman, where he later became co-head of overall investment banking as well as a member of the management committee and board. He remained in those positions until Lehman was sold. In 1987, Mr. Altman joined The Blackstone Group as vice chairman, head of advisory business, and investment committee member. Mr. Altman was then nominated by President Clinton and again confirmed by the Senate as Deputy Secretary of the U.S. Treasury. He served in that position for two years. Then in 1995, he formed Evercore. He is a trustee of MIT, New York-Presbyterian Hospital and New Visions for Public Schools and a member of the Council on Foreign Relations. He earned an A.B. from Georgetown University and an MBA from the University of Chicago. Pamela G. Carlton was appointed to our Board on October 22, 2019. After 22 years as an investment banker on Wall Street, Ms. Carlton launched Springboard – Partners in Cross Cultural Leadership, LLC, where she has been President since 2003. Ms. Carlton retired as a Managing Director and Associate Director of U.S. Equity Research at JPMorgan Chase in May 2003, having also served as Director of U.S. Equity Research for Chase Asset Management from 1996 to 1999. Prior to JPMorgan Chase, Ms. Carlton was an investment banker with Morgan Stanley for 14 years in corporate finance and capital markets. While at Morgan Stanley, she was also Co-Director of U.S. and Latin America Equity Research. Ms. Carlton began her career as a corporate attorney at Cleary Gottlieb Steen & Hamilton. Ms. Carlton also serves on the following Boards: Columbia Threadneedle Investments funds board (which includes Tri-Continental Corporation and Columbia Seligman Premium Technology Growth closed-end funds, and Columbia Seligman Semiconductor and Technology ETF) where she is the Chair of the Board; Apollo Commercial Real Estate Finance, Inc. where she chairs the Nominating and Corporate Governance Committee; DR Bank, where she chairs the Audit Committee; and New York Presbyterian Hospital. Ms Carlton is a member of the Women’s Forum of New York. She has served on the Board of Visitors of Yale School of Management, the Board of Visitors of Yale Law School, and the Board of Trustees of Williams College. Ms. Carlton earned a B.A. from Williams College and was elected President of the Williams College Phi Beta Kappa Society. She earned a J.D. from Yale Law School and an MBA from Yale School of Management. Ellen V. Futter served as the President of the American Museum of Natural History from November 1993 through March 15, 2023, when she was elected President Emerita. She also is currently the Interim President of the Markle Foundation and Senior Advisor to the Boston Consulting Group. Previously, Ms. Futter served as the President of Barnard College and prior to that was a corporate attorney at the law firm of Milbank (formerly known as Milbank, Tweed, Hadley & McCloy). She also previously served as the Chairman of the Federal Reserve Bank of New York. Ms. Futter is a trustee of Consolidated Edison Company of New York, Inc. and a director of Consolidated Edison, Inc., and is also a member of Consolidated Edison’s board’s Executive Committee and its Safety Environment, Operations and Sustainability Committee. Ms. Futter is also a Trustee of the Brookings Institution, where she chairs the Nominations and Governance Committee and is a member of the Brookings Institution’s board’s Executive Committee, a Governing Trustee at the Memorial Sloan-Kettering Cancer Center, where she serves as a member of the Joint Nominating and Governance Committee and a Trustee of the Gerstner Sloan Kettering Graduate School and is a Trustee of the Cold Spring Harbor Laboratory, where she serves on the Nominating, Education, and Compensation Review and Advisory Committees, and is an ex officio Director of New York City Tourism and Conventions. Ms. Futter graduated Phi Beta Kappa, magna cum laude, from Barnard College and earned her J.D. from Columbia Law School. Gail B. Harris is our Lead Director and serves as Chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee. Ms. Harris was also on the Board of Seacor Holdings Inc., where she served on the Audit Committee and Nominating and Corporate Governance Committee, and on the Board of Cigna Life Insurance Company of New York, where she was the Lead Director and Chair of the Outside Directors/Audit Committee. In addition, Ms. Harris serves on the boards of several private companies. Ms. Harris is the Chair of the Dean’s Advisory Council of Stanford Law School and is a member of the Advisory Council of the Freeman Spogli Institute for International Studies at Stanford University. She is also a member of the Council on Foreign Relations. Ms. Harris previously served as a trustee on the Stanford University Board of Trustees, where she chaired the Special Committee on Investment Responsibility, and was a member of the Finance and Audit Committees. Ms. Harris is President Emeritus and a current member of the Board of New York Cares, the largest non-profit for volunteering in New York City. She began her legal career at Simpson Thacher & Bartlett LLP in 1977 and was a partner in the Corporate Department from 1984 to 1998. She was Of Counsel to Simpson Thacher through June 2011. Ms. Harris has extensive experience in advising boards of directors, and representing clients on general corporate and securities work, joint ventures, partnerships, acquisitions and dispositions. Ms. Harris received an A.B. with distinction from Stanford University and a J.D. from Stanford Law School. Robert B. Millard formerly served as Chairman of the MIT Corporation, and served on its Executive Committee, until October 2020. Mr. Millard was also formerly a member of the MIT Investment Management Company endowment board. Prior to becoming Chairman of MIT, Mr. Millard served as the Chairman of Realm Partners LLC from 2009 to 2014 and held various senior roles, including Managing Director, at Lehman Brothers and its predecessors from 1976 to 2008. Mr. Millard is the Lead Independent Director of the Board of Directors and Chair of the Compensation and Executive Committees of L-3 Communications Corporation. He also served as a director of Weatherford International Inc. until February 2012 and director of GulfMark Offshore Inc. until July 2013. He is a current member of the Council on Foreign Relations and serves on its Finance and Budget Committee. Mr. Millard has an MBA from the Harvard Business School and an S.B. from MIT. Willard J. Overlock, Jr. retired in 1996 from a career in investment banking. Mr. Overlock is a trustee emeritus of Rockefeller University and a Special Partner at Cue Ball Capital. Until recently, Mr. Overlock served as a member of the Board of Directors of Becton, Dickinson and Company and chairman of The Albert and Mary Lasker Foundation. He holds an M.B.A. from Columbia Business School and a B.A. from the University of North Carolina.

  8. PROPOSAL 1—ELECTION OF DIRECTORS

    Sir Simon M. Robertson founded Simon Robertson Associates LLP, offering independent and trusted corporate finance advice to a limited number of major international companies, and has led the firm since its founding in 2005. Prior to founding his own firm, he was a Managing Director and President of Goldman Sachs Europe Limited from 1997 until he retired in 2005. Before joining Goldman Sachs, Sir Simon served various roles at the Kleinwort Benson Group. He joined the Kleinwort Benson Group in 1963, working in most of the businesses of the Kleinwort Benson Group before joining the Corporate Finance Division in 1968. He became Chairman of Kleinwort Benson Group Plc in 1996 and resigned from the Group in 1997. Sir Simon is a director of several private companies, including Byhiras Group and Immodulon Therapeutics. He has served on the boards of numerous public and private entities in the past, including as Chairman of Rolls-Royce Holdings plc (2005-2013), on the board of Berry Bros & Rudd Ltd (1998-2018), on the board of The Economist Newspaper Ltd. (2005-2017) and on the board of HSBC Holdings plc (2006-2016), where he was Senior Independent Director (2007-2015) and Deputy Chairman (2010-2016) and on the board of Troy Asset Management Limited (2012-2024). In 2015 he joined the International Advisory Board of Brown Advisory, from which he retired in November 2021. He is a Visiting Professor at King’s College London (Department of Political Economy). He is also a member of the Supervisory Board of LOV Group Invest, an Ambassador of the Winston Churchill Memorial Trust and President of the Légion d’Honneur UK Chapter Limited from which he retired in January 2022. He is now Emeritus President of the Légion d’Honneur UK Chapter Limited. Sir Simon was knighted for services to Business in the Queen’s Birthday Honours list in 2010. He also became an “Officier” of the “Ordre des Arts et des Lettres” in 2011 and “Officier” de la Légion d’Honneur in 2014. John S. Weinberg has served as Chairman of the Board and CEO of Evercore since February 25, 2022. Prior to February 2022, Mr. Weinberg served as Co-Chairman of the Board and Co-CEO since July 2020, and as Chairman of the Board and Executive Chairman from November 2016 until July 2020. Prior to joining Evercore, Mr. Weinberg was Vice Chairman of Goldman Sachs Group from 2006 to 2015, was Co-Head of Global Investment Banking from 2002 until 2015 and served on its Management Committee from 2002 to 2015. Mr. Weinberg joined Goldman Sachs in 1983 as an Associate and was promoted to Partner in 1992. Mr. Weinberg is a board member of Ford Motor Company, New York-Presbyterian Hospital and the Cystic Fibrosis Foundation. Mr. Weinberg received a B.A. from Princeton University in 1979 and in 1983 earned an M.B.A. from Harvard Business School. William J. Wheeler is Vice Chairman of Athene Holding Ltd. Previously he served as President of Athene from 2015 to 2022. Prior to joining Athene, Mr. Wheeler was President of the Americas group for MetLife Inc., where he oversaw the insurance and retirement business in the United States and Latin America. Previously, Mr. Wheeler had been Executive Vice President and Chief Financial Officer at MetLife. Prior to joining MetLife, Mr. Wheeler was an investment banker at Donaldson, Lufkin & Jenrette. Mr. Wheeler has an A.B. from Wabash College, where he is now a member of the board of trustees, and an MBA from Harvard Business School. He also serves on the boards of Venerable Holdings Inc. and the American Council of Life Insurers. Sarah K. Williamson has served as the Chief Executive Officer of FCLTGlobal, a not-for-profit organization dedicated to encouraging long-term behaviors in business and investment decision making, since July 2016. Ms. Williamson previously spent over 21 years at Wellington Management Company LLP, where she was most recently a Partner and Director of Alternative Investments. During her tenure at Wellington, Ms. Williamson served on a number of firm boards and committees, including on the Trust Investment Committee, as the Chair of the Wellington Trust Company NA, and as the founding chair of the Diversity Committee. Ms. Williamson received her B.A. in economics, with honors, from Williams College in 1984 and earned an MBA, with distinction, from Harvard Business School in 1989.

  9. PROPOSAL 1—ELECTION OF DIRECTORS

    | Qualifications of Nominees Considered by the Board |

  10. PROPOSAL 1—ELECTION OF DIRECTORS

    When considering whether director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Nominating and Corporate Governance Committee and the Board focused primarily on the information discussed in each director’s individual biography set forth above and the qualifications described below.

  11. PROPOSAL 1—ELECTION OF DIRECTORS

    | • | With regard to Mr. Altman, the Board considered his position as a founder and his experience as CEO, his extensive knowledge of our industry and his investment banking and government experience prior to founding Evercore. |

  12. PROPOSAL 1—ELECTION OF DIRECTORS

    | • | With regard to Ms. Carlton, the Board considered her extensive investment banking, financial markets and equity research leadership experience, and her prominent role in advising organizations on inclusive leadership and diversity. The Board also considered Ms. Carlton’s service on other boards. |

  13. PROPOSAL 1—ELECTION OF DIRECTORS

    | • | With regard to Ms. Futter, the Board considered her management and operations experience leading major New York not-for-profit entities that provide services to the public, her legal and financial experience, as well as her prior service on other public company boards. |

  14. PROPOSAL 1—ELECTION OF DIRECTORS

    | • | With regard to Ms. Harris, the Board considered her legal experience representing investment banks and multinational companies on a wide range of business transactions and corporate governance matters, evaluating and forming complex legal structures and arrangements with respect to acquisitions, joint ventures and mergers, and her experience with boards. |

  15. PROPOSAL 1—ELECTION OF DIRECTORS

    | • | With regard to Mr. Millard, the Board considered his extensive investment and financial management experience, including his prior leadership experience as Chairman of MIT and his prior service as the managing partner of Realm Partners LLC, his experience serving on other boards, and his experience with financial and compensation matters. |

  16. PROPOSAL 1—ELECTION OF DIRECTORS

    | • | With regard to Mr. Overlock, the Board considered his extensive experience in investment banking and in managing financial institutions and his experience on other boards. |

  17. PROPOSAL 1—ELECTION OF DIRECTORS

    | • | With regard to Sir Simon Robertson, the Board considered his extensive investment banking and financial markets experience, and in particular, his international background, as well as his experience serving on other boards of financial and other companies. |

  18. PROPOSAL 1—ELECTION OF DIRECTORS

    | • | With regard to Mr. Weinberg, the Board considered his service as our Chairman of the Board and CEO, his leadership experience at Goldman Sachs, his relationships with a number of leading companies, his extensive knowledge of our industry and his investment banking experience. |

  19. PROPOSAL 1—ELECTION OF DIRECTORS

    | • | With regard to Mr. Wheeler, the Board considered his executive leadership experience and experience as chief financial officer at a large multinational public company and his experience with financial institutions and, in particular, insurance companies. |

  20. PROPOSAL 1—ELECTION OF DIRECTORS

    | • | With regard to Ms. Williamson, the Board considered her extensive experience in the investment management industry, as well as her management and leadership experience as CEO of a non-profit organization focused on sustainability and long-term investing, and her familiarity with institutional investors’ approach to company performance, sustainability and corporate governance. |

  21. PROPOSAL 1—ELECTION OF DIRECTORS

    | Board Recommendation |

  22. PROPOSAL 1—ELECTION OF DIRECTORS

    Our Board of Directors unanimously recommends a vote “FOR” the election of each of Roger C. Altman, Pamela G. Carlton, Ellen V. Futter, Gail B. Harris, Robert B. Millard, Willard J. Overlock, Jr., Sir Simon M. Robertson, John S. Weinberg, William J. Wheeler and Sarah K. Williamson, each of whom has also been recommended by our Nominating and Corporate Governance Committee, which is comprised exclusively of independent directors. Unless authority to vote for one or more of the nominees is specifically withheld or authority to vote against one or more of the nominees is given according to the instructions in your signed proxy card or Notice, the proxies named in the enclosed proxy card will be voted “FOR” the election of Messrs. Altman, Millard, Overlock, Weinberg, and Wheeler, Mses. Carlton, Futter, Harris and Williamson, and Sir Simon Robertson. Our Board does not contemplate that any of the nominees will be unable to serve as a director, but if that contingency should occur prior to the Annual Meeting, the persons named as proxies in the enclosed proxy card will have the right to vote for such substitute nominee or nominees as they, in their discretion, may determine.

  23. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our policy is to not pay director compensation to directors who are also our employees. The Board’s non-employee director compensation policies provide for non-management directors to receive a one-time award of RSUs with a value of $50,000 upon initial appointment to the Board, which delivers on the second anniversary of the grant date. For 2023, non-management directors also receive an annual retainer and RSU grant, with amounts outlined below.

  24. DIRECTOR COMPENSATION

    | | ($) | Key Payment and Vesting Features | | | | ✓Retainer payable 100% in cash or RSUs, or 50% in cash and 50% in RSUs, at director’s election. ✓Annual RSU grants deliver on the first anniversary of the grant date. ✓One-time RSU grants deliver on the second anniversary of the grant date. | | Annual Compensation: | | | | Retainer | 125,000 | | | RSU Grant | 125,000 | | | Committee Chairs | 30,000 | | | One-Time RSU Grant upon Joining the Board | 50,000 | |

  25. DIRECTOR COMPENSATION

    In 2022, our Board decided that effective as of the 2022 Annual Meeting of Stockholders, non-employee directors will receive an annual retainer of $125,000, and an annual RSU grant of $125,000. In addition, the Board decided Committee Chairs will receive an additional award of $30,000. The annual retainer is payable either 100% in cash or RSUs, or 50% in cash and 50% in RSUs, at the director’s option. The Board believes that our payment structure is consistent with the compensation practices of our peers and similarly situated companies. Other Compensation. Non-management directors are further reimbursed for travel and related expenses associated with attendance at Board or committee meetings, as well as expenses for continuing education programs related to their role as members of the Board. For administrative ease in dealing with our transfer agent and our stock plan administrator, equity awards that would otherwise result in fractional shares are rounded up to the nearest whole share. Details on 2023 RSU Grants. Each non-management director received, upon his or her re-election to the Board on June 15, 2023, an award of 1,069 RSUs with a value of approximately $125,000, based on the average of the high and low average share price during each day of the 10-trading-day period from June 1, 2023 through June 14, 2023, with the exception of Mr. Overlock and Ms. Williamson, who elected to receive their retainer 100% in RSUs rather than cash, and accordingly received an award of 2,137 RSUs with a value of approximately $250,000, based on the average of the high and low average share price during each day of the 10-trading-day period from June 1, 2023 through June 14, 2023. These RSUs will deliver on the first anniversary of the grant date. Equity Ownership Guideline: 3x Most Recent Annual Retainer. Our Board has also adopted equity ownership guidelines that require our non-management directors to own shares of Class A common stock, including RSUs awarded in connection with service on the Board, shares beneficially owned by his or her immediate family members residing in the same household and shares held in trust for the benefit of the director or his or her immediate family members, with a value equal to or greater than three times the director’s most recently paid annual retainer. Until a director meets the required ownership level, he or she must retain 100% of shares received upon delivery of RSUs (other than shares sold to satisfy tax obligations associated with vesting and delivery of shares) awarded in connection with service on the Board. Compliance with these guidelines may be waived, at the discretion of our Nominating and Corporate Governance Committee, if compliance would create severe hardship for a non-management director or prevent him or her from complying with a court order. It is expected that these instances will be rare and, in these cases, our Nominating and Corporate Governance Committee will develop alternative ownership guidelines that reflect the intent of these guidelines and the director’s personal circumstances. The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our non-management directors for services rendered to us during 2023.

  26. Director Compensation in 2023

    Director Compensation in 2023

  27. Director Compensation in 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Richard I. Beattie(2) | 125,000 | 131,989 | 256,989 | | Pamela G. Carlton | 125,000 | 131,989 | 256,989 | | Ellen V. Futter | 125,000 | 131,989 | 256,989 | | Gail B. Harris | 155,000 | 131,989 | 286,989 | | Robert B. Millard | 155,000 | 131,989 | 286,989 | | Willard J. Overlock, Jr(3). | 125,000 | 131,989 | 256,989 | | Sir Simon M. Robertson | 125,000 | 131,989 | 256,989 | | William J. Wheeler | 155,000 | 131,989 | 286,989 | | Sarah K. Williamson(3) | 125,000 | 131,989 | 256,989 |

  28. Director Compensation in 2023

    | (1) The amounts reflected in the Stock Awards column represent the grant date fair value of the awards made during 2023, as computed in accordance with FASB ASC Topic 718. The grant date fair value of the awards reflected in the table above is based on the average of the high and low trading price of the Class A common stock on the date of grant, which would be June 15, 2023 ($123.47) for the annual RSUs award granted to all directors. For non-management directors, the grant date fair value of the annual RSU awards differs from $125,000 because the number of RSUs granted to directors was determined based on the average of the high and low average share price during each day of the 10-trading-day period from June 1, 2023 through June 14, 2023 ($117.02). As of December 31, 2023, each of the directors listed above held 1,069 vested RSUs, which deliver on June 15, 2024, with the exception of Mr. Overlock and Ms. Williamson, who hold 2,137 vested RSUs which deliver, as applicable, on June 15, 2024 due to their election to receive their retainer 100% in common stock rather than cash, as described in footnote 2 below. |

  29. Director Compensation in 2023

    | (2) Mr. Beattie will be retiring from the Board at the 2024 Annual Meeting. |

  30. Director Compensation in 2023

    | (3) Mr. Overlock and Ms. Williamson elected to receiver their cash retainer 100% in common stock rather than cash, and therefore did not receive the cash payment shown in the table above, but received a total of 2,137 vested RSUs, based on the average of the high and low average share price during each day of the 10-trading-day period from June 1, 2023 through June 14, 2023 ($117.02). |

  31. Our TSR continues to demonstrate the long-term positive growth in our share price*

    Our TSR continues to demonstrate the long-term positive growth in our share price* *. The Stock Performance graph and related table compares the performance of an investment in our Class A common stock from December 31, 2018 through December 31, 2023, with the S&P 500 Index, the S&P Financial Index, and the peer average index. The graph assumes $100 was invested at the opening of business on December 31, 2018 in each of our Class A common stock, the S&P 500 Index, the S&P Financial Index, and the peer average index. It also assumes that dividends were reinvested on the date of payment without payment of any commissions. The performance shown in the graph represents past performance and should not be considered an indication of future performance. Equal weighted index methodology. Peer average includes Houlihan Lokey, Lazard, Moelis & Company, PJT Partners, and Perella Weinberg Partners.

  32. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | Returning Significant Capital to Our Shareholders |

  33. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | We returned $523.5 million of capital to shareholders during the year through dividends and equity repurchases. |

  34. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | We have carefully managed and offset the dilutive effect of RSUs granted for incentive awards and new hire or replacement awards on a cumulative basis over the past five years. |

  35. Our TSR continues to demonstrate the long-term positive growth in our share price*

    The past year continued to present a challenging operating environment. Despite these challenges, we continued to effectively serve our clients while strengthening our franchise by investing in and diversifying our business, allowing us to achieve solid Net Revenues, Net Income, EPS, and Operating Margin taking into account the prevailing market conditions.

  36. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ Net Revenues* | Net Revenues of $2.426 billion on a U.S. GAAP basis and $2.449 billion on an Adjusted basis. | | ✓ Net Income* | Net Income of $255.5 million on a U.S. GAAP basis and $276.9 million on an Adjusted basis. | | ✓ EPS* | EPS of $6.37 on a U.S. GAAP basis and $6.46 on an Adjusted basis. | | ✓ Operating Margin* | Operating Margin of 14.8% on a U.S. GAAP basis and 15.7% on an Adjusted basis |

  37. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | * Adjusted Net Revenues, Adjusted Net Income, Adjusted EPS, and Adjusted Operating Margin are non-GAAP measures. See Annex A for further information and a reconciliation to U.S. GAAP amounts. |

  38. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | 2023 Compensation and Incentive Highlights |

  39. Our TSR continues to demonstrate the long-term positive growth in our share price*

    Our pay for performance compensation program is designed to reward performance and align the long-term interests of our executives with those of our shareholders — for example, through our equity ownership guidelines and by prohibiting hedging and pledging by our directors and executive officers. The following are highlights of our 2023 compensation and incentive structure, as determined by our Compensation Committee.

  40. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | No Guaranteed Incentive Awards. We generally do not provide guaranteed incentive awards to any of our NEOs, except in limited circumstances such as commencement of employment or assumption of significant new responsibilities. |

  41. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | No Change in Base Salaries. We have not increased base salaries for our NEOs since they became executive officers, and base salary continues to represent a relatively small share of their total annual compensation. |

  42. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | Performance Drives Changes in Pay. Compensation is linked to the performance of Evercore and our executives’ individual performance, which motivates our executive leadership to conduct the business in a manner that produces superior results over the long term. |

  43. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | NEO Compensation Reflects our Performance. Our NEO compensation is closely aligned with our performance in 2023, while giving appropriate consideration to our operating results. In a challenging operating environment where global announced M&A activity based on deal value was down almost 20%, we delivered solid results under the prevailing market conditions, while accomplishing important strategic objectives, including the recruitment of our largest class ever of Advisory senior managing directors and the expansion of our client relationships and coverage universe. However, our Adjusted Net Revenues* declined to approximately $2.4 billion, Adjusted EPS* declined to approximately $6.46 and Adjusted Net Income* declined to approximately $276.9 million. Accordingly, our CEO’s compensation declined in 2023 compared to 2022, on top of the 41% decrease in our CEO’s annual incentive award from 2021 to 2022. |

  44. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | * Adjusted Net Revenues, Adjusted Net Income, Adjusted EPS, and Adjusted Operating Margin are non-GAAP measures. See Annex A for further information and a reconciliation to U.S. GAAP amounts. |

  45. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | Equity-Based Compensation Included in Incentive Awards, Not Additional. Our Compensation Committee determines the overall amount of incentive compensation to be awarded to our NEOs, inclusive of cash incentive distributions and RSUs. |

  46. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | 50% of 2023 Incentive Awards Delivered in RSUs Subject to Four Year Deferred Delivery. RSUs granted to our NEOs as a component of 2023 annual incentive awards are unvested and are delivered over four years, which is consistent with market practice, and enhances ongoing alignment with our shareholders. |

  47. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | Equity Ownership Guidelines and Significant Equity Ownership by NEOs. Each of our NEOs holds a meaningful amount of equity in our Company and met the formal equity ownership guidelines applicable to such NEO for 2023. |

  48. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | No Hedging or Pledging. All employees, including our NEOs, are prohibited from hedging their equity securities, and our anti-pledging policy prohibits directors and executive officers from pledging their equity without Compensation Committee approval. |

  49. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | Clawback Policy. On October 24, 2023, the Company adopted a clawback policy that was established in accordance with the listing requirement of the NYSE to provide for the recovery or “clawback” of certain erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement. The policy was made effective December 1, 2023 and applies to incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding an accounting restatement and after the effective date of the NYSE listing requirement, October 2, 2023. The Company also continues to maintain an additional clawback policy, which provides for the recapture of incentive awards provided to SMDs in the event of certain types of misconduct by that SMD or a restatement of the financial results of the Company due to material noncompliance with financial reporting requirements. |

  50. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | Annual Say on Pay Vote. Based on our Board’s recommendation and our shareholders’ advisory vote in 2022, we continue to hold an advisory vote each year on our executive compensation program. |

  51. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | Strong Support for Executive Compensation Program. Our executive compensation program has not changed in any material way since last year, when our shareholders supported our Say on Pay proposal at approximately the 92% level. We believe this continued support is due to the Company’s strong business performance, a close alignment between performance and pay, our extensive shareholder engagement process and disclosure regarding our executive compensation program. |

  52. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | Majority Voting Resignation Policy. Our majority voting resignation policy provides that a director that receives the support of less than a majority of votes cast must tender his or her resignation, which our Board will then determine whether to accept. |

  53. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | ✓ | Extensive Shareholder Engagement and Feedback. We engage extensively with our shareholders on an ongoing basis and welcome feedback regarding our performance, corporate governance practices and other matters of interest to our shareholders. The feedback we received continued to inform our Board, particularly with respect to our compensation program and equity plan. |

  54. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | Compensation of Named Executives |

  55. Our TSR continues to demonstrate the long-term positive growth in our share price*

    The goals of our executive compensation program are to align compensation and incentives with business objectives and performance, and in turn continue to create and sustain shareholder value over the long term. In addition, our program is designed to enable us to attract, retain and reward executives who contribute to our long-term success and growth in shareholder value. Our future success depends to a substantial degree on our ability to retain and recruit highly qualified personnel as opposed to the deployment and management of the firm’s financial capital, as with other financial services firms. The market for highly qualified financial professionals has been and remains extremely competitive. In addition, although our NEOs and other SMDs have all entered into restrictive covenant agreements, their departure could still jeopardize our relationships with clients and result in the loss of client engagements. Accordingly, it is imperative for our compensation and incentive programs to be highly competitive and reward outstanding individual and Company achievement.

  56. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | 2023 NEO Compensation and Incentive Structure |

  57. Our TSR continues to demonstrate the long-term positive growth in our share price*

    | 2023 Incentive Awards and Determinations |

  58. Our TSR continues to demonstrate the long-term positive growth in our share price*

    Consistent with industry practice, incentive awards account for a majority of our NEOs’ total compensation and incentive opportunities. In our case, base salary averaged less than 10% of total 2023 compensation for our NEOs. For 2023, with the exception of the newly appointed CFO, no guaranteed incentive awards were paid to any NEO, nor were any of our NEOs paid any compensation pursuant to formulaic or other pre-established performance targets or personal compensation arrangements. Rather, incentive awards paid to our NEOs were determined in the discretion of the Compensation Committee after taking into account the Company’s performance along with the NEO’s individual contributions, the NEO’s promotion of and adherence to our Core Values, and other factors. Ultimately, 50% of total 2023 incentive award amounts were paid to our NEOs in cash incentive distributions or payments and the remaining 50% paid in RSUs that vest over a four-year period, subject to retirement eligibility and other earlier vesting conditions. As in 2021 and 2022, the Compensation Committee determined that the cash incentive compensation payments that may otherwise have been made to the NEOs in respect of their service in 2023 would be delivered in the form of distributions in respect of Class L Interests in Evercore LP, awarded to each of the NEOs (other than Ms. Mellet, Mr. LaLonde and Mr. Pensa) in January 2023. Distributions payable with respect to the awards of Class L Interests granted in 2023 were determined by the Committee in its discretion and paid in the first quarter of 2024, and were subject to a maximum amount equal to a specified percentage of 2023 Adjusted Operating Income, as defined in the relevant subscription agreement. The Compensation Committee decided that 50% of our NEOs’ 2023 incentive awards would be paid in RSUs and subject to future service-based vesting requirements, because awarding equity over a longer period aligns the interests of our executives with those of our shareholders. As a result, we believe our NEOs have a demonstrable and significant interest in increasing shareholder value over the long term. We refer to the portion of our NEOs’ 2023 compensation granted in RSUs as “deferred compensation” because it will not be delivered until a future year (and then, only if applicable vesting requirements have been met). See “— Employment Agreements and Awards—Evercore Annual Equity Awards” on page 61 for a discussion of the terms of these awards.

  59. Company Performance and Individual Contributions

    Below is a summary of the specific unique factors identified by the Compensation Committee for each NEO. Mr. Altman. Mr. Altman was awarded a discretionary annual incentive award with a value of $7.0 million for 2023. In determining this amount, the Compensation Committee considered the overall performance of the Company, while recognizing his continued leadership in serving clients, his leadership and highly valued input in the direction of the Company and his contributions to pursuing and securing new business opportunities. Mr. Altman played a key role on our work with many of our largest and most strategically important advisory and capital markets clients. He also contributed to the recruitment of an outstanding class of SMDs within the Company and was an exemplar of the Company’s culture and Core Values. Mr. Altman remains a visible spokesman for Evercore, both in public media as well as in client meetings. Mr. Weinberg. In determining Mr. Weinberg’s discretionary annual incentive award, the Compensation Committee considered Mr. Weinberg’s role in leading the Company in achieving important strategic results while navigating macroeconomic and business challenges. Mr. Weinberg was responsible for the management of the business and setting and achieving objectives relating to the Company’s most important strategic matters, recruitment, cost management, and meaningful growth opportunities for 2024 and beyond. In particular, Mr. Weinberg was instrumental in recruiting eleven Advisory SMDs in 2023, expanding coverage of white space in key sectors and geographic regions, consistent with our growth strategy. Mr. Weinberg continued to lead our efforts to develop talent from within Evercore, overseeing the promotion of seven Advisory Managing Directors to SMDs at the beginning of 2024. Mr. Weinberg was also actively involved in service to a number of clients, and has continued to be a leader in advancing our strategy of covering some of the largest and most well-respected companies and broadening our relationships. He led the business while continuing to prioritize our people, our clients and our shareholders, with continuing focus on, and upholding of, our Core Values, maintaining and strengthening our culture and community, and advancing our sustainability efforts. In light of the Company’s overall performance, the Compensation Committee awarded Mr. Weinberg a discretionary annual incentive award with a value of $6.25 million. As previously disclosed in our 2017 proxy statement and other public filings, when Mr. Weinberg first joined Evercore in 2016, he was granted an initial long-term sign-on restricted cash award of $35 million, which included $6 million that vested on March 1, 2023. This award is not a part of Mr. Weinberg’s discretionary annual bonus in respect of any year of his service. Approximately 75% of the sign-on and replacement awards granted to Mr. Weinberg were intended to replace deferred compensation (a portion of which was variable) from Mr. Weinberg’s former employer that he forfeited as a result of joining the Company, with the remaining approximately 25% of such awards granted as an inducement to join the Company. The restricted sign-on cash award provides the Compensation Committee with the ability to adjust the amount payable on any applicable vesting date, provided that the amount may not be increased to more than 200% of the target amount or decreased by more than 25% of the target amount. The Compensation Committee determined not to increase or decrease the $6 million that vested on March 1, 2023, which was the final tranche of the award. Mr. Hyman. Mr. Hyman was awarded a discretionary annual incentive award with a value of $3.9 million for 2023. In determining this amount, the Compensation Committee took into account his continued performance as the top-ranked macroeconomic analyst, his significant continuing work with clients, and his contribution to the leadership of Evercore ISI as its Chairman, while also taking into account the overall performance of Evercore ISI and the Company more broadly. Mr. Hyman was and continues to be an important expert voice on the economy for our clients and our firm. Mr. LaLonde. Mr. LaLonde was awarded an annual incentive award with a value of $6.0 million in accordance with the guaranteed compensation arrangements owing to him in connection with his assumption of the Company’s CFO role. In considering the amount of Mr. LaLonde’s annual incentive award, the Compensation Committee made note of his responsibility for the Company’s financial, tax, internal audit, corporate strategy (with our CEO and business leaders), information technology, investor relations, real estate and facilities functions. Mr. LaLonde played a critical role in many of the Company’s strategic initiatives, including the recruitment of an outstanding class of SMDs, management of the Company’s liquidity and capital structure during the banking crisis and challenging 2023 environment, headcount and cost management, and the advancement of our finance, technology and real estate initiatives and strategy. He effectively oversaw the Company’s financial reporting processes and enhanced our investor relations efforts and connectivity with our shareholders. Together with Mr. Klurfeld, Mr. LaLonde was responsible for managing the Firm’s operational and reputational risks, including the committee processes, new business selection and conflict management. Mr. Klurfeld. Mr. Klurfeld was awarded a discretionary annual incentive award with a value of $3.75 million for 2023. In determining this amount, the Compensation Committee took into account his significant contributions to the Firm. In 2023, Mr. Klurfeld was responsible for implementing and enhancing global compliance policies and managing the Company’s timely response to evolving regulations and regulatory inquiries. He played a critical role in many of the Company’s strategic initiatives, including the Company’s recruiting initiatives, senior management transitions, the expansion of our business into new geographic regions, and the grantmaking and governance cycle of the Evercore Foundation. Mr. Klurfeld was responsible for corporate governance matters, including our sustainability programs, and is Evercore’s primary liaison to the corporate governance representatives at our lead shareholders and investors. Together with the CFO, Mr. Klurfeld was responsible for managing the Firm’s operational and reputational risks. Ms. Mellet. Ms. Mellet was not awarded an annual incentive award for 2023 due to her resignation effective February 22, 2023. Mr. Pensa. Mr. Pensa, who acted as interim CFO during February 2023, was awarded a discretionary annual incentive award with a value of $1.5 million for 2023. The compensation awarded to Mr. Pensa reflects his broader role as the Director of Finance and Chief Accounting Officer, his service as Interim CFO during February 2023, and his consistent leadership of our financial organization. Mr. Pensa is recognized as a leader in technical matters among his industry peers. He is a leader of our financial risk oversight and internal control programs and is respected throughout the Corporate and Business Groups.

  60. 2023 NEO Annual Compensation and Incentives

    2023 NEO Annual Compensation and Incentives The following table is presented to show how the Compensation Committee viewed annual compensation and incentive awards for our NEOs (excluding Ms. Mellet and Mr. Pensa, who only served in their roles for a portion of the year) for their 2023 performance, and includes base salary as well as year-end cash and equity incentive awards for 2023 performance, paid or granted in February 2024. This table differs substantially from the Summary Compensation Table on page 52 and is not a substitute for that table. The Summary Compensation Table provides compensation information as required by SEC regulations, and therefore reflects for 2023 the grant date fair value of equity awards granted during the 2023 calendar year (that is, those awards granted in February 2023 for 2022 performance), while not including the equity awards granted in February 2024 for 2023 performance. The Summary Compensation Table also includes the portion of Mr. Weinberg’s one-time sign-on and replacement awards that were earned in 2023, 2022 and 2021 but initially granted in 2016 in connection with his recruitment, the portion of Mr. Klurfeld’s deferred cash award that was earned in 2023, 2022 and 2021 but was initially granted in 2018, as well as the portion of Mr. LaLonde’s deferred cash awards that was earned in 2023 but was initially granted prior to his becoming CFO, each of which the Compensation Committee does not view as part of annual compensation and incentive awards as discussed above.

  61. 2023 NEO Annual Compensation and Incentives

    | NEOs | Salary ($) | Incentive Awards | | Total Compensation ($) | | | | Cash ($) | RSUs(1) ($) | | | Roger C. Altman Founder and Senior Chairman | | | | | | 2023 | 500,000 | 3,500,000 | 3,500,000 | 7,500,000 | | 2022 | 500,000 | 3,750,000 | 3,750,000 | 8,000,000 | | 2021 | 500,000 | 4,750,000 | 4,750,000 | 10,000,000 | | John S. Weinberg Chairman of the Board and CEO | | | | | | 2023 | 500,000 | 3,125,000 | 3,125,000 | 6,750,000 | | 2022 | 500,000 | 3,250,000 | 3,250,000 | 7,000,000 | | 2021(2) | 500,000 | 5,500,000 | 5,500,000 | 11,500,000 | | Tim LaLonde CFO | | | | | | 2023 | 500,000 | 3,000,000 | 3,000,000 | 6,500,000 | | Edward S. Hyman Chairman of Evercore ISI and Vice Chairman of Evercore | | | | | | 2023 | 400,000 | 1,950,000 | 1,950,000 | 4,300,000 | | 2022 | 400,000 | 2,050,000 | 2,050,000 | 4,500,000 | | 2021 | 400,000 | 2,050,000 | 2,050,000 | 4,500,000 | | Jason Klurfeld General Counsel | | | | | | 2023 | 500,000 | 1,875,000 | 1,875,000 | 4,250,000 | | 2022 | 500,000 | 1,875,000 | 1,875,000 | 4,250,000 | | 2021 | 500,000 | 1,500,000 | 1,500,000 | 3,500,000 |

  62. 2023 NEO Annual Compensation and Incentives

    | (1) RSUs vest in equal installments over four years, subject to early vesting conditions. The number of RSUs granted to each NEO for 2023 performance was determined by dividing the dollar value of the RSU allocation by the simple average of the high and low average share price during each day of the 10-trading-day period from February 1, 2024 through February 14, 2024 ($176.25). The grant date fair value of the RSUs granted in February 2024 in respect of 2023 performance will, in accordance with SEC rules, be reflected as Stock Awards for 2024 in next year’s Summary Compensation Table and Grants of Plan-Based Awards table. |

  63. Role of the Compensation Committee

    Role of the Compensation Committee Our Compensation Committee is responsible for implementing and administering all aspects of our compensation, incentive and benefit plans and programs for our NEOs. In establishing compensation and incentive awards for our NEOs, we take into account the fact that we generally do not provide significant retirement or similar benefits to our NEOs. We also take into account other economic relationships between the individual and us, including equity ownership. Messrs. Altman and Weinberg each participated in discussions with the Compensation Committee and made recommendations to the Committee regarding compensation of senior employees (except as to their own compensation), but they do not vote or otherwise participate in the Compensation Committee’s ultimate determinations. Our Board believes that it is wise and prudent to have Messrs. Altman and Weinberg participate in these discussions because they possess unique insight regarding the day-to-day performance of our executives. In connection with making 2023 NEO compensation and incentive award determinations, the Compensation Committee reviewed compensation and incentives to be awarded to certain other employees to assess internal balance and consistency in compensation levels, including: (a) for Mr. Weinberg, the incentive award amounts payable to other NEOs, (b) for Messrs. Altman, Hyman and Weinberg, the incentive award amounts payable to other SMDs devoted to generating revenue through existing or new client relationships and (c) for Messrs. Klurfeld, LaLonde and Pensa the incentive award amounts payable to SMDs who did not have client revenue-generating responsibilities. The Compensation Committee, however, did not fix internal pay ratios at any specified levels. For 2023, the Compensation Committee also reviewed the performance and NEO compensation data from certain financial institutions. While many of the companies included in such data may be described as financial services companies where human capital is of critical importance, Evercore competes with only a small subset of these companies for employees and clients. The companies included in the peer group considered by the Compensation Committee include Bank of America, Citigroup, Deutsche Bank, Goldman Sachs, Houlihan Lokey, JPMorgan Chase, Lazard, Moelis & Company, Perella Weinberg Partners, Morgan Stanley, PJT Partners and UBS, The Compensation Committee has not set any specific metrics or targets relative to these competitors or any of the other companies comprising our compensation peer group.

  64. Assessment of Risk

    | • | Our RSUs, including those awarded as part of our annual incentive compensation program, generally vest over four years, which encourages an appropriately long-term focus; |

  65. Assessment of Risk

    | • | Members of the Compensation Committee apply discretion in the establishment of the size of our incentive award pool, the percentage split between cash and equity and the terms of our equity awards; |

  66. Assessment of Risk

    | • | We believe that RSUs are an appropriate form of deferred equity compensation because, unlike other forms of equity awards, such as options, they encourage the holder to think like a shareholder from the date of grant, including, for example, by being exposed to downside risk from stock price drops. |

  67. Shareholder Engagement and Feedback

    | ✓ | Appreciation of our broad-based equity compensation program coupled with share repurchases and other anti-dilutive actions, together with an understanding of the benefits of using equity compensation to attract and retain talent. |

  68. Shareholder Engagement and Feedback

    | ✓ | Appreciation of our commitment to manage the dilutive impact of equity grants to employees. |

  69. Shareholder Engagement and Feedback

    | ✓ | Recognition of our consistent performance and demonstrated commitment to creating shareholder value over the long term. |

  70. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  71. 2023 Summary Compensation Table

    | Name and Principal Position | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Roger C. Altman | | | | | | | | Founder and Senior Chairman | | | | | | | | 2023 | 500,000 | 3,500,000 | 3,854,506 | — | — | 7,854,506 | | 2022 | 500,000 | 3,750,000 | 4,686,683 | — | — | 8,936,683 | | 2021 | 500,000 | 4,750,000 | 3,778,407 | — | — | 9,028,407 | | John S. Weinberg | | | | | | | | Chairman of the Board and CEO(5) | | | | | | | | 2023 | 500,000 | 3,125,000 | 3,340,491 | 6,000,000 | — | 12,965,491 | | 2022 | 500,000 | 3,250,000 | 5,426,726 | 6,000,000 | — | 15,176,726 | | 2021 | 500,000 | 5,500,000 | 4,282,195 | 6,000,000 | — | 16,282,195 | | Tim LaLonde | | | | | | | | CFO(6) | | | | | | | | 2023 | 500,000 | 3,812,885 | 2,505,470 | — | — | 6,818,355 | | Edward S. Hyman | | | | | | | | Chairman of Evercore ISI and Vice Chairman of Evercore | | | | | | | | 2023 | 400,000 | 1,950,000 | 2,107,206 | — | — | 4,457,206 | | 2022 | 400,000 | 2,050,000 | 2,022,656 | — | — | 4,472,656 | | 2021 | 400,000 | 2,050,000 | 1,939,582 | — | — | 4,389,582 | | Jason Klurfeld | | | | | | | | General Counsel(7) | | | | | | | | 2023 | 500,000 | 2,085,000 | 1,927,253 | — | — | 4,512,253 | | 2022 | 500,000 | 2,129,217 | 1,480,085 | — | — | 4,109,302 | | 2021 | 500,000 | 1,540,237 | 881,628 | — | — | 2,921,865 | | Celeste Mellet | | | | | | | | Former CFO(8) | | | | | | | | 2023 | 43,590 | — | — | — | — | 43,590 | | 2022 | 500,000 | — | 2,096,661 | — | — | 2,596,661 | | 2021 | 244,551 | 2,125,000 | 2,607,268 | — | 286,138 | 5,262,957 | | Paul Pensa | | | | | | | | Interim CFO (9) | | | | | | | | 2023 | 400,000 | 861,191 | 503,678 | — | — | 1,764,869 |

  72. 2023 Summary Compensation Table

    | (1) The amounts reflected in the Bonus column, if any, represent the cash distributions paid in respect of the Class L Interests issued to our NEOs in 2023, 2022 and 2021, except for Ms. Mellet and Messrs. LaLonde and Pensa, for whom the amount represents the cash portion of the bonus paid to them in respect of their service for such years, and Mr. Klurfeld as described in footnote 7. |

  73. 2023 Summary Compensation Table

    | (2) The amounts reflected in the Stock Awards column represent the grant date fair value of the equity awards made during the identified fiscal year, as computed in accordance with FASB ASC Topic 718. Equity awards for 2023 performance were granted in 2024 and, therefore, in accordance with SEC rules, are not shown here but are described above in the table titled “2023 NEO Annual Compensation and Incentives” on page 47. The amounts shown in this column for 2023 reflect the grant date fair value of equity awards granted in 2023 for 2022 performance. For Ms. Mellet, the amount shown in this column for 2021 reflects her one-time new hire equity award. |

  74. 2023 Summary Compensation Table

    | (3) As described above, the amount reflected in the Non-Equity Incentive Plan Compensation column for Mr. Weinberg reflects a long-term sign-on compensation arrangement agreed in 2016 with Mr. Weinberg, that vested on each of March 1, 2023, March 1, 2022 and March 1, 2021. Mr. Weinberg joined Evercore in 2016, and received this long-term initial sign-on restricted cash award with a target payment amount of $35 million, of which $11 million vested on March 1, 2019, $6 million vested on each of March 1, 2020, 2021, 2022, and 2023, as previously disclosed. Approximately 75% of the sign-on and replacement awards granted to Mr. Weinberg were intended to replace deferred |

  75. 2023 Summary Compensation Table

    | compensation (a portion of which was variable) from Mr. Weinberg’s former employer that he forfeited as a result of joining Evercore, with the remaining approximately 25% of such awards granted as part of the recruitment of Mr. Weinberg as an inducement to join the Company. The restricted cash award provides for adjustment based on performance criteria to be determined by the Compensation Committee, provided that the amount payable on any applicable vesting date may not be increased to more than 200% of the target amount or decreased by more than 25% of the target amount. The Compensation Committee determined not to increase or decrease any of the amounts that vested in 2019 through 2023, which was the final year of the award. |

  76. 2023 Summary Compensation Table

    | (4) The incremental costs of perquisites and other personal benefits to each NEO were less than $10,000 (with the exception of Ms. Mellet in 2021), and therefore information regarding perquisites and other personal benefits has not been included. The amount shown for Ms. Mellet in 2021 reflects payment for certain reasonable reimbursable expenses, including relocation costs and expenses. Each of our NEOs also received accrued cash dividends on such awards. Consistent with SEC rules, the value of these dividend equivalents has not been included in this table because the right to receive future dividends was factored into the grant date fair value of the initial awards under FASB ASC Topic 718. See “—Outstanding Equity Awards at 2023 Fiscal Year-End”, which information includes dividend equivalent awards held by our NEOs. |

  77. 2023 Summary Compensation Table

    | (5) Mr. Weinberg became Co-Chairman of the Board and Co-CEO in July 2020. Prior to that, Mr. Weinberg served as our Executive Chairman. Mr. Weinberg became the sole Chairman of the Board and CEO effective February 25, 2022. |

  78. 2023 Summary Compensation Table

    | (6) Mr. LaLonde commenced serving as CFO effective March 6, 2023. The amount reflected as Bonus for Mr. LaLonde includes the cash portion of the bonus earned by Mr. LaLonde in 2023 ($3,000,000) and the amount of Mr. LaLonde’s deferred cash that vested in 2023 ($812,885). |

  79. 2023 Summary Compensation Table

    | (7) The amount reflected as Bonus for Mr. Klurfeld includes the cash portion of the bonus earned by Mr. Klurfeld in 2021 ($1,500,000), 2022 ($1,875,000) and 2023 ($1,875,000) and the amount of Mr. Klurfeld’s deferred cash that vested in 2021 ($40,237), 2022 ($254,217) and 2023 ($210,000). |

  80. 2023 Summary Compensation Table

    | (8) Ms. Mellet joined the Company on July 1, 2021 and commenced serving as CFO effective September 1, 2021. Ms. Mellet ceased serving as CFO effective February 1, 2023. |

  81. 2023 Summary Compensation Table

    | (9) Mr. Pensa, the Company’s Controller and Principal Accounting Officer, served as Interim CFO from February 3, 2023 until March 6, 2023. The amount reflected as Bonus for Mr. Pensa includes the cash portion of the bonus earned by Mr. Pensa in 2023 ($750,000) and the amount of Mr. Pensa’s deferred cash that vested in 2023 ($111,191). |

  82. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023

  83. Grants of Plan-Based Awards in 2023

    | Name | Grant Date | Estimated Future Payments under Non-Equity Incentive Plan Awards | | | Estimated Future Payments under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(1) ($) | | | | Threshold ($) | Target (#) | Maximum (#) | Threshold ($) | Target (#) | Maximum (#) | | | | Roger C. Altman | 2/14/2023 | — | — | — | — | — | — | 28,338 | 3,854,506 | | John S. Weinberg | 2/14/2023 | — | — | — | — | — | — | 24,559 | 3,340,491 | | Tim LaLonde | 2/14/2023 | — | — | — | — | — | — | 18,420 | 2,505,470 | | Edward S. Hyman | 2/14/2023 | — | — | — | — | — | — | 15,492 | 2,107,206 | | Jason Klurfeld | 2/14/2023 | — | — | — | — | — | — | 14,169 | 1,927,253 | | Celeste Mellet | — | — | — | — | — | — | — | — | — | | Paul Pensa | 2/14/2023 | — | — | — | — | — | — | 3,703 | 503,678 |

  84. Grants of Plan-Based Awards in 2023

    | (1) Represents the grant date fair value of the awards, as computed in accordance with FASB ASC Topic 718. |

  85. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  86. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(9) ($) | | Roger C. Altman | 82,325 (2) | 14,081,691 | | John S. Weinberg | 82,704 (3) | 14,146,519 | | Tim LaLonde | 137,172 (4) | 23,463,271 | | Edward S. Hyman | 40,834 (5) | 6,984,656 | | Jason Klurfeld | 32,476 (6) | 5,555,020 | | Celeste Mellet | — (7) | — | | Paul Pensa | 7,109 (8) | 1,215,994 |

  87. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) All RSUs are subject to accelerated vesting upon a change in control, qualifying retirement, the executive’s death or the executive’s disability. See “—Employment Agreements and Awards—Evercore Annual Equity Awards” below for a further discussion on the terms of the RSUs. |

  88. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) 34,559 of Mr. Altman’s RSUs vested on February 4, 2024; 24,335 vest on February 4, 2025; 16,346 vest on February 4, 2026; and 7,085 vest on February 4, 2027. |

  89. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) 33,782 of Mr. Weinberg’s RSUs vested on February 4, 2024; 25,917 RSUs vest on February 4, 2025; 16,865 RSUs vest on February 4, 2026; and 6,140 on February 4, 2027. |

  90. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) 14,381 of Mr. LaLonde’s RSU vested on February 4, 2024; 10,387 of Mr. LaLonde’s RSUs vest on February 4, 2025; 7,799 of Mr. LaLonde’s RSUs vest on February 4, 2026; and 4,605 of Mr. LaLonde’s RSUs vest on February 4, 2027. Mr. LaLonde also holds 100,000 Class K-P units, which were granted to him as a long-term award in December 2021, that vest and convert into a number of Class K units based on achievement of cumulative net revenue-based performance metrics applicable for the Advisory business for a 2021-2025 performance period, subject to, among other conditions, Mr. LaLonde’s continuous employment through the end of the performance period (or earlier, upon a qualifying termination of Mr. LaLonde’s employment or in the event of a change in control). |

  91. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) 17,119 of Mr. Hyman’s RSUs vested on February 4, 2024; 11,971 RSUs vest on February 4, 2025; 7,871 RSUs vest on February 4, 2026; and 3,873 RSU’s vest on February 4, 2027. |

  92. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) 10,377 of Mr. Klurfeld’s RSUs vested on February 4, 2024; 731 RSUs vest on February 13, 2024; 8,331 RSUs vest on February 4, 2025; 731 RSUs vest on February 13, 2025; 6,467 RSUs vest on February 4, 2026; 731 RSUs vest on February 13, 2026; 3,543 RSUs vest on February 4, 2027; 782 RSUs vest on February 13, 2027; and 783 RSUs vest on February 13, 2028. |

  93. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Ms. Mellet’s RSUs were forfeited in connection with her resignation from the Company in February 2023. |

  94. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) 2,678 of Mr. Pensa’s RSUs vested on February 4, 2024; 2,112 RSUs vest on February 4, 2025; 1,393 RSUs vest on February 4, 2026; and 926 on February 4, 2027. |

  95. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) The market value is based upon the closing price of our Class A common stock on December 29, 2023 ($171.05). |

  96. Options Exercised and Stock Vested in 2023

    Options Exercised and Stock Vested in 2023 Although we have had the authority to issue stock options since our IPO, we have not done so. Accordingly, the table below is with respect to the vesting of RSUs and other stock-based awards.

  97. Options Exercised and Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Roger C. Altman | 43,430 | $5,728,417 | | John S. Weinberg | 39,436 | $5,201,608 | | Tim LaLonde | 13,122 | $1,730,792 | | Edward S. Hyman | 13,245 | $1,747,016 | | Jason Klurfeld | 9,230 | $1,218,146 | | Celeste Mellet | — | $— | | Paul Pensa | 3,816 | $503,300 |

  98. Options Exercised and Stock Vested in 2023

    | (1) The value of the awards is based on the average of the high and low trading price of the Class A common stock on the vesting date (or if such date was not a trading day, on the trading day immediately preceding the vesting date). |

  99. Nonqualified Deferred Compensation for 2023

    Nonqualified Deferred Compensation for 2023 Generally, we provide SMDs (other than our NEOs) an election to receive a portion of their deferred incentive compensation in the form of deferred cash rather than RSUs, which have a similar four-year vesting schedule to RSUs. Deferred cash is credited under this arrangement when annual bonuses are declared (generally, in February of the year following the year to which the bonus relates). Pending distribution, these deferred cash amounts are notionally invested in one or more registered mutual funds or fixed income options selected by the executive from a list of funds established by us. For more information, please see the information described in Note 18 to our consolidated financial statements in our Form 10-K for the year ended December 31, 2023. There were no deferred cash awards granted to any NEOs for 2023 performance.

  100. Potential Payments upon Termination of Employment or Change in Control

    Potential Payments upon Termination of Employment or Change in Control The following table describes the potential incremental payments and benefits to which our NEOs would be entitled upon termination of employment or a change in control. All calculations in this table are based on an assumed termination date of December 31, 2023 and the completion of a full fiscal year, and all defined terms are as defined in the respective employment agreements of each NEO, which are summarized below under “—Employment Agreements and Awards.” Ms. Mellet resigned from the Company effective February 1, 2023 and did not receive any payments or benefits in connection with her separation, and therefore is not included in the table below. The amounts shown in the table below do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, such as continuation of health care benefits through the end of the month of the termination of employment. While our NEOs’ rights in respect of RSUs granted in connection with bonuses and deferred cash awards are subject to continued vesting upon a qualifying retirement, as described above, none of our NEOs have satisfied the advance notice required for such qualifying retirement as of December 31, 2023. Accordingly, none of our NEOs would have been eligible for this benefit as of December 31, 2023 and this benefit is therefore not illustrated in the table below for those awards.

  101. Potential Payments upon Termination of Employment or Change in Control

    | Name | Lump Sum Cash Severance Payment ($) | 2023 Fiscal Year Bonuses ($) | Continuation of Medical Benefits ($) | Accelerated Vesting of Equity Awards ($) | Accelerated Vesting of Cash Awards ($) | Other ($) | Total ($) | | | (dollars in thousands, except share data) | | | | | | | | Roger C. Altman | | | | | | | | | Termination due to death or disability | — | 7,500(1) | — | 14,082(2) | — | — | 21,582 | | Termination by us without “cause” or by the executive for “good reason” or if we elect not to extend term (“Qualifying Terminations”) | 17,000(3) | 7,500(1) | 13(4) | 14,082(2) | — | — | 38,595 | | Qualifying Termination within six months prior to or anytime following a change in control | 25,500(5) | 7,500(1) | 20(6) | 14,082(2) | — | 20,507(7) | 67,609 | | Change in control (regardless of whether executive’s employment terminates) | — | — | — | 14,082(2) | — | — | 14,082(2) | | John S. Weinberg | | | | | | | | | Change in control (regardless of whether executive’s employment terminates), termination due to death, disability, termination by us without “cause” or resignation for “good reason” | — | — | — | 14,147(8) | — | — | 14,147 | | Tim LaLonde | | | | | | | | | Change in control (regardless of whether executive’s employment terminates), termination due to death or disability, or termination by us without cause | — | — | — | 23,463(9) | — | — | 23,463 | | Edward S. Hyman | | | | | | | | | Change in control (regardless of whether executive’s employment terminates), termination due to death or disability, or termination by us without cause | — | — | — | 6,985(10) | — | — | 6,985 | | Jason Klurfeld | | | | | | | | | Change in control (regardless of whether executive’s employment terminates), termination due to death or disability, or termination by us without cause | — | — | — | 5,555(11) | 1,080(12) | — | 6,635 | | Paul Pensa(13) | | | | | | | | | Change in control (regardless of whether executive’s employment terminates), termination due to death or disability, or termination by us without cause | — | — | — | 1,216 | — | — | 1,216 |

  102. Potential Payments upon Termination of Employment or Change in Control

    | (1) This amount consists of Mr. Altman’s annual bonus for the 2023 fiscal year; Mr. Altman would otherwise be required to remain employed through the bonus payment date in order to receive these amounts. Note that approximately 50% of the annual bonus |

  103. Potential Payments upon Termination of Employment or Change in Control

    | payable to Mr. Altman would have been paid in the form of restricted securities, subject to time-based vesting over a period of up to four years, but we have assumed for illustrative purposes only that when paid in connection with a severance event, Mr. Altman would have been paid the entire annual bonus in cash with no grants of equity securities subject to vesting. |

  104. Potential Payments upon Termination of Employment or Change in Control

    | (2) This amount represents the value of 82,325 otherwise unvested RSUs based on the closing price of our Class A common stock on December 29, 2023 ($171.05). |

  105. Potential Payments upon Termination of Employment or Change in Control

    | (3) This amount is equal to two times the greater of: (i) the sum of (A) Mr. Altman’s base salary and (B) Mr. Altman’s average annual bonus for the three most recently completed fiscal years; or (ii) the average of the aggregate amount of cash compensation payable to our three most highly paid executive officers in the fiscal year preceding the year of termination. |

  106. Potential Payments upon Termination of Employment or Change in Control

    | (4) This amount represents the estimated present value of the employer-paid portion of premium payments for 24 months of medical, dental and vision insurance coverage. |

  107. Potential Payments upon Termination of Employment or Change in Control

    | (5) This amount is equal to three times the greater of: (i) the sum of (A) Mr. Altman’s base salary and (B) Mr. Altman’s average annual bonus for the three most recently completed fiscal years; or (ii) the average of the aggregate amount of cash compensation payable to our three most highly paid executive officers in the fiscal year preceding the year of termination. |

  108. Potential Payments upon Termination of Employment or Change in Control

    | (6) This amount represents the estimated present value of the employer-paid portion of premium payments for 36 months of medical, dental and vision insurance coverage. |

  109. Potential Payments upon Termination of Employment or Change in Control

    | (7) If payments or benefits provided to Mr. Altman in connection with a change in control result in an “excess parachute payment” excise tax being imposed on Mr. Altman, he is entitled to a gross-up payment equal to the amount of the excise tax, as well as the excise tax and income tax on the gross-up payment. This amount represents the estimated gross-up payment that would be made to Mr. Altman in the event his employment is terminated by us without “cause” or by Mr. Altman for “good reason” on December 31, 2023, within six months prior to or anytime following a change in control. The actual amount of a gross-up payment, if any, will depend on the facts in existence at the time of any change in control and/or employment termination. |

  110. Potential Payments upon Termination of Employment or Change in Control

    | (8) This amount represents the value of 82,704 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 29, 2023 ($171.05). |

  111. Potential Payments upon Termination of Employment or Change in Control

    | (9) This amount represents the value of 37,172 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 29, 2023 ($171.05), and $17,105,000, representing Mr. LaLonde’s Class K-P units, based on the closing price of our Class A common stock on December 29, 2023 ($171.05), and estimated for purposes of this table based on target performance. |

  112. Potential Payments upon Termination of Employment or Change in Control

    | (10) This amount represents the value of 40,834 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 29, 2023 ($171.05). |

  113. Potential Payments upon Termination of Employment or Change in Control

    | (11) This amount represents the value of 32,476 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 29, 2023 ($171.05). |

  114. Potential Payments upon Termination of Employment or Change in Control

    | (12) This amount represents the value of the otherwise unvested deferred cash awards on December 31, 2023. |

  115. Potential Payments upon Termination of Employment or Change in Control

    | (13) This amount represents the value of 7,109 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 29, 2023 ($171.05). |

  116. Employment Agreements and Awards

    Employment Agreements and Awards

  117. Our Rationale for Agreements that Provide for Payments to Executives upon the Occurrence of Specified Events

    Our Rationale for Agreements that Provide for Payments to Executives upon the Occurrence of Specified Events The employment agreements we entered into with some of our NEOs provide for severance payments. In addition, some of those agreements provide for additional payments in connection with a change in control or a termination that occurs after a change in control (including, for Mr. Altman, a payment to compensate him for excise taxes that could arise in such circumstances). In December 2019, we confirmed our agreement to pay each of our NEOs their current base salaries during their employment with the Company. We believe that these severance and change in control arrangements mitigate some of the risk that exists for executives working in a public company, while also appropriately balancing incentives and providing certainty to our executives, and, for Mr. Altman, will make him whole in the case of any potential tax penalty in connection with a change of control. In addition, due to the fact that there has historically been significant acquisition activity in the financial services industry, there is a possibility that we could be acquired in the future. Accordingly, we believe that severance and change in control arrangements are necessary to enable key executives to evaluate objectively the benefits to our shareholders of a proposed transaction, notwithstanding its potential effects on their own job security.

  118. Employment Agreement with Mr. Altman

    Employment Agreement with Mr. Altman Pursuant to the terms of Mr. Altman’s employment agreement, Mr. Altman will have automatic, successive one-year extensions of his employment expiring on August 10 of the relevant year, unless either party gives the other 60 days’ prior notice that the term will not be extended. Mr. Altman’s employment agreement provides for an annual base salary of $500,000, and an annual bonus as determined in the discretion of the Compensation Committee. According to Mr. Altman’s employment agreement, up to 50% of the annual bonus payable to him may be payable in the form of our restricted securities, with such restricted securities vesting in four equal annual installments (or at such faster rate and subject to acceleration upon certain specified events as may be applicable to restricted securities issued in the same fiscal year to our other SMDs). Pursuant to his employment agreement, if Mr. Altman’s employment terminates prior to the expiration of the term due to his death or disability, he would be entitled to receive (1) any base salary earned but unpaid through the date of termination; (2) reimbursement for any unreimbursed business expenses properly incurred by him; (3) such employee benefits, if any, to which he may be entitled under our employee benefit plans (the payments and benefits described in (1) through (3) are referred to as the “accrued rights”); (4) lump sum payments equal to his earned but unpaid annual bonus, if any, payable in respect of the fiscal year immediately preceding the fiscal year in which the termination occurs, to be paid when such bonus would have otherwise been payable had his employment not terminated; and (5) a pro-rated portion of the annual bonus, calculated based on the number of months (and any fraction thereof) he is employed during the fiscal year in which a termination of employment occurs and in respect of which such bonus is payable, relative to 12 months. If Mr. Altman’s employment is terminated prior to the expiration of the term (or such extension thereof) by us without “cause” (as defined below) or by him for “good reason” (as defined below) or if we elect not to extend the term (each a “qualifying termination”), he would be entitled, subject to his compliance with specified restrictive covenants, to (A) a lump sum payment equal to two times (three times in the case of a qualifying termination that occurs on or following our “change in control” (as defined in the employment agreement)) the greater of (x) the sum of (1) his annual base salary and (2) his average annual bonus for the three most recently completed fiscal years and (y) the average of the aggregate amount of cash compensation payable to our three most highly paid executives in the most recently completed fiscal year; (B) any “accrued rights” (as defined above); (C) lump sum payments equal to Mr. Altman’s earned but unpaid annual bonus, if any, payable in respect of the fiscal year immediately preceding the fiscal year in which the termination occurs, to be paid when such bonuses would have otherwise been payable had Mr. Altman’s employment not terminated; and (D) a pro-rated portion of the annual bonus, calculated based on the number of months (and any fraction thereof) Mr. Altman is employed during the fiscal year in which a termination of employment occurs and in respect of which such bonus is payable, relative to 12 months. Mr. Altman would also be entitled to receive continued coverage for himself and his spouse and dependents under our medical plans for two years (three years in the case of a qualifying termination that occurs on or following a change in control), subject to payment by him of the same premiums he would have paid during such period of coverage if he were an active employee. Any termination by us without cause within six months prior to the occurrence of a change in control would be deemed to be a termination of employment on the date of such change in control. The severance benefits payable to Mr. Altman are conditioned on his continued compliance with specified confidentiality, non-solicitation and proprietary information covenants following his termination of employment with us. For purposes of Mr. Altman’s employment agreement, “cause” means the occurrence of: (1) Mr. Altman’s breach of a material obligation under the governing documents of our entities, (2) Mr. Altman’s conviction of, or plea of guilty or nolo contendere in respect of, any felony, (3) Mr. Altman’s perpetration of a fraud against us, (4) Mr. Altman’s willful and continued failure to perform his duties to us or (5) any willful misconduct by Mr. Altman which could reasonably have an adverse effect on his ability to function as our employee or on our business or reputation. For purposes of Mr. Altman’s employment agreement, “good reason” means: (1) our failure to pay Mr. Altman’s base salary and annual bonus (if such amounts become payable to Mr. Altman), (2) any diminution in Mr. Altman’s title or authority with us, (3) our failure to provide Mr. Altman with the employee benefits or perquisites provided for in the employment agreement, or (4) the failure to re-elect him as a member of the Board. In the event of a termination of Mr. Altman’s employment which is not a qualifying termination or a termination due to his death or disability (including if Mr. Altman resigns without good reason), Mr. Altman would be entitled to receive any “accrued rights” (as defined above). Mr. Altman has also entered into confidentiality, non-solicitation and proprietary information agreements with us. Pursuant to these agreements, he is subject to a covenant not to (1) compete with us while employed and for 24 months following his termination of employment for any reason and (2) solicit our employees, consultants and certain actual and prospective clients while employed and for 12 months following his termination of employment for any reason, in each case, subject to certain specified exclusions. If a dispute arises out of the employment agreement with Mr. Altman, we would pay his reasonable legal fees and expenses incurred in connection with such dispute if he prevails on substantially all issues in dispute. In addition, if payments or benefits provided to Mr. Altman under an employment agreement or any other plan or agreement in connection with a change in control result in an “excess parachute payment” excise tax being imposed on him, he would be entitled to a gross-up payment equal to the amount of the excise tax, as well as the excise tax and income tax on the gross-up payment.

  119. Employment Agreement with Mr. Weinberg

    Employment Agreement with Mr. Weinberg We entered into an employment agreement with Mr. Weinberg, the initial term of which expired on March 1, 2023. Mr. Weinberg continues to be employed by us as an at-will employee. Pursuant to his employment agreement, Mr. Weinberg received an initial sign-on restricted cash award with a target payment amount of $35 million, of which $11 million vested on March 1, 2019, $6 million vested on each of March 1, 2020, March 1, 2021, March 1, 2022, and March 1, 2023, subject to Mr. Weinberg’s continued employment through each such vesting date except as noted below. The Compensation Committee has discretion to increase or decrease the amount payable on each vesting date based on performance criteria to be discussed with Mr. Weinberg and determined by the Compensation Committee at least annually. The Compensation Committee may not, however, without Mr. Weinberg’s consent, increase the amount payable on any applicable vesting date to more than 200% of the target amount or decrease the amount payable by more than 25% of the target amount. The Compensation Committee determined not to increase or decrease the $11 million that vested on March 1, 2019, the $6 million that vested on each of March 1, 2020, 2021, 2022, and 2023. In the event of a “change in control” (as defined in the 2016 Plan), the initial cash award would have vested in full at the target payment amount. In addition to the foregoing, Mr. Weinberg will be entitled to participate in all Company employee benefit programs on terms no less favorable than other executive officers of the Company. Mr. Weinberg’s employment agreement further provides that if Mr. Weinberg’s employment is terminated by us without “cause,” by Mr. Weinberg for “good reason” or as a result of death or “disability” (each as defined in the employment agreement), then, subject to his execution, delivery and non-revocation of a release of claims with respect to the Company and its affiliates, Mr. Weinberg will be entitled to receive, in addition to certain accrued rights, (i) to the extent not already vested, full vesting of his initial RSU award (the final tranche of which vested by their terms in 2022, as described below); (ii) to the extent not already vested and paid, full vesting of his initial cash award, paid in accordance with the original payment schedule with the Company to determine in good faith the amounts payable pursuant to the initial cash award based on the performance criteria established with respect to each vesting tranche (the final tranche of which vested and paid by its terms in March 2023); and (iii) full satisfaction of the service vesting condition applicable to his Class I-P units, with the Class I-P units remaining outstanding for one year, during which time the applicable performance vesting conditions may be satisfied (the Class I-P units fully vested by their terms in 2022). In addition, Mr. Weinberg is entitled to receive his annual bonus for any completed fiscal year preceding the termination date, provided that the Company may issue up to 50% of such amount in shares of fully-vested Class A common stock. Notwithstanding the foregoing, if Mr. Weinberg retires and satisfies the six month prior written notice requirement associated with retirement eligibility in this case, Mr. Weinberg will be deemed to have satisfied the service requirements necessary for full vesting of the initial cash award, and Mr. Weinberg is entitled to be paid the relevant cash amounts (to be determined in good faith by the Company based on the performance criteria established with respect to each vesting tranche) in accordance with the original payment schedule. Further, if Mr. Weinberg retires and satisfies the one year prior written notice requirement associated with retirement eligibility in this case, Mr. Weinberg will be deemed to have satisfied the age and service requirements necessary for full vesting of all deferred compensation and then-unvested equity awards (including equity awards granted to Mr. Weinberg in respect of his annual bonuses, if any, and his initial RSU award and Class I-P units), with such deferred compensation and equity awards generally to be paid out or settled, as applicable, in accordance with the original payment or vesting schedule. The right to receive the initial cash award, deferred compensation and equity awards following retirement is subject to continued compliance with the restrictive covenants set forth in his restrictive covenant agreement (as described below), regardless of whether the applicable time limits have otherwise expired. In connection with the employment agreement, Mr. Weinberg also entered into a confidentiality, non-solicitation and proprietary information agreement with the Company. Pursuant to this agreement, Mr. Weinberg is subject to a covenant not to (i) compete with the Company or its affiliates while employed and for 12 months following his termination of employment for any reason and (ii) solicit our employees, consultants and certain actual and prospective clients while employed and for 12 months following his termination of employment for any reason, in each case, subject to certain specified exclusions. This agreement also contains a covenant not to disclose confidential information and an assignment of property rights provision.

  120. Employment Agreement with Mr. LaLonde

    Employment Agreement with Mr. LaLonde We entered into an employment agreement with Mr. LaLonde on January 19, 2023. Mr. LaLonde’s employment agreement provides for him to serve as the CFO and Senior Managing Director commencing March 6, 2023. The employment agreement provides for annual compensation as follows: (1) an annual base salary in an amount equal to $500,000, (2) an annual incentive bonus for 2023 (and thereafter at the discretion of the Company), payable in 50% cash and 50% RSUs, subject to continued employment through the payment date except as noted below. Pursuant to his employment agreement, Mr. LaLonde’s compensation for 2023 was not to be less than $6.5 million. The employment agreement further provides that if Mr. LaLonde’s employment is terminated by us without “cause,” by Mr. LaLonde for “good reason” or as a result of death or “disability” (each as defined in the employment agreement), then, subject to his execution, delivery and non-revocation of a release of claims with respect to the Company and its affiliates, Mr. LaLonde would be entitled to receive, in addition to certain accrued rights, (i) any unpaid portion of his 2023 annual incentive bonus; and (ii) to the extent not already vested, full vesting of any RSUs granted in satisfaction of any portion of his 2023 annual incentive bonus. Mr. LaLonde has also entered into a confidentiality, non-solicitation, non-competition and proprietary information agreement with the Company. Pursuant to this agreement, Mr. LaLonde is subject to a covenant not to (1) compete with us while employed and (2) solicit our employees and consultants for 12 months, and certain actual and prospective clients while employed and for six months, following termination of employment for any reason, in each case, subject to certain specified exclusions.

  121. Partnership Unit Awards to Mr. LaLonde

    Partnership Unit Awards to Mr. LaLonde In addition, on December 12, 2021, the Company, Evercore LP and Mr. LaLonde entered into an incentive subscription agreement pursuant to which Mr. LaLonde subscribed for a one-time grant of 100,000 Class K-P units, which are structured as “profits interests” under applicable tax rules. The Class K-P units will convert into a number of Class K units ranging from 0-200% of the Class K-P unit award based on the achievement of cumulative net revenue-based performance metrics applicable for the Advisory business during the 2021-2025 performance period, subject to, among other conditions, satisfaction of a service vesting condition. The service vesting condition will be satisfied if Mr. LaLonde remains a full-time employee in good standing through December 31, 2025 or, if prior to such date, (i) Mr. LaLonde’s employment with the Company terminates due to death or “disability,” (ii) Mr. LaLonde’s employment is terminated by the Company without “cause,” (iii) the Company undergoes a “change in control” or (iv) the Company materially diminishes Mr. LaLonde’s title, role, responsibilities or reporting line (each such event is as defined in the Partnership Agreement and referred to here as a “qualifying termination”). In the event of a qualifying termination, the number of Class K units will generally be based on actual performance. The Class K-P units are subject to forfeiture in the event of a breach of the terms of Mr. LaLonde’s restrictive covenant agreement.

  122. Agreements with Mr. Hyman

    Agreements with Mr. Hyman We entered into an employment agreement with Mr. Hyman on August 3, 2014, the initial term of which expired on October 31, 2019. Mr. Hyman continues to be employed by us as an at-will employee. In connection with his employment agreement, Mr. Hyman also entered into a confidentiality, non-solicitation and proprietary information agreement with us that remains in effect. Pursuant to this agreement, Mr. Hyman is subject to a covenant not to (1) compete with us while employed and, if terminated for any reason other than death, a termination without cause or as a result of a resignation for good reason, for 24 months following his termination of employment (the “Restricted Period”) and (2) solicit our employees, consultants and certain actual and prospective clients during the Restricted Period, in each case, subject to certain specified exclusions.

  123. Evercore Annual Equity Awards

    Evercore Annual Equity Awards Our RSUs granted in connection with annual incentive awards vest in substantially equal annual installments over four years, subject to accelerated vesting upon death, disability, change in control, qualifying retirement or termination without cause. When deferred compensation is awarded in the form of RSUs, the RSUs include dividend equivalent rights payable in the form of cash or additional RSUs, at the Company’s election, which will vest and be settled on the same terms as the original RSUs to which they relate. The RSUs will continue to have the underlying stock distributed (or released from restriction) on the original vesting schedule following a qualifying retirement as long as the recipient complies with his or her non-competition commitments, gives the minimum advanced notice of his or her decision to retire, which is generally six months to one year, and, at the time of retirement, (i) (a) is at least 55 years old and has completed at least five years of continuous service with the Company and (b) his or her age plus years of service exceeds 65 or (ii) is at least 60 years old and has completed at least 10 years of continuous service with the Company. If a qualified retiree violates his or her non-competition commitments at any time before a scheduled release date, the undelivered shares will be forfeited. Because the general vesting period of these awards is four years, this will provide an incentive for qualified retirees to refrain from competition or client solicitation for up to four years. The vesting of deferred compensation awards is also subject to accelerated vesting upon a termination of the recipient’s service by us without “cause,” subject to his or her execution of a general release of claims against us and our affiliates. For this purpose, “cause” for U.S. partners and employees generally means (1) the employee’s material breach of any restrictive covenants or any of our published policies (including our Code of Business Conduct and Ethics); (2) any act or omission by the employee that causes us or the employee to be subject to discipline under any law, rule or regulation related to our business, or any rule of any exchange or association of which we are a member; (3) the employee’s conviction of, or plea of guilty or no contest to, any felony; (4) the employee’s participation in any fraud or embezzlement; (5) gross negligence or willful misconduct by the employee in the course of employment or the employee’s deliberate and continuous disregard of his or her material duties; or (6) the employee’s commission of any act or making of any statement that impairs, impugns, denigrates, disparages or otherwise negatively reflects on us or our reputation or business interests. For non-U.S. partners and employees, the cause definition is substantively similar. The RSUs are subject to the terms of our clawback policy and our anti-hedging and anti-pledging policies.

  124. PAY RATIO

    PAY RATIO Set forth below is the annual total compensation of our median employee, the annual total compensation of Mr. Weinberg, and the ratio of those values:

  125. PAY RATIO

    | • | The 2023 annual total compensation of our median employee was $248,715; |

  126. PAY RATIO

    | • | The 2023 annual total compensation of our current Chairman of the Board and CEO, Mr. Weinberg, was $12,965,491; and |

  127. PAY RATIO

    | • | For 2023, the ratio of Mr. Weinberg’s annual total compensation to the annual total compensation of our median employee was 52.1 to 1. |

  128. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Our pay for performance compensation program is designed to reward performance and align the long-term interests of our executives with those of our shareholders. As discussed in more detail in “Compensation Discussion and Analysis,” above, compensation of our executive officers is linked to the performance of Evercore and their individual performance, which motivates our executive leadership to conduct the business in a manner that produces superior results over the long term. As required by Item 402(v) of Regulation S-K, the following disclosure is provided about the relationship between executive compensation and the Company’s performance on select financial metrics. For a description regarding the Company’s compensation program and the factors considered by the Committee in making its compensation decisions, please see “Compensation Discussion and Analysis.”

  129. 2023 Performance Measures

    2023 Performance Measures For 2023, with the exception of our newly appointed CFO, none of our NEOs were paid pursuant to formulaic or other pre-established performance targets or personal compensation arrangements. Rather, incentive awards paid to our NEOs were determined in the discretion of the Compensation Committee after taking into account the Company’s performance along with the NEO’s individual contributions, the NEO’s promotion of and adherence to our Core Values, and other factors. In making its determinations, the Compensation Committee considered these factors in a holistic manner (including qualitative factors), without ascribing any specific weight to any single factor or metric. However, as required by the SEC rules, the performance measured identified in the tabular list below are the financial performance measures used by the Compensation Committee to link our NEOs’ 2023 compensation actually paid to performance:

  130. 2023 Performance Measures

    | • | Adjusted Net Revenues |

  131. 2023 Performance Measures

    | • | Adjusted EPS |

  132. 2023 Performance Measures

    | • | Adjusted Net Income |

  133. 2023 Performance Measures

    | • | Adjusted Operating Margin |

  134. 2023 Pay Versus Performance Table

    2023 Pay Versus Performance Table

  135. 2023 Pay Versus Performance Table

    | | Summary Compensation Table (SCT) Total(1) | | Compensation Actually Paid (CAP)(2) | | Average SCT Total for other NEOs(1) | Average CAP for other NEOs(2)(4) | Value of Initial Fixed $100 Investment Based on: | | | | | Year | John Weinberg(3) | Ralph Schlosstein | John Weinberg(3) | Ralph Schlosstein | | | Company TSR | Peer Group TSR(5) | Net Income ($ in millions) | Adjusted Net Revenue ($ in millions)(6) | | 2023 | $12,965,491 | N/A | $18,668,990 | N/A | $4,087,784 | $6,630,862 | $253 | $133 | $255 | $2,449 | | 2022 | $15,176,726 | $7,676,726 | $5,693,292 | $5,502,692 | $5,028,826 | $3,900,059 | $158 | $119 | $477 | $2,786 | | 2021 | $16,282,195 | $10,282,195 | $38,025,295 | $12,841,786 | $5,443,744 | $6,610,145 | $192 | $133 | $740 | $3,317 | | 2020 | $13,315,103 | $7,315,103 | $42,672,395 | $10,685,288 | $4,463,806 | $6,267,435 | $152 | $98 | $351 | $2,327 |

  136. 2023 Pay Versus Performance Table

    | (1) The PEO in the 2023 reporting year is John S. Weinberg. The PEOs in the 2022, 2021, and 2020 reporting years are John S. Weinberg and Ralph L. Schlosstein (Mr. Schlosstein stepped down as Co-Chairman of the Board and Co-CEO effective February 25, 2022). The NEOs in the 2023 reporting year are Roger C. Altman, Edward S. Hyman, Jason Klurfeld, Tim LaLonde, Celeste Mellet, and Paul Pensa. The NEOs in the 2022 reporting year are Roger C. Altman, Edward S. Hyman, Jason Klurfeld, and Celeste Mellet. The NEOs in the 2021 reporting year are Roger C. Altman, Edward S. Hyman, Jason Klurfeld, Celeste Mellet, and Robert B. Walsh. The NEOs in the 2020 reporting year are Roger C. Altman, Edward S. Hyman, Jason Klurfeld, and Robert B. Walsh. |

  137. 2023 Pay Versus Performance Table

    | (2) SEC rules require certain adjustments be made to Summary Compensation Table values to determine Compensation Actually Paid, or CAP. The amounts reported as CAP to our PEOs and Average CAP to Non-PEO NEOs were calculated in accordance with Item 402(v) of Regulation S-K, as shown in the table below. NEOs do not participate in any defined benefit plan and as such, no adjustment for pension is included in the following table. The following table details adjustments made to calculate CAP. |

  138. 2023 Pay Versus Performance Table

    | | | Deduction from SCT Total | Additions (Deductions) to SCT Total | | | | | | | Year | SCT Total | Grant Date Fair Value of Equity Awards | Fair Value of Current Year Equity Awards Unvested at FY End | Change in Fair Value of Prior Year Equity Awards Unvested at FY End | Change in Fair Value of Prior Year Equity Awards that Vested in the Year | Change in Fair Value of Prior Year Equity Awards Forfeited in the Year | Dividends on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | CAP | | PEO SCT Total to CAP Reconciliation (Mr. Weinberg) | | | | | | | | | | 2023 | $12,965,491 | $3,340,491 | $4,200,817 | $3,603,246 | $991,815 | $0 | $248,112 | $18,668,990 | | 2022 | $15,176,726 | $5,426,726 | $4,679,314 | $(1,463,864) | $(7,708,408) | $0 | $436,250 | $5,693,292 | | 2021 | $16,282,195 | $4,282,195 | $4,919,129 | $18,076,120 | $2,089,618 | $0 | $940,429 | $38,025,295 | | 2020 | $13,315,103 | $2,565,103 | $3,449,713 | $28,334,454 | $(977,793) | $0 | $1,116,022 | $42,672,395 | | PEO SCT Total to CAP Reconciliation (Mr. Schlosstein) | | | | | | | | | | 2023 | N/A | — | — | — | — | — | — | — | | 2022 | $7,676,726 | $5,426,726 | $4,679,314 | $(1,463,864) | $(239,888) | $0 | $277,130 | $5,502,692 | | 2021 | $10,282,195 | $4,282,195 | $4,919,129 | $1,458,980 | $220,209 | $0 | $243,469 | $12,841,786 | | 2020 | $7,315,103 | $2,565,103 | $3,449,713 | $2,159,351 | $106,799 | $0 | $219,424 | $10,685,288 | | Average Non-PEOs SCT Total to CAP Reconciliation | | | | | | | | | | 2023 | $4,087,784 | $1,816,352 | $2,284,145 | $2,196,985 | $347,395 | $(569,052) | $99,958 | $6,630,862 | | 2022 | $5,028,826 | $2,571,521 | $2,217,351 | $(759,806) | $(154,846) | $0 | $140,056 | $3,900,059 | | 2021 | $5,443,744 | $2,264,559 | $2,535,885 | $689,931 | $90,370 | $0 | $114,774 | $6,610,145 | | 2020 | $4,463,806 | $1,817,682 | $2,444,533 | $1,008,564 | $47,866 | $0 | $120,346 | $6,267,435 |

  139. 2023 Pay Versus Performance Table

    | (3) The amounts shown for Mr. Weinberg’s CAP include (i) as a component of the SCT Total, the portion of Mr. Weinberg’s initial long-term sign-on restricted cash award of $35 million that vested during the applicable year (as explained in more detail in “Compensation Discussion and Analysis”), as well as (ii) the change in the fair value of Mr. Weinberg’s initial long-term sign-on equity awards granted in 2016 that were unvested at fiscal year end or vested during the applicable fiscal year. These awards, which were granted in 2016, were not a part of Mr. Weinberg’s discretionary annual bonus in respect of any year of his service and the vast majority were intended to replace deferred compensation from Mr. Weinberg’s previous employer that was at risk of forfeiture as a result of joining Evercore. |

  140. 2023 Pay Versus Performance Table

    | (4) The fair value of performance-based equity awards reported for CAP purposes reflects calculated performance at the end of the performance year for internal metrics, in accordance with FASB ASC 718. Performance-based equity awards subject to internal metrics will ultimately vest, if at all, based on measured performance through the end of the performance period. |

  141. 2023 Pay Versus Performance Table

    | (5) Reflects the total shareholder return indexed to $100 per share for the S&P 500 Financials Index, which is the industry line peer group reported in our annual report to shareholders. |

  142. 2023 Pay Versus Performance Table

    | (6) Adjusted Net Revenues is a non-GAAP financial measure. See Annex A for further information and a reconciliation to U.S. GAAP amounts. |

  143. Relationship between “Compensation Actually Paid” and Performance Measures

    Relationship between “Compensation Actually Paid” and Performance Measures In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay Versus Performance Table. As described above, the Compensation Committee did not consider the pay versus performance disclosure described above when making its compensation decisions. However, as indicated in the above charts:

  144. Relationship between “Compensation Actually Paid” and Performance Measures

    | • | A substantial portion of our NEO compensation is delivered in the form of equity. Accordingly, PEO and average other NEO “compensation actually paid” each year generally increased when our TSR increased and decreased when our TSR decreased. This correlation is amplified with respect to Mr. Weinberg for years prior to 2023, for whom the change in value of the long-term initial sign-on equity awards granted to him in 2016 that were unvested at fiscal year end or vested during the applicable fiscal year were included. |

  145. Relationship between “Compensation Actually Paid” and Performance Measures

    | • | As discussed in the “Compensation Discussion and Analysis”, the Compensation Committee considers a range of measures, including the Company’s performance along with the NEO’s individual contributions, the NEO’s promotion of and adherence to our Core Values, and other factors in determining NEO compensation. Accordingly, the year-over-year changes in NEO compensation as shown in the Summary Compensation Table and the table titled “2023 NEO Annual Compensation and Incentives” on page 47, are directionally aligned with the year-over-year changes in Net Income and Adjusted Net Revenues (particularly after giving effect to the decrease in our CEO’s compensation this year and the 41% decrease in our CEO’s annual incentive award from 2021 to 2022). However, because “compensation actually paid” is influenced by, among other things, the change in value of unvested deferred equity awards, the “compensation actually paid” to our PEO and NEOs increased in 2023 in alignment with the increase in the value of those awards. For Mr. Weinberg’s “compensation actually paid” in years prior to 2023, this effect is amplified by the change in value of the long-term initial sign-on equity awards granted to him in 2016 that were unvested at the applicable fiscal year end or vested during the applicable fiscal year. |

  146. ON EXECUTIVE COMPENSATION

    | ✓ | “2023 Incentive Awards and Determinations” in our Compensation Discussion & Analysis (see page 43) |

  147. AND MANAGEMENT

    AND MANAGEMENT The following table sets forth, as of April 19, 2024, information regarding the beneficial ownership of Voting Units and our Class A common stock and Class B common stock held by (1) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of Class A common stock or Class B common stock, (2) each of our directors, (3) each of our NEOs and (4) all of our current directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, and thus the 11,759 shares of our Class A common stock that will be delivered in respect of RSUs that vest within 60 days of April 19, 2024 to certain individuals are deemed outstanding for calculating the percentage of outstanding shares of the person holding such RSUs, but are not deemed outstanding for calculating the percentage of any other person. Percentage of beneficial ownership is based upon (1) 38,516,548 shares of our Class A common stock issued and outstanding and (2) 2,573,908 votes associated with Class B common stock and Voting Units outstanding, excluding general partnership units held by the Company, in each case, as of April 19, 2024. Generally, all holders of Voting Units hold one or more shares of our Class B common stock. To our knowledge, except as set forth in the footnotes to this table, and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise indicated, the address of each of the persons in this table is as follows: c/o Evercore, 55 East 52nd Street, New York, New York 10055.

  148. AND MANAGEMENT

    | (4) Includes 1,069 unvested RSUs (2,137 in the case of Mr. Overlock and Ms. Williamson, who elected to receive their retainer 100% in common stock rather than cash) granted to each non-management director, as director compensation that will vest within 60 days of April 19, 2024. |

  149. AND MANAGEMENT

    | (5) Does not include 66,653 unvested RSUs granted to Mr. Weinberg under the 2006 Plan, the 2016 Plan, the First Amended 2016 Plan and the Second Amended 2016 Plan. |

  150. AND MANAGEMENT

    | (6) Does not include 34,779 unvested RSUs granted to Mr. Hyman under the 2006 Plan, the 2016 Plan, the First Amended 2016 Plan and the Second Amended 2016 Plan. |

  151. AND MANAGEMENT

    | (8) Does not include 32,007 unvested RSUs granted to Mr. Klurfeld under the 2006 Plan, the 2016 Plan, the First Amended 2016 Plan and the Second Amended 2016 Plan. |

  152. AND MANAGEMENT

    | (9) Does not include 39,813 unvested RSUs and 100,000 unvested K-P Units granted to Mr. LaLonde under the 2006 Plan, the 2016 Plan, the First Amended 2016 Plan and the Second Amended 2016 Plan. |

  153. AND MANAGEMENT

    | (10) Does not include 8,687 unvested RSUs granted to Mr. Pensa under the 2006 Plan, the 2016 Plan, the First Amended 2016 Plan and the Second Amended 2016 Plan. |

  154. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    2016 EVERCORE INC. STOCK INCENTIVE PLAN ✓ What is being voted on. The approval of the Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (the “Third Amended 2016 Plan”). ✓ Board recommendation. Our Board unanimously recommends that you vote “FOR” the approval of the Third Amended 2016 Plan.

  155. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | Our Board Unanimously Recommends a Vote FOR Approval of the Third Amended 2016 Plan |

  156. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    On April 23, 2024, upon the recommendation of the Compensation Committee, our Board of Directors unanimously adopted the Third Amended 2016 Plan, in the form attached hereto as Annex B, subject to the approval of our shareholders at this Annual Meeting. The Third Amended 2016 Plan would replace the Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (the “Second Amended 2016 Plan”), approved by shareholders at our annual meeting that took place on June 16, 2022, which replaced the First Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (the “First Amended 2016 Plan”). The Third Amended 2016 Plan would apply to awards granted on or after the date of our Annual Meeting. The terms of the Third Amended 2016 Plan are identical to those of the shareholder-approved Second Amended 2016 Plan, other than an increase of 6,000,000 in the number of shares authorized for issuance under the plan.

  157. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | Highlights of the Third Amended 2016 Plan and Equity Compensation Practices |

  158. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | ✓ | Third Amended 2016 Plan Includes Features Designed to Protect Shareholder Interests. The Third Amended 2016 Plan, together with our equity compensation practices, demonstrates many best practices: |

  159. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | × No “evergreen” provision × No liberal share recycling × No repricing (or cash buybacks) of underwater stock options or stock appreciation rights × No “reload” equity awards × No equity grants below fair market value × Prohibition on hedging Evercore equity holdings | ✓ Fixed maximum share limit ✓ Four-year deferred vesting of RSUs, subject to early vesting events ✓ Equity granted under the Second Amended 2016 Plan and the First Amended 2016 Plan has been broad-based, with more than 90% of all equity awards granted in the past three years issued to employees other than our executive officers and more than 90% were issued to employees with direct revenue-generating and client-facing responsibilities ✓ Equity ownership guidelines for executive officers and SMDs ✓ Separate annual compensation limit of $500,000 for non-employee directors ✓ NEO awards are subject to a clawback |

  160. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | ✓ | Importance of the Third Amended 2016 Plan and Request for Limited Share Authorization. We believe that our prudent use of equity compensation has been an important driver of our success, and is necessary for our continued success and growth. We are requesting only the limited number of shares which we believe will be necessary for continuing to manage and grow our business in the current environment over the next approximately two to three years. While we have approximately |

  161. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | 2.6 million shares remaining from our 2022 authorization, the availability of shares over the next two to three years is critical for our ability to execute our growth strategy, including the continued recruitment of talented SMDs, manage our existing talent, and implement our compensation program, in the near term. Accordingly, we are seeking shareholder approval to refresh the number of shares under our plan by 6,000,000 shares. |

  162. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | We are a human capital business and our revenue and profits are tied to the number, quality and performance of our people. Our ability to pay appropriate levels of compensation in the form of equity incentives has enabled us to recruit, retain and motivate high-caliber talent dedicated to our long-term growth and success (such as the 11 Advisory SMDs recruited in 2023). |

  163. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | Broad-based equity compensation is a critical tool for aligning the interests of our employees with those of our shareholders at all levels – not just at senior levels. Over the last three years, more than 90% of equity awards were granted to employees other than our executive officers and more than 90% were granted to employees with direct revenue-generating and client-facing responsibilities. |

  164. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | Your approval of the Third Amended 2016 Plan is critical for us to continue granting equity compensation broadly as a significant portion of our annual incentive compensation awards. In turn, this allows us to incentivize all employees who receive equity, not just senior employees and NEOs, and align the interest of our employees with those of our shareholders |

  165. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | ✓ | Prudent Use of Equity Compensation. We have a track record of prudent equity compensation management. We anticipated our 2022 and 2020 proposals would provide sufficient shares to last two years each. Due to our prudent management of equity awards, our strong performance and our balanced use of deferred cash compensation, we have exceeded our expectations, with approximately 2.6 million shares remaining from our 2022 authorization. |

  166. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | We have carefully considered the share request to allow the business to run with stability and certainty, and to execute our compensation program and growth strategy, for approximately two to three years. We believe it is important to revisit equity compensation practices and norms with shareholders on a regular basis, and this interval strikes a prudent balance for shareholders and Evercore. |

  167. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | Equity-based incentive awards are generally delivered as a component of an employee’s annual incentive awards. Such equity awards are generally based on services already performed and, for award recipients who have client facing responsibilities, revenue already generated, rather than for future potential performance. |

  168. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | By making equity a significant portion of our employees’ incentive awards, we are linking our employees’ incentive awards to the performance of the Company (as well as individual performance). Through our use of equity compensation (as opposed to simply deferred cash compensation), we encourage our employees to behave like shareholders, and therefore motivate them to conduct business in a manner that produces superior returns over the long term. We grant equity awards in the form of RSUs that expose the award recipient to both the downside and upside of our stock performance. |

  169. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | ✓ | Strong Track Record of Mitigating Dilution. We have consistently offset the potential dilutive effect of equity incentive compensation. By repurchasing in a fiscal year at least as many shares as we expect to ultimately issue as a result of deferred year-end equity incentive compensation granted in respect of the prior year, we have protected our shareholders by essentially neutralizing any dilutive effect of such bonus equity awards. This has the effect of increasing employee and shareholder alignment while protecting shareholders—a benefit which is not available if we pursued purely cash-based forms of compensation. |

  170. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | In 2022, we reaffirmed our 2020 commitment to carefully managing our shares by offsetting the dilutive effect of bonus equity awards through share repurchases, including through net settlement of outstanding awards, subject to our future earnings and our need to maintain a strong liquidity position and reserve the necessary flexibility to address unusual circumstances that may arise. |

  171. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | As indicated in the below chart, we have delivered on our 2022 commitment, achieving an average negative Net Burn Rate, with repurchases offsetting not just bonus equity awards over the 2022-2023 period but also new hire and replacement awards. This year, we reaffirm our 2022 and 2020 commitments to shareholders. |

  172. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | We remain committed to carefully managing our shares by offsetting the dilutive effect of bonus equity awards through share repurchases, including through net settlement of outstanding awards, subject to our future earnings and our need to maintain a strong liquidity position and reserve the necessary flexibility to address unusual circumstances that may arise. For this reason, we are requesting only 6,000,000 additional shares, which we believe will be necessary to manage and grow our business over the next approximately two to three years. |

  173. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | (Shares in 000’s) | 2021 | 2022 | 2023 | 3-Year Average | | Equity Grants: | | | | | | Incentive Award Grants(1) | 2,949 | 2,748 | 2,469 | 2,722 | | New Hire/Retention/Special Equity(2) | 210 | 438 | 107 | 252 | | Forfeitures | (184) | (184) | (190) | (186) | | Net RSU Grants | 2,975 | 3,001 | 2,386 | 2,788 | | Shares Repurchased | 5,456 | 4,438 | 3,001 | 4,298 | | Net Grants—Net RSU Grants less Shares Repurchased | (2,481) | (1,437) | (615) | (1,511) | | Percentage of Net RSU Grants repurchased | 183% | 148% | 126% | 152% | | Weighted Common Shares Outstanding and Vested Evercore LP Partnership Units | 44,878 | 41,873 | 40,766 | 42,506 | | Burn Rate (Taking into account Weighted Common Shares Outstanding, Vested Evercore LP Partnership Units and Forfeitures) | 6.6% | 7.2% | 5.9% | 6.6% | | Net Burn Rate (Also taking into account share repurchases) | -5.5% | -3.4% | -1.5% | -3.5% |

  174. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | (1) This amount reflects RSU grants and certain performance-based special incentive equity awards but does not include the deferred cash compensation awards granted to certain employees. |

  175. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | (2) This amount reflects new hire awards, retention awards and special equity awards that were issued to certain employees and for which the Company reserved shares under the Second Amended 2016 Plan. |

  176. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | ✓ | Our Approach to Managing Equity Compensation Warrants a Tailored Assessment. Traditional burn rate and dilution models, including those employed by proxy advisory firms and some shareholders, do not take into account our anti-dilution efforts of our repurchase programs or the specific factors impacting our business model that necessitate our compensation philosophy. In our conversations with shareholders, they have expressed support for our prudent use of share repurchases to offset the dilutive effect of equity awards as well as the need to use equity compensation broadly in our business. Many of our shareholders therefore recognize the need to tailor their assessment and consideration of these metrics when circumstances warrant. |

  177. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | In our case, the primary drivers of this recognition stem from an understanding that we are a human-capital business that uses equity much differently than more financial or capital intensive firms, including several of our financial services peers. |

  178. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | Our equity compensation practices, including our burn rate and dilution calculations, are often compared to peers with significantly different compensation systems, cost structures and businesses. Many of these peers produce significant revenue from their capital, or compensate employees by direct participation in funds they manage, and are therefore less inclined to issue the same relative volume of equity compensation as us. |

  179. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | By comparison, our revenues are produced predominantly by our revenue generating employees, and we effectively use our equity compensation program as a form of capital expenditure to invest |

  180. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | in, retain and grow the business through our people. As a result, we rely to a greater extent on our equity compensation programs than many of our peer firms and use our equity plan to compensate a broader base of employees. |

  181. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | In light of these distinctions, our shareholders have appreciated and endorsed our use of stock repurchases to mitigate the dilutive effect of equity compensation issuances and have understood the benefits of using equity-based compensation rather than cash-based compensation. |

  182. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    We believe that our careful use of equity compensation is further evidenced by an analysis of our 2021-2023 average stock compensation expense as a percentage of various three-year average operating measures, which is in line with our IAF public peers who disclose equity-only compensation expense. Our public IAF peers share our human capital-intensive business model, and are a better comparison for equity compensation program purposes than certain members of our broader financial services peer group, which generate revenue from financial or other capital and do not grant equity as broadly.

  183. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | | Three-Year Average of Stock Compensation Expense(1) | | | | | Three-Year Average Stock Compensation Expense (in 000’s)(2) | As a Percentage of U.S. GAAP Net Revenue(3) | Per Employee(4) | | Evercore | $264,690 | 9.37% | $126,747 | | Lazard | $241,723 | 8.55% | $73,457 | | Moelis | $151,688 | 13.46% | $139,676 | | PJT Partners | $150,992 | 14.29% | $164,599 | | Greenhill(5) | $30,850 | 10.71% | $82,708 | | Perella Weinberg Partners | $144,287 | 20.79% | $224,049 |

  184. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | (1) Information regarding stock compensation expense of Houlihan Lokey has not been included, as Houlihan Lokey does not separately report equity only compensation expense. |

  185. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | (2) Calculated as the three-year average of the equity only compensation expense for the fiscal years ended December 31, 2021, 2022 and 2023 as reported in the company’s 2023 10-K. |

  186. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | (3) Calculated as (i) Three-Year Average Stock Compensation Expense, divided by (ii) the three-year average U.S. GAAP Net Revenue for the fiscal years ended December 31, 2021, 2022 and 2023 as reported in each company’s 2023 10-K. |

  187. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | (4) Calculated as (i) Three-Year Average Stock Compensation Expense, divided by (ii) the three year-average of the employee headcount disclosed in each company’s 2021, 2022 and 2023 10-K. |

  188. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | (5) Information regarding stock compensation expense of Greenhill is calculated for years 2021 and 2022 only, based on the information reported in its 2022 and 2021 10-K. |

  189. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    In addition, while we do not believe that traditional burn rate calculations that are calculated without taking into account repurchases are a meaningful metric for us on a standalone basis, these metrics do demonstrate that our equity compensation practices are in line with our most direct IAF public peers. While our direct IAF peers each have differing equity compensation programs and organizational structures that limit direct comparisons, the below chart illustrates a comparison of equity compensation practices using publicly available information consistent with the methodology described below.

  190. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | | Three-Year Average Burn Rate (Not Adjusted for Repurchases)(1) | | Evercore | 6.6% | | Lazard | 5.2% | | Moelis | 4.5% | | PJT Partners | 5.0% | | Greenhill | 9.8% | | Houlihan Lokey | 3.0% | | Perella Weinberg Partners | 5.9% |

  191. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | (1) Calculated for Evercore as shown on page 75, and of our peers as (i) the three-year average number of non-performance based equity grants over the three most recently reported fiscal years (less forfeitures), which are reported as equity share awards in each company’s |

  192. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | 10-K for such years, divided by (ii) the three-year average weighted average basic shares of common stock outstanding plus vested equity interests convertible into shares of common stock (e.g., partnership units) over the three most recently reported fiscal years, as reported in each company’s 10-K for such years. Information regarding Greenhill is calculated based on the two-year average for 2021 and 2022 only. |

  193. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | ✓ | Impact on Compensation and Incentive Practices. A reduction in equity-based compensation would require a corresponding increase in alternative forms of deferred compensation to remain competitive for talent, which we believe would reduce the alignment of interests between our employees and shareholders. |

  194. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | We seek to deliver compensation at competitive levels and at levels correlated with employee productivity. A material reduction in compensation would impair our ability to recruit, retain, promote and motivate key employees, and would therefore threaten our business. |

  195. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | If the Third Amended 2016 Plan is not approved, we would likely be compelled to alter our compensation program to increase alternative forms of deferred compensation in order to remain competitive for talent, which we do not believe would be as effective or in the best interests of our shareholders, and would reduce the alignment of interests between our employees and shareholders. |

  196. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | We believe the substitution of deferred cash for equity would reduce the alignment of interests between employees and shareholders. It would not, however, change our need to appropriately compensate our employees. This could be particularly challenging in the current competitive environment. |

  197. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | ✓ | Support of Executive Compensation Program. Our executive compensation and performance are well aligned and have been strongly supported by our shareholders. |

  198. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | As further discussed under “Compensation Discussion and Analysis – 2023 Say on Pay Vote,” in 2023, our shareholders approved our executive compensation program with approximately 92% of voted shares cast in favor of the say on pay proposal. |

  199. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | • | We believe these results inherently reflect strong shareholder support for our pay-for-performance linkage and the associated compensation structure. Our overall compensation program has not changed in any material way since our 2023 say on pay vote and has remained constant in its implementation methodology and fundamental philosophy. |

  200. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    The Third Amended 2016 Plan amends and restates the Second Amended 2016 Plan and is substantively identical to the Second Amended 2016 Plan, except for the increase of 6,000,000 authorized shares. Our shareholders last approved an increase to the number of shares authorized under the Second Amended 2016 Plan in 2022. At the time we told you that our equity compensation was a critical element of our growth strategy and that we needed additional shares to grow over the following two years. Since that time we have prudently and efficiently managed the resulting share pool under the First Amended 2016 Plan. After granting the Company’s annual equity awards in February 2024, and other awards made in 2024, we had about 2.6 million shares remaining under the Second Amended 2016 Plan. The administration of our annual incentive compensation plan, and the execution of our growth strategy, which includes the recruitment and retention of talented SMDs, including our largest class ever in 2023, requires that we have certainty as to the sufficiency of the shares authorized under our equity plan to meet the demands of the talent market. While we have approximately 2.6 million shares remaining from our 2022 authorization, without your approval of this proposal, we do not believe we will have the certainty required to grant the equity awards needed over the next approximately two to three year period to support annual incentive bonuses and new hire grants that are necessary to operate and grow the business in the current environment. In particular, the unprecedented competition for top talent necessitates that we use equity compensation as a core component of compensating our employees and attracting, motivating and retaining key talent. In order to do this effectively, it is critical that we have an appropriate number of shares regardless of the broader market environment or fluctuations in our share price. The nature of our business requires us to continue attracting and incentivizing our high-performing, revenue-generating and client-facing employees. We are a human-capital business and our revenue is closely tied to the number and quality of our people. While capital intensive companies may engage in lending or investing activities, or invest directly in plants, technology and research and development to grow their businesses, we invest in people, our main source of revenue generation. As a result, we use equity more extensively than many of our peers. By using equity, we have been able to invest in the most talented and revenue-generating employees and to have cash available for share buybacks that would otherwise have been used for compensation, historically offsetting the dilution of these equity awards. As discussed above, the number of awards we have granted under the Second Amended 2016 Plan as a percentage of our shares of common stock outstanding, taking into account vested Evercore LP partnership units and forfeited shares, which is commonly referred to as the “burn rate,” averaged 6.6% over the last three years if calculated without taking into consideration share repurchases, but our Net Burn Rate, calculated to reflect the offsetting effect of repurchases, was negative. We believe that calculating the burn rate without regard to repurchases does not provide a meaningful metric for our company in light of our business model and the factors that differentiate our firm. Further, irrespective of burn rate calculations, we grant share-based awards because we believe it to be in the shareholders’ best interests to have employees equity-aligned, as alternative forms of compensation carry the same costs without the benefit of employee shareholder alignment. In connection with the request for additional shares in 2022, we reaffirmed our commitment to working to (1) offset the dilutive effect of our annual bonus equity awards over the next two to three years through our stock repurchase program and (2) maintain our average three-year Net Burn Rate at or below 1.5%, subject in each case to our ability to reserve the necessary flexibility to address unusual circumstances. We remain committed to carefully managing our shares by offsetting the dilutive effect of bonus equity awards through share repurchases, including through net settlement of outstanding awards, subject to our future earnings and our need to maintain a strong liquidity position and reserve the necessary flexibility to address unusual circumstances that may arise. In furtherance of this commitment, in February 2022 the Board authorized a share repurchase program of up to the lesser of $1.4 billion or 10 million shares of Class A common stock and/or Evercore LP Units. If the Third Amended 2016 Plan is approved by our shareholders, it will become immediately effective as of June 18, 2024, with approximately 6,000,000 shares available for future awards (plus the number of shares remaining available for future awards).

  201. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | The Board unanimously recommends that our shareholders vote to approve the Third Amended 2016 Plan for the reasons discussed in “— Highlights of the Third Amended 2016 Plan” and “—Introduction” and more generally in “Compensation Discussion and Analysis—2023 Performance” and “Compensation Discussion and Analysis—Compensation Highlights” and for the reasons discussed on pages 79 - 87. |

  202. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | Rationale for the Third Amended 2016 Plan and Equity Compensation Practices |

  203. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | ✓ | Equity-based compensation is crucial to our recruitment and retention strategy. |

  204. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    Equity-based compensation helps us to recruit and retain top talent. Our recruitment, retention and motivation of SMDs have been crucial to our success and hinge on our ability to pay an appropriate percentage of compensation in the form of equity incentive awards. We believe that grants of equity allow us to remain competitive in the marketplace, enabling us to recruit, retain, promote and motivate high-caliber talent dedicated to the Company’s long-term growth and success. We must be able to compete for top talent. The equity awards that we grant to new hires are generally included in two types: “replacement” awards and “new hire” awards. Replacement awards, as the name suggests, are designed to replace equity awards forfeited by the employee upon departure from his or her prior employer. These awards are generally sized to approximate the value of, and vest on the same schedule as, the forfeited awards. New hire awards effectively guarantee a floor level of compensation during the initial period of employment and are designed to mitigate temporarily the uncertainty associated with a senior banker’s decision to change firms. Generally, new hire awards vest ratably over three to four years. Both replacement and new hire awards are a commercial convention within our industry; without them, our lateral hiring efforts would cease to be successful or we would be forced to increase our use of deferred cash awards. High performers receive more annual equity-based compensation. The size of our annual incentive RSU awards is highly correlated to the revenue contribution of award recipients and such awards are generally subject to ratable vesting over four years. For many of our employees, annual bonus equity awards and other deferred compensation constitutes at least half of their compensation. We grant equity broadly. During the 2021-2023 period, more than 90% of all annual bonus equity awards granted by us were issued to persons other than our executive officers. Similarly, more than 90% of all annual bonus equity awards granted by us during that period were issued to persons with direct, client- facing and revenue-generating responsibilities. This further underscores that our compensation is tied directly to the contribution to the business, not seniority or role.

  205. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | ✓ | A reduction in our use of equity-based compensation would require a corresponding increase in our use of alternative deferred compensation programs and cash compensation. |

  206. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    We could reduce the number of shares that we sought to use for compensatory awards by substituting cash compensation for equity awards. We seek to deliver compensation at market competitive levels and at levels correlated with employee productivity. A material reduction in compensation would impair our ability to recruit, retain, promote and motivate key employees, and would therefore threaten our future business prospects. If the Third Amended 2016 Plan is not approved, we would likely be compelled to alter our compensation program to increase alternative deferred compensation programs or cash compensation in order to remain competitive, which we do not believe is as effective. The substitution of deferred cash for equity reduces the alignment of interests between employees and shareholders. Moreover, we believe the substitution would also limit our flexibility to use cash for other purposes. This could be particularly challenging in adverse environments when we need flexibility to preserve cash.

  207. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | ✓ | Equity compensation aligns employee and shareholder interests. |

  208. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    We drive long-term value creation. Equity compensation is critical to aligning the interests of our employees with those of our shareholders. By making equity a significant portion of our employees’ compensation, we are linking our employees’ compensation to the performance of the Company and their individual performance. Our employees are therefore motivated to conduct the business in a manner that produces superior returns over the long term. We grant equity awards in the form of RSUs that, in contrast to options, expose the award recipient to both the downside and the upside of our stock performance. We believe that this, in part, has driven the long-term value we have created for our shareholders.

  209. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | ✓ | The Third Amended 2016 Plan Includes Features Designed to Protect Shareholder Interests. |

  210. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    The requested number of shares to be authorized under the Third Amended 2016 Plan is conservative, and we only request authorization for additional shares as necessary. The Third Amended 2016 Plan does not contain an “evergreen” provision, under which new shares are automatically authorized each year. We have carefully considered the share request to allow the business to run with stability and certainty for approximately two to three years. We believe it is important to revisit equity compensation practices and norms with shareholders on a regular basis, particularly in the current environment, and this interval strikes the right balance for shareholders and Evercore in the current environment. The Third Amended 2016 Plan does not permit liberal share recycling. Consistent with best practices, we do not recycle shares withheld to satisfy taxes payable upon award settlement or otherwise engage in so-called “liberal share recycling” under the Third Amended 2016 Plan. This means that the number of shares reserved for issuance under the plan is an accurate reflection of the size of the awards we actually issue and is not reduced to exclude the one-third or more of every award that may be withheld to pay taxes. An issuer that does not engage in liberal share recycling will most likely have share utilization that is higher than one that does. Repricing of options or stock appreciation rights is not permitted under the Third Amended 2016 Plan. The Third Amended 2016 Plan guarantees that all options and stock appreciation rights are priced at no less than 100% of the fair market value of our Class A common stock on the grant date. Since repricing is prohibited, these prices remain unchanged regardless of changes in the price of our Class A common stock. Thus consistent with best practices, the Third Amended 2016 Plan does not permit the repricing of “underwater” options and stock appreciation rights.

  211. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    | Burn Rate and Dilution Calculations |

  212. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    Traditional burn rate and dilution calculations do not take into account our human capital-based cost structure or our compensation and repurchase practices. Proxy advisors and many shareholders recognize that certain elements of our structure and practices require changes to traditional burn rate and dilution calculations. For example, due to our UPREIT structure, proxy advisory firms include in their equity grant calculations Evercore LP partnership units, since Evercore LP Class A, Class E, Class I and Class K partnership units are convertible into common stock on a one-to-one basis at the discretion of the holder, do not require the payment of a conversion or exercise price and receive the same dividend payout as common stock. When these partnership units are taken into account, the dilutive effect of our equity-based compensation grants declines. However, the proxy advisory firms have generally not taken into account our historical practice of offsetting the dilutive effect of equity compensation grants through stock repurchases. Without taking repurchases (a corporate action our shareholders have overwhelmingly supported) into account in determining the dilutive effect of our equity grants, the calculations overstate our burn rate and dilution because, for purposes of the calculations, the total shares outstanding are reduced by stock buybacks, but the shares granted are not. The proxy advisory firms have also compared us to peers who have significantly different cost structures and businesses, and have used dilution calculations that penalize us for having longer vesting periods and granting RSU awards, which we believe result in greater retention. Paying compensation with equity while using cash to repurchase stock puts us in the same economic position as, for example, a manufacturing company that uses its cash to pay compensation and other business costs, but gives us the added benefit of aligning employee and investor interests and permits us to use cash to repurchase shares.

  213. Dilution Calculation

    | Securities Authorized for Issuance Under Equity Compensation Plans |

  214. Dilution Calculation

    | (1) The only awards presently outstanding are RSUs and similar stock-based awards, which by their nature have no exercise price. |

  215. GLOSSARY OF KEY DEFINED TERMS

    | 2006 Plan | Amended and Restated 2006 Evercore Inc. Stock Incentive Plan | | 2016 Plan | 2016 Evercore Inc. Stock Incentive Plan, effective as of June 15, 2016 | | 2025 Annual Meeting | 2025 Annual Meeting of Stockholders | | Alliance | Alliance Advisors LLC | | Annual Meeting | 2024 Annual Meeting of Stockholders | | Annual Report | Annual Report to Shareholders for the fiscal year ended December 31, 2023 | | Beneficial owner | Shareholder of shares held in street name through a bank, broker or other holder of record | | BlackRock | BlackRock, Inc. | | Board | Board of Directors of Evercore | | Broker non-vote | When the beneficial owner of stock held in street name does not provide the broker voting instructions with respect to proposals that are considered non-discretionary under current NYSE rules | | Code | Internal Revenue Code of 1986, as amended | | Company | Evercore Inc. | | Deloitte | Deloitte & Touche LLP | | EPS | Earnings Per Share | | ESG | Environmental, Social and Governance | | Evercore | Evercore Inc. | | EWM | Evercore Wealth Management, LLC | | Exchange Act | Securities Exchange Act of 1934, as amended | | FASB ASC Topic 718 | Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation | | First Amended 2016 Plan | Amended and Restated 2016 Evercore Inc. Stock Incentive Plan, effective as of June 16, 2020 | | Form 10-K | Annual Report on Form 10-K for the fiscal year ended December 31, 2023 | | GCP II | Glisco Capital Partners II, L.P., formerly Evercore Mexico Partners II, L.P. | | Glisco | Glisco Partners, Inc. | | Glisco II | Glisco Partners II, L.P., formerly Evercore Mexico Capital Partners II, L.P. | | Glisco III | Glisco Partners III, L.P., formerly Evercore Mexico Capital Partners III, L.P. | | IPO | Evercore’s 2006 initial public offering | | ISI | International Strategy & Investment Group | | Lehman Brothers | Lehman Brothers Holdings Inc. | | Mexico Private Equity Funds | Glisco II and Glisco III | | MIT | Massachusetts Institute of Technology |

  216. GLOSSARY OF KEY DEFINED TERMS

    | NEO | Named Executive Officer | | Notice | Notice of Internet Availability of Proxy Materials | | NYSE | New York Stock Exchange | | Partnership Agreement | Seventh Amended and Restated Partnership Agreement of Evercore LP, as amended | | RSUs | Restricted stock units | | Say on Pay | Non-binding, advisory shareholder vote on executive compensation | | SEC | Securities and Exchange Commission | | Second Amended 2016 Plan | 2022 Evercore Inc. Stock Incentive Plan, effective as of June 16, 2022 | | Securities Act | Securities Act of 1933, as amended | | Simpson Thacher | Simpson Thacher & Bartlett LLP | | SMD | Senior Managing Director | | Street name | Shares held through a bank, broker or other holder of record | | Third Amended 2016 Plan | 2024 Evercore Inc. Stock Incentive Plan, effective immediately upon approval by our shareholders | | Trilantic | Trilantic Capital Partners | | Trilantic IV | Trilantic Capital Partners Associates IV L.P. | | Trilantic V | Trilantic Capital Partners Associates V L.P. | | Trilantic Funds | Trilantic IV and Trilantic V | | TSR | Total Shareholder Return | | UPREIT | Umbrella Partnership Real Estate Investment Trust | | U.S. GAAP or GAAP | Generally accepted accounting principles in the United States of America | | Vanguard | The Vanguard Group | | Voting Units | Evercore LP Class A, Class E, Class I, and Class K limited partnership units. |

  217. (UNAUDITED)

    | 13. | Assumes the vesting, and exchange into Class A shares, of substantially all Evercore LP Units and IPO related restricted stock unit awards in the Adjusted presentation. In the computation of outstanding common stock equivalents for U.S. GAAP net income per share, the Evercore LP Units are anti-dilutive. |

  218. ANNEX B: THIRD AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    ANNEX B: THIRD AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN THIRD AMENDED AND RESTATED 2016 EVERCORE INC.

  219. STOCK INCENTIVE PLAN

    STOCK INCENTIVE PLAN

  220. (As Amended and Restated Effective June 18, 2024)

    | (f) Change in Control: The occurrence of any of the following: (1) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions, of all or substantially all of the assets of the General Partner or the Partnership to any Person if any Person or affiliated group of Persons (other than the General Partner, a Founding Limited Partner or any of their respective Affiliates) will be, immediately following the consummation of such transaction or transactions, the beneficial owner, directly or indirectly, of more than 50% of the then outstanding securities or voting securities of such Person; (2) the dissolution of the General Partner or the Partnership (other than by way of merger, consolidation or a reorganization transaction); (3) the consummation of any transaction (including, without limitation, any merger, consolidation or a reorganization transaction) the result of which is that any Person or affiliated group of Persons (other than the General Partner, a Founding Limited Partner or any of their respective Affiliates) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding Partnership Units and/or more than 50% of the voting power of the General Partner’s voting securities; or (4) the consummation of any transaction subject to Rule 13e-3 under the Exchange Act. |

  221. (As Amended and Restated Effective June 18, 2024)

    | (r) ISO: An Option that is also an incentive stock option granted pursuant to Section 6(d) of the Plan. |

  222. (As Amended and Restated Effective June 18, 2024)

    | (u) Option: A stock option granted pursuant to Section 6 of the Plan. |

  223. (As Amended and Restated Effective June 18, 2024)

    | (bb) Plan: This Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan, effective as of the Effective Date, as may be further amended from time to time. |

  224. (As Amended and Restated Effective June 18, 2024)

    | (cc) Prior Plan: The Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan, effective June 16, 2022. |

  225. (As Amended and Restated Effective June 18, 2024)

    | (dd) Restricted Stock: An award of Shares which are subject to certain restrictions and to a risk of forfeiture. |

  226. (As Amended and Restated Effective June 18, 2024)

    | (d) ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. ISOs may be granted with respect to all the shares reserved for issuance under this Plan. Such ISOs shall comply with the requirements of Section 422 of the Code (or any successor section thereto). No ISO may be granted to any Participant who at the time of such grant, owns more than ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (i) within two years after the date of grant of such ISO or (ii) within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be nonqualified stock options, unless the applicable Award agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified stock option granted under the Plan; provided that such Option (or potion thereof) otherwise complies with the Plan’s requirements relating to nonqualified stock options. In no event shall any member of the Committee, the |

  227. (As Amended and Restated Effective June 18, 2024)

    | (a) Generally. The Committee, in its sole discretion, may grant or sell Awards of Shares, Awards of Restricted Stock and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair |

  228. (As Amended and Restated Effective June 18, 2024)

    | (b) Change in Control. In the event of a Change in Control after the Effective Date, (i) if determined by the Committee in the applicable Award agreement or otherwise, some or all outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change in Control and (ii) the Committee may, but shall not be obligated to, (A) cancel some or all Awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights) over the aggregate exercise price of such Options or Stock Appreciation Rights, (B) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of some or all affected Awards previously granted hereunder, as determined by the Committee in its sole discretion and/or (C) provide that, for a period of at least 15 days prior to the Change in Control, some or all Options and/or Stock Appreciation Rights shall be exercisable as to all the Shares subject thereto and that, upon the occurrence of the Change in Control, such Options and/or Stock Appreciation Rights shall terminate and be of no further force and effect. |