DEF 14A of Evercore Inc., Apr 29, 2026

DEF 14A of Evercore Inc.

Filed Apr 29, 2026 · FY20250001193125-26-191911

Open on EDGAR

  1. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | ✓ | 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 11 persons identified herein for election as directors, all of whom are directors currently, to hold office until the 2027 Annual Meeting or until the election and qualification of their successors. Our nominees include nine independent directors.

  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 13, 2026; and their biographical information.

  6. PROPOSAL 1—ELECTION OF DIRECTORS

    | Name | Age | Position | Director Since | | Roger C. Altman | 80 | Founder, Senior Chairman and Director | 2006 | | Pamela G. Carlton | 71 | Director | 2019 | | Ellen V. Futter | 76 | Director | 2018 | | Gail B. Harris | 73 | Director | 2006 | | Robert B. Millard | 75 | Director | 2012 | | Willard J. Overlock, Jr. | 80 | Director | 2014 | | Sir Simon M. Robertson | 85 | Director | 2017 | | Christine A. Varney | 70 | Director | 2026 | | John S. Weinberg | 69 | Chairman of the Board and CEO | 2016 | | William J. Wheeler | 64 | Director | 2015 | | Sarah K. Williamson | 62 | 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, after 22 years as an investment banker on Wall Street, launched research and consulting firm 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: director/trustee of the Columbia Mutual Fund complex and two Columbia closed-end funds, 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. 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 M.B.A. from Yale School of Management. Ellen V. Futter is president of the Markle Foundation. She previously served as the President of the American Museum of Natural History from November 1993 through March 15, 2023, when she was elected President Emerita. Previously, Ms. Futter served as the President of Barnard College and prior to that was a corporate attorney at the law firm of Milbank LLP (formerly known as Milbank, Tweed, Hadley & McCloy). She also previously served as the Chairman of the Federal Reserve Bank of New York and was on the Board of Trustees and several committees for Consolidated Edison Co. of New York Inc. Ms. Futter is also a Trustee of the Brookings Institution, where she chairs the Nominations and Governance Committee and is a member of its 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 a Trustee of the Cold Spring Harbor Laboratory, where she serves on the Nominating, Education, and Facilities Committees. She is also an ex officio Director of New York City Tourism and Conventions and previously served as a senior advisor to the Boston Consulting Group. 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. He also sits on the Board of Directors of iHeart Media, Inc, serves on the compensation committee and chairs the audit committee. Mr. Millard serves on the Board of Directors of L3Harris Technologies and was the lead independent director until April 2025. He also served as chairman of L3 Technologies, a predecessor company, and 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. Mr. Overlock previously 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. 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.

  8. PROPOSAL 1—ELECTION OF DIRECTORS

    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. 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. Christine A. Varney previously served as Chair of the Antitrust Practice of Cravath, Swaine & Moore LLP from 2011 until her retirement in December 2025. Prior to her time at Cravath, Ms. Varney served as Assistant Attorney General at the Department of Justice and headed the DOJ’s Antitrust Division, overseeing all aspects of the Division’s operations, including merger review, criminal and civil litigation and investigations and coordination with competition regulators outside the United States. Before her tenure at the DOJ, Ms. Varney served as a Commissioner of the Federal Trade Commission. Prior to becoming FTC Commissioner, Ms. Varney served as Assistant to the President and Secretary to the Cabinet in the Clinton administration. Ms. Varney received a B.A. from the State University of New York at Albany in 1977, an M.P.A. from Syracuse University in 1982 and a J.D. from Georgetown University Law Center in 1986. 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, NewYork-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 previously served as the Vice Chairman and President of Athene Holding Ltd. 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, he was an investment banker at Donaldson, Lufkin & Jenrette. Mr. Wheeler also serves on the board of Ethos Technologies. Mr. Wheeler has an A.B. from Wabash College, where he is now the chairman of the board of trustees, and an M.B.A. from Harvard Business School. Sarah K. Williamson is currently the Chief Executive Officer of FCLTGlobal, a not-for-profit organization whose mission is to focus capital on the long term to support a sustainable and prosperous economy. Ms. Williamson previously spent over 20 years with Wellington Management, a private, independent investment management firm, including as a Partner and Director of Alternative Investments. Before joining Wellington Management, Ms. Williamson was a senior engagement manager at McKinsey & Company, a special assistant at the U.S. Department of State, and a Goldman Sachs mergers and acquisitions investment banker. Ms. Williamson also serves as a director of EXL Service (NASDAQ: EXLS), where she serves on the Compensation and Talent Management Committee and Nominating and Governance Committee. She also serves as chair of the board of the Whitehead Institute for Biomedical Research, and a member of the boards of MITIMCo and the Women’s Foundation of Boston. She is a member of the Council on Foreign Relations. Ms. Williamson received her B.A. in economics, with honors, from Williams College in 1984 and earned an M.B.A., 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. 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 Ms. Varney, the Board considered her leadership experience as Chair of the Antitrust Practice at Cravath, Swaine & Moore LLP, her prior service as Assistant Attorney General for the Antitrust Division of the U.S. Department of Justice and as a Commissioner of the Federal Trade Commission, and her extensive experience advising multinational companies on antitrust and competition law matters in connection with a broad range of business transactions. |

  19. 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. |

  20. 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. |

  21. 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. |

  22. PROPOSAL 1—ELECTION OF DIRECTORS

    | Board Recommendation |

  23. 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, Christine A. Varney, 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, Varney 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.

  24. 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 2025, non-management directors also receive an annual retainer and RSU grant, with amounts outlined below.

  25. DIRECTOR COMPENSATION

    | | ($) | Key Payment and Vesting Features | | | | ✓Retainerpayable 100% in cash or RSUs, or 50% in cash and 50% in RSUs, at director’s election. ✓AnnualRSU grants deliver on the first anniversary of the grant date. ✓Annualcash payment for the Chairs of the Board Committees. ✓One-timeRSU grant upon joining the Board delivers 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 | |

  26. DIRECTOR COMPENSATION

    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 2025 RSU Grants. Each non-management director received, upon his or her re-election to the Board on June 11, 2025, an award of 527 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 May 28, 2025 through June 10, 2025, with the exception of Messrs. Overlock and Millard and Ms. Williamson, who elected to receive their retainer 100% in RSUs rather than cash, and accordingly received awards of 1,054 RSUs (for Mr. Overlock and Ms. Williamson) and 1,181 RSUs (for Mr. Millard to reflect his additional compensation for serving as the Chair of the Compensation Committee) with a value of approximately $250,000 and $280,000, respectively, based on the average of the high and low average share price during each day of the 10-trading-day period from May 28, 2025 through June 10, 2025. 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 2025.

  27. Director Compensation in 2025

    Director Compensation in 2025

  28. Director Compensation in 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Pamela G. Carlton | 125,000 | 130,548 | 255,548 | | Ellen V. Futter | 125,000 | 130,548 | 255,548 | | Gail B. Harris | 155,000 | 130,548 | 285,548 | | Robert B. Millard(2) | 155,000 | 130,548 | 285,548 | | Willard J. Overlock, Jr(2). | 125,000 | 130,548 | 255,548 | | Sir Simon M. Robertson | 125,000 | 130,548 | 255,548 | | William J. Wheeler | 155,000 | 130,548 | 285,548 | | Sarah K. Williamson(2) | 125,000 | 130,548 | 255,548 |

  29. Director Compensation in 2025

    | (1) The amounts reflected in the Stock Awards column represent the grant date fair value of the awards made during 2025, 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 was June 11, 2025 ($247.72) 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 May 28, 2025 through June 10, 2025 ($237.20). As of December 31, 2025, each of the directors listed above held 527 vested RSUs, which deliver on June 11, 2026, with the exception of Messrs. Overlock and Millard and Ms. Williamson, who hold 1,054 RSUs (for Mr. Overlock and Ms. Williamson) and 1,181 RSUs (for Mr. Millard) which deliver, as applicable, on June 11, 2026 due to their election to receive their retainer 100% in common stock rather than cash, as described in footnote 2 below. |

  30. Director Compensation in 2025

    | (2) Messrs. Overlock and Millard and Ms. Williamson elected to receive their cash retainer 100% in RSUs rather than cash. Therefore, they did not receive the cash payment shown in the table above, but received a total of 1,054 vested RSUs (for Mr. Overlock and Ms. Williamson) and 1,181 RSUs (for Mr. Millard), based on the average of the high and low average share price during each day of the 10-trading-day period from May 28, 2025 through June 10, 2025 ($237.20), representing both the amount they would have received in RSUs and the amount they received in RSUs in lieu of cash. |

  31. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    Our TSR continues to demonstrate the long-term positive growth in our share price(1)

  32. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | 1. | The Stock Performance graph and related table compares the performance of an investment in our Class A common stock from December 31, 2020, through December 31, 2025, 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, 2020, 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. |

  33. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | 2. | Equal weighted index methodology. Peer average includes Houlihan Lokey, Lazard, Moelis & Company, PJT Partners, and Perella Weinberg Partners. |

  34. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | Returning Significant Capital to Our Shareholders |

  35. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | We returned $812.4 million of capital to shareholders during the year through dividends and equity repurchases. |

  36. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | 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 three years. |

  37. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    In 2025, we effectively served our clients while strengthening our franchise by continuing our investment in, and the diversification of, our business. This facilitated our achievement of record Net Revenues and strong Net Income, EPS, and Operating Margin.

  38. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ Net Revenues* | Record Net Revenues of $3.86 billion on a U.S. GAAP basis and $3.88 billion on an Adjusted basis. | | ✓ Net Income* | Net Income of $591.9 million on a U.S. GAAP basis and $646.3 million on an Adjusted basis. | | ✓ EPS* | EPS of $14.05 on a U.S. GAAP basis and $14.56 on an Adjusted basis. | | ✓ Operating Margin* | Operating Margin of 20.5% on a U.S. GAAP basis and 21.6% on an Adjusted basis. |

  39. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | * 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. |

  40. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | 2025 Compensation and Incentive Highlights |

  41. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    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 2025 compensation and incentive structure, as determined by our Compensation Committee.

  42. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | No Guaranteed Incentive Awards. We generally do not provide guaranteed incentive awards to any of our NEOs. |

  43. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | 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. |

  44. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | 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. |

  45. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | CEO Compensation Reflects our Performance. Our CEO compensation is closely aligned with our performance in 2025. We delivered strong results, while accomplishing important strategic objectives, including the continued diversification and geographic expansion of our business, the continued expansion of our client relationships and coverage universe across geographies, sectors and products, |

  46. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | and the recruitment and promotion of senior talent. We achieved record Adjusted Net Revenues* of $3.86 billion, while Adjusted EPS* increased to $14.56 and Adjusted Net Income* increased to $646.3 million. In light of this strong performance, our Compensation Committee determined that it was appropriate for our CEO’s compensation to increase for 2025 compared to 2024. The Compensation Committee considered that the increase for 2025 reflects both Evercore’s strong financial results and market-competitive levels of compensation. The Compensation Committee believes this appropriately aligns Mr. Weinberg’s compensation with shareholder outcomes and the long-term interests of the Company. |

  47. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

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

  48. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | 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. |

  49. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | At least 50% of 2025 Incentive Awards Delivered in RSUs Subject to Four Year Deferred Vesting. For Messrs. Altman, Weinberg, LaLonde and Klurfeld (“U.S.-based NEOs”) 50% of annual incentive compensation was delivered in deferred form through RSUs. Mr. Lindsey-Clark’s compensation is structured pursuant to the compensation framework applicable to Evercore’s EMEA Investment Banking business, which, in order to comply with regulatory obligations, requires that 60% of his incentive compensation be delivered in RSUs. RSUs granted to our NEOs as a component of 2025 annual incentive awards vest over four years, which is consistent with market practice, and enhances ongoing alignment with our shareholders. |

  50. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | 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 2025. |

  51. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | 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. |

  52. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | Clawback Policy. The Company has adopted a clawback policy 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. |

  53. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | 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. |

  54. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | 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 |

  55. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | proposal at approximately the 94% 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. |

  56. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | 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. |

  57. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | ✓ | 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. |

  58. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | Compensation of Named Executives |

  59. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    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.

  60. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | 2025 NEO Compensation and Incentive Structure |

  61. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    | 2025 Incentive Awards and Determinations |

  62. Our TSR continues to demonstrate the long-term positive growth in our share price(1)

    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 2025 compensation for our NEOs. For 2025, 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, for U.S.-based NEOs, 50% of total 2025 incentive award amounts were delivered in the form of deferred awards, with the remaining portion delivered in cash incentive distributions or payments. The deferred portion was delivered in the form of RSUs that vest over a four-year period, subject to retirement eligibility and other earlier vesting conditions. In order to comply with regulatory obligations, 60% of Mr. Lindsey-Clark’s 2025 annual incentive compensation was delivered in the form of RSUs that vest over a four-year period, subject to retirement eligibility and other earlier vesting conditions, with the remaining portion delivered in cash. As in prior years, the Compensation Committee determined that the cash incentive compensation payments that may otherwise have been made to the U.S.-based NEOs in respect of their service in 2025 would be delivered in the form of distributions in respect of Class L Interests in Evercore LP, awarded to each of the U.S.-based NEOs in January 2025. Distributions payable with respect to the awards of Class L Interests granted in 2025 were determined by the Committee in its discretion and paid in the first quarter of 2026, and were subject to a maximum amount equal to a specified percentage of 2025 Adjusted Operating Income, as defined in the relevant subscription agreement. For Mr. Lindsey-Clark, the cash portion of his incentive compensation is delivered as a discretionary profit share pursuant to the terms of the Limited Liability Partnership Deed governing Evercore U.K. and his schedule of terms thereunder, and is determined in a manner consistent with the profit sharing principles applicable to members of Evercore U.K. The Compensation Committee decided that 50% of Messrs. Altman, Weinberg, LaLonde and Klurfeld’s 2025 incentive awards and, in order to comply with regulatory obligations, 60% of Mr. Lindsey-Clark’s incentive award 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’ 2025 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 62 for a discussion of the terms of these awards.

  63. 2025 NEO Annual Compensation and Incentives

    2025 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 for their 2025 performance, and includes base salary as well as year-end cash and equity incentive awards for 2025 performance, paid or granted in February 2026. This table differs substantially from the Summary Compensation Table on page 53 and is not a substitute for that table. The Summary Compensation Table provides compensation information as required by SEC regulations, and therefore reflects for 2025 the grant date fair value of equity awards granted during the 2025 calendar year (that is, those awards granted in February 2025 for 2024 performance), while not including the equity awards granted in February 2026 for 2025 performance. The Summary Compensation Table also includes (i) the portion of Mr. Klurfeld’s deferred cash award that was earned in 2025, 2024 and 2023 but was initially granted in 2018, (ii) Mr. Klurfeld’s special equity award that was granted in 2025, (iii) the portion of Mr. LaLonde’s deferred cash awards that was earned in 2025 and 2024 but was initially granted prior to his becoming CFO, and (iv) the portion of Mr. Lindsey-Clark’s deferred cash awards that was earned in 2025 but was initially granted prior to his becoming an executive officer, each of which the Compensation Committee does not view as part of annual compensation and incentive awards as discussed above.

  64. 2025 NEO Annual Compensation and Incentives

    | NEOs | Salary ($) | Incentive Awards | | Total Compensation ($) | | | | Cash ($) | RSUs(1) ($) | | | Roger C. Altman Founder and Senior Chairman | | | | | | 2025 | 500,000 | 10,250,000 | 10,250,000 | 21,000,000 | | 2024 | 500,000 | 4,250,000 | 4,250,000 | 9,000,000 | | 2023 | 500,000 | 3,500,000 | 3,500,000 | 7,500,000 | | John S. Weinberg Chairman of the Board and CEO | | | | | | 2025 | 500,000 | 10,750,000 | 10,750,000 | 22,000,000 | | 2024 | 500,000 | 6,125,000 | 6,125,000 | 12,750,000 | | 2023 | 500,000 | 3,125,000 | 3,125,000 | 6,750,000 | | Tim LaLonde CFO | | | | | | 2025 | 500,000 | 4,250,000 | 4,250,000 | 9,000,000 | | 2024 | 500,000 | 3,325,000 | 3,325,000 | 7,150,000 | | 2023 | 500,000 | 3,000,000 | 3,000,000 | 6,500,000 | | Matthew Lindsey-Clark(2) Co-Head EMEA Investment Banking | | | | | | 2025 | 673,800 | 1,773,493 | 2,660,242 | 5,107,535 | | Jason Klurfeld General Counsel | | | | | | 2025(3) | 500,000 | 3,000,000 | 3,000,000 | 6,500,000 | | 2024 | 500,000 | 2,250,000 | 2,250,000 | 5,000,000 | | 2023 | 500,000 | 1,875,000 | 1,875,000 | 4,250,000 |

  65. 2025 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 2025 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 5, 2026 through February 19, 2026 ($340.97). The grant date fair value of the RSUs granted in February 2026 in respect of 2025 performance will, in accordance with SEC rules, be reflected as Stock Awards for 2026 in next year’s Summary Compensation Table and Grants of Plan-Based Awards table. |

  66. 2025 NEO Annual Compensation and Incentives

    | (3) The amounts reflected in this row do not include the value of Mr. Klurfeld’s one-time grant of 30,000 RSUs in March 2025, as this award was non-recurring and was granted outside of the Company’s annual incentive compensation program. |

  67. 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, the Compensation Committee takes into account the fact that we generally do not provide significant retirement or similar benefits to our NEOs. The Compensation Committee also takes 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 Compensation 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 2025 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, Lindsey-Clark 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 and LaLonde 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 2025, 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, Goldman Sachs, Houlihan Lokey, JPMorgan Chase, Lazard, Moelis & Company, Perella Weinberg Partners, Morgan Stanley, PJT Partners, Jefferies, Piper Sandler, Raymond James and Stifel. 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.

  68. 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; |

  69. 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; |

  70. 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. |

  71. Policy Related to Timing of Grant of Certain Equity Awards

    Policy Related to Timing of Grant of Certain Equity Awards We historically have not granted, and currently have no plans to grant, stock option awards and, consequently, we do not have a policy with respect to the timing of stock option awards relative to the disclosure of material non-public information.

  72. 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 and the alignment of interests between our shareholders and employees. |

  73. Shareholder Engagement and Feedback

    | ✓ | Appreciation of our commitment to manage the dilutive impact of equity grants to employees and achieve our capital return objectives. |

  74. Shareholder Engagement and Feedback

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

  75. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  76. 2025 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 | | | | | | | | 2025 | 500,000 | 10,250,000 | 4,085,803 | — | — | 14,835,803 | | 2024 | 500,000 | 4,250,000 | 3,630,126 | — | — | 8,380,126 | | 2023 | 500,000 | 3,500,000 | 3,854,506 | — | — | 7,854,506 | | John S. Weinberg | | | | | | | | Chairman of the Board and CEO | | | | | | | | 2025 | 500,000 | 10,750,000 | 5,888,539 | — | — | 17,138,539 | | 2024 | 500,000 | 6,125,000 | 3,241,138 | — | — | 9,866,138 | | 2023 | 500,000 | 3,125,000 | 3,340,491 | 6,000,000 | — | 12,965,491 | | Tim LaLonde | | | | | | | | CFO(5) | | | | | | | | 2025 | 500,000 | 5,088,043 | 3,196,657 | — | — | 8,784,700 | | 2024 | 500,000 | 4,270,741 | 3,111,536 | — | — | 7,882,277 | | 2023 | 500,000 | 3,812,885 | 2,505,470 | — | — | 6,818,355 | | Matthew Lindsey-Clark | | | | | | | | Co-Head EMEA Investment Banking(6) | | | | | | | | 2025 | 673,800 | 1,989,531 | 1,194,136 | — | 58,958 | 3,916,425 | | Jason Klurfeld | | | | | | | | General Counsel(7) | | | | | | | | 2025 | 500,000 | 3,210,000 | 7,955,279 | — | — | 11,665,279 | | 2024 | 500,000 | 2,460,000 | 1,944,756 | — | — | 4,904,756 | | 2023 | 500,000 | 2,085,000 | 1,927,253 | — | — | 4,512,253 |

  77. 2025 Summary Compensation Table

    | (1) The amounts reflected in the Bonus column represent the cash distributions paid in respect of the Class L Interests issued to our NEOs in 2025, 2024 and 2023, except for Mr. Lindsey-Clark, for whom the amount for 2025 represents the cash portion of the profit share paid to him in respect of his service for such years as described in footnote 6. For Mr. LaLonde and Mr. Klurfeld, the amounts reflected in the Bonus column also include the portion of their deferred cash awards that were earned, as described in footnotes 5 and 7, respectively. |

  78. 2025 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 2025 performance were granted in 2026 and, therefore, in accordance with SEC rules, are not shown here but are described above in the table titled “2025 NEO Annual Compensation and Incentives” on page 48. The amounts shown in this column for 2025 reflect the grant date fair value of equity awards granted in 2025 for 2024 performance. |

  79. 2025 Summary Compensation Table

    | (3) As described below, the amount reflected in the Non-Equity Incentive Plan Compensation column for Mr. Weinberg for 2023 reflects a long-term sign-on compensation arrangement agreed in 2016 with Mr. Weinberg, that vested on March 1, 2023. |

  80. 2025 Summary Compensation Table

    | (4) All Other Compensation for 2025 consists of a £43,750 payment in lieu of pension contribution to Mr. Lindsey-Clark. See footnote 6 below for a description of the rate and methodology used to convert this amount to dollars. The incremental costs of perquisites and other personal benefits to each NEO were less than $10,000, and therefore information regarding perquisites and other personal benefits has not been included. Each of our NEOs also received accrued cash dividends on outstanding RSU 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 2025 Fiscal Year-End”. |

  81. 2025 Summary Compensation Table

    | (5) 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 2024 ($3,325,000) and 2025 ($4,250,000), and the amount of Mr. LaLonde’s deferred cash that vested in 2023 ($812,885), 2024 ($945,741) and 2025 ($838,043). |

  82. 2025 Summary Compensation Table

    | (6) The amount reflected as Bonus for Mr. Lindsey-Clark includes the cash portion of the profit share earned by Mr. Lindsey-Clark in 2025 ($1,773,493), and the amount of Mr. Lindsey-Clark’s deferred cash that vested in 2025 ($216,038). Compensation for Mr. Lindsey-Clark is paid in GBP; amounts presented in the table above have been converted at the exchange rate of 1.3476:£1, based on the exchange rate as of December 31, 2025. |

  83. 2025 Summary Compensation Table

    | (7) The amount reflected as Bonus for Mr. Klurfeld includes the cash portion of the bonus earned by Mr. Klurfeld in 2023 ($1,875,000), 2024 ($2,250,000) and 2025 ($3,000,000) and the amount of Mr. Klurfeld’s deferred cash that vested in 2023 ($210,000), 2024 ($210,000) and 2025 ($210,000). The amount reflected as Stock Awards for Mr. Klurfeld includes a one-time grant of 30,000 RSUs on March 10, 2025 with a grant date fair value of $5,792,100. |

  84. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  85. Grants of Plan-Based Awards in 2025

    | 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 | 2/20/2025 | — | — | — | — | — | — | 15,711 | 4,085,803 | | John S. Weinberg | 2/20/2025 | — | — | — | — | — | — | 22,643 | 5,888,539 | | Tim LaLonde | 2/20/2025 | — | — | — | — | — | — | 12,292 | 3,196,657 | | Matthew Lindsey-Clark | 2/20/2025 | — | — | — | — | — | — | 4,593 | 1,194,136 | | Jason Klurfeld | 2/20/2025 | — | — | — | — | — | — | 8,318 | 2,163,179 | | | 3/10/2025 | — | — | — | — | — | — | 30,000 | 5,792,100 |

  86. Grants of Plan-Based Awards in 2025

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

  87. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  88. Outstanding Equity Awards at 2025 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(7) ($) | | Roger C. Altman | 54,037 (2) | 18,386,089 | | John S. Weinberg | 58,947 (3) | 20,056,717 | | Tim LaLonde | 37,463 (4) | 12,746,786 | | Matthew Lindsey-Clark | 17,919 (5) | 6,096,940 | | Jason Klurfeld | 58,604 (6) | 19,940,011 |

  89. Outstanding Equity Awards at 2025 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. |

  90. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) 25,238 of Mr. Altman’s RSUs vested on February 4, 2026; 15,978 RSUs vest on February 4, 2027; 8,893 RSUs vest on February 4, 2028; and 3,928 RSUs vest on February 4, 2029. |

  91. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) 26,958 of Mr. Weinberg’s RSUs vested on February 4, 2026; 16,234 RSUs vest on February 4, 2027; 10,094 RSUs on February 4, 2028; and 5,661 RSUs on February 4, 2029. |

  92. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) 15,128 of Mr. LaLonde’s RSUs vested on February 4, 2026; 11,933 RSUs vest on February 4, 2027; 7,329 RSUs vest on February 4, 2028; and 3,073 RSUs vest on February 4, 2029. |

  93. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) 7,608 of Mr. Lindsey-Clark’s RSUs vested on February 4, 2026; 5,676 RSUs vest on February 4, 2027; 3,486 RSUs vest on February 4, 2028; and 1,149 RSUs vest on February 4, 2029 |

  94. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) 11,206 of Mr. Klurfeld’s RSUs vested on February 4, 2026; 731 RSUs vest on February 13, 2026; 8,283 RSUs vest on February 4, 2027; 782 RSUs vest on February 13, 2027; 4,739 RSUs vest on February 4, 2028; 783 RSUs vest on February 13, 2028; 2,080 RSUs vest on February 4, 2029; and 30,000 RSUs vest on March 10, 2029. |

  95. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) The market value is based upon the closing price of our Class A common stock on December 31, 2025 ($340.25). |

  96. Options Exercised and Stock Vested in 2025

    Options Exercised and Stock Vested in 2025 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 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Roger C. Altman | 29,299 | $8,369,626 | | John S. Weinberg | 30,349 | $8,669,571 | | Tim LaLonde(2) | 164,642 | $55,553,920 | | Matthew Lindsey-Clark | 7,303 | $2,086,193 | | Jason Klurfeld | 11,721 | $3,334,301 |

  98. Options Exercised and Stock Vested in 2025

    | (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. Options Exercised and Stock Vested in 2025

    | (2) On December 31, 2025, Mr. LaLonde’s 100,000 Class K-P units, which he was previously granted in December 2021 in connection with his prior role, vested and converted into 150,000 Class K units based on the achievement of the average of the daily average of the high and low trading price of Class A Common Stock being greater than $225 for a consecutive 40 trading day period between January 1, 2022 and December 31, 2025, as well as Mr. LaLonde satisfying the service vesting criteria. |

  100. Nonqualified Deferred Compensation for 2025

    Nonqualified Deferred Compensation for 2025 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, 2025. There were no deferred cash awards granted to any NEOs for 2025 performance.

  101. 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, 2025 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.” 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, 2025. Accordingly, none of our NEOs would have been eligible for this benefit as of December 31, 2025 and this benefit is therefore not illustrated in the table below for those awards.

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

    | Name | Lump Sum Cash Severance Payment ($) | 2025 Fiscal Year Bonuses ($) | 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 | — | 20,500(1) | — | 18,386(2) | — | — | 38,886 | | Termination by us without “cause” or by the executive for “good reason” or if we elect not to extend term (“Qualifying Terminations”) | 25,000(3) | 20,500(1) | 12(4) | 18,386(2) | — | — | 63,898 | | Qualifying Termination within six months prior to or anytime following a change in control | 37,500(5) | 20,500(1) | 18(6) | 18,386(2) | — | 41,646(7) | 118,050 | | Change in control (regardless of whether executive’s employment terminates) | — | — | — | 18,386(2) | — | — | 18,386(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” | — | — | — | 20,057(8) | — | — | 20,057 | | Tim LaLonde | | | | | | | | | Change in control (regardless of whether executive’s employment terminates), termination due to death or disability, or termination by us without cause | — | — | — | 12,747(9) | 904(10) | — | 13,651 | | Matthew Lindsey-Clark | | | | | | | | | Change in control (regardless of whether executive’s employment terminates), termination due to death or disability, or termination by us without cause | — | — | — | 6,097(11) | 694(12) | — | 6,791 | | Jason Klurfeld | | | | | | | | | Change in control (regardless of whether executive’s employment terminates), termination due to death or disability, or termination by us without cause | — | — | — | 19,940(13) | 660(14) | — | 20,600 |

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

    | (1) This amount consists of Mr. Altman’s annual bonus for the 2025 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 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 54,037 otherwise unvested RSUs based on the closing price of our Class A common stock on December 31, 2025 ($340.25). |

  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, 2025, within six |

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

    | 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. |

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

    | (8) This amount represents the value of 58,947 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 31, 2025 ($340.25). |

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

    | (9) This amount represents the value of 37,463 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 31, 2025 ($340.25). |

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

    | (10) This amount represents the value of the otherwise unvested deferred cash awards on December 31, 2025. |

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

    | (11) This amount represents the value of 17,919 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 31, 2025 ($340.25). |

  115. 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, 2025. Deferred cash awards for Mr. Lindsey-Clark is paid in GBP, and the amount presented in the table above has been converted at the exchange rate of $1.3476:£1, based on the exchange rate as of December 31, 2025. |

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

    | (13) This amount represents the value of 58,604 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 31, 2025 ($340.25). |

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

    | (14) This amount represents the value of the otherwise unvested deferred cash awards on December 31, 2025. |

  118. Employment Agreements and Awards

    Employment Agreements and Awards

  119. 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 at the time 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.

  120. 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 or (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.

  121. 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, subject to certain rights which survive the expiration of the initial term. Pursuant to his employment agreement, Mr. Weinberg received an initial sign-on restricted cash award with a target payment amount of $35 million, and the final portion of which vested on March 1, 2023, subject to Mr. Weinberg’s continued employment through such vesting date. 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 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. 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 is entitled to receive, in addition to certain accrued rights, 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. If Mr. Weinberg retires and satisfies the one-year prior written notice requirement associated with retirement eligibility, 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), 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 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 (1) compete with the Company or its affiliates while employed and for 12 months following his termination of employment for any reason or (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. This agreement also contains a covenant not to disclose confidential information and an assignment of property rights provision.

  122. 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. 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 or (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.

  123. 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 award of 100,000 Class K-P units, which are structured as “profits interests” under applicable tax rules. The Class K-P units were eligible to 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 Investment Banking business during the 2021-2025 performance period and/or the satisfaction of certain share price-based performance criteria, subject to, among other conditions, satisfaction of a service vesting condition. The service vesting condition was satisfied if Mr. LaLonde remained 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 terminated due to death or “disability,” (ii) Mr. LaLonde’s employment was terminated by the Company without “cause,” (iii) the Company underwent a “change in control” or (iv) the Company materially diminished 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 would generally be based on actual performance. The Class K-P units were also subject to forfeiture in the event of a breach of the terms of Mr. LaLonde’s restrictive covenant agreement. On December 31, 2025, Mr. LaLonde’s 100,000 Class K-P units vested and converted into 150,000 Class K units based on the achievement of the average of the daily average of the high and low trading price of Class A Common Stock being greater than $225 for a consecutive 40 trading day period between January 1, 2022 and December 31, 2025, as well as Mr. LaLonde satisfying the service vesting criteria.

  124. Special Equity Award to Mr. Klurfeld

    Special Equity Award to Mr. Klurfeld The Company made a one-time grant of 30,000 RSUs to Mr. Klurfeld on March 10, 2025. Subject to Mr. Klurfeld remaining in continuous service with the Company through such date, the RSUs are scheduled to vest on the fourth anniversary of the grant date. In addition, any otherwise unvested RSUs shall become fully vested upon (i) a “change in control” (as defined in the Third Amended Plan), (ii) Mr. Klurfeld’s death or “disability” (as defined in the Third Amended Plan), or (iii) a termination of Mr. Klurfeld’s employment by the Company without cause (as defined below under “Evercore Annual Equity Awards”) or for good reason. For purposes of Mr. Klurfeld’s special award agreement, “good reason” means: (i) the material diminution of his title, position, duties, reporting line to the CEO, authority or responsibilities as in effect from time to time, (ii) any relocation of his primary place of employment to a location more than fifty (50) miles from his primary place of employment, (iii) material breach by the Company of Mr. Klurfeld’s offer letter or employment agreement or other compensatory agreement, or (iv) the reduction of the Mr. Klurfeld’s annual base salary (other than in connection with a Company-wide reduction for similarly situated employees).

  125. 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.

  126. 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:

  127. PAY RATIO

    | • | The 2025 annual total compensation of our median employee was $425,073; |

  128. PAY RATIO

    | • | The 2025 annual total compensation of our current Chairman of the Board and CEO, Mr. Weinberg, was $17,138,539; and |

  129. PAY RATIO

    | • | For 2025, the ratio of Mr. Weinberg’s annual total compensation to the annual total compensation of our median employee was 40.32 to 1. |

  130. 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 & 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 & Analysis.”

  131. 2025 Performance Measures

    2025 Performance Measures For 2025, 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 at 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 measures identified in the tabular list below are the financial performance measures used by the Compensation Committee to link our NEOs’ 2025 “Compensation Actually Paid” to performance:

  132. 2025 Performance Measures

    | • | Adjusted Net Revenues |

  133. 2025 Performance Measures

    | • | Adjusted EPS |

  134. 2025 Performance Measures

    | • | Adjusted Net Income |

  135. 2025 Performance Measures

    | • | Adjusted Operating Margin |

  136. 2025 Pay Versus Performance Table

    2025 Pay Versus Performance Table

  137. 2025 Pay Versus Performance Table

    | | Summary Compensation Table (SCT) Total for PEO(1) | | Compensation Actually Paid (CAP) to PEO(2) | | Average SCT Total for Non-PEO NEOs(1) | Average CAP to Non- PEO 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) | | 2025 | $17,138,539 | N/A | $21,611,090 | N/A | $9,800,552 | $15,840,099 | $341 | $203 | $592 | $3,884 | | 2024 | $9,866,138 | N/A | $17,138,320 | N/A | $5,897,401 | $15,694,583 | $275 | $177 | $378 | $3,003 | | 2023 | $12,965,491 | N/A | $18,668,990 | N/A | $4,241,797 | $6,784,875 | $167 | $135 | $255 | $2,449 | | 2022 | $15,176,726 | $7,676,726 | $5,693,292 | $5,502,692 | $5,028,826 | $3,900,059 | $104 | $121 | $477 | $2,786 | | 2021 | $16,282,195 | $10,282,195 | $38,025,295 | $12,841,786 | $5,443,744 | $6,610,145 | $126 | $135 | $740 | $3,317 |

  138. 2025 Pay Versus Performance Table

    | (1) The PEO in the 2025, 2024, and 2023 reporting years is John S. Weinberg. The PEOs in the 2022 and 2021 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 non-PEO NEOs in the 2025 reporting year are Roger C. Altman, Jason Klurfeld, Tim LaLonde, and Matthew Lindsey-Clark. The non-PEO NEOs in the 2024 reporting year are Roger C. Altman, Edward S. Hyman, Jason Klurfeld, and Tim LaLonde. The non-PEO NEOs in the 2023 reporting year are Roger C. Altman, Edward S. Hyman, Jason Klurfeld, Tim LaLonde, Celeste Mellet, and Paul Pensa. The non-PEO NEOs in the 2022 reporting year are Roger C. Altman, Edward S. Hyman, Jason Klurfeld, and Celeste Mellet. The non-PEO NEOs in the 2021 reporting year are Roger C. Altman, Edward S. Hyman, Jason Klurfeld, Celeste Mellet, and Robert B. Walsh. |

  139. 2025 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. |

  140. 2025 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 | Fair Value at end of Prior Year of 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) | | | | | | | | | | 2025 | $17,138,539 | $5,888,539 | $7,704,281 | $2,289,330 | $171,775 | $0 | $195,704 | $21,611,090 | | 2024 | $9,866,138 | $3,241,138 | $4,914,856 | $5,192,581 | $195,260 | $0 | $210,623 | $17,138,320 | | 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 | | PEO SCT Total to CAP Reconciliation (Mr. Schlosstein) | | | | | | | | | | 2025 | N/A | — | — | — | — | — | — | — | | 2024 | N/A | — | — | — | — | — | — | — | | 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 | | Average Non-PEO NEOs SCT Total to CAP Reconciliation | | | | | | | | | | 2025 | $9,800,552 | $4,107,969 | $6,032,122 | $1,530,923 | $2,451,011 | $0 | $133,459 | $15,840,099 | | 2024 | $5,897,401 | $2,677,216 | $4,059,725 | $8,164,859 | $112,177 | $0 | $137,637 | $15,694,583 | | 2023 | $4,241,797 | $1,816,352 | $2,284,145 | $2,196,985 | $347,395 | $(569,052) | $99,958 | $6,784,875 | | 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 |

  141. 2025 Pay Versus Performance Table

    | (3) The amounts shown for Mr. Weinberg’s CAP for 2021-2023 include as a component of the SCT Total, the portion of Mr. Weinberg’s initial long-term sign-on restricted cash award that vested during the applicable year. The amounts shown for Mr. Weinberg’s CAP for 2021-2022 include 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. |

  142. 2025 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 fiscal 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. |

  143. 2025 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. |

  144. 2025 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. |

  145. 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.

  146. ON EXECUTIVE COMPENSATION

    | ✓ | “2025 Incentive Awards and Determinations” in our Compensation Discussion & Analysis (see page 44) |

  147. AND MANAGEMENT

    | (4) Includes 527 vested but undelivered RSUs (1,054 RSUs in the case of Mr. Overlock and Ms. Williamson, and 1,181 RSUs in the case of Mr. Millard) who elected to receive their retainer 100% in RSUs rather than cash) granted to each non-management director (other than Ms. Varney), as director compensation under the 2006 Plan, the 2016 Plan, the First Amended 2016 Plan, the Second Amended 2016 Plan and the Third Amended 2016 Plan, and 157 vested but undelivered RSUs granted to Ms. Varney in connection with her appointment to the Board under the Third Amended 2016 Plan. |

  148. AND MANAGEMENT

    | (5) Does not include 63,517 unvested RSUs granted to Mr. Weinberg under the 2006 Plan, the 2016 Plan, the First Amended 2016 Plan, the Second Amended 2016 Plan and the Third Amended 2016 Plan. |

  149. AND MANAGEMENT

    | (6) Does not include 17,949 unvested RSUs granted to Mr. Lindsey-Clark under the 2006 Plan, the 2016 Plan, the First Amended 2016 Plan, the Second Amended 2016 Plan and the Third Amended 2016 Plan. |

  150. AND MANAGEMENT

    | (7) Does not include 55,466 unvested RSUs granted to Mr. Klurfeld under the 2006 Plan, the 2016 Plan, the First Amended 2016 Plan, the Second Amended 2016 Plan and the Third Amended 2016 Plan. |

  151. AND MANAGEMENT

    | (8) Does not include 34,800 unvested RSUs granted to Mr. LaLonde under the 2006 Plan, the 2016 Plan, the First Amended 2016 Plan, the Second Amended 2016 Plan and the Third Amended 2016 Plan. |

  152. 2016 EVERCORE INC. STOCK INCENTIVE PLAN

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

  153. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

  154. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | ✓ | Equity Compensation Facilitates Long-Term Investment in our Strategic Growth and Compensation Planning. Our prudent use of equity compensation has been an important driver of our success and is necessary for the operation of our business, our continued growth and the execution of our strategic initiatives. In the past, we have requested share reserves intended to last approximately two to three years. However, over the past decade, our business has grown significantly in both scale and complexity. While we currently have approximately 4.85 million shares remaining, we are requesting an additional 5 million shares to provide greater certainty for a longer planning horizon. We intend to revisit equity compensation practices and norms with shareholders on a regular basis, and do not intend to make any material changes in the operation of our equity compensation program. Rather, this additional reserve is intended to provide greater certainty in managing our compensation program and to support a long-term, strategic approach to planning—consistent with a firm of our size and complexity. |

  155. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | ✓ | Human Capital Intensive Business. Our people are our principal asset, and our revenue and profits are tied to the number, quality and performance of our people. Our ability to pay appropriate and competitive levels of equity-based compensation has enabled us to recruit, retain and motivate high-performing, revenue-generating, and client-facing professionals necessary to support our continued long-term objectives and success. By maintaining a meaningful equity component within our compensation structure, we can: (i) more closely align compensation outcomes with Evercore’s long-term stock price; (ii) promote a strong ownership culture among senior professionals and across our broader employee base; and (iii) preserve cash for capital return, including share repurchases, each of which supports our strategic and growth priorities. |

  156. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | ✓ | Anti-Dilutive Actions offset Share Issuances. We recognize that equity-based compensation can be dilutive to existing shareholders. However, we have actively managed our capital return and share repurchase programs to mitigate this impact, historically repurchasing at least as many shares as necessary to effectively neutralize dilution. We intend to continue this approach, as described in more detail herein. |

  157. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | ✓ | Equity-Based Compensation is Preferable to Cash-Based Compensation. A reduction in equity-based compensation would require increased reliance on alternative forms of deferred compensation to remain competitive, introduce uncertainty in our recruiting efforts, which we believe would be less effective, diminish alignment between employees and shareholders, and reduce cash available for capital return, including share repurchases. Moreover, any material reduction in compensation would impair our ability to execute our business and growth strategies, and to recruit, retain, promote, and motivate key employees. If the Fourth Amended 2016 Plan is not approved, we may be compelled to adopt such alternatives due to the uncertain availability of future shares. |

  158. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

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

  159. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    On April 28, 2026, upon the recommendation of the Compensation Committee, our Board of Directors unanimously adopted the Fourth Amended 2016 Plan, in the form attached hereto as Annex B, subject to the approval of our shareholders at this Annual Meeting. The Fourth Amended 2016 Plan would replace the Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (the “Third Amended 2016 Plan”), approved by shareholders at our annual meeting that took place on June 18, 2024. The Fourth Amended 2016 Plan would apply to awards granted on or after the date of our Annual Meeting. The terms of the Fourth Amended 2016 Plan are substantively identical to those of the shareholder-approved Third Amended 2016 Plan, other than an increase of 5,000,000 in the number of shares authorized for issuance under the plan. If the Fourth Amended 2016 Plan is approved by our shareholders, it will become immediately effective as of June 11, 2026, with approximately 5,000,000 shares available for future awards (plus the number of shares remaining available for future awards).

  160. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

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

  161. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | ✓ | Prudent Use of Equity Compensation. We have a track record of prudent equity compensation management. 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. The increase in shares we are requesting is consistent with our past requests after taking into account the increase in the size of our business. We intend to revisit equity compensation practices and norms with shareholders on a regular basis, and do not intend to make any material changes in the operation of our equity compensation program. |

  162. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | • | Equity-based incentive awards continue to be delivered as a component of an employee’s annual incentive awards. Equity awards are generally granted in the form of RSUs that vest over multiple years, reinforcing retention and long-term alignment with shareholders. Annual bonus 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. |

  163. Importance of the Fourth Amended and Restated 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. |

  164. Importance of the Fourth Amended and Restated 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 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 would be unavailable if we pursued purely cash-based forms of compensation. |

  165. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | • | In 2024, we reaffirmed our 2022 and 2020 commitments 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. |

  166. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | • | As indicated in the below chart, we have delivered on our 2024 commitment, achieving an average negative Net Burn Rate over a three year period, with repurchases offsetting not just bonus equity awards but also new hire and replacement awards. This year, we reaffirm our 2024, 2022 and 2020 commitments to shareholders. |

  167. Importance of the Fourth Amended and Restated 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. |

  168. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | (Shares in 000’s) | 2023 | 2024 | 2025 | 3-Year Average | | Equity Grants: | | | | | | Incentive Award Grants(1) | 2,469 | 2,422 | 1,869 | 2,254 | | New Hire/Retention/Special Equity(2) | 107 | 243 | 297 | 216 | | Forfeitures | (190) | (135) | (83) | (136) | | Net Grants | 2,386 | 2,530 | 2,084 | 2,333 | | Shares Repurchased | 3,001 | 2,311 | 2,398 | 2,570 | | Net Grants less Shares Repurchased | (615) | 219 | (314) | (237) | | Percentage of Net Grants repurchased | 126% | 91% | 115% | 111% | | Weighted Common Shares Outstanding and Vested Evercore LP Partnership Units | 40,766 | 40,680 | 41,313 | 40,919 | | Burn Rate (Taking into account Weighted Common Shares Outstanding, Vested Evercore LP Partnership Units and Forfeitures) | 5.9% | 6.2% | 5.0% | 5.7% | | Net Burn Rate (Also taking into account share repurchases) | -1.5% | 0.5% | -0.8% | -0.6% |

  169. Importance of the Fourth Amended and Restated 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. |

  170. Importance of the Fourth Amended and Restated 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 Third Amended 2016 Plan. |

  171. Importance of the Fourth Amended and Restated 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, do not take into account our anti-dilution efforts of our repurchase programs or the unique aspects of our business that drive our compensation philosophy. Many of our shareholders therefore recognize the need to tailor their assessment and consideration of these metrics when circumstances warrant. 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. |

  172. Importance of the Fourth Amended and Restated 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. |

  173. Importance of the Fourth Amended and Restated 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. |

  174. Importance of the Fourth Amended and Restated 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 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. |

  175. Importance of the Fourth Amended and Restated 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. |

  176. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | • | We believe that our careful use of equity compensation is further evidenced by an analysis of our 2023-2025 average stock compensation expense as a percentage of various three-year average operating measures, which is in line with our independent public peers who disclose equity-only compensation expense. Our independent public 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. |

  177. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | | Three-Year Average Stock Compensation Expense (in 000’s)(1) | As a Percentage of U.S. GAAP Net Revenue(2) | Per Employee(3) | | Evercore | $368,627 | 11.94% | $154,777 | | Lazard | $296,000 | 10.25% | $90,033 | | Moelis | $183,298 | 15.42% | $141,507 | | PJT Partners | $207,355 | 14.27% | $184,097 | | Houlihan Lokey | $163,991 | 8.05% | $62,173 | | Perella Weinberg Partners | $183,477 | 24.17% | $263,364 |

  178. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | (1) Calculated as the three-year average of the equity compensation expense for the fiscal years ended December 31, 2023, 2024 and 2025 as reported in the company’s 2025 10-K (2022, 2023, and 2024 for Houlihan Lokey). For Houlihan Lokey, includes both equity-classified and liability-classified awards. Liability classified awards may be settled in stock or cash. |

  179. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | (2) 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, 2023, 2024 and 2025 as reported in each company’s 2025 10-K. |

  180. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | (3) 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 2023, 2024 and 2025 10-K. |

  181. Importance of the Fourth Amended and Restated 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 independent public peers. While our direct independent public 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. |

  182. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | | Three-Year Average Burn Rate (Not Adjusted for Repurchases)(1) | | Evercore | 5.7% | | Lazard | 8.7% | | Moelis | 5.0% | | PJT Partners | 5.7% | | Perella Weinberg Partners | 7.6% |

  183. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | (1) Calculated for (i) Evercore as shown on page 76, (ii) for Lazard as the three-year average of its burn rate (taking into account forfeitures) disclosed in its Preliminary Proxy Statement, filed on March 23, 2026, and (iii) for each other peer shown in the table as (i) the three-year average number of equity grants (including RSUs, partnership units, performance-based awards, etc.) over the three most recently reported fiscal years (less forfeitures), which are reported as equity-based compensation in each company’s 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 Houlihan Lokey is not included, as the number of shares associated with liability-classified equity awards is not disclosed in its 10-K. |

  184. Importance of the Fourth Amended and Restated 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 diminish the alignment of interests between our employees and shareholders. |

  185. Importance of the Fourth Amended and Restated 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 and our growth initiatives. |

  186. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | • | If the Fourth Amended 2016 Plan is not approved, we may be compelled to consider alternative forms of deferred compensation due to the uncertain availability of future shares. We do not believe such alternative forms of deferred compensation would be as effective or in the best interests of our shareholders, and would diminish the alignment of interests between our employees and shareholders. |

  187. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | • | We believe the substitution of deferred cash for equity would diminish the alignment of interests between employees and shareholders. It would not, however, change our need to appropriately compensate our employees and would therefore reduce cash otherwise available for capital return, including share repurchases. |

  188. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

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

  189. Importance of the Fourth Amended and Restated 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 Third Amended 2016 Plan and its predecessor 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 |

  190. Importance of the Fourth Amended and Restated 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. |

  191. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | • | As further discussed under “Compensation Discussion and Analysis – 2025 Say on Pay Vote,” in 2025, our shareholders approved our executive compensation program with approximately 94% of voted shares cast in favor of the say on pay proposal. |

  192. Importance of the Fourth Amended and Restated 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 2025 say on pay vote and has remained constant in its implementation methodology and fundamental philosophy. |

  193. Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

    | Burn Rate and Dilution Calculations |

  194. Importance of the Fourth Amended and Restated 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. 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.

  195. Dilution Calculation

    | Securities Authorized for Issuance Under Equity Compensation Plans |

  196. Dilution Calculation

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

  197. 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 | | 2027 Annual Meeting | 2027 Annual Meeting of Stockholders | | Alliance | Alliance Advisors LLC | | Annual Meeting | 2026 Annual Meeting of Stockholders | | Annual Report | Annual Report to Shareholders for the fiscal year ended December 31, 2025 | | 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. | | Cravath | Cravath, Swaine & Moore LLP | | Deloitte | Deloitte & Touche LLP | | EPS | Earnings Per Share | | 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, 2025 | | Fourth Amended 2016 Plan | Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan, effective immediately upon approval by our shareholders | | 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 | | Mexico Private Equity Funds | Glisco II and Glisco III |

  198. GLOSSARY OF KEY DEFINED TERMS

    | MIT | Massachusetts Institute of Technology | | 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 | Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan, effective as of June 16, 2022 | | Securities Act | Securities Act of 1933, as amended | | SMD | Senior Managing Director | | Street name | Shares held through a bank, broker or other holder of record | | Third Amended 2016 Plan | Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan, effective as of June 18, 2024 | | 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. |

  199. (UNAUDITED)

    | 12. | 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. |

  200. STOCK INCENTIVE PLAN

    STOCK INCENTIVE PLAN

  201. (As Amended and Restated Effective June 10, 2026)

    | (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. |

  202. (As Amended and Restated Effective June 10, 2026)

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

  203. (As Amended and Restated Effective June 10, 2026)

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

  204. (As Amended and Restated Effective June 10, 2026)

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

  205. (As Amended and Restated Effective June 10, 2026)

    | (cc) Prior Plan: The Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan, effective June 18, 2024. |

  206. (As Amended and Restated Effective June 10, 2026)

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

  207. (As Amended and Restated Effective June 10, 2026)

    | (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 Company or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO. The aggregate number of Shares with respect to which ISOs may be granted under the Plan shall be 5,000,000. No ISO may be granted under the Plan after the tenth anniversary of the earlier of the Effective Date and the date the Plan was adopted by the Board. |

  208. (As Amended and Restated Effective June 10, 2026)

    | (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 Market Value of, Shares (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). |

  209. (As Amended and Restated Effective June 10, 2026)

    | (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 |

  210. (As Amended and Restated Effective June 10, 2026)

    | 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. |

  211. ISRAEL APPENDIX AND SUB-PLAN TO THE FOURTH AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    ISRAEL APPENDIX AND SUB-PLAN TO THE FOURTH AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN This Israel Appendix (the “Appendix”) to the Fourth Amended and Restated 2016 Stock Incentive Plan (as amended from time to time, the “Plan”) of Evercore Inc. (the “Company”) shall apply only to persons who are, or are deemed to be, residents of the State of Israel for Israeli tax purposes.

  212. 3. 102 AWARDS

    3. 102 AWARDS 3.1. Tracks. Awards granted pursuant to this Section 3 are intended to be granted as either 102 Capital Gain Track Awards or 102 Ordinary Income Track Awards. 102 Trustee Awards shall be granted subject to the special terms and conditions contained in this Section 3 and the general terms and conditions of the Plan, except for any provisions of the Plan applying to Awards under different tax laws or regulations. 3.2. Election of Track. Subject to applicable law, the Company may grant only one type of 102 Trustee Award at any given time to all Participants who are to be granted 102 Trustee Awards pursuant to this Appendix, and shall file an election with the ITA regarding the type of 102 Trustee Award it elects to grant before the date of grant of any 102 Trustee Award (the “Election”). Such Election shall also apply to any other securities received by any Participant as a result of holding the 102 Trustee Awards. The Company may change the type of 102 Trustee Award that it elects to grant only after the expiration of at least 12 months from the end of the year in which the first grant was made in accordance with the previous Election, or as otherwise provided by applicable law. Any Election shall not prevent the Company from granting 102 Non-Trustee Awards. 3.3. Eligibility for Awards. Subject to applicable law, 102 Awards may only be granted to102 Employees. Such 102 Awards may either be granted to a Trustee or granted under Section 102 without a Trustee. 3.4. 102 Award Grant Date. 3.4.1. Each 102 Award will be deemed granted on the date determined by the Committee, subject to the provisions of the Plan, provided that (i) the Participant has signed all documents required by the Company or pursuant to applicable law, and (ii) with respect to any 102 Trustee Award, the Company has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA. 3.4.2. Unless otherwise permitted by the Ordinance, any grants of 102 Trustee Awards that are made on or after the date of the adoption of the Plan and this Appendix or an amendment to the Plan or this Appendix, as the case may be, that may become effective only at the expiration of thirty (30) days after the filing of the Plan and this Appendix or any amendment thereof (as the case may be) with the ITA in accordance with the Ordinance shall be conditional upon the expiration of such 30-day period, and such condition shall be read and is incorporated by reference into any corporate resolutions approving such grants and into any Award agreement evidencing such grants (whether or not explicitly referring to such condition), and the date of grant shall be at the expiration of such 30-day period, whether or not the date of grant indicated therein corresponds with this Section. In the case of any contradiction, this provision and the date of grant determined pursuant hereto shall supersede and be deemed to amend any date of grant indicated in any corporate resolution or Award agreement. 3.5. 102 Trustee Awards. 3.5.1. Each 102 Trustee Award, each Share issued pursuant to the grant, exercise or vesting of any 102 Trustee Award and any rights granted thereunder, shall be allocated or issued to and registered in the name of the Trustee and shall be held in trust or controlled by the Trustee for the benefit of the Participant for the requisite period prescribed by the Ordinance (the “Required Holding Period”). In the event that the requirements under Section 102 to qualify an Award as a 102 Trustee Award are not met, then the Award may be treated as a 102 Non-Trustee Award or 3(9) Award (as determined by the Company), all in accordance with the provisions of the Ordinance. After the expiration of the Required Holding Period, the Trustee may release such 102 Trustee Awards and any such Shares, provided that (i) the Trustee has received an acknowledgment from the ITA that the Participant has paid any applicable taxes due pursuant to the Ordinance, or (ii) the Trustee and/or the Company and/or the 102 Affiliate withhold(s) all applicable taxes and compulsory payments due pursuant to the Ordinance arising from the 102 Trustee Awards and/or any Shares issued upon exercise or (if applicable) vesting of such 102 Trustee Awards. The Trustee shall not release any 102 Trustee Awards or Shares issued upon exercise or (if applicable) vesting thereof prior to the payment in full of the Participant’s tax and compulsory payments arising from such 102 Trustee Awards and/or Shares or the withholding referred to in (ii) above. 3.5.2. Each 102 Trustee Award shall be subject to the relevant terms of the Ordinance, the Rules and any determinations, rulings or approvals issued by the ITA, which shall be deemed an integral part of the 102 Trustee Awards and shall prevail over any term contained in the Plan, this Appendix or the Award agreement that is not consistent therewith. Any provision of the Ordinance, the Rules and any determinations, rulings or approvals by the ITA not expressly specified in the Plan, this Appendix or Award agreement that are necessary to receive or maintain any tax benefit pursuant to Section 102 shall be binding on the Participant. The Participant granted a 102 Trustee Award shall comply with the Ordinance and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee. The Participant shall execute any and all documents that the Company and/or the 102 Affiliate and/or the Trustee determine from time to time to be necessary in order to comply with the Ordinance and the Rules. 3.5.3. During the Required Holding Period, the Participant shall not release from trust or sell, assign, transfer or give as collateral, the Shares issuable upon the exercise or (if applicable) vesting of a 102 Trustee Award and/or any securities issued or distributed with respect thereto, until the expiration of the Required Holding Period. Notwithstanding the above, if any such sale, release or other action occurs during the Required Holding Period it may result in adverse tax consequences to the Participant under Section 102 and the Rules, which shall apply to and shall be borne solely by such Participant. Subject to the foregoing, the Trustee may, pursuant to a written request from the Participant, but subject to the terms of the Plan and this Appendix, release and transfer such Shares to a designated third party, provided that both of the following conditions have been fulfilled prior to such release or transfer: (i) payment has been made to the ITA of all taxes and compulsory payments required to be paid upon the release and transfer of the Shares, and confirmation of such payment has been received by the Trustee and the Company, and (ii) the Trustee has received written confirmation from the Company that all requirements for such release and transfer have been fulfilled according to the terms of the Company’s corporate documents, any agreement governing the Shares, the Plan, this Appendix, the Award agreement and any applicable law. 3.5.4. If a 102 Trustee Award is exercised or (if applicable) vested, the Shares issued upon such exercise or (if applicable) vesting shall be issued in the name of the Trustee for the benefit of the Participant. 3.5.5. Upon or after receipt of a 102 Trustee Award, if required, the Participant may be required to sign an undertaking to release the Trustee from any liability with respect to any action or decision duly taken and executed in good faith by the Trustee in relation to the Plan, this Appendix, or any 102 Trustee Awards granted to such Participant hereunder.

  213. 3. 102 AWARDS

    3.6. 102 Non-Trustee Awards. The foregoing provisions of this Section 3 relating to 102 Trustee Awards shall not apply with respect to 102 Non-Trustee Awards, which shall, however, be subject to the relevant provisions of Section 102 and the applicable Rules. The Committee may determine that 102 Non-Trustee Awards, the Shares issuable upon the exercise or (if applicable) vesting of a 102 Non-Trustee Award and/or any securities issued or distributed with respect thereto, shall be allocated or issued to the Trustee, who shall hold such 102 Non-Trustee Award and all accrued rights thereon (if any) in trust for the benefit of the Participant and/or the Company, as the case may be, until the full payment of tax arising from the 102 Non-Trustee Awards, the Shares issuable upon the exercise or (if applicable) vesting of a 102 Non-Trustee Award and/or any securities issued or distributed with respect thereto. The Company may choose, alternatively, to require the Participant to provide the Company with a guarantee or other security, to the satisfaction of each of the Trustee and the Company, until the full payment of the applicable taxes. 3.7. Written Participant Undertaking. With respect to any 102 Trustee Award, as required by Section 102 and the Rules, by virtue of the receipt of such Award, the Participant is deemed to have undertaken and confirmed in writing the following (and such undertaking is deemed incorporated into any documents signed by the Participant in connection with the employment or service of the Participant and/or the grant of such Award). The following written undertaking shall be deemed to apply and relate to all 102 Trustee Awards granted to the Participant, whether under the Plan and this Appendix or other plans maintained by the Company, and whether prior to or after the date hereof: 3.7.1. The Participant shall comply with all terms and conditions set forth in Section 102 with regard to the “Capital Gain Track” or the “Ordinary Income Track”, as applicable, and the applicable rules and regulations promulgated thereunder, as amended from time to time; 3.7.2. The Participant is familiar with, and understands the provisions of, Section 102 in general, and the tax arrangement under the “Capital Gain Track” or the “Ordinary Income Track” in particular, and its tax consequences; the Participant agrees that the 102 Trustee Awards and Shares that may be issued upon exercise or (if applicable) vesting of the 102 Trustee Awards (or otherwise in relation to the Awards), will be held by a trustee appointed pursuant to Section 102 for at least the duration of the “Holding Period” (as such term is defined in Section 102) under the “Capital Gain Track” or the “Ordinary Income Track”, as applicable. The Participant understands that any release of such 102 Trustee Awards or Shares from trust, or any sale of the Shares prior to the termination of the Holding Period, as defined above, will result in taxation at the marginal tax rate, in addition to deductions of appropriate social security, health tax contributions or other compulsory payments; and 3.7.3. The Participant agrees to the trust deed signed between the Company, his employing company and the trustee appointed pursuant to Section 102.

  214. 5. AGREEMENT REGARDING TAXES; DISCLAIMER

    5. AGREEMENT REGARDING TAXES; DISCLAIMER 5.1. If the Committee shall so require, as a condition of exercise of an Award or the release of Shares by the Trustee, a Participant shall agree that, no later than the date of such occurrence, the Participant will pay to the Company (or the Trustee, as applicable) or make arrangements satisfactory to the Committee and the Trustee (if applicable) regarding payment of any applicable taxes and compulsory payments of any kind required by applicable law to be withheld or paid. 5.2. Tax Liability. All tax consequences under any applicable law which may arise from the grant of any awards or the exercise thereof, the sale or disposition of any shares granted hereunder or issued upon exercises or (if applicable) vesting of any award. The Assumption, substitution, cancellation or payment in lieu of awards or from any other action in connection with the foregoing (including without limitation any taxes and compulsory payments, such as social security or health tax payable by the participant or the company in connection therewith, shall be borne and paid solely by the participant ant the participant shall indemnify the company, the 102 affiliate and the trustee, and shall hold them harmless against and from any liability for any suck tax or payment or any penalty, interest or indexation thereon. Each participant agrees to, and undertakes to comply with, any ruling, settlement, closing agreement or other similar agreement or arrangement with any tax authority in connection with the foregoing which is approved by the company. 5.3. No tax advice. The participant is advised to consult with a tax advisor with a tax advisor with respect to the tax consequences of receiving, exercising or disposing of awards hereunder. The company does not assume any responsibility to advise the participant on such matters, which shall remain solely the responsibility of the participant. 5.4. Tax Treatment. The Company does not undertake or assume any liability or responsibility to the effect that any award shall quality with any particular tax regime or rules applying to particular tax treatment, or benefit from any particular tax treatment or tax advantage of any type and the company shall bear no liability in connection with the manner in which any award is eventually treated for tax purposes, regardless of whether the award was granted or was intended to qualify under any particular tax regime or treatment. This provision shall supersede any designation of awards or tax qualification indicated in any corporation resolution or award agreement, which shall at all times be subject to the requirements of applicable law. The company foes not undertake and shall not be required to take any action in order to quality any award with the requirement of any particular tax treatment and no indication in any document to the effect that any award is intended to qualify for any tax treatment shall imply such an undertaking. No assurance is made by the company or the 102 affiliate that any particular tax treatment on the date of grant will continue to exist or that the award will qualify at the time of exercises or disposition thereof with any particular tax treatment. The company and the 102 affiliate shall not have any liability or obligation of any nature in the event that an award does not qualify for any particular tax treatment, regardless whether the company could have taken any action to cause such qualification to be met and such qualification remains at all times and under all circumstances at the risk of the participant. The company does not undertake or assume any liability to connect a determination or interpretation (whether written or unwritten) of any tax authority, including in respect of the qualification under any particular tax regime or rules applying to particular tax treatment. If the awards do not qualify under any particular tax treatment, it could result in adverse tax consequences to the participant. 5.5. The Company or the 102 Affiliate may take such action as it may deem necessary or appropriate, in its discretion, for the purpose of or in connection with withholding of any taxes and compulsory payments which the Trustee, the Company or the 102 Affiliate is required by any applicable law to withhold in connection with any Awards (collectively, “Withholding Obligations”). Such actions may include (i) requiring Participants to remit to the Company in cash an amount sufficient to satisfy such Withholding Obligations and any other taxes and compulsory payments, payable by the Company in connection with the Award or the exercise or (if applicable) vesting thereof; (ii) subject to applicable law, allowing the Participants to provide Shares, in an amount that at such time, reflects a value that the Committee determines to be sufficient to satisfy such Withholding Obligations; (iii) withholding Shares otherwise issuable upon the exercise of an Award at a value which is determined by the Committee to be sufficient to satisfy such Withholding Obligations; or (iv) any combination of the foregoing. The Company shall not be obligated to allow the exercise of any Award by or on behalf of a Participant until all tax consequences arising from the exercise of such Award are resolved in a manner acceptable to the Company. 5.6. Each Participant shall notify the Company in writing promptly and in any event within ten (10) days after the date on which such Participant first obtains knowledge of any tax bureau inquiry, audit, assertion, determination, investigation, or question relating in any manner to the Awards granted or received hereunder or Shares issued thereunder and shall continuously inform the Company of any developments, proceedings, discussions and negotiations relating to such matter, and shall allow the Company and its representatives to participate in any proceedings and discussions concerning such matters. Upon request, a Participant shall provide to the Company any information or document relating to any matter described in the preceding sentence, which the Company, in its discretion, requires. 5.7. With respect to 102 Non-Trustee Awards, if the Participant ceases to be employed by the Company or any 102 Affiliate, the Participant shall extend to the Company and/or the 102 Affiliate with whom the Participant is employed a security or guarantee for the payment of taxes due at the time of sale of Shares, all in accordance with the provisions of Section 102 and the Rules.

  215. FRANCE APPENDIX AND SUB-PLAN TO THE FOURTH AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    FRANCE APPENDIX AND SUB-PLAN TO THE FOURTH AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN 1. Introduction. The Company has established the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (the “Plan”), for the benefit of certain beneficial owners, including any such beneficial owners of a French Subsidiary who are French Participants. Section 14 of the Plan authorizes the Board to adopt foreign sub-plans to obtain favorable tax treatment for Participants. This French sub-plan (“French Sub-Plan”) has been produced to comply with the provisions set forth in Articles L. 225-197-1 to L. 225-197-6, L. 22-10-59 and L. 22-10-60 of the French Commercial Code for the purpose of permitting Awards to qualify for special tax and Social Security treatment in France (“French-Qualified Share Awards”). The French-Qualified Share Awards may be granted to all or part of the employees and/or corporate officers of a French Subsidiary. When they are granted to all the employees and corporate officers of a French Subsidiary, they may be granted uniformly amongst French Participants, or proportionally to their salary income or proportionally to their period of employment or following a combination of several of the previous criteria thus meeting the conditions of Article 217 quinquies of the French Tax Code. Capitalized terms in this French Sub-Plan that are not otherwise defined shall have the meanings set forth in the Plan. The terms of the Plan will, subject to the amendments in the following terms and conditions of this French Sub-Plan, be applicable to French-Qualified Share Awards. Where there is any conflict between the provisions of the Plan and the French Sub-Plan, the provisions of the French Sub-Plan shall prevail. 2. Definitions. (a) “Award” means an unfunded, unsecured right to receive, at the end of the Vesting Period, Shares which are subject to certain vesting conditions, other restrictions and to a risk of forfeiture, provided that nothing contained in the Plan, the French Sub-Plan or the Board’s decision granting the Award, and no action taken pursuant to their provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between a French Participant and the Company or any of its Subsidiaries or any other person. Subject to clause 5(d), the Award is not transferable. (b) “Award Date” means the date on which the decision to grant the relevant Award to the French Participant(s) is taken by the Board. (c) “Closed Period” (fenêtres négatives) means, in relation to French-Qualified Share Awards and as set forth in Article L. 22-10-59, II of the French Commercial Code, as amended: (i) thirty calendar days before the announcement of an annual financial report or interim financial report that the Company is obligated to make public; and (ii) for individuals holding a corporate office (mandat social) in at least one of the Subsidiaries, or salaried employees employed under the terms and conditions of an employment contract with a Subsidiary, the period as from the date they possess inside information as defined by Article 7 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, which has not been made public. If French law or regulations are amended after adoption of this French Sub-Plan to modify the definition or applicability of the Closed Period to French-Qualified Share Awards, such amendment will become applicable to any French-Qualified Share Awards granted under this French Sub-Plan to the extent permitted or required by French law. (d) “Disability” means disability (invalidité) as determined in categories 2 and 3 under Article L. 341-4 of the French Social Security Code, as amended, and subject to the fulfillment of related conditions. (e) “Dividend Equivalent Right” means a right granted under the Plan entitling the Participants to compensation measured by dividends paid to stockholders with respect to Shares. (f) “French Commercial Code” means the French code de commerce, as amended. (g) “French Participant” means an individual who (i) is a current salaried employee employed under the terms and conditions of an employment contract (contrat de travail) by a French Subsidiary or a corporate officer (mandataire social, i.e., président du conseil d’administration, directeur général, directeur général délégué, membre du directoire, gérant d’une société par actions, président d’une société par actions simplifiée) of a French Subsidiary under the terms and conditions of a corporate officer agreement (mandat social) or equivalent agreement with the relevant Subsidiary, (ii) is resident of France for French tax purposes or subject to the French Social Security contribution regime, and (iii) receives an Award under the French Sub-Plan (and any permitted transferee of an Award or Shares). (h) “French Social Security Code” means the French code de la sécurité sociale, as amended. (i) “French Subsidiary” means a Subsidiary incorporated under the laws of France or any French Branch of a Subsidiary incorporated in any jurisdiction other than France. (j) “Holding Period” (période de conservation) means a period equal to two (2) years as from the Award Date minus the relevant Vesting Period, provided that such difference is positive. For the avoidance of doubt, should such difference be negative or equal to zero, no Holding Period would be applicable to the relevant Shares. (k) “Subsidiary” means a Subsidiary (as defined in the Plan), provided that the Company holds (directly or indirectly) at least 10% of the capital or voting rights of such Subsidiary. (l) “Terms and Conditions” means the Restricted Stock Unit Award Terms and Conditions attached to the notice of award of restricted stock units which shall be deemed to be a part of this French Sub-Plan, and any references to the French Sub-Plan shall be deemed to include the same for the purpose of qualifying for special tax and Social Security treatment in France. In case of conflict between the terms herein and the Terms and Conditions, the terms herein shall prevail. (m) “Vesting Period” means the vesting periods (périodes d’acquisition) as described in the applicable Award starting on the Award Date. 3. Plan Limit. (a) No French-Qualified Share Awards may be granted to any French Participant holding more than ten per cent (10%) of the share capital of the Company at the Award Date, or to any French Participant who would come to hold more than ten per cent (10%) of the share capital of the Company as a result of being granted a French-Qualified Share Award, taking into account, as the case may be, in each case, the French-Qualified Share Awards granted to, and/or acquired by, the relevant French Participant. (it being specified that this threshold will be calculated taking into account Shares directly held by the French Participants for less than seven years). (b) The aggregate number of French-Qualified Share Awards granted (together with any other awards granted by the Company for no consideration) shall not exceed fifteen per cent (15%) of the share capital of the Company at the relevant Award Date (excluding Shares not delivered to the relevant French Participant at the expiry of the Vesting Period in respect of lapsed French-Qualified Share Awards and Shares no longer subject to any Holding Period). No French-Qualified Share Awards shall be granted to any French Participant whatsoever if, as a result of such granting, this condition would no longer be met. 4. No Consideration. The grant of any Award to the French Participant is free (attribution gratuite). As such, the French Participant shall not in any way be required to pay, contribute, or participate to any form of consideration or payment with respect to the grant of any Award.

  216. FRANCE APPENDIX AND SUB-PLAN TO THE FOURTH AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    5. Vesting. (a) Subject to paragraph (d) and (e) of this Clause 5 and the Terms and Conditions, Shares underlying the Awards will not be issued or otherwise transferred to the French Participants before the relevant Vesting Period has expired. (b) A French Participant may not transfer, assign, or otherwise dispose of a French-Qualified Share Award or any rights in respect thereof until the expiry of the Vesting Period. (c) A French Participant will not be entitled to vote or receive dividends, and will not be entitled to any Dividend Equivalent Rights or any rights of a shareholder in respect to any Shares subject to any French-Qualified Share Award (but a conditional right to the vesting of the relevant French-Qualified Share Award to his/her benefit) unless and until the Shares are delivered in settlement of the relevant French-Qualified Share Award. (d) Notwithstanding anything to the contrary in this Clause 5, if the employment agreement or corporate officer agreement of a French Participant terminates because of death before such French Participant’s French-Qualified Share Awards vest, the deceased French Participant’s heirs may request, within six (6) months from the French Participant’s date of death as evidenced by the death certificate of the French Participant, the definitive allocation of the Shares in settlement of the relevant French-Qualified Share Awards, in accordance with Article L. 225-197-3, para. 2 of the French Commercial Code. The Company shall have no obligation to inform the heirs of the deceased French Participant of the possibility for them to request the definitive allocation of the Shares. The definitive allocation of such Shares to the heirs will take place as soon as possible. In the absence of a request sent to the Company in accordance with the terms of this paragraph, the deceased French Participant’s heirs will lose all rights with respect to such Shares, which will lapse, and the Company will be released from any commitment or obligation towards the deceased French Participant’s heirs in this respect. The French-Qualified Share Awards allocated to the deceased French Participant’s heirs shall not be subject to any Holding Period. However, any transfer will be subject to the prior and unconditional adherence of the concerned deceased French Participant’s heirs to any extra statutory undertaking to which the relevant French Participant was a party; any transfer will also be subject to the provisions of the Company’s articles of association and the French Sub-Plan. (e) If, during the Vesting Period, a French Participant is affected by a Disability, the French Participant’s right to the Shares shall become one hundred percent (100%) vested upon such Disability, in accordance with Article L. 225-197-1, I-para. 6 of the French Commercial Code and the Vesting Period shall no longer apply. 6. Holding of Shares. (a) During the Holding Period, if any, a French Participant may not transfer, assign, or otherwise dispose of any of the Shares delivered in settlement of the relevant French-Qualified Share Award. (b) The Shares delivered in settlement of any French-Qualified Share Award may not be transferred, assigned, or otherwise disposed of during any applicable Closed Period. (c) With respect to Shares delivered in settlement of any French-Qualified Share Awards to individuals being both a corporate officer of at least one of the Subsidiaries and a corporate officer of the Company, the Board shall either decide that such Shares may not be disposed of by such individuals before the termination of their corporate officer position, or set the amount of such Shares that they are required to hold in registered form until the termination of their corporate officer position. (d) If, during the Holding Period, a French Participant is affected by a Disability, the French Participant’s Shares cease to be subject to the Holding Period, in accordance with Article L. 225-197-1, I-para. 7 of the French Commercial Code. 7. Lapse. Subject to the Terms and Conditions, the French Participant’s Award lapses on the date on which he or she ceases to be a French Participant for any reason whatsoever (and shall not be entitled to any form of indemnification); provided that, for the purposes of this Clause 7, a French Participant shall not be treated as ceasing to be a French Participant in the case of (i) any approved leave or absence; (ii) transfers among the Company or any of its Subsidiaries in any capacity provided that such French Participant remains to be an employee or corporate officer of the Company or any of its Subsidiaries or recommences as an employee or corporate officer of the Company or any of its Subsidiaries within 7 days following the termination as an employee or corporate officer of the original employing entity; or (iii) any other change in status as long as such French Participant remains to be an employee or corporate officer of the Company or any of its Subsidiaries (in each case, except as otherwise provided in the Board’s decision granting the Award). 8. Other Capital Transactions. If there is an event having an effect on: (i) the share capital of the Company; or (ii) the value of the Shares subject to French-Qualified Share Awards before the expiry of the Vesting Period (notably a merger, demerger or one of the operations enumerated in Article L. 225-181 of the French Commercial Code), the Board may adjust the number and/or class of Shares subject to French-Qualified Share Awards as it considers appropriate, but must take all necessary steps to limit the impact of such adjustments, if any, on the tax and Social Security treatment applicable to the French-Qualified Share Awards, in particular by satisfying, if possible, the four cumulative conditions provided for by the French tax authorities’ administrative guidelines published under the reference BOI-RSA-ES-20-20-10-20-24/07/2017, no. 240. For the avoidance of doubt, Article L. 225-197-1 of the French Commercial Code and all the conditions set out in the Plan (and the French Sub-Plan), including the Vesting Period and the Holding Period, remain applicable. 9. Miscellaneous. (a) Each French Participant acknowledges and agrees that they are responsible for obtaining advice on the tax, Social Security, and regulatory treatment applicable to the French-Qualified Share Awards and the related Shares from their own independent advisor. The obligation applies from the Award Date to the date of the subsequent transfer, assignment, or disposal of such Shares. (b) Any information relating to the tax and Social Security treatment applicable to any French Participant that may be contained in this French Sub-Plan or received by any French Participant is of a general nature only for information purposes and shall not be considered as complete or specific. Such information does not deal with the specific situation of any French Participant. (c) Each French Participant is fully responsible for the declarations, filings, and returns that must be made by them to the tax and Social Security authorities of: (i) the country of which they are tax resident; and (ii) any other country where they would be subject to reporting obligations. (d) Each French Participant is personally liable for the payment, discharge or satisfaction of all their Social Security, regulatory, and tax liabilities applicable to him/her and is solely responsible for the payment, discharge or satisfaction of such liabilities to the competent authorities and without having any recourse against the Company, any parent company or Subsidiary, whether or not this person is the person responsible for any withholding or deduction in respect of such liabilities. 10. Plan Administrator. The French Sub-Plan shall only be administered by the Board, to the exclusion of any officers or employees. 11. Interpretation.

  217. FRANCE APPENDIX AND SUB-PLAN TO THE FOURTH AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN

    (a) The French-Qualified Share Awards granted under this French-Sub Plan are intended to qualify for special tax and Social Security treatment applicable to shares granted for no consideration under Articles L. 225-197-1 to L. 225-197-6 of the French Commercial Code, and in accordance with the relevant provisions set forth by French tax and Social Security laws, but the Company does not undertake to maintain this status. (b) The terms of this French Sub-Plan will be interpreted accordingly and in accordance with the relevant provisions set forth by French tax and Social Security laws and relevant guidelines published by French tax, Social Security, or other regulatory authorities, and reporting obligations, to the extent applicable. In the event of any conflict between the provisions of this French Sub-Plan on the one hand and the Plan on the other hand, the provisions of this French Sub-Plan will control for any grants of Shares made hereunder to French Participants. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY EVERCORE INC. ATTN: JASON KLURFELD, CORP. SEC. 55 EAST 52ND STREET NEW YORK, NY 10055 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 9, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/EVR2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 9, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, so that it is received no later than June 9, 2026. For Against Abstain The Board of Directors recommends you vote FOR the For Against Abstain following proposals: 2. To approve, on an advisory basis, the executive compensation of our Named Executive Officers. 3. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. EVERCORE INC. 1. Election of Directors. Nominees: The Board of Directors recommends you vote FOR the following: 1a. Roger C. Altman 1b. Pamela G. Carlton 1c. Ellen V. Futter 1d. Gail B. Harris 1e. Robert B. Millard 1f. Willard J. Overlock, Jr. 1g. Sir Simon M. Robertson 1h. Christine A. Varney 1i. John S. Weinberg 1j. William J. Wheeler 1k. Sarah K. Williamson 4. Approval of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan. V94892-P50039 ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. SCAN TO VIEW MATERIALS & VOTE w V94893-P50039 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting, Proxy Statement and Annual Report are available at www.proxyvote.com. Continued and to be signed on reverse side EVERCORE INC. Annual Meeting of Stockholders June 10, 2026, at 9:00 a.m., Local Time This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Jason Klurfeld and John S. Weinberg, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A Common Stock and Class B Common Stock of EVERCORE INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 a.m., Local Time on June 10, 2026, at www.virtualshareholdermeeting.com/EVR2026, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. The stockholder(s) acknowledge(s) receipt with this proxy of a copy of the Notice of Annual Meeting, Proxy Statement and Annual Report describing more fully the matters set forth herein.