DEF 14A of PJT Partners Inc.
Filed Apr 29, 2025 · FY20240001628280-25-020709
Notice of 2025 Annual Meeting of Shareholders
| Summary Compensation Table | 39 | | Grants of Plan-Based Awards in 2024 | 40 | | Equity Awards at 2024 Fiscal Year-End | 41 | | 2024 Option Exercises and Stock Vested | 42 | | Partner Agreements | 43 | | Potential Payments upon Termination of Employment or Change in Control | 45 | | Restricted Stock Units | 45 | | LTIP Units | 46 | | Performance LTIP Units | 46 | | CEO Pay Ratio | 48 | | Pay versus Performance | 49 | | Description of Relationships Between Pay and Performance | 51 | | Relationship Between Pay and Company and Peer TSR | 52 | | Relationship Between Pay and Net Income | 52 | | Relationship Between Pay and Share Price | 53 | | Tabular List: Performance Measures | 53 | | Equity Compensation Plan Information | 54 | | Security Ownership of Certain Beneficial Owners and Management | 54 | | Section 16(a) Reports | 56 | | Certain Relationships and Related Person Transactions | 56 | | Exchange Agreement | 56 | | Registration Rights Agreement | 57 | | Tax Receivable Agreement | 57 | | The Limited Partnership Agreement | 59 | | Sublease with Dynasty Equity Partners Management, LLC | 63 | | Audit Matters | 64 | | Ratification of Independent Registered Public Accounting Firm | 64 | | Board Recommendation | 64 | | Audit Fees | 64 | | Pre-Approval Policies and Procedures | 65 | | Report of Our Audit Committee | 66 | | Shareholder Proposals and Nominations for Our 2026 Annual Meeting | 67 | | General Information about Our 2025 Annual Meeting | 68 | | Participation in Our Annual Meeting | 68 | | The Proxy Materials | 68 | | Mailing of Proxy Materials | 69 | | Notice of Internet Availability of Proxy Materials | 69 | | Shares to be Voted at the Annual Meeting; Our Voting Structure Does Not Contain Super-Voting Powers | 69 | | Annual Meeting Quorum | 70 | | Required Votes | 71 | | Voting at the Annual Meeting | 71 | | Revocation of Your Vote | 72 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our Board of Directors (our "Board") has nominated two directors, Paul J. Taubman and Emily K. Rafferty, for election as Class I directors. If elected, each Class I director will serve until the annual meeting of shareholders in 2028, or until succeeded by another qualified director who has been elected. Our Board recommends that you vote “FOR” each director nominee.
Nominees for Class I Directors Whose Terms Will Expire in 2028
Nominees for Class I Directors Whose Terms Will Expire in 2028
Paul J. Taubman | Chairman and Chief Executive Officer | Age: 64 | Director
Paul J. Taubman | Chairman and Chief Executive Officer | Age: 64 | Director
since October 2015
since October 2015 Professional Highlights Paul J. Taubman is the Founder, Chairman and Chief Executive Officer of PJT Partners. Since its founding, PJT Partners has become one of the most respected advisory firms in the industry. Prior to founding PJT Partners in 2015, Mr. Taubman spent nearly 30 years at Morgan Stanley, where he served in a series of increasingly senior leadership positions, including Executive Vice President and Co-President of Institutional Securities, with responsibility for all of that firm’s investment banking, capital markets and sales and trading businesses. Mr. Taubman is actively involved in philanthropic efforts, serving as Board President of New York Cares, New York City’s largest volunteer organization; Vice Chairman of Cold Spring Harbor Laboratory; Board Member of the Partnership for New York City; Advisory Council member at the Stanford Graduate School of Business; National Advisory Board member of Youth, Inc. and Trustee of the Foundation for Empowering Citizens with Autism. Mr. Taubman received a BS in Economics from the Wharton School of the University of Pennsylvania and an MBA from Stanford University’s Graduate School of Business. Skills & Qualifications Mr. Taubman’s extensive experience gained from various senior leadership roles in investment banking and the financial services industry, as well as his many years of providing strategic advice to management teams and boards around the world operating in a wide array of industries bring valuable knowledge and expertise to our Board. In addition, Mr. Taubman’s role as our Chief Executive Officer brings management perspective to Board deliberations and provides critical information about the status of our day-to-day operations. _______________________________________________________________________________________________________________________
since October 2015
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since October 2015
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Emily K. Rafferty | Nominating/ Corporate Governance Committee Chair |
Emily K. Rafferty | Nominating/ Corporate Governance Committee Chair |
Age: 76 | Director since October 2015
Age: 76 | Director since October 2015 Professional Highlights Emily K. Rafferty is President Emerita of The Metropolitan Museum of Art. She was elected President of the Museum in 2005 and served in that role until her retirement in March 2015. She had been a member of the Museum’s staff since 1976 serving in various roles in development, membership and external affairs until becoming President and Chief Administrative Officer in 2005, overseeing some 2,300 full- and part-time employees and volunteers. Ms. Rafferty’s global experience in some 50 countries on behalf of the Museum included interactions and negotiations with many senior world leaders. She is a Vice Chair of the National September 11 Memorial & Museum, a Board member of Carnegie Hall, the Advisory Board of the Hospital for Special Surgery, the Global Asia Society and the Hispanic Society Museum and Library. She is also a member of the Advisory Council of the American University of Beirut and the Council on Foreign Relations. Ms. Rafferty is principal of Emily K. Rafferty & Associates, a consulting resource for non-profit institutions. Ms. Rafferty served as a Board member of the New York Federal Reserve Bank from 2011 to 2017 (Chair, 2012 to 2016) and Koç Holdings, Istanbul from 2018 to 2024, Senior Adviser for Heritage Protection and Conservation for UNESCO from 2015 to 2017 and was Chair of NYC & Company (the city’s tourism, marketing and partnering organization) from 2008 to 2020 and continues to serve as an ex-officio board member. She previously consulted for Russell Reynolds Associates in that firm’s non-profit sector and The Shed, a NYC performing arts center. Skills & Qualifications Ms. Rafferty’s breadth and depth of expertise and experience in human capital management, operations and senior executive leadership, her global expertise as well as her understanding of monetary policy and regulation of financial institutions, provide valuable knowledge and insight to our Board. _________________________________________________________________________________________________________________________
Meet Our Board of Directors
Meet Our Board of Directors Our Board consists of seven directors, all of whom are independent with the exception of Paul J. Taubman (our Chairman and CEO) and K. Don Cornwell. Our Board is classified into three classes, designated as Class I, Class II and Class III. The term of office of the members of one class of directors expires each year in rotation so that the members of one class generally are elected at each annual meeting to serve for full three-year terms or until their successors are elected, or until such director’s death, resignation or retirement. Each class consists, as nearly as possible, of one-third of the total number of directors constituting the entire Board. Our Board is comprised of actively engaged individuals with a variety of skills, experiences and backgrounds that contribute to the effective oversight of our company. Our Board believes these varied qualifications help to inform and oversee decisions regarding our company’s long-term strategic growth. Under the guidance of our Nominating/Corporate Governance Committee, our Board reviews the structure of our Board, its committees and the individual directors and, as part of that process, considers, among other things, issues of structure, leadership and oversight needs and skills to guide our company in executing its long-term strategic objectives.
Meet Our Board of Directors
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Meet Our Board of Directors
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Nominees for Class I Directors Whose Terms Will Expire in 2028
Nominees for Class I Directors Whose Terms Will Expire in 2028
Paul J. Taubman | Chairman and Chief Executive Officer | Age: 64 | Director
Paul J. Taubman | Chairman and Chief Executive Officer | Age: 64 | Director
since October 2015
since October 2015 Professional Highlights Paul J. Taubman is the Founder, Chairman and Chief Executive Officer of PJT Partners. Since its founding, PJT Partners has become one of the most respected advisory firms in the industry. Prior to founding PJT Partners in 2015, Mr. Taubman spent nearly 30 years at Morgan Stanley, where he served in a series of increasingly senior leadership positions, including Executive Vice President and Co-President of Institutional Securities, with responsibility for all of that firm’s investment banking, capital markets and sales and trading businesses. Mr. Taubman is actively involved in philanthropic efforts, serving as Board President of New York Cares, New York City’s largest volunteer organization; Vice Chairman of Cold Spring Harbor Laboratory; Board Member of the Partnership for New York City; Advisory Council member at the Stanford Graduate School of Business; National Advisory Board member of Youth, Inc. and Trustee of the Foundation for Empowering Citizens with Autism. Mr. Taubman received a BS in Economics from the Wharton School of the University of Pennsylvania and an MBA from Stanford University’s Graduate School of Business. Skills & Qualifications Mr. Taubman’s extensive experience gained from various senior leadership roles in investment banking and the financial services industry, as well as his many years of providing strategic advice to management teams and boards around the world operating in a wide array of industries bring valuable knowledge and expertise to our Board. In addition, Mr. Taubman’s role as our Chief Executive Officer brings management perspective to Board deliberations and provides critical information about the status of our day-to-day operations. _______________________________________________________________________________________________________________________
Emily K. Rafferty | Nominating/Corporate Governance Committee Chair |
Emily K. Rafferty | Nominating/Corporate Governance Committee Chair |
Age: 76 | Director since October 2015
Age: 76 | Director since October 2015 Professional Highlights Emily K. Rafferty is President Emerita of The Metropolitan Museum of Art. She was elected President of the Museum in 2005 and served in that role until her retirement in March 2015. She had been a member of the Museum’s staff since 1976 serving in various roles in development, membership and external affairs until becoming President and Chief Administrative Officer in 2005, overseeing some 2,300 full- and part-time employees and volunteers. Ms. Rafferty’s global experience in some 50 countries on behalf of the Museum included interactions and negotiations with many senior world leaders. She is a Vice Chair of the National September 11 Memorial & Museum, a Board member of Carnegie Hall, the Advisory Board of the Hospital for Special Surgery, the Global Asia Society and the Hispanic Society Museum and Library. She is also a member of the Advisory Council of the American University of Beirut and the Council on Foreign Relations. Ms. Rafferty is principal of Emily K. Rafferty & Associates, a consulting resource for non-profit institutions. Ms. Rafferty served as a Board member of the New York Federal Reserve Bank from 2011 to 2017 (Chair, 2012 to 2016) and Koç Holdings, Istanbul from 2018 to 2024, Senior Adviser for Heritage Protection and Conservation for UNESCO from 2015 to 2017 and was Chair of NYC & Company (the city’s tourism, marketing and partnering organization) from 2008 to 2020 and continues to serve as an ex-officio board member. She previously consulted for Russell Reynolds Associates in that firm’s non-profit sector and The Shed, a NYC performing arts center. Skills & Qualifications Ms. Rafferty’s breadth and depth of expertise and experience in human capital management, operations and senior executive leadership, her global expertise as well as her understanding of monetary policy and regulation of financial institutions, provide valuable knowledge and insight to our Board.
Age: 76 | Director since October 2015
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Age: 76 | Director since October 2015
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Continuing Class II Directors Whose Terms Will Expire in 2026
Continuing Class II Directors Whose Terms Will Expire in 2026
K. Don Cornwell | Age: 54 | Director since January 2023
K. Don Cornwell | Age: 54 | Director since January 2023 Professional Highlights K. Don Cornwell is a Co-Founder and the Chief Executive Officer of Dynasty Equity, a global sports investment firm focused on acquiring minority interests in sports franchises and other related assets and rights. Prior to founding Dynasty Equity in 2022, Mr. Cornwell was a founding partner at PJT Partners, joining our company in 2015 following an 18-year career at Morgan Stanley. At Morgan Stanley, Mr. Cornwell was in the Mergers and Acquisitions Group and established a particularly focused area of expertise in media and entertainment, specifically in sports and gaming. Prior to leaving Morgan Stanley, he served as Head of Global Sports Investment Banking. Before he joined Morgan Stanley, Mr. Cornwell worked at McKinsey & Co. as a management consultant and in corporate development for the National Football League. He sits on the Board of Trustees of the Harlem Children’s Zone, an education and social services organization in Central Harlem; the East Harlem Tutorial Program, an after-school program for children in East Harlem; the Board of Directors of New York Cares, New York City’s largest volunteer organization and the VFILES Foundation, an organization with the mission to increase business ownership for creators in underrepresented communities. Mr. Cornwell served on the Management Board of Stanford University’s Graduate School of Business until July 2022. He received an MBA from Stanford University’s Graduate School of Business and an AB in Government from Harvard College. Skills & Qualifications Mr. Cornwell’s extensive experience and expertise in investment banking and in the financial services industry, as well as his deep knowledge of PJT Partners’ business, operations and culture, and his understanding of our company’s clients, employees and other stakeholders, position him to contribute valuable acumen and insight to our Board. _________________________________________________________________________________________________________________________
Thomas M. Ryan | Lead Independent Director and Compensation Committee
Thomas M. Ryan | Lead Independent Director and Compensation Committee
Chair | Age: 72 | Director since October 2015
Chair | Age: 72 | Director since October 2015 Professional Highlights Thomas M. Ryan is the former Chairman and Chief Executive Officer of CVS Health Corporation, formerly known as CVS Caremark Corporation, a pharmacy healthcare provider (“CVS”). He served as Chairman of CVS from April 1999 to May 2011 and Chief Executive Officer of CVS from May 1998 to February 2011, and also served as President from May 1998 to May 2010. Mr. Ryan serves on the Board of Five Below, Inc. and is an Operating Partner of Advent International. Mr. Ryan was a director of Yum! Brands, Inc. from 2002 to 2017, Reebok International Ltd. from 1998 to 2005, Bank of America Corporation from 2004 to 2010 and Vantiv, Inc. from 2012 to 2015. Skills & Qualifications Mr. Ryan’s role as Chairman and Chief Executive Officer of a global pharmacy healthcare business, his extensive operations and management experience, his expertise in finance and strategic planning, as well as his public company directorship and committee experience, position him well to serve on our Board.
Chair | Age: 72 | Director since October 2015
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Chair | Age: 72 | Director since October 2015
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Continuing Class III Directors Whose Terms Will Expire in 2027
Continuing Class III Directors Whose Terms Will Expire in 2027
James Costos | Age: 62 | Director since February 2017
James Costos | Age: 62 | Director since February 2017 Professional Highlights James Costos served as the United States Ambassador to the Kingdom of Spain and the Principality of Andorra from August 2013 to January 2017. Before his diplomatic service, he held leadership roles in the entertainment and international business sectors. Notably, Mr. Costos was Vice President at Home Box Office (HBO) from 2007 to 2013, and his executive experience also includes leadership positions at Revolution Studios, Tod's S.p.A, and Hermès of Paris. Currently, Mr. Costos holds the position of President at Secuoya Studios, a global Spanish TV and film content production studio headquartered in Madrid. In addition to his professional endeavors, Mr. Costos is dedicated to cultural and humanitarian causes. He serves on the J. William Fulbright Foreign Scholarship Board and sits on the Boards of the Hispanic Society of America and the Human Rights Campaign. Mr. Costos earned his Bachelor of Arts degree in Political Science from the University of Massachusetts. Skills & Qualifications Mr. Costos’ international government relations and policy experience and his international marketing, operations, technology and executive leadership experience position him well to serve on our Board. His strong international experience brings a geographically diverse perspective to the oversight of our multi- national business operations. ______________________________________________________________________________________________________________________
Grace R. Skaugen | Age: 71 | Director since July 2020
Grace R. Skaugen | Age: 71 | Director since July 2020 Professional Highlights Grace Reksten Skaugen, a Norwegian national, has extensive experience working with a broad array of European companies. She currently chairs Orrön Energy AB (Chair of the Compensation Committee) and is a board member of Investor AB (Chair of the Audit and Risk Committee). Ms. Skaugen is also a trustee and Honorary Treasurer of the International Institute for Strategic Studies (IISS) in London. In 2009, Ms. Skaugen co- founded the Norwegian Institute of Directors, where she still serves on its board as Deputy Chair. She previously served as a senior advisor to HSBC (2014-2019) and Deutsche Bank (2007-2014). She was deputy chair (2012-2015) of the Norwegian oil company Statoil (now Equinor) and served on its board (2002-2015). Ms. Skaugen served as deputy chair (2013-2020), board member (2012-2020) and chair of the Compensation Committee at Orkla ASA, was a board member and member of the Compensation and Sustainability Committees at Lundin Energy AB (2015-2022) and chaired Euronav NV (where she was a member of the Compensation Committee, Sustainability Committee and Corporate Governance and Nomination Committee) (2016-2023). She has previous investment banking experience, having worked at the Nordic bank SEB, where she advised companies within the energy, transportation and technology sectors. Ms. Skaugen started her career as a postdoctoral researcher at Columbia Radiation Laboratory in New York. She is a physicist by education and holds a PhD in laser physics from Imperial College in London. She also holds an M.B.A. from the Norwegian School of Management, BI. Skills & Qualifications Ms. Skaugen’s experience and expertise in the international financial services industry, as well as her extensive corporate governance and board experience, provide unique insights into our business and add industry- specific expertise and knowledge to our Board. Her strong international experience brings a geographically diverse perspective to the oversight of our multi-national business operations.
Grace R. Skaugen | Age: 71 | Director since July 2020
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Grace R. Skaugen | Age: 71 | Director since July 2020
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Kenneth C. Whitney | Audit Committee Chair | Age: 67 | Director since
Kenneth C. Whitney | Audit Committee Chair | Age: 67 | Director since
Director Compensation
Director Compensation Members of our Board who are members of management receive no additional compensation for their services as directors. Each non-management director receives an annual base retainer for the service period from June 1 to May 31 in the amount of $225,000, with a minimum of 50% (and, if selected by the non- management director, up to 100%) of such annual retainer delivered in the form of Restricted Stock Units (“RSUs”). Effective June 1, 2025, the annual base retainer for non-management directors will increase to $250,000. Subject to continued service, RSUs granted pursuant to a director’s election vest quarterly in substantially equal installments over the subject year of service, with vesting accelerated upon death, disability or a change in control of our company. Vested RSUs will be settled on the earliest of the termination of service of such director, the fifth anniversary of the grant date or a change in control of our company and
Director Compensation
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Director Compensation
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Director Compensation
will be settled in shares of our company’s Class A common stock or, at the discretion of our Compensation Committee, cash (or a combination thereof). Each new non-management director also receives a one-time grant of RSUs in an amount having a value of $100,000. Subject to continued service, the one-time RSU grant vests in substantially equal installments annually over four years, with vesting accelerated upon death, disability or a change in control of our company. Upon vesting, the one-time RSU grant will be settled on the earliest of the termination of service of the director, the fourth anniversary of the grant date or a change in control of our company and will be settled in shares of our company’s Class A common stock or, at the discretion of our Compensation Committee, cash (or a combination thereof). We also reimburse each of our non-management directors for his or her travel expenses incurred in connection with his or her attendance at meetings of our Board and its committees. The Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan approved by our company’s shareholders on May 24, 2023 (as amended, the “Omnibus Incentive Plan”) limits the amount of compensation for director services that may be awarded to each non-management director (including both equity awards and any cash fees paid to the non-management director but excluding expense reimbursement) in any fiscal year to $750,000 in total value. Further, our Compensation Committee has engaged Willis Towers Watson, an outside independent compensation consultant, to provide guidance with respect to compensation paid to our non-management directors.
Director Compensation for Fiscal Year 2024
Director Compensation for Fiscal Year 2024 The 2024 compensation of the non-management directors is set forth in the table below:
Director Compensation for Fiscal Year 2024
| Name | Fees Earned or Paid in Cash | Stock Awards1 | Total | | K. Don Cornwell | $— | $225,000 | $225,000 | | James Costos | $56,200 | $168,800 | $225,000 | | Emily K. Rafferty | $112,500 | $112,500 | $225,000 | | Thomas M. Ryan | $— | $225,000 | $225,000 | | Grace R. Skaugen | $112,500 | $112,500 | $225,000 | | Kenneth C. Whitney | $112,500 | $112,500 | $225,000 |
Director Compensation for Fiscal Year 2024
1The amounts in this column reflect the aggregate awards of RSUs granted in fiscal year 2024 in accordance with Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC Topic 718”). A discussion of the assumptions used in calculating these values can be found in Note 10 to our 2024 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. On June 3, 2024, Mr. Cornwell and Mr. Ryan were awarded 2,076 RSUs with a grant date fair value of $108.42 per share computed in accordance with ASC Topic 718 approximating $225,000, Mr. Costos was awarded 1,557 RSUs with a grant date fair value of $108.42 per share computed in accordance with ASC Topic 718 approximating $168,800, and Ms. Rafferty, Ms. Skaugen and Mr. Whitney were awarded 1,038 RSUs with a grant date fair value of $108.42 per share computed in accordance with ASC Topic 718 approximating $112,500. Subject to continued service as a director, 25% of each of these RSU grants generally has vested or will vest on August 31, 2024, November 30, 2024, February 28, 2025 and May 31, 2025. The shares of Class A common stock
Director Compensation for Fiscal Year 2024
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Director Compensation for Fiscal Year 2024
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Director Compensation for Fiscal Year 2024
underlying such vested RSUs will be delivered on the earliest of (i) the termination of the director’s services, (ii) June 1, 2029 or (iii) a change in control of our company. As of December 31, 2024, Mr. Cornwell held 57,902 unvested RSUs (representing total unvested RSUs, not RSUs in relation to directorship only), and Mr. Costos, Ms. Rafferty, Mr. Ryan, Ms. Skaugen and Mr. Whitney held 784, 523, 1,044, 523 and 523 unvested RSUs, respectively. These amounts include RSUs credited as dividend equivalents on the underlying RSUs in connection with dividends paid by our company to holders of its Class A common stock. Credited dividend equivalents are subject to the same terms and conditions as the underlying RSU.
Director Compensation for Fiscal Year 2024
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Director Compensation for Fiscal Year 2024
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Roles of Our Compensation Committee, Compensation Consultant and Management
Roles of Our Compensation Committee, Compensation Consultant and Management
Benchmarking Process
Benchmarking Process In developing our compensation programs, our Compensation Committee commissions a compensation benchmarking analysis to ensure that our programs are competitive with those of other independent investment banks, including consideration of the cost of equivalent talent in the markets in which we operate. Our Compensation Committee reviews our Named Executive Officer compensation in relation to other financial institutions, working with Willis Towers Watson, which provides market data and practices for consideration, as well as executive compensation trends and developments. One of the challenges for our company when establishing its peer group is the limited number of directly comparable organizations. Part of our Compensation Committee’s overall review of the executive compensation program over the past several years has included developing underlying principles for identifying peers. These principles include operating in similar or comparable industry segments: investment banking, comparable in size and scope and competitors for talent. The full peer group of independent investment banking firms considered for the 2023 market data benchmarking set for the purposes of 2024 executive compensation decisions is Evercore Inc., Houlihan Lokey Inc., Jefferies Financial Group Inc., Lazard Ltd., Moelis & Company and Perella Weinberg Partners and Rothschild & Co. The most relevant public competitors considered within the independent investment bank benchmarking data for 2024 did not change from the prior year and included:
Benchmarking Process
| Lazard Ltd Evercore Inc. Houlihan Lokey, Inc. | Moelis & Company Perella Weinberg Partners |
Benchmarking Process
For purposes of determining our overall level of executive compensation (i.e., base salary and annual incentive compensation), our Compensation Committee generally reviews compensation in light of peer group compensation ranges but does not limit target setting to a particular peer group percentile. Our Compensation Committee also takes into account other factors, including the executive’s role and experience, as compared to our peers’ executives. Ultimately, our Compensation Committee believes that appropriate compensation for a particular executive should be made based on the full review of company and individual performance, while also considering market data. Overall, as set forth below in “Elements of Our Compensation Program,” Willis Towers Watson determined that our executive compensation programs, as structured, are appropriately competitive relative to our peers.
Annual Incentive Compensation
Annual Incentive Compensation Named Executive Officers are eligible to receive discretionary compensation on an annual basis to incentivize the achievement of key short- and long-term corporate strategic goals. We do not set specific quantitative performance targets upon which the annual incentive compensation paid to our Named Executive Officers would become payable. Instead, the annual incentive compensation paid to our Named Executive Officers is determined based on a performance evaluation conducted by our Compensation Committee with the assistance of Mr. Taubman (other than with respect to compensation to be paid to Mr. Taubman) and our Chief Human Resources Officer. A portion of the annual incentive compensation is paid in cash and a portion is paid in the form of long-term incentive awards granted in the form of restricted equity.
Annual Incentive Compensation for Ms. Lee, Ms. Meates and Mr. Travin
Annual Incentive Compensation for Ms. Lee, Ms. Meates and Mr. Travin The evaluation with respect to the annual incentive compensation paid to Ms. Lee, Ms. Meates and Mr. Travin for the 2024 performance year involved an analysis of both: (i)company-wide performance and (ii)the performance of the individual officer and his or her contributions to our company, including consideration of role-specific goals previously agreed to by our Compensation Committee.
Cash Bonus
Cash Bonus The portion of each Named Executive Officer’s 2024 annual incentive compensation paid in the form of cash was as follows: Ms. Lee — $2,223,300; Ms. Meates — $ 1,847,700 and Mr. Travin — $1,309,600. Mr. Taubman has not received any cash compensation in excess of base salary since our company’s inception.
Long-Term Incentive Awards
Long-Term Incentive Awards Our Compensation Committee believes that a substantial portion of each Named Executive Officer’s annual incentive compensation should be in the form of long-term incentive awards in the form of either LTIP Units or RSUs. Determination of the form of long-term incentive awards takes into consideration the significant equity holdings our Named Executive Officers maintain, which in each case were acquired through a combination of grants made at our company’s spin-off, performance-based awards and open market purchases. Long-term incentive awards encourage management to create shareholder value over the long term, because the value of the equity awards is directly attributable to the price of our Class A common stock over time. In addition, equity awards are an effective tool for management retention because full vesting of the awards generally requires continued employment for multiple years. Long-term incentive awards for performance year 2024 were granted in 2025 to Ms. Lee, Ms. Meates and Mr. Travin in the form of LTIP Units, which generally vest following the second, third and fourth year from the grant date. The portion of each of Ms. Lee’s, Ms. Meates’ and Mr. Travin’s 2024 annual incentive compensation paid in the form of LTIP Units was as follows: Ms. Lee — $2,264,700; Ms. Meates — $1,640,300; and Mr. Travin — $1,178,400. As these LTIP Units were granted in 2025, pursuant to the rules of the SEC, the grant date fair value of these restricted stock unit awards will be reflected in the “Stock Awards” column in the “Summary Compensation Table” for 2025.
Performance LTIP Units Granted to Mr. Taubman
Performance LTIP Units Granted to Mr. Taubman In February 2022, our Compensation Committee granted to Mr. Taubman 1,000,000 Performance LTIP Units, with high share price targets coupled with five-year vesting conditions (described in detail in our proxy statement related to our 2023 annual meeting of shareholders), in order to provide an appropriate link between compensation and the creation of shareholder value. Excluding long-term shareholder aligned awards, Mr. Taubman has not received any annual incentive awards above his base compensation since our inception in 2015. Consistent with granting these long-term Performance LTIP Units, our company does not currently anticipate paying Mr. Taubman any further equity incentive compensation through the end of 2026. Mr. Taubman’s annual base salary will continue at $1,000,000 for 2025 and is unchanged since 2015.
Performance LTIP Units Granted to Mr. Taubman
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Performance LTIP Units Granted to Mr. Taubman
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Alternative Presentation of Annual Compensation
Alternative Presentation of Annual Compensation The following table is presented to show how our Compensation Committee viewed 2022 to 2024 annual compensation for our Named Executive Officers and includes base salary as well as cash bonus and long-term incentive awards as part of annual incentive compensation. This table differs from the “Summary Compensation Table” below and is not a substitute for that table. Unlike the “Summary Compensation Table,” which reflects the grant date fair value of long-term incentive awards granted during the applicable calendar year (whether or not such awards were granted with respect to the performance for such year), the following table reflects the dollar amounts of the annual incentive compensation paid in the form of RSUs, LTIP Units and Performance LTIP Units with respect to each specific performance year (e.g., for 2024, the dollar amount of the RSUs that were granted in 2025 with respect to 2024 performance).
Alternative Presentation of Annual Compensation
| Name and Principal Position | Year | Salary | Bonus | Stock Awards1 | Total | | Paul J. Taubman Chairman and CEO | 2024 | $1,000,000 | — | — | $1,000,000 | | | 2023 | $1,000,000 | — | — | $1,000,000 | | | 2022 | $1,000,000 | — | — | $1,000,000 | | Ji-Yeun Lee Managing Partner | 2024 | $1,000,000 | $2,223,300 | $2,264,700 | $5,488,000 | | | 2023 | $1,000,000 | $1,847,700 | $1,640,300 | $4,488,000 | | | 2022 | $1,000,000 | $1,852,500 | $1,647,500 | $4,500,000 | | Helen T. Meates Chief Financial Officer | 2024 | $1,000,000 | $1,847,700 | $1,640,300 | $4,488,000 | | | 2023 | $1,000,000 | $1,422,100 | $1,065,900 | $3,488,000 | | | 2022 | $500,000 | $1,652,500 | $1,347,500 | $3,500,000 | | David A. Travin General Counsel | 2024 | $500,000 | $1,309,600 | $1,178,400 | $2,988,000 | | | 2023 | $500,000 | $1,071,500 | $666,500 | $2,238,000 | | | 2022 | $500,000 | $1,027,500 | $622,500 | $2,150,000 |
Summary Compensation Table
Summary Compensation Table The following table summarizes the total compensation paid to or earned in respect of fiscal years 2022, 2023 and 2024 for Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin, each under the rules of the SEC.
Summary Compensation Table
| Name and Principal | Year | Salary | Bonus1 | Stock Awards2 | Other3 | Total | | Paul J. Taubman Chairman and CEO | 2024 | $1,000,000 | — | — | $30,510 | $1,030,510 | | | 2023 | $1,000,000 | — | — | $29,620 | $1,029,620 | | | 2022 | $1,000,000 | — | $39,100,000 | $16,595 | $40,116,595 | | Ji-Yeun Lee Managing Partner | 2024 | $1,000,000 | $2,223,300 | $1,668,634 | $30,510 | $4,922,444 | | | 2023 | $1,000,000 | $1,847,700 | $1,653,164 | $29,620 | $4,530,484 | | | 2022 | $1,000,000 | $1,852,500 | $1,971,031 | $16,595 | $4,840,126 | | Helen T. Meates Chief Financial Officer | 2024 | $1,000,000 | $1,847,700 | $1,084,315 | $30,510 | $3,962,525 | | | 2023 | $1,000,000 | $1,422,500 | $1,352,121 | $29,620 | $3,804,241 | | | 2022 | $500,000 | $1,652,500 | $1,608,809 | $16,595 | $3,777,904 | | David A. Travin General Counsel | 2024 | $500,000 | $1,309,600 | $678,043 | $30,510 | $2,518,153 | | | 2023 | $500,000 | $1,071,500 | $624,613 | $29,620 | $2,225,733 | | | 2022 | $500,000 | $1,027,500 | $633,889 | $16,570 | $2,177,959 |
Summary Compensation Table
12024 bonus amounts represent the cash component of the annual incentive compensation earned for 2024 performance and paid in the following year. In the case of Ms. Lee, Ms. Meates and Mr. Travin, the remainder of the 2024 performance year annual incentive compensation was paid in the form of LTIP Units, as discussed above in “Elements of Our Compensation Program— Annual Incentive Compensation—Long-Term Incentive Awards.” As these LTIP Units were granted in 2025, pursuant to the rules of the SEC, the stock awards reported for 2024 for Ms. Lee, Ms. Meates and Mr. Travin do not include their respective portion of the annual incentive compensation that was paid in LTIP Units. The dollar amounts paid in the form of LTIP Units for performance year 2024 are as follows: Ms. Lee—$2,264,700; Ms. Meates—$1,640,300 and Mr. Travin—$1,178,400. 2The amounts included in this column represent the aggregate grant date fair value of the equity awards computed in accordance with ASC Topic 718. A discussion of the assumptions used in calculating these values can be found in Note 10 to our 2024 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. For 2022, the value represents Performance LTIP Units granted on February 10, 2022 to Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin. Consistent with granting these long-term Performance LTIP Units our company does not currently anticipate paying Mr. Taubman any further equity incentive compensation through the end of 2026. In the case of Mr. Lee, Ms. Meates and Mr. Travin, these awards appertain to the 2021 performance year. Performance LTIP Units are subject to both service and performance conditions. Performance LTIP Units satisfy the time-vesting requirement over a five-year period, with 20% of the service condition met per year commencing March 1, 2023. As of December 31, 2024, the Performance LTIP Units achieved the designated dividend-adjusted per-share price of $130, thereby fully satisfying the performance condition, which will result in 100% vesting of these awards upon satisfaction of the relevant service vesting conditions. 3We make available to our partners, including our Named Executive Officers, financial planning services on an annual basis paid for by our company. In 2024, each of our Named Executive Officers used this service. The amount includes charitable contributions made by our company to charitable organizations selected by Named Executive Officers pursuant to the PJT Giving Program described above in the section titled, “Employee Benefits; Perquisites.” Named Executive Officers do not receive any direct financial benefit from the PJT Giving Program because the charitable deductions accrue solely to our company. In addition, we make available to our CEO and, on occasion by exception, to other partners, including our Named Executive Officers, personal use of a company leased aircraft when it is not being used for business purposes, for which our company is reimbursed the full incremental costs associated with such use.
Summary Compensation Table
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Summary Compensation Table
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Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The following table discloses the number of plan-based awards granted in 2024 to our Named Executive Officers and the grant date fair value of these awards.
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table sets forth certain information regarding equity awards that vested in 2024 for our Named Executive Officers.
2024 Option Exercises and Stock Vested
| | Stock or Unit Awards | | | Name | Number of Shares or Units Acquired on Vesting1 (#) | Value Realized on Vesting2 | | Paul J. Taubman | 300,000 | $34,280,184 | | Ji-Yeun Lee | 23,135 | $2,572,597 | | Helen T. Meates | 18,883 | $2,099,724 | | David A. Travin | 5,543 | $627,391 |
2024 Option Exercises and Stock Vested
1Represents the aggregate number of RSUs, LTIP Units and Performance LTIP Units to Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin that vested in 2024. 2The value realized on vesting of the equity awards is the product of (a) the closing price of our Class A common stock on the vesting date (or, if the vesting date was not a trading day, the immediately preceding trading day), multiplied by (b) the number of equity awards vested.
2024 Option Exercises and Stock Vested
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2024 Option Exercises and Stock Vested
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Potential Payments upon Termination of Employment or Change in Control
Potential Payments upon Termination of Employment or Change in Control Other than with respect to the potential continued or accelerated vesting of outstanding equity awards that each of our Named Executive Officers may be entitled to in connection with certain terminations of employment or a change in control, our Named Executive Officers are not entitled to any additional payments or benefits following a change in control or upon termination of employment, and are only entitled to payments and benefits that are available generally on a non-discriminatory basis to all salaried employees, such as continuation of health care benefits through the end of the month of the termination of employment.
CEO Pay Ratio
CEO Pay Ratio Presented below is the ratio of annual total compensation of Mr. Taubman, our CEO, to the median annual total compensation for all our employees (other than our CEO) as of December 31, 2024 (the “CEO Pay Ratio”). We believe the pay ratio included below is a reasonable estimate determined under relevant SEC rules. However, due to the flexibility afforded by Item 402(u) of Regulation S-K in calculating the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies. For 2024, the annual total compensation of our median employee, the annual total compensation of our CEO, pursuant to the methodology described below and in accordance with the requirements for determining total compensation in the Summary Compensation Table, and the resulting pay ratio are shown in the table below:
CEO Pay Ratio
| | 2024 Annual Total Compensation | | CEO | $1,030,510 | | Median Employee | $315,000 | | CEO Pay Ratio | 3:1 |
CEO Pay Ratio
We identified our median employee using our partner and employee population, excluding Mr. Taubman, as of December 31, 2024. To identify our median employee, we used: (1)base salary, (2)cash bonus awarded in respect of such year’s performance and (3)long-term incentives awarded in respect of such year’s performance. We believe this consistently applied compensation measure reasonably reflects annual compensation across our employee base. This methodology was also applied to compensation reflected for our Named Executive Officers in the table under “Compensation of Our Executive Officers — Elements of Our Compensation Program — Alternative Presentation of Annual Compensation” and represents compensation in the manner considered by our Compensation Committee for determining annual compensation.
CEO Pay Ratio
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CEO Pay Ratio
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Pay versus Performance
Pay versus Performance The Compensation Discussion and Analysis section of this Proxy Statement sets forth the financial and other factors considered by our Compensation Committee when reviewing and setting the compensation of our CEO and other Named Executive Officers (“non-CEO NEOs”) for the 2024 performance year. Our executive compensation program considers company-wide financial measures to ensure alignment with shareholders, in addition to goals targeted to each of the Named Executive Officers. We seek to ensure that each Named Executive Officer has goals that are tied to tangible measures of business success as well as those that are focused on leadership and talent development. Rewards for our Executive Officers are structured to ensure a focus on the long-term success of our company. This is typically achieved by granting a significant portion of annual incentives in the form of restricted stock awards that vest over four years. As required by Item 402(v) (the “Rule”) of Regulation S-K, the following sets forth information regarding compensation of our CEO and our non-CEO NEOs. In accordance with the Rule, the table below and the discussion that follows includes an amount referred to as “compensation actually paid” as defined in Item 402(v)(2)(iii). The calculation of this amount includes, among other things, the revaluation of unvested and outstanding equity awards. In accordance with the Rule, the revaluation of stock and option awards includes, as applicable: >the year-end fair value of the awards granted in the covered fiscal year (e.g., 2024) that are outstanding and unvested as of the end of the covered fiscal year; >the change in fair value from the end of the prior fiscal year (e.g., 2024) to the end of the covered fiscal year with respect to any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; >the fair value, as of the vesting date, of any awards that were granted and vested in the same covered year and >the change in fair value from the end of the prior fiscal year to the vesting date or forfeiture date with respect to any awards granted in prior years that vested or failed to vest, as applicable, in the covered fiscal year. Stock awards include the dollar amount of accrued dividend equivalents, if applicable. Importantly, the actual value of compensation received by our CEO and non-CEO NEOs will depend upon our company’s stock price at point of vesting and whether service requirements are met. Compensation actually paid to our CEO includes valuations in respect of awards granted at the spin- off, with such units earned as a result of our company achieving certain share price thresholds. Specifically, 98% of the 2020 compensation actually paid value relates to the vesting of two tranches of Mr. Taubman’s Earn-Out award for which share price hurdles were achieved during the year, in aggregate equating to stock price appreciation of more than 300% from inception. The final tranche of Mr. Taubman's Earn-Out award failed to meet the share price hurdle within the required time frame, which would have required share price appreciation of 376% since inception. Accordingly, 2021 compensation actually paid includes value attributed to the forfeiture of this final tranche. For 2022, the values represent the Performance LTIP Units granted to Mr. Taubman on February 10, 2022 that generally vest over a five-year period contingent on the achievement of significant performance hurdles and Mr. Taubman’s continued employment with our company for five years from grant. Our company does not currently anticipate paying Mr. Taubman any further equity incentive compensation through the end of 2026. These Performance LTIP Units are intended to reward performance on a multi-year basis and in a manner that is fully aligned with shareholders. For 2023 and 2024, the values reflect 100% of Performance LTIP Units that vested on the basis of achieving the applicable performance hurdle of a 20-day VWAP and having satisfied the first and second service conditions respectively.
Pay versus Performance
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Pay versus Performance
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Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based On7: | | | | | Year | Summary Compensation Table Total for PEO1,2 | Compensation Actually Paid to PEO1,3,6 | Average Summary Compensation Table Total for Non-PEO NEOs4 | Average Compensation Actually Paid to Non-PEO NEOs5,6 | Total Shareholders Returns | Peer Group Total Shareholders Returns8 | Net Income ($mm) | Share Price9 | | 2024 | $1,030,510 | $43,002,694 | $3,801,041 | $7,294,318 | $379 | $173 | $238 | $157.81 | | 2023 | $1,029,620 | $38,447,620 | $3,520,153 | $5,848,229 | $243 | $133 | $146 | $101.87 | | 2022 | $40,116,595 | $53,986,595 | $3,598,663 | $3,982,497 | $173 | $118 | $165 | $73.69 | | 2021 | $1,015,000 | $(31,601,946) | $4,146,658 | $2,251,711 | $172 | $132 | $190 | $74.09 | | 2020 | $1,015,000 | $98,109,055 | $5,195,368 | $12,727,694 | $167 | $98 | $212 | $75.25 |
Pay versus Performance Table
1Our CEO, Mr. Taubman, is our Principal Executive Officer (PEO). 2The amounts included in this column are the total compensation amounts disclosed in the Summary Compensation Table for each of the years included. 3Compensation actually paid was calculated in accordance with the rules outlined under Item 402(v)(2)(iii) of Regulation S-K. The following table outlines adjustments made to the amounts reported for Mr. Taubman in the Summary Compensation Table. Importantly, the amounts do not reflect the actual amount of compensation earned by, or paid to, Mr. Taubman during the applicable year.
Pay versus Performance Table
| Year | Grant Date Fair Value of Equity Awards Granted in the Yeara | Change in Pension Value Deductionb | Pension Service Cost Additionb | Prior Pension Service Cost Additionb | Stock and Option Awards Adjustmentc | Total Adjustments | | 2024 | — | — | — | — | $41,972,184 | $41,972,184 | | 2023 | — | — | — | — | $37,418,000 | $37,418,000 | | 2022 | $(39,100,000) | — | — | — | $52,970,000 | $13,870,000 | | 2021 | — | — | — | — | $(32,616,946) | $(32,616,946) | | 2020 | — | — | — | — | $97,094,055 | $97,094,055 |
Pay versus Performance Table
(a)The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. These values are subtracted for the purposes of the Pay versus Performance calculation per the rules outlined under the Rule. (b)Our CEO does not participate in any company pension plans, therefore compensation adjustment represented is zero. (c)For each covered year, the amounts added or deducted in calculated stock and option award adjustments include:
Pay versus Performance Table
| Year | Year End Fair Value of Equity Awards Granted during the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested In the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Stock and Option Awards Adjustment | | 2024 | — | $34,386,000 | — | $7,586,184 | — | — | $41,972,184 | | 2023 | — | $32,409,000 | — | $5,009,000 | — | — | $37,418,000 | | 2022 | $52,970,000 | — | — | — | — | — | $52,970,000 | | 2021 | — | — | — | $72,954 | $(32,689,900) | — | $(32,616,946) | | 2020 | — | $28,841,015 | — | $68,253,040 | — | — | $97,094,055 |
Pay versus Performance Table
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Pay versus Performance Table
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Pay versus Performance Table
4The amounts included in this column represent the average of the total compensation amounts disclosed in the Summary Compensation Table to Ms. Lee, Ms. Meates and Mr. Travin for fiscal years 2024, 2023, 2022, 2021 and 2020. 5Average compensation actually paid for our non-CEO NEOs was calculated in accordance with the rules outlined under Item 402(v)(2)(iii) of Regulation S-K. The following adjustments were made to the amounts reported in the Summary Compensation Table for our non-CEO NEOs. Importantly, the amounts do not reflect the actual average amount of compensation earned by, or paid to, our other Named Executive Officers as a group during the applicable year.
Pay versus Performance Table
| Year | Grant Date Fair Value of Equity Awards Granted In the Yeara | Change in Pension Value Deductionb | Pension Service Cost Additionb | Prior Pension Service Cost Additionb | Stock and Option Awards Adjustmentc | Total Adjustments | | 2024 | $(1,143,664) | — | — | — | $4,636,942 | $3,493,278 | | 2023 | $(1,209,966) | — | — | — | $3,538,042 | $2,328,076 | | 2022 | $(1,404,576) | — | — | — | $1,788,410 | $383,834 | | 2021 | $(1,044,991) | — | — | — | $(849,956) | $(1,894,947) | | 2020 | $(1,225,368) | — | — | — | $8,757,694 | $7,532,326 |
Pay versus Performance Table
(a)The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. These values are subtracted for the purposes of the Pay versus Performance calculation per the rules outlined under the Rule. (b)Our non-CEO NEOs do not participate in any company pension plans, therefore compensation adjustment represented is zero. (c)For each covered year, the amounts added or deducted in calculated stock and option award adjustments include:
Pay versus Performance Table
| Year | Year End Fair Value of Equity Awards Granted during the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested In the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Stock and Option Awards Adjustment | | 2024 | $1,839,232 | $2,504,937 | — | $292,773 | — | — | $4,636,942 | | 2023 | $1,600,042 | $1,501,018 | — | $436,982 | — | — | $3,538,042 | | 2022 | $1,902,824 | $14,469 | — | $(128,883) | — | — | $1,788,410 | | 2021 | $1,096,990 | $34,214 | — | $(105,511) | $(1,875,650) | — | $(849,956) | | 2020 | $1,744,377 | $2,555,994 | — | $4,457,323 | — | — | $8,757,694 |
Pay versus Performance Table
6When calculating amounts of “compensation actually paid” for purposes of this table: (i)The fair value of RSU and LTIP unit awards was estimated as of the relevant valuation date in accordance with ASC Topic 718. (ii)The fair value of performance awards was estimated using a Monte Carlo simulation for each valuation date for which the performance conditions were not fully satisfied, with the corresponding key assumptions described in Note 10 to our financial statements for the fiscal years ended December 31, 2022 and 2023. 7Total shareholder return, including reinvestment of dividends, as calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2020 (the last trading day of 2020) through and including the end of the fiscal year for each year reported in the table as required by the Rule. 8Total shareholder return for S&P 500 Financials Index. 9For purposes of the Rule, we have identified Share Price as our company-Selected Metric, based on the closing price of our Class A common stock on the last trading day of each year. Although Share Price is one important financial performance measure, among others, that our Compensation Committee considers when making compensation decisions with the intent of aligning compensation with company performance, our Compensation Committee has not historically and does not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, our Compensation Committee does not actually use any financial performance measure specifically to link executive compensation “actually paid” to company performance.