DEF 14A of Perella Weinberg Partners, Apr 12, 2024

DEF 14A of Perella Weinberg Partners

Filed Apr 12, 2024 · FY20230001777835-24-000067

Open on EDGAR

  1. TABLE OF CONTENTS

    | GENERAL INFORMATION | 1 | | PROPOSAL 1: ELECTION OF DIRECTORS | 7 | | CORPORATE GOVERNANCE | 8 | | DIRECTOR COMPENSATION | 18 | | EXECUTIVE COMPENSATION | 19 | | STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 28 | | DELINQUENT SECTION 16(A) REPORTS | 31 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 32 | | PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITOR APPOINTMENT | 43 | | AUDIT COMMITTEE REPORT | 44 | | PROPOSAL 3: APPROVAL OF AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO UPDATE THE EXCULPATION PROVISION | 45 | | ADDITIONAL INFORMATION | 46 |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our board of directors is currently composed of nine directors, and are divided into three classes, designated Class I, Class II and Class III. At the Annual Meeting, stockholders will vote to elect as directors of the Company the four Class III directors. Each of the Class III directors elected at the Annual Meeting will hold office until the 2027 Annual Meeting of Stockholders, and until his or her respective successor has been duly elected and qualified. The board of directors has nominated Peter A. Weinberg, Dietrich Becker, Jane C. Sherburne and Elizabeth (Beth) Cogan Fascitelli for re-election as Class III directors at the Annual Meeting. The persons named as proxy holders will vote to elect each of these nominees unless a stockholder indicates that his or her shares should be withheld with respect to one or more of such nominees. In connection with our Business Combination, we entered into a Stockholders Agreement with Professional Partners, pursuant to which, for so long as the Class B Condition is satisfied, VoteCo Professionals has approval rights over significant corporate actions by us. Our board of directors will nominate individuals designated by VoteCo Professionals equal to a majority of the board of directors, for so long as the Class B Condition is satisfied. After the Class B Condition ceases to be satisfied, for so long as the Secondary Class B Condition is satisfied, VoteCo Professionals will have certain approval rights (including, among others, certain amendments to our Certificate of Incorporation and the LP Agreement) and our board of directors will nominate individuals designated by VoteCo Professionals equal to one third of the board of directors. Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, subject to the terms of the Stockholders’ Agreement, the board of directors may designate a substitute nominee, in which event the proxy holders will vote for the election of such substitute nominee, or may reduce the number of directors on the board of directors. See “Certain Relationships and Related Person Transactions—PWP Related Party Transactions—Right of VoteCo Professionals and Stockholders Agreement” for additional information regarding the Stockholders Agreement. In determining that each director should be nominated for re-election, our board considered his or her service, business experience, prior directorships, qualifications, attributes and skills described in the biography set forth below under “Corporate Governance—Directors and Director Nominees.” The board of directors recommends that you vote “FOR” each of the director nominees in this Proposal 1.

  3. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  4. Directors and Director Nominees

    Directors and Director Nominees Below is a list of our directors and their respective ages and a brief account of the business experience of each of them.

  5. Directors and Director Nominees

    | Name | Age | Class | | Peter A. Weinberg | 66 | Class III | | Joseph R. Perella | 82 | Class I | | Robert K. Steel | 72 | Class II | | Dietrich Becker | 61 | Class III | | Andrew Bednar | 56 | Class II | | Jorma Ollila | 73 | Class II | | Jane C. Sherburne | 73 | Class III | | Elizabeth (Beth) Cogan Fascitelli | 65 | Class III | | Kristin W. Mugford | 55 | Class II |

  6. Class III Director Nominees for Election – Term Expiring 2027

    Class III Director Nominees for Election – Term Expiring 2027 The current term of the Class III directors will expire at the Annual Meeting. Our board of directors nominated each of Peter A. Weinberg, Dietrich Becker, Jane C. Sherburne and Elizabeth (Beth) Cogan Fascitelli for re-election at the Annual Meeting as a Class III director to hold office until the annual meeting of stockholders to be held in 2027 and until his or her successor is duly elected and qualified, or his or her earlier death, resignation, or removal. Below is a biography of each of the Class III directors standing for re-election at the Annual Meeting: Peter A. Weinberg is a Founding Partner of PWP, has served as our Chairman and a member of our board of directors since the closing of the Business Combination in June 2021, and served as our Chief Executive Officer from February 2019 to January 2023. Mr. Weinberg has over 35 years of investment banking experience. Prior to co-founding PWP in 2006, Mr. Weinberg was the Chief Executive Officer of Goldman Sachs International in London from 1999 to 2005 and served on the firm’s Management Committee and led the European Management Committee. At Goldman Sachs, where he began his career in 1988, Mr. Weinberg served as co-head of the Global Investment Banking Division, co-head of the Partnership Committee and he founded the Financial Sponsors Group. Mr. Weinberg earned a Bachelor of Arts from Claremont McKenna College and a Master’s in Business Administration from Harvard Business School. We believe that Mr. Weinberg is qualified to serve on our board of directors due to his extensive finance industry, investment banking and executive leadership experience. Dietrich Becker is a Founding Partner of PWP, has served as our President since January 2023, and has served as a member of our board of directors since the closing of the Business Combination in June 2021. He served as Co-President from March 2020 to January 2023. Mr. Becker has over 30 years of investment banking experience. In addition to his current role, Mr. Becker has served as Head of PWP’s Advisory business in Europe since 2017. Prior to joining PWP in 2006, Mr. Becker was Co-Head of the Global Industrial Group at Morgan Stanley. He began his investment banking career with Merrill Lynch in 1991. Mr. Becker earned a degree from Cologne University Law School and a Master’s in Business Administration from New York University Stern Graduate School of Business. We believe that Mr. Becker is qualified to serve on our board of directors due to his extensive finance industry, investment banking and executive leadership experience. Jane C. Sherburne has served as a member of our board of directors since the closing of the Business Combination in June 2021. Ms. Sherburne is Principal of Sherburne PLLC. Ms. Sherburne has over 30 years of legal experience, and served on PWP’s Advisory Committee from 2015 until PWP’s Advisory Committee disbanded on March 1, 2019. Over the past 14 years, Ms. Sherburne has served as General Counsel to several financial institutions, including BNY Mellon, Wachovia and Citi Global Consumer Group. From July 2001 to December 2006, Ms. Sherburne was Deputy General Counsel of Citigroup, Inc. Until July 2001, Ms. Sherburne was a litigation partner at the Washington DC law firm of Wilmer, Cutler & Pickering, having joined the firm in 1984. Ms. Sherburne interrupted her private practice from 1994 to 1997, she served as Special Counsel to the President in the Clinton White House. Ms. Sherburne serves as an independent director on the boards of HSBC USA, HSBC Bank USA, HSBC Finance Corporation and HSBC North America, all of which are indirect wholly-owned subsidiaries of HSBC Holdings plc, and on the board of Teledyne Technologies, Inc. Ms. Sherburne is Chair of the Board of the National Women’s Law Center, Chair of the Board of Negotiations Strategies Institute, a member of the Executive Committee of the Lawyers’ Committee for Civil Rights Under Law, a member of the Committee for Economic Development, and a member of the American Law Institute. Ms. Sherburne earned a Bachelor of Arts and Master of Social Work from the University of Minnesota and a Juris Doctor from Georgetown University Law Center. We believe that Ms. Sherburne is qualified to serve on our board of directors due to her extensive legal and governance experience. Elizabeth (Beth) Cogan Fascitelli has served as a member of our board of directors since May 24, 2022. Ms. Fascitelli worked for Goldman Sachs Group, Inc. from 1984 to 2020, most recently serving as a Partner and Managing Director and Chief Operating Officer of the Merchant Banking Division. Ms. Fascitelli is a director of Jaws Mustang Acquisition Corp. (NYSE: JWSM) and a former director of Carmike Cinemas, Cosmetics Plus Group, Globe Manufacturing, Neuromedical Systems, Whole Foods Market and Fortress Capital Acquisition. Ms. Fascitelli is a trustee of the nonprofit Partnership for Inner-City Education and Child Mind Institute and serves as a member of the Board of Trustees for Dartmouth College. Ms. Fascitelli earned a Bachelor of Arts from Dartmouth College and a Master’s in Business Administration from Harvard Business School. We believe that Ms. Fascitelli is qualified to serve on our board of directors due to her extensive financial industry and public company board experience.

  7. Class I and Class II Directors Continuing in Office

    Class I and Class II Directors Continuing in Office Andrew Bednar is a Founding Partner of PWP, has served as our Chief Executive Officer since January 2023, and has served as a member of our board of directors since the closing of the Business Combination in June 2021. Mr. Bednar served as our Co-President from March 2020 to January 2023. Mr. Bednar has over 25 years of investment banking experience. In addition to his current role, Mr. Bednar is a partner in PWP’s Advisory business where he served as Co-Head of PWP’s Advisory business in the U.S. until 2013. Mr. Bednar also serves as the Chief Executive Officer of the general partner of PWP Capital Holdings LP (together with its subsidiaries, "PWP Capital Holdings"), which holds the former asset management business of PWP OpCo. Prior to joining PWP in 2006, Mr. Bednar was Head of U.S. Mergers & Acquisitions at Bank of America and a member of the Investment Banking Executive Committee. Prior to that, he was a Managing Director at Goldman, Sachs & Co. He began his career at Cravath, Swaine & Moore LLP in 1994. Mr. Bednar earned a Bachelor of Science and a Master’s in Business Administration from Cornell University, and also received a Juris Doctor from Columbia University. We believe that Mr. Bednar is qualified to serve on our board of directors due to his extensive finance industry, investment banking and executive leadership experience. Robert K. Steel is a Partner of PWP and has served as our Vice Chairman and a member of our board of directors since the closing of the Business Combination in June 2021. Mr. Steel served as our Chief Executive Officer from 2014 until February 2019. Mr. Steel has over 40 years of experience. Prior to joining PWP, he was New York City’s Deputy Mayor for Economic Development from 2010 to 2013. In 2008, he was named president and Chief Executive Officer of Wachovia Corporation, where he oversaw the sale of the bank to Wells Fargo & Co. and served on the Wells Fargo board of directors until 2010. Prior to that, Mr. Steel was Under Secretary for Domestic Finance of the United States Treasury from 2006 to 2008. From 1976 to 2004, he worked at Goldman Sachs, rising to Head of the Global Equities Division, Vice Chairman of the firm and a member of its Management Committee. Mr. Steel is a member of the board of directors of General Dynamics (NYSE:GD), where he serves on the Compensation Committee, the Finance and Benefit Plans Committee and the Sustainability Committee. Mr. Steel previously served on the board of directors of USHG Acquisition Corp. (NYSE:HUGS). He earned a Bachelor of Arts from Duke University and a Master’s in Business Administration from the University of Chicago’s Booth School of Business. We believe that Mr. Steel is qualified to serve on our board of directors due to his extensive finance industry and financial regulatory experience. Jorma Ollila has served as a member of our board of directors since the closing of the Business Combination in June 2021. Mr. Ollila is the Former Chairman and CEO of Nokia. Mr. Ollila has more than 40 years of corporate experience. Prior to joining PWP’s board, from 1985 to 2012. Mr. Ollila served in various senior positions at Nokia, and served on our Advisory Committee from 2015 until our Advisory Committee disbanded on March 1, 2019. From 1999 to 2012, Mr. Ollila was Chairman of Nokia. Prior to that, Mr. Ollila served as President and CEO from 1992 to 2012, and was previously President of Nokia Mobile Phones and Senior Vice President, Finance. Mr. Ollila began his career at Citibank in 1978 and held various managerial positions within corporate banking in London and Helsinki. Mr. Ollila was the Chairman of Royal Dutch Shell from 2006 to 2015. Mr. Ollila earned a Master of Science in Political Science from the University of Helsinki, a Master of Science in Economics from London School of Economics and a Master of Science in Engineering Physics from Helsinki University of Technology. We believe that Mr. Ollila is qualified to serve on our board of directors due to his extensive business management and financial industry experience. Kristin W. Mugford has served as a member of our board of directors since May 24, 2022. Ms. Mugford currently serves as the Melvin Tukman Senior Lecturer of Business Administration in the Finance Unit at the Harvard Business School. Prior to joining academia, she spent nearly 20 years with Bain Capital Partners, LP, joining their private equity business in 1994, where she focused on the consumer and media industries. In 1998, she helped start Bain Capital Credit, LP (formerly known as Sankaty Advisors, LP), the credit affiliate of Bain Capital Partners, LP, where she was a senior member of the management and investment committee. Ms. Mugford began her career at the Walt Disney Company as a strategic planning analyst. Ms. Mugford is a member of the board of directors of Dollarama (TSE: DOL), where she is the Chair of the Human Resources and Compensation Committee and a member of the Audit Committee. Ms. Mugford earned a Bachelor of Arts with honors in economics from Harvard College and a Master’s in Business Administration from Harvard Business School as a Baker Scholar. We believe that Ms. Mugford is qualified to serve on our board of directors due to her extensive business consulting and finance industry experience. Joseph R. Perella is a Founding Partner of PWP and has served as our Chairman Emeritus and a member of our board of directors since the closing of the Business Combination in June 2021. Mr. Perella served as our Chief Executive Officer from 2006 until 2014. Mr. Perella has approximately 50 years of investment banking experience. Prior to co-founding PWP in 2006, Mr. Perella was a member of Morgan Stanley’s Management Committee (from 1993 until 2005) and held several senior positions at the firm, including Vice Chairman, Chairman of Institutional Securities and Investment Banking, and Worldwide Head of the Investment Banking Division. In 1988, Mr. Perella co-founded Wasserstein Perella & Co., Inc. and was Chairman of the Board until September 1993. From 1972 to 1988, Mr. Perella held senior positions at First Boston and was the founder of its Mergers & Acquisitions Group. Mr. Perella received a Bachelor of Science in Business Administration from Lehigh University and a Master’s in Business Administration from Harvard Business School. We believe that Mr. Perella is qualified to serve on our board of directors due to his extensive finance industry and business leadership experience, as well as his deep understanding of the Company's business.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  9. Director Compensation

    Director Compensation For 2023, our non-employee directors were entitled to the following compensation for their service on our board of directors (as applicable): (i) an annual base retainer in the amount of $180,000, 50% of which is paid in the form of restricted stock units (“RSUs”) and 50% of which is paid in cash; (ii) a one-time grant of RSUs with a value of $50,000 upon initial appointment to our board of directors vesting in three equal installments on or about each anniversary of the grant date; (iii) an annual cash retainer of $20,000 for the chair of the audit committee; and (iv) an annual cash retainer of $20,000 for the chair of the compensation committee. Except for the one-time grant of RSUs upon initial appointment to our board of directors, all other RSUs will be granted on or about the date of our general annual stockholder meeting and will vest on the date of the next general annual stockholder meeting.

  10. Director Compensation Table for 2023

    Director Compensation Table for 2023 The total 2023 compensation of our non-employee directors is shown in the following table. We do not separately compensate our affiliated directors for their service on our board of directors.

  11. Director Compensation Table for 2023

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Daniel G. Cohen(3) | $25,500 | $— | $25,500 | | Elizabeth (Beth) Cogan Fascitelli | $90,000 | $90,903 | $180,903 | | Kristin W. Mugford | $90,000 | $90,903 | $180,903 | | Jorma Ollila | $110,000 | $90,903 | $200,903 | | Ivan G. Seidenberg(3) | $25,125 | $— | $25,125 | | Jane C. Sherburne | $110,000 | $90,903 | $200,903 |

  12. Director Compensation Table for 2023

    (1)Amounts shown in this column reflect the cash annual base retainer fees and committee fees earned for 2023. (2)Amounts shown in this column represent the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the service-based RSUs granted to our non-employee directors. For a summary of the assumptions used in the valuation of these awards, please see Note 12—Equity-Based Compensation to the consolidated financial statements in our 2023 Form 10-K. As of December 31, 2023, Ms. Fascitelli and Ms. Mugford each held 16,178 outstanding RSUs while Mr. Ollila and Ms. Sherburne each held 12,389 outstanding RSUs. (3)Mr. Cohen and Mr. Seidenberg both resigned from the board of directors in April 2023.

  13. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 The following table summarizes the total compensation paid to or earned by each of our NEOs in the applicable year:

  14. Summary Compensation Table for 2023

    | Name and Principal Position | Year | Salary(1) | Cash Bonus(2) | Equity Bonus Awards(3) | Long-Term Incentive Awards(4) | All Other Compensation(5) | Total | | Peter A. Weinberg, Chairman | 2023 | $500,000 | $— | $1,115,312 | $10,246,838 | $10,500 | $11,872,650 | | | 2022 | $500,000 | $2,690,250 | $3,555,680 | $— | $10,500 | $6,756,430 | | Andrew Bednar, Chief Executive Officer | 2023 | $500,000 | $4,846,000 | $1,032,935 | $6,015,135 | $10,500 | $12,404,570 | | | 2022 | $500,000 | $2,527,750 | $2,807,505 | $— | $10,500 | $5,845,755 | | Dietrich Becker, President(6) | 2023 | $478,643 | $3,209,585 | $1,040,385 | $— | $17,550 | $4,746,163 | | | 2022 | $474,434 | $2,542,440 | $2,800,055 | $— | $18,977 | $5,835,906 |

  15. Summary Compensation Table for 2023

    (1)Amounts shown in this column reflect the annual base salary earned by each of our NEOs during the applicable calendar year. (2)Amounts shown in this column represent the cash bonuses paid to or earned by each of our NEOs in respect of performance during the applicable calendar year. In accordance with SEC rules, the entire cash portion of our annual incentive bonuses for each of 2023 and 2022 performance is reported in the “Cash Bonus” column of the Summary Compensation Table for the applicable year. Our annual incentive bonuses for 2023 and 2022 were paid partly in cash and partly in RSUs granted under the Perella Weinberg Partners 2021 Omnibus Incentive Plan (the “Incentive Plan”), as described in greater detail in the section entitled “—Executive Compensation Elements—Annual Incentive Bonuses” below. Mr. Weinberg did not participate in our annual incentive bonus program for 2023, as described in the same section below. (3)Amounts shown in this column represent the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the equity-based portion of our annual incentive bonuses (the "Equity Bonus Awards") granted to each of our NEOs for 2022 and 2021 performance. The Equity Bonus Awards for 2022 performance were granted in the first quarter of 2023 on the tenth trading day after our earnings release for the year ended December 31, 2022. The Equity Bonus Awards for 2021 performance were granted in the first quarter of 2022 on the tenth trading day after our earnings release for the year ended December 31, 2021. The amounts set forth in the "Equity Bonus Awards" column with respect to the Equity Bonus Awards granted to each of our NEOs for 2022 and 2021 performance are based on the closing price of PWP Class A common stock on the date of grant of $10.15 and $9.96 per share, respectively. The Equity Bonus Awards for 2023 performance were granted in the first quarter of 2024 on the fifth trading day after our earnings release for the year ended December 31, 2023, and in accordance with SEC rules, the grant date fair value of such awards will not be reported in the “Equity Bonus Awards” column of the Summary Compensation Table for 2023 but will instead be included in the “Equity Bonus Awards” column of the Summary Compensation Table for 2024. The Equity Bonus Awards are service-based RSUs that vest in equal installments over three years, subject generally to continued service on each vesting date. (4)The amount shown in this column for Mr. Weinberg represents the incremental compensation cost, calculated in accordance with FASB ASC Topic 718, recognized by the Company in connection with the modification of the long-term RSUs (the “Long-Term Incentive Awards”) previously granted to him in August 2021 in connection with the Business Combination. The amount shown in this column for Mr. Bednar represents the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the additional performance-based Long-Term Incentive Awards granted to him in 2023 in connection with his appointment as our Chief Executive Officer effective as of January 1, 2023. The Long-Term Incentive Awards (including the modification in August 2023 of Mr. Weinberg’s original grant and the additional grant in February 2023 to Mr. Bednar) are described in greater detail in the section entitled “—Executive Compensation Elements—Long-Term Incentive Awards” below. (5)Amounts shown in this column represent (i) for Messrs. Weinberg and Bednar, the employer safe harbor non-elective contributions made to them in respect of their participation in PWP’s 401(k) plan in the applicable calendar year and (ii) for Mr. Becker, the employer contributions made in respect of his participation in PWP’s defined contribution pension scheme in the U.K. in the applicable calendar year, each of which are described in more detail in the section entitled “—Executive Compensation Elements—Retirement Arrangements” below. (6)Amounts shown in this table for Mr. Becker, other than in the "Long-Term incentive Awards," "Equity Bonus Awards" and “Total Stock Awards” columns, have been converted from pounds sterling to U.S. dollars using the exchange rates of approximately $1.24 and $1.23 for 2023 and 2022, respectively.

  16. Outstanding Equity Awards at Fiscal Year End for 2023

    Outstanding Equity Awards at Fiscal Year End for 2023 The following table summarizes the outstanding equity-based awards held by each of our NEOs as of December 31, 2023:

  17. Outstanding Equity Awards at Fiscal Year End for 2023

    | | 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 (2) | | Peter A. Weinberg | 5,681,045(3) | $69,479,180 | | Andrew Bednar | 5,061,644(4) | 61,903,906 | | Dietrich Becker | 4,200,697(5) | 51,374,524 |

  18. Outstanding Equity Awards at Fiscal Year End for 2023

    (1)Represents, as of December 31, 2023, (i) performance-based Long-Term Incentive Awards held by each of our NEOs subject to the achievement of two types of vesting conditions, both of which must be satisfied for the awards to vest: (x) service-based vesting conditions that will be satisfied in two installments on the third and fifth anniversaries of the applicable grant date, subject to continued employment (with respect to the Original LTIP Grant for Messrs. Bednar and Becker, including continued service as co-presidents of PWP, or any equivalent or more senior executive officer roles with PWP, as mutually agreed by the parties, and with respect to the CEO Promotion LTIP Grant for Mr. Bednar, including continued service as CEO of PWP, or any equivalent or more senior executive officer roles with PWP, as mutually agreed by the parties) on each vesting date; provided that 50% of the amount earned based on achievement of the performance-based vesting conditions prior to the first vesting date will remain outstanding and will vest on the second vesting date, subject to continued employment through such date and (y) performance-based vesting conditions that will be satisfied upon the achievement of closing stock prices equal to $15, $20, $25 and $30 for 20 out of any 30 consecutive trading days prior to the fifth anniversary of the grant date, as measured on the last calendar day of each month, subject to linear interpolation between the applicable price points, (ii) service-based Long-Term Incentive Awards held by Mr. Weinberg subject to service-based vesting conditions that will be satisfied in three installments on the third, fourth and fifth anniversaries of the original August 31, 2021 grant date, subject to continued employment, (iii) service-based RSUs granted in respect of the equity-based portion of our annual incentive bonuses for 2022 and 2021 performance that are generally subject to a service-based vesting schedule over a three-year period following the date of grant, and (iv) VCUs and ACUs of PWP OpCo that are generally subject to a service-based vesting schedule over a three to five-year period following the closing of the Business Combination. The amounts shown include VCUs and ACUs granted to the NEOs as well as VCUs and ACUs accreted to the NEOs through the forfeitures of other partners' units. The vesting of granted VCUs and ACUs is recorded as equity-based compensation expense at PWP OpCo for accounting purposes. However, the vesting of VCUs and ACUs does not economically dilute PWP shareholders’ interests relative to the interests of other investors in PWP OpCo as the aggregate interests of those other investors does not change as a result of the grant or vesting of these awards. The amounts shown do not include OCUs, which are fully vested. (2)The market value of the service-based RSUs and service-based Long-Term Incentive Awards shown is based on the closing stock price per share of our Class A common stock on December 31, 2023 ($12.23). The market value of the performance-based Long-Term Incentive Awards is based on the number of shares of our Class A common stock that our NEOs would earn as a result of the performance-based Long-Term Incentive Awards assuming attainment of 100% of the performance-based vesting conditions during the performance period and the closing price of our Class A common stock on December 31, 2023. The market value of the VCUs and ACUs is also shown based on the closing price of our Class A common stock on December 31, 2023, as such units, once vested, are ultimately exchangeable into shares of our Class A common stock on a one-for-one basis, described in greater detail in the section entitled “—Executive Compensation Elements —Reorganization of Professional Partners” above. (3)Represents, as of December 31, 2023, (i) 347,880 service-based RSUs, (ii) 1,650,000 performance-based Long-Term Incentive Awards, (iii) 1,650,000 service-based Long-Term Incentive Awards and (iv) 2,033,165 VCUs and ACUs of PWP OpCo. (4)Represents, as of December 31, 2023, (i) 289,686 service-based RSUs, (ii) 3,350,000 performance-based Long-Term Incentive Awards and (iii) 1,421,958 VCUs and ACUs of PWP OpCo. (5)Represents, as of December 31, 2023, (i) 289,921 service-based RSUs, (ii) 2,350,000 performance-based Long-Term Incentive Awards and (iii) 1,560,776 VCUs and ACUs of PWP OpCo.

  19. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Performance-based Long-Term Incentive Awards held by each of our NEOs are subject to the achievement of service-based and performance-based vesting conditions, both of which must be satisfied for the awards to vest. Upon a termination of employment without cause or resignation for good reason, a pro-rata portion of the performance-based Long-Term Incentive Awards will be deemed to have satisfied the service-based vesting conditions, subject to a 50% floor, and, with respect to performance-based Long-Term Incentive Awards, will remain outstanding subject to the achievement of the performance-based vesting conditions. Upon a termination of employment due to death or disability, the same treatment will apply except that the performance-based Long-Term Incentive Awards will not be pro-rated. Upon a change in control, achievement of the performance-based vesting conditions will be measured as of the change in control date based on the greater of the change in control price, the highest closing stock price achieved for 20 out of any 30 consecutive trading days prior to the change in control date, and $15, at which point the awards will continue to vest subject to the satisfaction of the service-based vesting conditions. Upon a termination without cause or resignation for good reason within 24 months following a change in control, any remaining service-based vesting conditions will be deemed to be fully satisfied. For Messrs. Bednar and Becker with respect to the Original LTIP Grant, if the executive’s role as co-president (or any equivalent or more senior executive officer role, as mutually agreed by the parties), and for Mr. Bednar with respect to the CEO Promotion LTIP Grant, if his role as CEO (or any equivalent or more senior executive officer roles with PWP, as mutually agreed by the parties), is terminated by the Company without cause but the executive otherwise remains in continuous employment as a working Partner, the Long-Term Incentive Awards will remain outstanding subject to the achievement of the applicable service-based and performance-based vesting conditions based on the executive’s continued employment as a working Partner. For Messrs. Bednar and Becker with respect to the Original LTIP Grant, if the executive resigns as co-president (or any equivalent or more senior executive officer role, as mutually agreed by the parties), and for Mr. Bednar with respect to the CEO Promotion LTIP Grant, if he resigns as CEO (or any equivalent or more senior executive officer role, as mutually agreed by the parties), but otherwise remains in continuous employment as a working Partner, then only a pro-rata portion of the performance-based Long-Term Incentive Awards will remain outstanding and eligible to vest subject to the achievement of the applicable service-based and performance-based vesting conditions based on the executive’s continued employment as a working Partner. Service-based Long-Term Incentive Awards held by Mr. Weinberg generally vest in three equal installments on the third, fourth and fifth anniversaries of the original grant date. Upon a termination due to death or disability, any unvested service-based Long-Term Incentive Awards will immediately vest. Upon a termination without cause or resignation for good reason within 24 months following a change in control, any unvested service-based Long-Term Incentive Awards will immediately vest. Service-based RSUs held by our NEOs generally vest in equal installments on each of the first three anniversaries of the grant date. Upon a termination due to death or disability, any unvested service based RSUs will immediately vest. Upon a termination without cause or resignation for good reason, any unvested service based RSUs will remain outstanding and eligible to be delivered on the regular vesting dates, subject to continued compliance with the applicable restrictive covenants. For certain service-based RSUs, upon a qualifying retirement, which may occur upon resignation after having reached age 56 with at least five years of service (provided that total age plus years of service must equal at least 65 years of age), applicable unvested service-based RSUs will remain outstanding and eligible to be delivered on the regular vesting dates, subject to continued compliance with the applicable restrictive covenants. The NEOs waived these retirement provisions with regard to the service-based RSUs granted in 2022 and 2024. Upon a termination without cause or resignation for good reason within 24 months following a change in control, all unvested service-based RSUs will immediately vest. As of December 31, 2023, each class of partnership units of PWP OpCo held by our NEOs was subject to forfeiture provisions as a result of certain terminations of service or breaches of restrictive covenants (including violation of non-compete provisions). VCUs and ACUs of PWP OpCo were subject to an approximately three to five-year vesting period following the closing of the Business Combination. Upon a termination due to death or disability, all unvested VCUs and ACUs of PWP OpCo would immediately vest. Upon a termination without cause or for good reason, a pro-rata portion of each unvested tranche would immediately vest, subject to a 50% floor. Upon a termination without cause or for good reason within 24 months following a change in control, all unvested service-based VCUs and ACUs of PWP OpCo would immediately vest. As of December 31, 2023, all OCUs of PWP OpCo were fully-vested.