DEF 14A of Perella Weinberg Partners, Apr 8, 2025

DEF 14A of Perella Weinberg Partners

Filed Apr 8, 2025 · FY20240001777835-25-000081

Open on EDGAR

  1. 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 three Class I directors. Each of the Class I directors elected at the Annual Meeting will hold office until the 2028 Annual Meeting of Stockholders, and until his or her respective successor has been duly elected and qualified. To rebalance the size of each of the classes, the board of directors determined that (1) Andrew Bednar and Kristin W. Mugford should be reclassified from Class II (with a term expiring at the Company’s 2026 Annual Meeting of Stockholders) to Class I (standing for election at the Annual Meeting) and (2) Jane C. Sherburne should be reclassified from Class III (with a term expiring at the Company’s 2027 Annual Meeting of Stockholders) to Class II (standing for election at the 2026 Annual Meeting of Stockholders). In connection with their nominations, on April 4, 2025, each of Mr. Bednar and Ms. Mugford notified the board of directors of their intention to resign as Class II directors, contingent upon their election as Class I directors at the Annual Meeting. Mr. Bednar’s and Ms. Mugford’s decisions to resign as Class II directors were solely to facilitate their election as Class I directors at the Annual Meeting. Ms. Mugford, if elected as a Class I director, will continue to serve on the audit committee and compensation committee of the board of directors. In connection with Ms. Sherburne’s appointment as a Class II director, on April 4, 2025, Ms. Sherburne notified the board of directors of her intention to resign as a Class III director, contingent upon her appointment as a Class II director. On April 4, 2025, the board of directors appointed Ms. Sherburne as a Class II director, with a term expiring at the Company’s 2026 Annual Meeting. Ms. Sherburne will continue to serve on the audit committee and compensation committee of the board of directors. The board of directors has nominated Andrew Bednar, Kristin W. Mugford and Joseph R. Perella for election or re- election, as applicable, as Class I 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. Pursuant to our Stockholders Agreement with VoteCo Professionals, 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. Please refer to the section entitled “Certain Relationships and Related Person Transactions—Perella Weinberg 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. 7

  2. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  3. 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.

  4. Directors and Director Nominees

    | Name | Age | Class(1) | | Peter A. Weinberg | 67 | Class III | | Joseph R. Perella | 83 | Class I | | Robert K. Steel | 73 | Class II | | Dietrich Becker | 62 | Class III | | Andrew Bednar | 57 | Class I | | Jorma Ollila | 74 | Class II | | Jane C. Sherburne | 74 | Class II | | Elizabeth (Beth) Cogan Fascitelli | 66 | Class III | | Kristin W. Mugford | 56 | Class I |

  5. Directors and Director Nominees

    (1)Classes shown in the table above represent the classes for which each director is a member, or for which the director is nominated, as applicable and as described in Proposal 1.

  6. Class I Director Nominees for Election – Term Expiring 2028

    Class I Director Nominees for Election – Term Expiring 2028 The current term of the Class I directors will expire at the Annual Meeting. Our board of directors nominated each of Joseph R. Perella, Andrew Bednar and Kristin Mugford for election or re-election, as applicable, at the Annual Meeting as a Class I director to hold office until the annual meeting of stockholders to be held in 2028 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 I directors standing for re-election at the Annual Meeting: Joseph R. Perella has served as our Chairman Emeritus since June 2021. Mr. Perella is a Founding Partner of Perella Weinberg and served as our Chief Executive Officer from 2006 until 2014. Mr. Perella has over 50 years of investment banking experience. Prior to co-founding Perella Weinberg 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. Andrew Bednar is a Founding Partner of Perella Weinberg, has served as our Chief Executive Officer since January 2023, and has served as a member of our board of directors since 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 our Advisory business where he served as Co-Head of our 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 Perella Weinberg 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. 8 Kristin W. Mugford has served as a member of our board of directors since May 2022. Ms. Mugford is the Senior Associate Dean of Culture and Community and 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.

  7. Class II and Class III Directors Continuing in Office

    Class II and Class III Directors Continuing in Office Jorma Ollila has served as a member of our board of directors since June 2021. Prior to joining our board, Mr. Ollila served on our Advisory Committee from 2015 until our Advisory Committee disbanded on March 1, 2019. Mr. Ollila is the Former Chairman and CEO of Nokia and brings more than 40 years of corporate experience. From 1985 to 2012, Mr. Ollila served in various senior positions at Nokia. 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 the London School of Economics and a Master of Science in Engineering Physics from Helsinki University of Technology. He is Chairman of Miltton as of June 2016 and Chairman of Algorithmig Inc as of December 2021. He is a member of the board of directors of TBG as of January 2016, a member of the board of directors of The Finnish Innovative Fund Sitra as of April 2020, a member of the board of directors of Woodly Oy as of August 2022 and a member of the board of directors of Otava Oy as of March 2022. We believe that Mr. Ollila is qualified to serve on our board of directors due to his extensive business management and financial industry experience. Jane C. Sherburne has served as a member of our board of directors since June 2021. Ms. Sherburne is Principal of Sherburne PLLC. Ms. Sherburne has over 30 years of legal experience and served on Perella Weinberg's Advisory Committee from 2015 until our Advisory Committee disbanded on March 1, 2019. Over the past 19 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, when she served as Special Counsel to the President in the Clinton White House. Until October 2023, Ms. Sherburne served 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. She currently serves on the board of Teledyne Technologies, Inc. Ms. Sherburne chaired the Board of the National Women’s Law Center until July 2024. She is currently the Chair of the Board of the 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. Robert K. Steel has served as our Vice Chairman since June 2021. Mr. Steel is a Partner of Perella Weinberg and served as our Chief Executive Officer from 2014 until February 2019. Mr. Steel has more than 40 years of experience. Prior to joining Perella Weinberg, 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 the Head of the Global Equities Division, Vice Chairman of the firm and a member of its Management Committee. 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. Mr. Steel also serves on the board of directors for General Dynamics (NYSE:GD). We believe that Mr. Steel is qualified to serve on our board of directors due to his extensive finance industry and financial regulatory experience. 9 Peter A. Weinberg is a Founding Partner of Perella Weinberg, has served as our Chairman since June 2021, and served as our Chief Executive Officer from February 2019 to January 2023. Mr. Weinberg has over 40 years of investment banking experience. Prior to co-founding Perella Weinberg 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 Perella Weinberg, has served as our President since January 2023, and has served as a member of our board of directors since 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 Perella Weinberg’s Advisory business in Europe since 2017. Prior to joining Perella Weinberg 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. Elizabeth (Beth) Cogan Fascitelli has served as a member of our board of directors since May 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 trustee of Cold Spring Harbor Laboratory, a director of Jaws Mustang Acquisition Corp. (NYSE: JWSM), Rithm Acquisition Corp. (NYSE: RAC), Bridger Aerospace (BAER) and of Cure Huntington's Disease Initiative (CHDI) Foundation, as well as co-chair of Milwaukee Health Equity Initiative. Ms. Fascitelli has served on numerous public and private boards including a recent eight-year term as a Trustee of 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.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  9. Director Compensation

    Director Compensation For 2024, 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 $200,000, 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 are 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 2024

    Director Compensation Table for 2024 The total 2024 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 2024

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Elizabeth (Beth) Cogan Fascitelli | 100,000 | 98,681 | 198,681 | | Kristin W. Mugford | 100,000 | 98,681 | 198,681 | | Jorma Ollila | 120,000 | 98,681 | 218,681 | | Jane C. Sherburne | 120,000 | 98,681 | 218,681 |

  12. Director Compensation Table for 2024

    (1)Amounts shown in this column reflect the cash annual base retainer fees and committee chair fees earned for 2024. (2)Amounts shown in this column represent the grant date fair value, calculated in accordance with the Financial Accounting Standards Board's (FASB) Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("ASC 718"), of the service-based RSUs granted on or about the date of our 2024 general annual stockholder meeting to our non-employee directors. For a summary of the assumptions used in the valuation of these awards, please see Note 11—Equity-Based Compensation to the consolidated financial statements in our 2024 Form 10-K. As of December 31, 2024, Ms. Fascitelli and Ms. Mugford each held 8,875 outstanding RSUs while Mr. Ollila and Ms. Sherburne each held 6,383 outstanding RSUs. 16

  13. Process For Determining Executive Compensation

    Process For Determining Executive Compensation Role of the Compensation Committee. Our board of directors has delegated authority to our compensation committee (the “Compensation Committee”) to review our executive compensation program and determine and approve the compensation of our NEOs. Role of Management. Our Compensation Committee considers information and analyses provided by management when determining the annual compensation of our NEOs. Specifically, our Chief Executive Officer reviews annually the performance of each of our NEOs (other than himself) and discusses the performance assessments with our Compensation Committee. Our Compensation Committee assesses the performance of our Chief Executive Officer. Our Chief Executive Officer makes recommendations to our Compensation Committee regarding our executive officer compensation program, including decisions affecting base salaries, annual incentive bonuses and long-term incentive awards and other benefits, which our Compensation Committee takes into account when setting the compensation for all of our NEOs. Our Compensation Committee retains the final authority to make all compensation decisions for our NEOs, including our Chief Executive Officer. 17 Role of the Compensation Consultant. Our Compensation Committee engaged a compensation consultant, Exequity LLP (“Exequity”), to advise us on our compensation programs and policies and the competitive landscape for our NEOs for 2024. Exequity advises our Compensation Committee on the principal elements of our executive compensation program and provides market information and analysis regarding the competitiveness of our executive compensation program. Our Compensation Committee made use of the information and analysis provided by Exequity when establishing the compensation of our NEOs for 2024. Our Compensation Committee has determined that Exequity is independent from us and that the work performed by Exequity did not raise any conflicts of interest. Compensation Review Process. To assist our Compensation Committee during its annual review of the competitiveness of compensation levels and the appropriate mix of compensation elements to our NEOs, Exequity prepared comparative market data on compensation practices and programs as well as guidance on industry best practices. Our Compensation Committee, with guidance from Exequity and input from our senior management team, determines the composition of our peer group and reevaluates this group on an annual basis. Our Compensation Committee determined that our peer group for determining the compensation of our NEOs in 2024 in connection with our annual compensation review would consist of five comparable organizations, which operate in comparable industry segments, are similar in size and scope, and are competitors for the same talent. The most relevant publicly-held competitors considered within the independent investment bank data that we reviewed and considered to obtain an understanding of current compensation practices for 2024 included: Evercore Inc. Houlihan Lokey, Inc. Lazard, Inc. Moelis & Company PJT Partners Inc.

  14. Executive Compensation Elements

    Executive Compensation Elements Compensation provided to our NEOs generally consists of base salary, discretionary annual incentive bonuses, which includes a cash bonus and grant of restricted stock units ("RSUs"), and other benefits, each of which is described in more detail below.

  15. Annual Incentive Bonuses

    Annual Incentive Bonuses The annual incentive bonuses payable to our NEOs in respect of the applicable year are discretionary in amount and are based on a performance evaluation conducted by our Compensation Committee in consultation with our Chief Executive Officer. The evaluation includes analyses of both overall Company performance and the performance of the individual NEOs and their contributions to Perella Weinberg. We did not guarantee cash bonuses to any of our NEOs in 2024. 18 Consistent with our long-term focus, our overall Company performance is reviewed through a multi-year lens with consideration given to our business mix. With respect to individual performance and contributions to Perella Weinberg, the factors considered for our NEOs included commercial contribution, leadership and executive management, and, with respect to Ms. Gottschalk, effective management of corporate finance. Following a review of all applicable factors, our Compensation Committee approved the annual incentive bonuses for our NEOs, the cash portion of which is set forth in the below table.

  16. Annual Incentive Bonuses

    | Named Executive Officer | 2024 Annual Incentive Cash Bonus ($) | | Peter A. Weinberg | 1,500,000 | | Andrew Bednar | 22,895,500 | | Dietrich Becker(1) | 4,769,796 | | Alexandra Gottschalk | 1,217,500 |

  17. Annual Incentive Bonuses

    (1)As converted from pounds sterling to U.S. dollars using the exchange rate of approximately $1.28 for 2024. For 2024, the annual incentive bonuses were payable partly in cash and partly in RSUs granted under the Perella Weinberg Partners 2021 Omnibus Incentive Plan (the “Incentive Plan”), except for Mr. Weinberg's annual incentive bonus for 2024, which was paid entirely in cash. The cash portion of the 2024 annual incentive bonuses for our NEOs was paid in February 2025. A portion of the annual incentive bonus paid to Mr. Bednar for 2024 ($7,000,000) is subject to a repayment agreement, with retention terms that are generally consistent with the forfeiture provisions of the equity-based portion of the annual incentive bonuses described below. The equity-based portion of the 2024 annual incentive bonuses was granted in the form of RSUs in the first quarter of 2025 on the fifth trading day after our earnings release for the year ended December 31, 2024, and is generally subject to a service-based vesting schedule over a three-year period following the date of grant. In accordance with SEC rules, these RSUs will not be reported in the “Equity Bonus Awards” column of the "Summary Compensation Table" disclosed below in the section entitled "Compensation Tables—Summary Compensation Table" for 2024, but will instead be included in such column in our next year's proxy statement disclosing our 2025 NEO compensation. 19

  18. Alternative Presentation of Annual Compensation

    Alternative Presentation of Annual Compensation The following table is presented to show how our Compensation Committee viewed total annual compensation for 2024, 2023 and 2022 for each of our NEOs and includes base salary as well as year-end cash and equity incentive awards. This table differs from the “Summary Compensation Table” disclosed below in the section entitled "Compensation Tables—Summary Compensation Table" and is not a substitute for that table. Unlike the “Summary Compensation Table,” which reflects the grant date fair value of equity awards granted during the applicable calendar year (whether or not such equity 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 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), which dollar amounts may differ from the grant date fair values of such RSUs as computed in accordance with ASC 718. The following table does not reflect the performance-based long-term incentive awards granted (or any modifications thereto) in prior years, as described in greater detail in the section below entitled "—Long- Term Incentive Awards and Other Performance-Based Awards." The table also does not reflect the incremental compensation cost recognized by Perella Weinberg in 2024 in connection with the Vesting Acceleration of the VCUs and ACUs (as described in greater detail in the section below entitled "—Reorganization of Professional Partners and Vesting of VCUs and ACUs") in the second quarter of 2024. Neither of these equity awards (nor their respective modifications) are viewed by the Compensation Committee as regular annual compensation for our NEOs.

  19. Alternative Presentation of Annual Compensation

    | Name and Principal Position | Year | Salary ($) | Annual Incentive(1) | | Total ($) | | | | | Cash ($) | RSUs(2) ($) | | | Peter A. Weinberg | 2024 | 500,000 | 1,500,000 | — | 2,000,000 | | Chairman | 2023 | 500,000 | — | — | 500,000 | | | 2022 | 500,000 | 2,690,250 | 1,184,750 | 4,375,000 | | Andrew Bednar(3) | 2024 | 500,000 | 22,895,500 | 3,604,500 | 27,000,000 | | Chief Executive Officer | 2023 | 500,000 | 4,846,000 | 2,904,000 | 8,250,000 | | | 2022 | 500,000 | 2,527,750 | 1,097,250 | 4,125,000 | | Dietrich Becker(4) | 2024 | 491,915 | 4,769,796 | 3,490,534 | 8,752,245 | | President | 2023 | 478,643 | 3,209,585 | 1,813,056 | 5,501,284 | | | 2022 | 474,434 | 2,542,440 | 1,105,160 | 4,122,034 | | Alexandra Gottschalk(5) | 2024 | 500,000 | 1,217,500 | 382,500 | 2,100,000 | | Chief Financial Officer | | | | | |

  20. Alternative Presentation of Annual Compensation

    (1)Our annual incentive bonuses for 2024, 2023 and 2022 were paid partly in cash and partly in service-based RSUs, except for Mr. Weinberg, whose annual incentive bonus for 2024 was paid entirely in cash. Mr. Weinberg did not participate in our annual incentive bonus program for 2023. The RSUs vest in equal installments over three years, subject generally to continued service on each vesting date. (2)The dollar amounts of the RSUs included in this column may differ from the grant date fair values of such awards as computed in accordance with ASC 718 and reported in the "Summary Compensation Table" disclosed below in the section entitled "Compensation Tables—Summary Compensation Table". This table reflects the portion of each NEO’s total compensation in respect of the related year’s performance to be awarded in the form of RSUs. The actual number of RSUs granted is then determined based on the average closing price of our Class A common stock over the five trading days (for the 2024 and 2023 performance years) or the ten trading days (for the 2022 performance year) immediately following our year-end earnings announcement. For purposes of the “Summary Compensation Table,” in accordance with SEC rules, the dollar value of the RSUs granted is presented at the grant date fair value calculated in accordance with ASC 718, which is based on the closing price of our Class A common stock on the date of grant for these awards. The grant date fair value of the RSUs granted in February 2025 in respect of 2024 performance will, in accordance with SEC rules, be reflected as Equity Bonus Awards for 2025 in next year's "Summary Compensation Table" and "Grants of Plan-Based Awards" table. (3)A portion of the annual incentive bonus paid to Mr. Bednar in February 2025 ($7,000,000) is subject to a repayment agreement, with retention terms that are generally consistent with the forfeiture provisions in our service-based RSUs. (4)Mr. Becker is paid in GBP. U.S. dollar values are shown with a conversion rate of $1.28, $1.24 and $1.23 for 2024, 2023 and 2022, respectively, throughout the "Compensation Discussion & Analysis" and "Compensation Tables" sections. (5)Ms. Gottschalk was appointed Chief Financial Officer of the company on January 1, 2024 and was not an NEO previously. 20

  21. Long-Term Incentive Awards and Other Performance-Based Awards

    Long-Term Incentive Awards and Other Performance-Based Awards In connection with the closing of the reorganization transaction that resulted in our becoming a publicly traded company on June 24, 2021 (the "Business Combination") and in respect of their ongoing participation in the leadership and management of Perella Weinberg following the closing of the Business Combination, Messrs. Weinberg, Bednar and Becker, as well as some other partners, received grants in the aggregate amount of 9.5 million performance-based long- term incentive awards ("LTIPs") in August 2021 (the “Original LTIP Grant”). Mr. Bednar received an additional grant in the aggregate amount of one million performance-based LTIPs in February 2023 in connection with his appointment as Chief Executive Officer (the “CEO Promotion LTIP Grant”). The performance-based LTIPs are subject to the achievement of two types of vesting conditions, both of which must be satisfied for the awards to vest: (i) service-based vesting conditions that will be satisfied in two installments on the third and fifth anniversaries of the 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 Perella Weinberg or any equivalent or more senior executive officer roles with Perella Weinberg, and with respect to the CEO Promotion LTIP Grant for Mr. Bednar, including continued service as Chief Executive Officer of Perella Weinberg or any equivalent or more senior executive officer roles with Perella Weinberg) 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 (ii) 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. Subject to such linear interpolation, the performance-based vesting conditions for the Original LTIP Grant will be deemed to be satisfied with respect to 30% of the award at the $15 closing stock price, 65% of the award at the $20 closing stock price, 82.5% of the award at the $25 closing stock price, and 100% of the award at the $30 closing stock price. The performance-based vesting conditions for the CEO Promotion LTIP Grant will be deemed to be satisfied with respect to 50% of the award at the $15 closing stock price, 80% of the award at the $20 closing stock price, 95% of the award at the $25 closing stock price, and 100% of the award at the $30 closing stock price, also subject to linear interpolation. Once any closing stock price is achieved, such closing stock price will be deemed to be irrevocably satisfied even if the price per share declines thereafter. In connection with the closing of the Business Combination, Ms. Gottschalk received grants of restricted stock units in the form of (x) time-based RSUs that vested ratably on each of the first three anniversaries following the grant date and (y) performance-based RSUs (“PSUs”) that vest based on the achievement of (i) service-based vesting conditions that are satisfied in five equal installments on the 36, 42, 48, 54 and 60 month anniversaries of the grant date and (ii) performance- based vesting conditions that are satisfied upon the achievement of closing stock price hurdles for 20 out of any 30 consecutive trading days equal to $12, $13.50, $15 and $17, in each case prior to the sixth anniversary of the grant date. In August 2023, in connection with Mr. Weinberg’s transition from Chief Executive Officer to Chairman, our Compensation Committee approved a modification of the award of 3,300,000 performance-based LTIPs previously granted to Mr. Weinberg in August 2021 as part of the Original LTIP Grant. The modification was intended to further align the interests of our Chairman with long-term shareholder value creation and place less emphasis on prospective annual compensation. As modified, 1,650,000 of these LTIPs will vest solely based on the achievement of service-based vesting conditions that are satisfied in three equal installments on the third, fourth and fifth anniversaries of the original grant date. The remaining 1,650,000 LTIPs are subject to the original service-based and performance-based vesting conditions of the Original LTIP Grant, as described above.

  22. Performance-Based Awards Vesting in 2024

    Performance-Based Awards Vesting in 2024 For Messrs. Weinberg, Bednar and Becker, following the achievement of the first service-based vesting condition with respect to their performance-based LTIPs on August 31, 2024 and the satisfaction through December 31, 2024 of the performance-based vesting conditions at a closing stock price equal to at least $24.99, the number of their performance- based LTIPs that vested in 2024 is set forth in the table below. 21 For Ms. Gottschalk, upon the achievement of the first service-based vesting condition with respect to her PSUs on August 31, 2024 and the satisfaction through that date of the performance-based vesting conditions at a closing stock price equal to at least $17.00, the number of her PSUs that vested in 2024 is set forth in the table below. We refer to the performance-based LTIPs (exclusive of Mr. Weinberg's modified solely service-based LTIPs) and the PSUs collectively as performance-based awards.

  23. Executive Employment Agreements

    Executive Employment Agreements We entered into employment agreements with each of Messrs. Weinberg, Bednar and Becker, pursuant to which they each continue to serve as our executive officers. The employment agreements were approved by our Compensation Committee and amended and restated effective as of January 1, 2023 to reflect the changes in position of our NEOs when Mr. Bednar was appointed as our Chief Executive Officer. The employment agreements provide that each of Messrs. Weinberg, Bednar and Becker will receive an annual base salary subject to annual review by our Compensation Committee, will be eligible to receive a discretionary annual performance bonus, and will be eligible to receive discretionary annual equity awards pursuant to the Incentive Plan. The employment agreements also provide for certain grants of equity awards pursuant to the Incentive Plan in the form of performance-based LTIPs, as described above in the section entitled “—Long-Term Incentive Awards and Other Performance-Based Awards.” Each employment agreement incorporates by reference the restrictive covenants applicable to the NEO, including the restrictive covenants set forth in the Second Amended and Restated Agreement of Limited Partnership of PWP OpCo, as described below in “—Reorganization of Professional Partners and Vesting of VCUs and ACUs.”

  24. Reorganization of Professional Partners and Vesting of VCUs and ACUs

    Reorganization of Professional Partners and Vesting of VCUs and ACUs Prior to December 31, 2023, PWP Professional Partners LP ("Professional Partners") was an aggregator partnership through which certain limited partners, including our NEOs, held indirect interests in PWP OpCo, the entity through which the Company held its advisory business. These limited partners, including our NEOs, held direct interests in Professional Partners in the form of a combination of original capital units (“OCUs”), which were fully vested at all times, and value capital units (“VCUs”) and alignment capital units (“ACUs”), which were subject to an approximately three- to five-year vesting period from the closing of the Business Combination. 22 On December 31, 2023, as part of an internal reorganization, Professional Partners was divided into three partnerships pursuant to a plan of division (the “Division”), which, among other things, provided that (i) all of its limited partnership interests in PWP OpCo were allocated to one of the divided partnerships, PWP AdCo Professionals LP (“AdCo Professionals”) and (ii) all of its shares of Class B-1 common stock of the Company were allocated to another divided partnership, VoteCo Professionals. On April 1, 2024, as part of this internal reorganization, AdCo Professionals merged with and into PWP OpCo (the “Merger”). At the time of the Merger, the OCUs, VCUs, and ACUs of AdCo Professionals were converted into an equivalent number of newly created OCUs, VCUs and ACUs of PWP OpCo. At the time of the Merger, the Company entered into vesting acceleration agreements with certain holders of VCUs and ACUs of AdCo Professionals and VoteCo Professionals (the “Accelerated Units”) to accelerate vesting of the Accelerated Units during the second quarter of 2024 (the “Vesting Acceleration”). Upon vesting, a portion of the ACUs were converted into cash in an aggregate amount up to the ACU holders' estimated tax liability and cancelled. The VCUs and remaining ACUs of PWP OpCo were automatically converted into OCUs of PWP OpCo. The Accelerated Units generally are subject to a lock-up period that is identical to the lock-up period applicable to such units prior to the Vesting Acceleration. For additional details about the Vesting Acceleration, please refer to the section below entitled “Certain Relationships and Related Person Transactions—Perella Weinberg Related Party Transactions—Acceleration of ACUs and VCUs." The VCUs and ACUs of PWP OpCo were recorded as equity-based compensation expense at PWP OpCo for accounting purposes. However, the vesting of the VCUs and ACUs did not economically dilute Perella Weinberg 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. PWP OpCo units are, depending on the holder, subject to forfeiture provisions as a result of certain terminations or breaches of restrictive covenants. If any such units are forfeited, such forfeited units will accrete to all limited partners of PWP OpCo (other than the Company). Subject to applicable law and the terms of the PWP OpCo limited partnership agreement, the general partner of PWP OpCo will cause distributions to be made to the limited partners pro-rata in accordance with such limited partners’ respective ownership of each class of PWP OpCo units. Subject to the redemption procedures and restrictions set forth in the PWP OpCo limited partnership agreement, PWP OpCo also provides for certain rights for limited partners holding OCUs, including OCUs received in respect of the vesting of VCUs and/or ACUs, to exchange such OCUs for (i) shares of our Class A common stock on a one-for-one basis (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or (ii) cash, with the form of consideration determined by the Company. Subject to certain exceptions, PWP OpCo units held by working partners are generally subject to a lock-up of approximately three to five years from the closing of the Business Combination, which may be reinstated or extended for a period of 12 months following such working partner’s resignation without good reason. For Mr. Perella and certain other working partners who are retirement-eligible, PWP OpCo units are generally subject to a lock-up of approximately one to five years from the closing of the Business Combination and are not subject to reinstatement or extension of such lock-up following their resignation. No lock-up period for any limited partner is expected to extend beyond the five-year anniversary of the closing of the Business Combination. The lock-up generally restricts the sale, pledge, grant of any option, short sale or other disposition of any PWP OpCo units, and the entrance into any hedging, swap or other agreement or transaction related to such partnership units. The Company may waive the lock-up period for any limited partner with respect to all or a portion the applicable partnership units with no obligation to do so for any other limited partner, and the lock-ups may be waived for certain pre-determined circumstances, such as death, disability and certain tax liabilities, and certain contractual obligations to limited partners pursuant to offer letters that provide for certain unrestricted equity awards. 23 Certain limited partners, including our NEOs, are subject to certain restrictive covenants set forth in the PWP OpCo limited partnership agreement, including perpetual confidentiality obligations, 180-day post-termination client and customer non-solicitation restrictions following a termination for cause or any resignation without good reason, post- termination investor non-solicitation restrictions following a termination for cause or any resignation without good reason for (x) 180 days with respect to any limited partner of PWP Capital Holdings or PWP OpCo, and their respective subsidiaries and successors and assigns or (y) one year with respect to any limited partner, investor, prospective limited partner or investor of investment funds sponsored by a PWP Entity (as defined in the PWP OpCo limited partnership agreement), one-year post-termination employee non-solicitation restrictions following any termination, and perpetual non- disparagement obligations. In addition, in the event that a limited partner resigns without good reason and competes with the PWP Entities within a year following the termination, or breaches any other applicable written covenant between any PWP Entity and such limited partner, then any partnership units in PWP OpCo held by such limited partner will be forfeited on the date of such breach.

  25. Summary Compensation Table

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

  26. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Cash Bonus(2) ($) | Equity Bonus Awards(3) ($) | Long-Term Incentive Awards(4) ($) | Aggregate Incremental Accounting Expense(5) ($) | All Other Compensation(6) ($) | Total ($) | | Peter A. Weinberg Chairman | 2024 | 500,000 | 1,500,000 | — | — | 1,626,823 | 10,500 | 3,637,323 | | | 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 | 2024 | 500,000 | 22,895,500 | 2,999,629 | — | 975,555 | 10,500 | 27,381,184 | | | 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(7) | 2024 | 491,915 | 4,769,796 | 1,872,760 | — | — | 19,677 | 7,154,148 | | | 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 | | Alexandra Gottschalk Chief Financial Officer | 2024 | 500,000 | 1,217,500 | 177,675 | — | 95,416 | 10,500 | 2,001,091 |

  27. Summary Compensation Table

    (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 2024, 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 2024, 2023 and 2022 were paid partly in cash and partly in service-based RSUs granted under the Incentive Plan, except for Mr. Weinberg, whose annual incentive bonus for 2024 was paid entirely in cash, as described in greater detail in the section above entitled “Compensation Discussion & Analysis—Executive Compensation Elements—Annual Incentive Bonuses." Mr. Weinberg did not participate in our annual incentive bonus program for 2023. A portion of the annual incentive bonus paid to Mr. Bednar in February 2025 ($7,000,000) is subject to a repayment agreement, with retention terms that are generally consistent with the forfeiture provisions in our service-based RSUs. (3)Amounts shown in this column represent the grant date fair value, calculated in accordance with ASC 718, of the equity-based portion of our annual incentive bonuses (the “Equity Bonus Awards”) granted to each of our NEOs for 2023, 2022 and 2021 performance. The Equity Bonus Awards for 2023 performance were granted to each of our NEOs (other than Mr. Weinberg) in the first quarter of 2024 on the fifth trading day after our earnings release for the year ended December 31, 2023. The Equity Bonus Awards for 2022 performance were granted to each of our NEOs 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 to each of our NEOs 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 2023, 2022 and 2021 performance are based on the closing price of our Class A common stock on the date of grant of $13.30, $10.15 and $9.96 per share, respectively. The Equity Bonus Awards for 2024 performance were granted to each of our NEOs (other than Mr. Weinberg) in the first quarter of 2025 on the fifth trading day after our earnings release for the year ended December 31, 2024. In accordance with SEC rules, the grant date fair value of such awards are not reported in the “Equity Bonus Awards” column of the Summary Compensation Table above for 2024 but will instead be included in the “Equity Bonus Awards” column of the Summary Compensation Table for 2025. The Equity Bonus Awards for 2024 performance were granted to Messrs. Bednar and Becker and Ms. Gottschalk with grant date fair values in the amounts of $3,636,553, $3,521,574 and $385,903, respectively. Mr. Weinberg's annual incentive bonus for 2024 performance did not include an equity component. The Equity Bonus Awards are service-based RSUs that generally 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 ASC 718, recognized by the Company in connection with the modification in 2023 of the performance-based LTIPs previously granted to him in August 2021 as part of the Original LTIP Grant 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 ASC 718, of the additional performance-based LTIPs granted to him in 2023 in connection with his appointment as CEO effective as of January 1, 2023. These performance-based LTIPs (including the modification of Mr. Weinberg’s original grant) are described in greater detail in the section above entitled “Compensation Discussion & Analysis—Executive Compensation Elements—Long-Term Incentive Awards and Other Performance-Based Awards." (5)As a result of the Merger and Vesting Acceleration, in accordance with ASC 718, certain VCUs and ACUs (including those of Messrs. Weinberg and Bednar and Ms. Gottschalk) were modified from equity-classified to liability-classified awards, which caused changes in fair value to be recorded as incremental equity-based compensation expense through the date of vesting. Mr. Becker's VCUs and ACUs were not required to be modified under ASC 718. Amounts shown in this column represent the incremental compensation expense, calculated in accordance with ASC 718, recognized by the Company in 2024 in connection with the Vesting Acceleration in the second quarter of 2024. For more detailed information regarding the Vesting Acceleration, please refer to the section below entitled “Certain Relationships and Related Person Transactions—Perella Weinberg Related Party Transactions—Acceleration of ACUs and VCUs.” (6)Amounts shown in this column represent (i) for Messrs. Weinberg and Bednar and Ms. Gottschalk, the employer safe harbor non-elective contributions made to them in respect of their participation in the Company’s 401(k) plan in the applicable calendar year and (ii) for Mr. Becker, the employer contributions made in respect of his participation in the Company’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 above entitled “Compensation Discussion & Analysis— Executive Compensation Elements—Retirement Arrangements.” 26 (7)Amounts shown in this table for Mr. Becker, other than in the “Equity Bonus Awards” column, have been converted from pounds sterling to U.S. dollars using the exchange rates of approximately $1.28, $1.24 and $1.23 for 2024, 2023 and 2022, respectively.

  28. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table sets forth the equity-based awards (all of which are "plan-based" awards) granted to our NEOs in 2024:

  29. Grants of Plan-Based Awards in Fiscal Year 2024

    | Named Executive Officer | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units(1) | Grant Date Fair Value of Stock Awards(2)(3) ($) | | Peter A. Weinberg | 5/6/2024 | — | 1,626,823 | | Andrew Bednar | 5/6/2024 | — | 975,555 | | | 2/15/2024 | 225,536 | 2,999,629 | | Dietrich Becker | 2/15/2024 | 140,809 | 1,872,760 | | Alexandra Gottschalk | 5/6/2024 | — | 95,416 | | | 2/15/2024 | 13,359 | 177,675 |

  30. Grants of Plan-Based Awards in Fiscal Year 2024

    (1)Represents service-based RSUs granted in 2024 in respect of the equity-based portion of our annual incentive bonuses for 2023 performance that are generally subject to a service-based vesting schedule over a three-year period following the date of grant. (2)With regard to the May 6, 2024 grant date, amounts represent the incremental compensation expense, calculated in accordance with ASC 718, recognized by the Company in connection with the Vesting Acceleration in the second quarter of 2024. As a result of the Merger and Vesting Acceleration, certain VCUs and ACUs were modified from equity-classified to liability-classified awards with changes in fair value generally recorded as incremental equity-based compensation expense through the date of vesting. For additional information regarding the Vesting Acceleration, please refer to the section below entitled “Certain Relationships and Related Person Transactions—Perella Weinberg Related Party Transactions—Acceleration of ACUs and VCUs.” (3)With regard to the February 15, 2024 grant of service-based RSUs, the grant date fair values were computed in accordance with ASC 718.

  31. Outstanding Equity Awards at Fiscal Year End for 2024

    Outstanding Equity Awards at Fiscal Year End for 2024 The following table summarizes the outstanding equity-based awards held by each of our NEOs as of December 31, 2024:

  32. Outstanding Equity Awards at Fiscal Year End for 2024

    | | Stock Awards | | | Named Executive Officer | 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 | 2,259,321(3) | 53,862,213 | | Andrew Bednar | 2,765,268(4) | 65,923,989 | | Dietrich Becker | 1,683,889(5) | 40,143,914 | | Alexandra Gottschalk | 45,942(6) | 1,095,257 |

  33. Outstanding Equity Awards at Fiscal Year End for 2024

    (1)Represents, as of December 31, 2024: (i) performance-based LTIPs held by each of Messrs. Weinberg, Bednar and Becker 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 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) PSUs held by Ms. Gottschalk 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 are satisfied in five equal installments on the 36, 42, 48, 54 and 60 month anniversaries of the grant date and (y) performance-based vesting conditions that are satisfied upon the achievement of closing stock price hurdles for 20 out of any 30 consecutive trading days equal to $12, $13.50, $15 and $17, in each case prior to the sixth anniversary of the grant date; (iii) service-based LTIPs held by Mr. Weinberg that vest in three installments on the third, fourth and fifth anniversaries of the original August 31, 2021 grant date, subject to continued employment; and (iv) service-based RSUs granted in respect of the equity-based portion of our annual incentive bonuses for 2023, 2022 and 2021 performance that are generally subject to a service-based vesting schedule over a three-year period following the date of grant. The amounts shown do not include OCUs, VCUs and ACUs, which were fully vested prior to December 31, 2024. (2)The market value of the service-based LTIPs and service-based RSUs is based on the closing price of our Class A common stock on December 31, 2024, which was $23.84. The market value of the performance-based LTIPs and PSUs is based on the number of shares of our Class A common stock that our NEOs would earn as a result of the LTIPs and PSUs 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, 2024. As of December 31, 2024, all of the unvested PSUs have attained 100% of their performance-based vesting conditions. 27 (3)Represents, as of December 31, 2024, (i) 189,657 service-based RSUs, (ii) 969,664 performance-based LTIPs and (iii) 1,100,000 service- based LTIPs. (4)Represents, as of December 31, 2024, (i) 384,232 service-based RSUs and (ii) 2,381,036 performance-based LTIPs. (5)Represents, as of December 31, 2024, (i) 302,853 service-based RSUs and (ii) 1,381,036 performance-based LTIPs. (6)Represents, as of December 31, 2024, (i) 29,942 service-based RSUs and (ii) 16,000 PSUs.

  34. Stock Vested in 2024

    Stock Vested in 2024 The following table provides information about the vesting of stock awards during 2024. For purposes of this section, stock awards includes ACUs and VCUs, which were granted at the time of the Business Combination and have fully vested. Because we do not grant option awards to our NEOs, we have not included columns pertaining to option awards in the Stock Vested in 2024 table.

  35. Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) ($) | | Peter A. Weinberg | 3,420,025(2) | 55,507,483 | | Andrew Bednar | 2,523,172(3) | 41,830,302 | | Dietrich Becker | 2,658,651(4) | 43,706,028 | | Alexandra Gottschalk | 117,912(5) | 1,691,446 |

  36. Stock Vested in 2024

    (1)For RSUs, amounts realized upon vesting were calculated by multiplying the gross number of shares of our Class A common stock received upon vesting of the applicable RSUs (without netting any shares surrendered to pay taxes) by our closing stock price on the vesting date. For VCUs and ACUs, amounts realized upon vesting were calculated by multiplying the gross number of OCUs received upon vesting of the applicable VCUs and ACUs (without netting any shares surrendered to pay taxes) by the volume weighted average price of our Class A common stock on the trading day prior to the vesting date. Once vested, these VCUs and ACUs are ultimately exchangeable into shares of our Class A common stock on a one-for-one basis, described in greater detail in the section above entitled “Compensation Discussion & Analysis —Executive Compensation Elements—Reorganization of Professional Partners and Vesting of VCUs and ACUs.” (2)Includes (i) 154,328 service-based RSUs, (ii) 550,000 service-based LTIPs, (iii) 680,336 performance-based LTIPs and (iv) 2,035,361 VCUs/ ACUs. (3)Includes (i) 130,990 service-based RSUs, (ii) 968,964 LTIPs and (iii) 1,423,218 VCUs/ACUs. (4)Includes (i) 127,877 service-based RSUs, (ii) 968,964 LTIPs and (iii) 1,561,810 VCUs/ACUs. (5)Includes (i) 16,414 service-based RSUs, (ii) 4,000 PSUs and (iii) 97,498 VCUs/ACUs.

  37. Pension Benefits for 2024

    Pension Benefits for 2024 We do not maintain any defined benefit pension plans for our NEOs.

  38. Nonqualified Deferred Compensation for 2024

    Nonqualified Deferred Compensation for 2024 We do not maintain any nonqualified deferred compensation plans for our NEOs.

  39. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The performance-based LTIPs held by each of Messrs. Weinberg, Bednar and Becker 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 LTIPs will be deemed to have satisfied the service-based vesting conditions, subject to a 50% floor, and (x) to the extent that the applicable performance-based vesting conditions have previously been satisfied, will immediately vest, and (y) to the extent that the applicable performance-based vesting conditions have not previously been satisfied, will remain outstanding and eligible to vest 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 LTIPs 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. 28 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), 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 Perella Weinberg), is terminated by the Company without cause but the executive otherwise remains in continuous employment as a working partner, the LTIPs 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), 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), but otherwise remains in continuous employment as a working partner, then only a pro-rata portion of the LTIPs 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. The service-based LTIPs 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 LTIPs 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 LTIPs will immediately vest. The PSUs held by Ms. Gottschalk are subject to the achievement of service-based and performance-based vesting conditions, both of which must be satisfied for the awards to vest. As of December 31, 2024, the applicable performance- based vesting conditions have already been achieved. Upon a termination of employment without cause or resignation for good reason, a pro-rata portion of the PSUs will be deemed to have satisfied the service-based vesting conditions, subject to a 50% floor, and will immediately vest as of the date of such termination. Upon a termination of employment due to death or disability, the same treatment will apply except that the PSUs will not be pro-rated. Upon a termination without cause or resignation for good reason within 24 months following a change in control, the PSUs will immediately vest as of the date of such termination. The 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, and such provision did not apply to the service-based RSUs granted to our NEOs in 2025. 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. Our NEOs are not entitled to receive any cash severance benefits upon any termination of employment. 29

  40. Payment Upon Termination or Change in Control Table

    Payment Upon Termination or Change in Control Table The following table shows the value of the accelerated vesting of outstanding equity-based awards that our NEOs would have been eligible to receive if their employment had been terminated in a qualifying termination and/or a change in control had occurred, in each case, as of December 31, 2024. All amounts shown are estimates only, based on the closing price of our Class A common stock on December 31, 2024, which was $23.84, and the actual amounts that our NEOs may receive upon any qualifying termination and/or change in control will vary depending on the facts and circumstances applicable at the time of the triggering event.

  41. Payment Upon Termination or Change in Control Table

    | Name | Value of Shares of Common Stock: Termination Due to Death or Disability(1) ($) | Value of Shares of Common Stock: Termination Due to Retirement(2) ($) | Value of Shares of Common Stock: Termination without Cause or for Good Reason(3) ($) | Value of Shares of Common Stock: Termination without Cause or for Good Reason following a Change in Control(4) ($) | Value of Shares of Common Stock: Change in Control(5) ($) | | Peter A. Weinberg | 46,964,633 | 1,684,487 | 15,334,222 | 46,964,633 | — | | Andrew Bednar | 54,901,041 | 1,543,330 | 35,880,583 | 54,901,041 | — | | Dietrich Becker | 30,320,117 | 1,629,083 | 22,620,083 | 30,320,117 | — | | Alexandra Gottschalk | 1,095,257 | — | 1,018,326 | 1,095,257 | — |

  42. Payment Upon Termination or Change in Control Table

    (1)Represents the value, as of December 31, 2024, of: (i) the service-based RSUs held by our NEOs, the service-based LTIPs held by Mr. Weinberg, and the PSUs held by Ms. Gottschalk, that, in each case, will immediately vest in full upon a termination due to death or disability and (ii) the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker for which the applicable performance-based vesting conditions have been satisfied as of December 31, 2024 but for which the service-based vesting conditions have not yet been satisfied, which will immediately vest in full upon a termination due to death or disability. No amounts are shown in this column for the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker for which the applicable performance-based vesting conditions have not been satisfied as of December 31, 2024, which will remain outstanding and eligible to vest in full following a termination due to death or disability subject to the eventual achievement (if any) of the performance-based vesting conditions prior to the fifth anniversary of the grant date. (2)Represents the value, as of December 31, 2024, of certain service-based RSUs held by each of our NEOs (other than Ms. Gottschalk) that, upon a qualifying retirement, will remain outstanding and eligible to be delivered on the regular vesting dates, subject to continued compliance with the applicable restrictive covenants. (3)Represents the value, as of December 31, 2024, of (i) the service-based RSUs held by our NEOs that, upon a termination without cause or resignation for good reason, will remain outstanding and eligible to be delivered on the regular vesting dates, subject to continued compliance with the applicable restrictive covenants, (ii) the PSUs held by Ms. Gottschalk for which the applicable performance-based vesting conditions have previously been satisfied that, in each case, will immediately vest on a pro-rated basis (subject to a 50% floor) upon a termination without cause or resignation for good reason and (iii) the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker for which the applicable performance-based vesting conditions have been satisfied as of December 31, 2024 but for which the service-based vesting conditions have not yet been satisfied, which will immediately vest on a pro-rated basis (subject to a 50% floor) upon a termination without cause or resignation for good reason. No amounts are shown in this column for the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker for which the applicable performance-based vesting conditions have not been satisfied as of December 31, 2024, which will remain outstanding and eligible to vest on a pro-rated basis (subject to a 50% floor) following a termination without cause or resignation for good reason subject to the eventual achievement (if any) of the performance-based vesting conditions prior to the fifth anniversary of the grant date. (4)Represents the value, as of December 31, 2024, of the service-based RSUs held by our NEOs, the service-based LTIPs held by Mr. Weinberg, the PSUs held by Ms. Gottschalk, and the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker that, in each case, will immediately vest upon a termination without cause or resignation for good reason within 24 months following a change in control. For the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker, for which, 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, the amounts shown in the table assume that the change in control price is equal to the closing price of our Class A common stock on December 31, 2024. (5)For the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker, 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. No amounts are shown in this column because the performance-based LTIPs held by Messrs. Weinberg, Bednar and Becker do not immediately vest in full upon change in control and will remain subject to the applicable service-based vesting conditions following such change in control. 30

  43. Pay Versus Performance

    Pay Versus Performance The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our NEOs and our financial performance for the years shown in the table. For purposes of this discussion, our Chief Executive Officer is also referred to as our principal executive officer or “PEO” and our other NEOs are referred to as our “Non-PEO NEOs”:

  44. Pay Versus Performance Table

    Pay Versus Performance Table

  45. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On | | | | | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Total Shareholders Return(3) ($) | Peer Group Total Shareholders Return(4) ($) | Net Income (Loss) ($m) | Revenue ($m) | | 2024 | 27,381,184 | 85,738,459 | 4,264,187 | 34,884,096 | 200 | 131 | (89) | 878 | | 2023 | 12,404,570 | 24,919,916 | 8,309,407 | 20,385,231 | 101 | 100 | (112) | 649 | | 2022 | 6,756,430 | (9,469,511) | 5,840,831 | (5,872,028) | 79 | 89 | (32) | 632 |

  46. Pay Versus Performance Table

    (1)NEOs included in these columns reflect the following individuals:

  47. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2024 | Andrew Bednar | Alexandra Gottschalk, Dietrich Becker, Peter A. Weinberg | | 2023 | Andrew Bednar | Dietrich Becker, Peter A. Weinberg | | 2022 | Peter A. Weinberg | Andrew Bednar, Dietrich Becker |

  48. Pay Versus Performance Table

    (2)Amounts in this column are calculated in accordance with Item 402(v) of Regulation S-K. The following table details the adjustments prescribed by Item 402(v) to the "Summary Compensation Table" totals to determine the "Compensation Actually Paid" ("CAP") amounts. For the avoidance of doubt, no equity awards were cancelled due to a failure to meet vesting conditions during the years identified. In addition, all amounts presented below for "Non-PEO NEOs" are averages of the non-PEO NEO group.

  49. Pay Versus Performance Table

    | Year | Executive(s) | Summary Compensation Table Total ($) | Deduct: All Stock Awards ($) | Add: Year- end Value of Unvested Equity Awards Granted During Year(a) ($) | Add: Increase/ (Decrease) in Value of Unvested Equity Awards Granted in Prior Years(a) ($) | Add: Value of Equity Awards Granted and Vested During Year(a) ($) | Add: Increase/ (Decrease) in Value of Equity Awards Granted in Prior Years Which Vested During Year(a) ($) | Add: Dividends ($) | Total Compensation Actually Paid ($) | | 2024 | PEO | 27,381,184 | (3,975,184) | 5,376,778 | 38,909,664 | 17,733 | 15,763,698 | 2,264,586 | 85,738,459 | | | Non-PEO NEOs | 4,264,187 | (1,257,558) | 1,225,122 | 18,362,795 | 15,443 | 11,092,522 | 1,181,585 | 34,884,096 | | 2023 | PEO | 12,404,570 | (7,048,070) | 10,327,296 | 8,637,387 | — | 31,006 | 567,727 | 24,919,916 | | | Non-PEO NEOs | 8,309,407 | (6,201,268) | 1,613,533 | 15,325,545 | 23,818 | 35,097 | 1,279,099 | 20,385,231 | | 2022 | PEO | 6,756,430 | (3,555,680) | 3,647,391 | (18,333,968) | — | — | 2,016,316 | (9,469,511) | | | Non-PEO NEOs | 5,840,831 | (2,803,780) | 2,827,765 | (13,231,843) | — | — | 1,495,000 | (5,872,028) |

  50. Pay Versus Performance Table

    (a)For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with ASC 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The fair value of performance awards was estimated at each valuation date using a Monte Carlo simulation and the key assumptions as described in Note 11—Equity-Based Compensation to our financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC. The assumptions used were not materially changed from those described in Note 11—Equity-Based Compensation but were updated at each valuation date to reflect the then-current value of each variable. (3)Total Shareholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of the fiscal year ended December 31, 2021 through the end of the applicable fiscal year, assuming reinvestment of dividends. (4)Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the S&P 500 Financials Total Return Index for the period beginning on the last trading day of the fiscal year ended December 31, 2021 through the end of the applicable fiscal year, assuming reinvestment of dividends. 31

  51. Relationship between CAP vs. Cumulative TSR of Company and the Peer Group

    Relationship between CAP vs. Cumulative TSR of Company and the Peer Group The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group:

  52. Most Important Performance Measures

    Most Important Performance Measures The following is an unranked list of the financial performance measures we consider most important in linking company performance and compensation actually paid to our NEOs for the most recently completed fiscal year. Further information on our performance measures is described in our Compensation Discussion & Analysis (CD&A) above. For a reconciliation of adjusted net income and adjusted operating margin with GAAP, please see Appendix A, "GAAP Reconciliation of Adjusted Results (Unaudited)". •Revenue •Adjusted Net Income •Adjusted Operating Margin •TSR 33

  53. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following table summarizes certain information about securities authorized for issuance under the Incentive Plan as of December 31, 2024:

  54. EQUITY COMPENSATION PLAN INFORMATION

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(2) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) (c) | | Equity compensation plans approved by security holders: | | | | | 2021 Omnibus Incentive Plan(1) | 24,279,180 | — | 9,515,113 | | Equity compensation plans not approved by security holders: | | | | | None | — | — | — | | Total | 24,279,180 | — | 9,515,113 |

  55. EQUITY COMPENSATION PLAN INFORMATION

    (1)Pursuant to the Incentive Plan, the maximum number of shares of Class A common stock reserved for issuance pursuant to the General Share Reserve under the Incentive Plan that may be issued at any time during the term of the Incentive Plan is 13,980,000, as increased on the first day of each fiscal year of the Company beginning in calendar year 2022 by the number of shares of Class A common stock equal to the excess, if any, of (i) 15% of the number of outstanding shares of Class A common stock and the outstanding units of PWP OpCo that are exchangeable for shares of Class A common stock, in each case, on the last day of the immediately preceding fiscal year, over (ii) the number of shares of Class A common stock reserved and available for issuance in respect to future grants of awards under the Incentive Plan as of the last day of the immediately preceding fiscal year. In addition, the Transaction Pool Share Reserve under the Incentive Plan was comprised of 10,200,000 shares of Class A common stock, reserved for issuance through the one-year anniversary of the Business Combination, of which approximately 7,000,000 shares were granted subject solely to a service-based vesting schedule, and approximately 3,200,000 shares were granted subject to a service-based and performance-based vesting schedule. As a sub-plan under the Incentive Plan, the French Sub-Plan under the Incentive Plan does not contain a separate share reserve, and any awards granted under the French Sub-Plan will reduce the number of shares available for issuance under the Incentive Plan. (2)Represents service-based vesting RSUs and performance-based vesting RSUs granted pursuant to the General Share Reserve and the Transaction Pool Share Reserve under the Incentive Plan, including the French Sub-Plan under the Incentive Plan. The weighted-average exercise price reported in column (b) of the table is blank because the RSUs do not have an exercise price. 34

  56. Acceleration of ACUs and VCUs

    Acceleration of ACUs and VCUs At the time of the Merger, the Company entered into vesting acceleration agreements with certain holders of ACUs and VCUs of AdCo Professionals and VoteCo Professionals to accelerate vesting during the second quarter of 2024. The Accelerated Units vested on May 6, 2024. The Accelerated Units are generally subject to a lock-up period that is identical to the lockup period applicable to such units prior to the Vesting Acceleration. Certain holders of VCUs and ACUs subject to the Vesting Acceleration are directors and officers of the Company. The Vesting Acceleration also provided for the conversion of a portion of each holder’s Accelerated Units that were ACUs of PWP OpCo into cash upon vesting in an aggregate amount up to such holder’s estimated tax liability, as determined by PWP GP. As a result of the Vesting Acceleration (i) the converted ACUs were cancelled (the “Cancelled Units”), (ii) the Company repurchased Class B-1 Shares from VoteCo Professionals equal to the number of Cancelled Units and (iii) ACUs of VoteCo Professionals equal to the Cancelled Units were repurchased for cash. The principal purpose of the Vesting Acceleration was to facilitate the payment of taxes associated with ACU vesting to align with the treatment of vested restricted stock units of the Company. Upon vesting, a portion of the VoteCo ACUs and ACUs of PWP OpCo (the “Withheld Units”) were withheld by VoteCo Professionals and PWP OpCo and converted into cash to allow for the payment of taxes due by VoteCo Professionals and PWP OpCo, respectively. The Company entered into a repurchase agreement with VoteCo Professionals, which, among other things, provided that the Company repurchase a number of Class B-1 Shares from VoteCo Professionals equal to the number of Withheld Units and any other VoteCo Accelerated Units that had been repurchased by PWP OpCo. 38

  57. Restrictive Covenants of Professional Partner’s Limited Partners

    Restrictive Covenants of Professional Partner’s Limited Partners Professional Partner’s limited partners are subject to certain restrictive covenants set forth in the Professionals LP Agreement, including (i) perpetual confidentiality obligations, subject to certain limited exceptions, (ii) 180-day post- termination client and customer non-solicitation restrictions following a termination for cause or any resignation without good reason, (iii) post-termination investor non-solicitation restrictions following a termination for cause or any resignation without good reason for (x) 180 days with respect to any limited partner of Professional Partners, PWP Capital Holdings or PWP OpCo, and their respective subsidiaries and successors and assigns or (y) one year with respect to any limited partner, investor, prospective limited partner or investor of investment funds sponsored by a PWP Entity, (iv) one-year post-termination employee non-solicitation restrictions following any termination and (v) perpetual non-disparagement obligations. In addition, in the event that the limited partner resigns without good reason and competes with the PWP Entities within one year following the termination, or breaches any other applicable written covenant between any PWP Entity and the limited partner, then any common units in Professional Partners held by such limited partner will be forfeited on the date of such breach.

  58. Tax Receivable Agreement

    Tax Receivable Agreement In connection with the closing of the Business Combination, we entered into a Tax Receivable Agreement (the “TRA”) with PWP OpCo, Professional Partners and ILPs (the “TRA Parties” and individually, a “TRA Party”). The Tax Receivable Agreement generally provides for payment of 85% of the amount of cash tax savings, if any, in U.S. federal, state, local and foreign income taxes and related interest realized (or deemed realized) by Perella Weinberg Partners as a result of (a) the Business Combination and related transactions, (b) exchanges of interests in PWP OpCo for cash or stock of the Company and certain other transactions and (c) payments made under the TRA. We expect to retain the benefit of the remaining cash tax savings. For purposes of the TRA, cash savings will be computed by comparing the Company's actual income tax liability to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of PWP OpCo as a result of the exchanges and had the Company not entered into the TRA. The term of the TRA commenced upon consummation of the Business Combination and will continue until all tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA for an amount based on a specified formula to determine the present value of payments remaining to be made under the agreement (including payments that would be made if all PWP OpCo Class A partnership units were then exchanged for our Class A common stock). The TRA will cover any exchanges of PWP OpCo Class A partnership units by ILPs and Limited Partners (after distribution of PWP OpCo Class A partnership units by Professional Partners) who are party to that agreement after the consummation of the Business Combination, and it is possible that new investors in the PWP OpCo Class A partnership units after the consummation of the Business Combination may become parties to the TRA as well. 41 The payment obligation under the TRA is an obligation of Perella Weinberg Partners and not an obligation of PWP OpCo. In addition, although we are not aware of any issue that would cause the IRS to challenge a tax basis increase that results in a payment under the TRA, the TRA Parties will not reimburse us for any payments previously made under the TRA if such basis increases or other benefits are subsequently disallowed, although excess payments made to any TRA Party may be netted against payments otherwise to be made, if any, to the relevant ILP or Limited Partner after our determination of such excess. As a result, in certain circumstances we may make payments to the TRA Parties under the TRA in excess of our actual cash tax savings. While the actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, future tax rates and the amount and timing of the Company's income, we expect that, as a result of the size of the increases of the tangible and intangible assets of PWP OpCo attributable to our interests in PWP OpCo, during the expected term of the TRA, the payments that we may make to the TRA Parties could be substantial. Payments made under the TRA are required to be made within 270 days of the filing of the Company's tax returns. Because we generally expect to receive the tax savings prior to making the cash payments to the TRA Parties, we do not expect the cash payments to have a material impact on our liquidity. The TRA also provides that, upon a merger, asset sale or other form of business combination or certain other changes of control, our (or our successor's) obligations with respect to exchanged or acquired PWP OpCo Class A partnership units (whether exchanged or acquired before or after such change of control) would be based on certain assumptions, including that we would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the TRA, that certain loss carryforwards will be used within 15 years, and that any non-amortizable assets are deemed disposed of at the earlier of (i) when the relevant asset is sold or (ii) within 15 years. Furthermore, upon a material breach of our obligations under the TRA that is not cured within the time period specified by the TRA or if, at any time, we elect an early termination of the TRA, we shall pay to each ILP and/or Limited Partner the present value, discounted at the Secured Overnight Financing Rate plus 310 basis points as of such date, of all tax benefit payments due to such partner as of either the date of delivery of the early termination notice, in the case of an early termination, or as of the date of such breach, in the case of a material breach. The calculation of payments in such circumstances would also be based on certain assumptions, including, in addition to those described above with respect to a change of control, that federal, state, local, and foreign income tax rates will remain the same as those specified for such taxable year by the Code, and other laws on the date of such breach or the early termination payment, that any non- amortizable assets shall be deemed disposed of within 15 years of the earlier of the basis adjustment for such asset or the date of breach or delivery of the early termination notice, and that any PWP OpCo Class A partnership units that have not been exchanged will be deemed exchanged for the market value of our Class A common stock at the time of termination or material breach. Consequently, it is possible, in the case of a change of control, early termination, or material breach, that the actual cash tax savings realized by us may be significantly less than the corresponding TRA payments.

  59. (Dollars in Thousands, Except Per Share Amounts)

    | | Year Ended December 31, | | | | 2024 | 2023 | | Operating income (loss)—GAAP | $(78,532) | $(115,100) | | Equity-based compensation not dilutive to investors in PWP or PWP OpCo(1) | 143,714 | 68,647 | | Public company transaction related incentives(2) | 47,609 | 48,435 | | Business realignment costs(3) | 3,249 | 37,265 | | TPH business combination related expenses(4) | 6,580 | 6,580 | | Business Combination transaction expenses(5) | 3,340 | 3,392 | | Settlement related expenses(6) | — | 809 | | Adjusted operating income | $125,960 | $50,028 | | Income (loss) before income taxes—GAAP | $(68,255) | $(112,820) | | Equity-based compensation not dilutive to investors in PWP or PWP OpCo(1) | 143,714 | 68,647 | | Public company transaction related incentives(2) | 47,609 | 48,435 | | Business realignment costs(3) | 3,249 | 37,265 | | TPH business combination related expenses(4) | 6,580 | 6,580 | | Business Combination transaction expenses(5) | 3,340 | 3,392 | | Settlement related expenses(6) | — | 809 | | Adjustments to non-operating income (expenses)(7) | 264 | 2,763 | | Adjusted income before income taxes | $136,501 | $55,071 | | Income tax expense (benefit)—GAAP | $21,089 | $(980) | | Tax impact of non-GAAP adjustments(8) | 11,375 | 8,594 | | Adjusted income tax expense | $32,464 | $7,614 | | Net income (loss)—GAAP | $(89,344) | $(111,840) | | Equity-based compensation not dilutive to investors in PWP or PWP OpCo(1) | 143,714 | 68,647 | | Public company transaction related incentives(2) | 47,609 | 48,435 | | Business realignment costs(3) | 3,249 | 37,265 | | TPH business combination related expenses(4) | 6,580 | 6,580 | | Business Combination transaction expenses(5) | 3,340 | 3,392 | | Settlement related expenses(6) | — | 809 | | Adjustments to non-operating income (expenses)(7) | 264 | 2,763 | | Tax impact of non-GAAP adjustments(8) | (11,375) | (8,594) | | Adjusted net income | $104,037 | $47,457 | | Less: Adjusted income tax expense | (32,464) | (7,614) | | Add: If-converted income tax expense(9) | 41,345 | 14,994 | | Adjusted if-converted net income | $95,156 | $40,077 | | Weighted-average diluted shares of Class A common stock outstanding | 53,187,995 | 86,779,052 | | Weighted average number of incremental shares from assumed vesting of RSUs and PSUs(10) | 10,941,161 | 2,186,189 | | Weighted average number of incremental shares from if-converted PWP OpCo units(11) | 34,924,483 | — | | Weighted-average adjusted diluted shares of Class A common stock outstanding | 99,053,639 | 88,965,241 | | Adjusted net income per Class A share—diluted, if-converted ("Adjusted EPS") | $0.96 | $0.45 | | Selected key metrics:(12) | | | | GAAP operating income (loss) margin | (8.9)% | (17.7)% | | Adjusted operating income (loss) margin | 14.3% | 7.7% |

  60. (Dollars in Thousands, Except Per Share Amounts)

    50 Notes to GAAP Reconciliation of Adjusted Results: (1)Equity-based compensation not dilutive to investors in PWP or PWP OpCo includes the amortization of legacy awards granted to certain partners prior to Business Combination and the amortization of ACUs and VCUs granted by Professional Partners (the “Professional Partners Awards”), which were subject to the Vesting Acceleration in the second quarter of 2024. The vesting of these awards did not economically dilute PWP shareholders’ interests relative to the interests of other investors in PWP OpCo. The legacy awards were fully amortized as of September 30, 2023. (2)Public company transaction related incentives includes equity-based compensation for transaction-related RSUs and PSUs, which are directly related to milestone events that were part of the Business Combination process and reorganization, as well as employment taxes for these RSUs, PSUs, and certain Professional Partners Awards. These expenses were outside of PWP’s normal and recurring bonus and compensation processes. (3)During the second quarter of 2023, we began a review of the business, which resulted in headcount reductions in order to improve compensation alignment and to provide greater flexibility to advance strategic opportunities. Costs were incurred through the first quarter of 2024 and included separation and transition benefits and the accelerated amortization (net of forfeitures) of certain equity-based awards, including certain Professional Partners Awards and transaction-related RSUs and PSUs, which would have been adjusted through adjustments (1) and (2) above notwithstanding the business realignment. (4)On November 30, 2016, we completed a business combination with Tudor, Pickering, Holt & Co., LLC (TPH), an independent advisory firm focused on the energy industry. The adjustment reflects the amortization of intangible assets associated with the acquisition, and such assets will be fully amortized by November 30, 2026. (5)Transaction costs that were expensed associated with the Business Combination, including (i) equity-based vesting for transaction-related RSUs issued to non-employees and (ii) costs incurred related to the partnership restructuring that was contemplated during the implementation of the up-C structure at the time of the Business Combination. (6)Certain expenses incurred related to the previously reported settlement with the staff of the SEC (the “Settlement”). (7)Includes (i) the amortization of debt discounts and issuance costs for all periods presented, (ii) minimal charges related to the Vesting Acceleration for the year ended December 31, 2024, (iii) the $1.25 million charge related to the Settlement and a non-operating loss on investment for the year ended December 31, 2023. (8)The adjusted income tax expense represents the Company’s calculated tax expense on adjusted non-GAAP results. It excludes the impact on income taxes of certain transaction-related items and other items not reflected in our adjusted non-GAAP results. It does not represent the cash that the Company expects to pay for taxes in the current periods. (9)The if-converted income tax expense represents the Company's calculated tax expense on adjusted non-GAAP results assuming the exchange of all PWP OpCo units for PWP Class A common stock, resulting in all of the Company’s results for the period being subject to corporate-level tax. (10)Represents the dilutive impact under the treasury stock method of unvested RSUs and PSUs. (11)Represents the dilutive impact assuming the vesting and conversion of all PWP OpCo units to shares of Class A common stock. (12)Reconciliations of key metrics from GAAP to Adjusted results are a derivative of the reconciliation of their components.