PJT Partners Inc

APPENDIX A

Glossary of Terms

Definitions. The following terms shall have the meanings set forth on this Appendix A whenever used in the Proxy statement. Except when otherwise indicated by context, any term used in the singular shall also include the plural.

“20-day VWAP” is the volume-weighted average share price of the company’s Class A common stock over any 20 consecutive trading-day period.

“ASC Topic 718” refers to the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation.

“Blackstone” refers to Blackstone Inc.

“Blackstone Senior Management” refers to Blackstone’s senior management, including Mr. Schwarzman and all of Blackstone’s other Executive Officers.

“Board” refers to the PJT Partners Inc. Board of Directors.

“Bonus Deferral Plan” refers to the Amended and Restated PJT Partners Inc. Bonus Deferral Plan.

“Broadridge” refers to Broadridge Financial Solutions, Inc.

“Broker Non-Vote” refers to the condition when a proposal is considered a non-discretionary matter and a bank, broker or other holder of record will lack the authority to vote shares at the holder’s discretion and the shares will not be voted on the proposal.

“CamberView” refers to CamberView Partners Holdings, LLC.

“CEO” means Chief Executive Officer.

“CEO Agreement” refers to the partner agreement PJT Partners Holdings entered into with Paul Taubman effective October 1, 2015.

“CEO Pay Ratio” refers to the ratio of annual total compensation of Mr. Taubman, our CEO, to the median annual total compensation for all our employees (other than our CEO) as of December 31, 2023.

“Code” refers to the Internal Revenue Code of 1986, as amended.

“company”, “we”,“us”, and“our” refer to PJT Partners Inc., together with its consolidated subsidiaries, including PJT Partners Holdings and its operating subsidiaries.

“Dynasty” refers to Dynasty Equity Partners Management, LLC, a Delaware limited liability company.

“Earned Performance LTIPs” is the number of Performance LTIPs for which the performance condition has been met.

“Employee Net Share Settlements” refers to net share settlements in connection with employee taxes upon the vesting of equity awards.

“End Date” refers to February 28, 2027.

“Exchange Act” refers to the Securities Exchange Act of 1934.

“Exchange Agreement” refers to the Exchange Agreement dated as of October 1, 2015, among PJT Partners Inc., PJT Partners Holdings LP, and the Partnership Unitholders from time to time party thereto, as amended.

“Executive Officer” is defined as the term is used in Item 401 of Regulation S-K.

“Interests” refers collectively to the total number of shares of Class A common stock, Partnership Units or LTIP Units.

“IPO” refers to an initial public offering.

“IRS” refers to the Internal Revenue Service.

“Limited Partnership Agreement”refers to the Third Amended and Restated Limited Partnership Agreement of PJT Partners Holdings LP, as amended.

“Measurement Date” refers to the fiscal quarter end date, together with the period ending with the End Date.

“Named Executive Officers” and“NEOs” refer to our Chairman and Chief Executive Officer, Paul J. Taubman; our Managing Partner, Ji-Yeun Lee; our Chief Financial Officer, Helen T. Meates and our General Counsel, David A. Travin.

Appendix A - Glossary

“Non-management directors” include all directors who are not our officers, and all non-management directors who have been determined by the Board to be independent.

“Notice of Availability” refers to a Notice of Internet Availability of Proxy Materials.

“NYSE” refers to the New York Stock Exchange.

“Omnibus Incentive Plan” refers to the Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan approved by the shareholders on May 24, 2023.

“Partnership Units” refers to certain holders of the equity in our company who maintain their ownership collectively through PJT Partners Holdings partnership units and LTIP Units.

“PCAOB” refers to the Public Company Accounting Oversight Board.

“Performance LTIPs” refers to a class of partnership interests in PJT Partners Holdings.

“PJT Partners” refers to PJT Partners Inc.

“PJT Partners Holdings” refers to PJT Partners Holdings LP, a holding partnership that holds the company’s operating subsidiaries, and certain cash and cash equivalents it may hold from time to time. As the sole general partner of PJT Partners Holdings, PJT Partners Inc. operates and controls all of the business and affairs of PJT Partners Holdings and its operating subsidiaries.

“Related Person Transaction” is defined as any transaction that is anticipated and would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest.

“PJT Shares Outstanding”as of year-end, is inclusive of our outstanding shares of Class A common stock and PJT Partners Holdings vested and unvested Partnership Units, each on a fully diluted basis, excluding unvested RSUs.

“Related Person Policy”refers to a written statement of policy adopted by the Board regarding transactions with related persons.

“RSU”refers to Restricted Stock Unit.

“SEC” refers to the U.S. Securities and Exchange Commission.

“Significant Limited Partner” refers to a limited partner who holds not less than five percent (5%) of the total number of Partnership Units then outstanding.

“Street Name” means that shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization and that organization, rather than the beneficial owner, is considered the shareholder of record, holding the shares in “street name.” The beneficial owner of the shares has the right to direct the organization holding the account on how to vote the shares held in the account.

“Subject Shares” refers to the irrevocable proxy provided to Mr. Taubman, empowering Mr. Taubman to vote or cause to be voted all of the shares of Class B common stock then or thereafter held by the Blackstone Senior Management.

“Sublease” refers to the sublease that PJT Partners Holdings has entered into with Dynasty Equity Partners Management, LLC that commenced October 1, 2022.

“Surviving Partnership” refers to another limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, which is the survivor of a merger, consolidation or combination of assets with PJT Partners Holdings.

“Termination Transaction” means any direct or indirect transfer of all or any portion of PJT Partners’ interest in PJT Partners Holdings.

“Willis Towers Watson” refers to Willis Towers Watson & Co., an independent outside compensation consultant.

Appendix A - Glossary