PJT Partners Inc.
For the period ended Dec 31, 2024. Filed Apr 29, 2025.
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Dec 31, 2024 · Filed Apr 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant x | Filed by a party other than the Registrant o |
|---|
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under § 240.14a-12 |
PJT PARTNERS INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
280 Park Avenue | New York, NY 10017 | t. +1.212.364.7810 | pjtpartners.com
April 29, 2025
Dear Fellow Shareholders,
We cordially invite you to attend our 2025 Annual Meeting of Shareholders, to be held on June 18,
2025, at 10:00 a.m., Eastern Daylight Time. The Annual Meeting will be a virtual meeting of shareholders. You
will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the
meeting via live audio webcast by visiting http://www.virtualshareholdermeeting.com/PJT2025. To
participate in the meeting, you must have your 16-Digit Control Number that is shown on your Notice of
Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail.
You will not be able to attend the Annual Meeting in person.
The Notice of Annual Meeting of Shareholders and Proxy Statement that follow describe the business
to be conducted at the Annual Meeting. Your vote is important. We encourage you to vote by proxy in advance
of the Annual Meeting, whether or not you plan to participate.
Thank you for your continuing support of PJT Partners.
Very truly yours,
Paul J. Taubman
Chairman and Chief Executive Officer
PJT Partners Inc.
280 Park Avenue, New York, New York 10017
Notice of 2025 Annual Meeting of Shareholders
| Items of Business | Date: Wednesday, June 18, 2025 |
|---|---|
| Item 1. Election to our Board of Directors of two Class I director nominees identified in this Proxy StatementItem 2. Approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in this Proxy Statement Item 3. Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025To transact such other business as may properly come before our Annual Meeting or any adjournments or postponements thereof. | Time: 10:00 a.m. Eastern Daylight TimePlace: Virtual format only. If you plan to participate in the virtual meeting, please see “Participation in Our Annual Meeting” below. Shareholders will be able to participate, vote, examine the shareholders list and submit questions (both before, and for a portion of, the meeting) from any location via the Internet. Shareholders may participate by logging in at: www.virtualshareholdermeeting.com/PJT2025. To participate you must have your 16-Digit Control Number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail.Record Date: April 21, 2025 |
Your vote is important to us. Please exercise your shareholder right to vote.
By Order of the Board of Directors,
David K.F. Gillis
Corporate Secretary
April 29, 2025
Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on June 18,
- Our Proxy Statement, 2024 Annual Report to Shareholders and other materials are available on our
website at https://ir.pjtpartners.com/sec-filings/all-sec-filings. The Proxy Materials will be mailed or made
available to our shareholders on or about April 29, 2025. We are sending to most of our shareholders a Notice
of Internet Availability of Proxy Materials (the “Notice of Availability”) rather than a paper set of the Proxy
Materials. By doing so, we save costs and reduce our impact on the environment. The Notice of Availability
includes instructions on how to access our Proxy Materials over the Internet, as well as how to request the
materials in paper form. On or about April 29, 2025, we will mail to most of our shareholders the Notice of
Availability.
PROXY STATEMENT
TABLE OF CONTENTS
| Executive Summary | 1 |
|---|---|
| Our Company | 1 |
| 2024 Highlights | 1 |
| Proposal 1: Election of Directors | 2 |
| Proposal 2: Advisory Resolution to Approve Executive Compensation | 3 |
| Proposal 3: Ratification of Our Company’s Independent Registered Public Accounting Firm | 3 |
| No Super-Voting Shares | 4 |
| Corporate Governance | 5 |
| Meet Our Board of Directors | 5 |
| Nominees for Class I Directors Whose Terms Will Expire in 2028 | 6 |
| Continuing Class II Directors Whose Terms Will Expire in 2026 | 7 |
| Continuing Class III Directors Whose Terms Will Expire in 2027 | 8 |
| Experience and Skills of Our Directors and Nominees | 10 |
| Board Characteristics | 11 |
| Our Board's Guiding Principles and Practices | 11 |
| Board Leadership Structure | 13 |
| Chairman of Our Board | 13 |
| Lead Independent Director | 13 |
| Board Committees | 15 |
| Board Committee Membership at a Glance | 15 |
| Audit Committee | 15 |
| Compensation Committee | 16 |
| Nominating/Corporate Governance Committee | 16 |
| Director Recruitment | 16 |
| Risk Management | 17 |
| Our Board’s Role in Risk Oversight | 17 |
| Our Board Committees’ Role in Risk Oversight | 18 |
| Cybersecurity and Data Protection | 18 |
| Culture of Compliance | 19 |
| Corporate Governance Guidelines | 19 |
| Code of Business Conduct and Ethics | 19 |
| Securities Trading Policies and Procedures | 20 |
| Director Orientation and Onboarding | 20 |
| Shareholder Engagement | 20 |
| Human Capital Management Overview | 20 |
| Human Capital Management Philosophy | 20 |
| Reward Principles | 21 |
| Board Oversight of Human Capital Management | 21 |
| Employee Feedback and Engagement | 21 |
| Employer of Choice Initiatives | 22 |
| Engagement with the Broader Community | 22 |
| Competition | 22 |
| Corporate Sustainability at PJT Partners | 22 |
| Director Independence | 23 |
|---|---|
| Executive Sessions | 23 |
| Compensation Committee Interlocks and Insider Participation | 23 |
| Board and Committee Meetings; Annual Meeting Attendance | 23 |
| Communications with Our Board | 24 |
| Whistleblower Program | 24 |
| Director Compensation | 24 |
| Minimum Equity Ownership Guidelines for Non-Management Directors | 25 |
| Director Compensation for Fiscal Year 2024 | 25 |
| Executive Compensation | 27 |
| Executive Compensation Philosophy | 27 |
| Executive Officers | 28 |
| Elements of Our Named Executive Officer Compensation Program | 29 |
| Say on Pay Vote | 29 |
| Compensation of Our Executive Officers | 30 |
| Compensation Discussion and Analysis | 30 |
| Roles of Our Compensation Committee, Compensation Consultant and Management | 30 |
| Compensation Committee | 30 |
| Use of Independent Advisor | 30 |
| Management | 30 |
| Benchmarking Process | 31 |
| Elements of Our Compensation Program | 31 |
| Base Salary | 31 |
| Annual Incentive Compensation | 32 |
| Annual Incentive Compensation for Ms. Lee, Ms. Meates and Mr. Travin | 32 |
| Overall Company Performance | 32 |
| Performance of the Individual Named Executive Officers | 32 |
| Cash Bonus | 33 |
| Long-Term Incentive Awards | 33 |
| Performance LTIP Units Granted to Mr. Taubman | 33 |
| Alternative Presentation of Annual Compensation | 34 |
| Retirement Arrangements | 34 |
| Employee Benefits; Perquisites | 34 |
| Compensation Program Governance Features | 35 |
| Clawback Policy | 35 |
| Hedging and Pledging of Our Securities | 36 |
| Minimum Equity Ownership Guidelines for Named Executive Officers | 36 |
| Vesting of Equity Awards | 37 |
| No Individual Revenue Pay-Outs | 37 |
| Risk Considerations in Our Compensation Programs | 37 |
| Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 37 |
| Report of Our Compensation Committee | 38 |
| Summary Compensation Table | 39 |
|---|---|
| Grants of Plan-Based Awards in 2024 | 40 |
| Equity Awards at 2024 Fiscal Year-End | 41 |
| 2024 Option Exercises and Stock Vested | 42 |
| Partner Agreements | 43 |
| Potential Payments upon Termination of Employment or Change in Control | 45 |
| Restricted Stock Units | 45 |
| LTIP Units | 46 |
| Performance LTIP Units | 46 |
| CEO Pay Ratio | 48 |
| Pay versus Performance | 49 |
| Description of Relationships Between Pay and Performance | 51 |
| Relationship Between Pay and Company and Peer TSR | 52 |
| Relationship Between Pay and Net Income | 52 |
| Relationship Between Pay and Share Price | 53 |
| Tabular List: Performance Measures | 53 |
| Equity Compensation Plan Information | 54 |
| Security Ownership of Certain Beneficial Owners and Management | 54 |
| Section 16(a) Reports | 56 |
| Certain Relationships and Related Person Transactions | 56 |
| Exchange Agreement | 56 |
| Registration Rights Agreement | 57 |
| Tax Receivable Agreement | 57 |
| The Limited Partnership Agreement | 59 |
| Sublease with Dynasty Equity Partners Management, LLC | 63 |
| Audit Matters | 64 |
| Ratification of Independent Registered Public Accounting Firm | 64 |
| Board Recommendation | 64 |
| Audit Fees | 64 |
| Pre-Approval Policies and Procedures | 65 |
| Report of Our Audit Committee | 66 |
| Shareholder Proposals and Nominations for Our 2026 Annual Meeting | 67 |
| General Information about Our 2025 Annual Meeting | 68 |
| Participation in Our Annual Meeting | 68 |
| The Proxy Materials | 68 |
| Mailing of Proxy Materials | 69 |
| Notice of Internet Availability of Proxy Materials | 69 |
| Shares to be Voted at the Annual Meeting; Our Voting Structure Does Not Contain Super-Voting Powers | 69 |
| Annual Meeting Quorum | 70 |
| Required Votes | 71 |
| Voting at the Annual Meeting | 71 |
| Revocation of Your Vote | 72 |
Although we refer to websites and other documents in this Proxy Statement, the contents of such websites and
documents are not included or incorporated by reference into this Proxy Statement. All references to websites in
the Proxy Statement are intended to be inactive textual references only.
| Confidentiality of Your Vote | 72 |
|---|---|
| Proxy Solicitation | 72 |
| Voting Results | 73 |
| Other Information | 73 |
| Contacting Our Corporate Secretary | 73 |
| Householding of Annual Meeting Materials | 73 |
| Other Matters | 74 |
| APPENDIX A | A-1 |
| APPENDIX B | B-1 |
EXECUTIVE SUMMARY
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.