PJT Partners Inc.

The Compensation Discussion and Analysis section of this Proxy Statement sets forth the financial

and other factors considered by our Compensation Committee when reviewing and setting the compensation

of our CEO and other Named Executive Officers (“non-CEO NEOs”) for the 2024 performance year. Our

executive compensation program considers company-wide financial measures to ensure alignment with

shareholders, in addition to goals targeted to each of the Named Executive Officers. We seek to ensure that

each Named Executive Officer has goals that are tied to tangible measures of business success as well as

those that are focused on leadership and talent development. Rewards for our Executive Officers are

structured to ensure a focus on the long-term success of our company. This is typically achieved by granting a

significant portion of annual incentives in the form of restricted stock awards that vest over four years.

As required by Item 402(v) (the “Rule”) of Regulation S-K, the following sets forth information

regarding compensation of our CEO and our non-CEO NEOs. In accordance with the Rule, the table below

and the discussion that follows includes an amount referred to as “compensation actually paid” as defined in

Item 402(v)(2)(iii). The calculation of this amount includes, among other things, the revaluation of unvested

and outstanding equity awards. In accordance with the Rule, the revaluation of stock and option awards

includes, as applicable:

the year-end fair value of the awards granted in the covered fiscal year (e.g.,2024) that are

outstanding and unvested as of the end of the covered fiscal year;

the change in fair value from the end of the prior fiscal year (e.g.,2024) to the end of the covered

fiscal year with respect to any awards granted in prior years that are outstanding and unvested as

of the end of the covered fiscal year;

the fair value, as of the vesting date, of any awards that were granted and vested in the same

covered year and

the change in fair value from the end of the prior fiscal year to the vesting date or forfeiture date

with respect to any awards granted in prior years that vested or failed to vest, as applicable, in the

covered fiscal year. Stock awards include the dollar amount of accrued dividend equivalents, if

applicable.

Importantly, the actual value of compensation received by our CEO and non-CEO NEOs will depend

upon our company’s stock price atpoint of vesting and whether service requirements are met.

Compensation actually paid to our CEO includes valuations in respect of awards granted at the spin-

off, with such units earned as a result of our company achieving certain share price thresholds. Specifically,

98% of the 2020 compensation actually paid value relates to the vesting of two tranches of Mr. Taubman’s

Earn-Out award for which share price hurdles were achieved during the year, in aggregate equating to stock

price appreciation of more than 300% from inception. The final tranche of Mr. Taubman's Earn-Out award

failed to meet the share price hurdle within the required time frame, which would have required share price

appreciation of 376% since inception. Accordingly, 2021 compensation actually paid includes value attributed

to the forfeiture of this final tranche.

For 2022, the values represent the Performance LTIP Units granted to Mr. Taubman on February 10,

2022 that generally vest over a five-year period contingent on the achievement of significant performance

hurdles and Mr. Taubman’s continued employment with our company for five years from grant. Our company

does not currently anticipate paying Mr. Taubman any further equity incentive compensation through the end

of 2026. These Performance LTIP Units are intended to reward performance on a multi-year basis and in a

manner that is fully aligned with shareholders.

For 2023 and 2024, the values reflect 100% of Performance LTIP Units that vested on the basis of

achieving the applicable performance hurdle of a 20-day VWAP and having satisfied the first and second

service conditions respectively.

EXECUTIVE COMPENSATION

Pay versus Performance Table

1 Our CEO, Mr. Taubman, is our Principal Executive Officer (PEO).

2 The amounts included in this column are the total compensation amounts disclosed in the Summary Compensation Table for each of

the years included.

3 Compensation actually paid was calculated in accordance with the rules outlined under Item 402(v)(2)(iii) of Regulation S-K. The

following table outlines adjustments made to the amounts reported for Mr. Taubman in the Summary Compensation Table.

Importantly, the amounts do not reflect the actual amount of compensation earned by, or paid to, Mr. Taubman during the applicable

year.

(a)The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column

of the Summary Compensation Table for each applicable year. These values are subtracted for the purposes of the Pay versus

Performance calculation per the rules outlined under the Rule.

(b)Our CEO does not participate in any company pension plans, therefore compensation adjustment represented is zero.

(c)For each covered year, the amounts added or deducted in calculated stock and option award adjustments include:

EXECUTIVE COMPENSATION

4 The amounts included in this column represent the average of the total compensation amounts disclosed in the Summary

Compensation Table to Ms. Lee, Ms. Meates and Mr. Travin for fiscal years 2024, 2023, 2022, 2021 and 2020.

5 Average compensation actually paid for our non-CEO NEOs was calculated in accordance with the rules outlined under Item

402(v)(2)(iii) of Regulation S-K. The following adjustments were made to the amounts reported in the Summary Compensation

Table for our non-CEO NEOs. Importantly, the amounts do not reflect the actual average amount of compensation earned by, or

paid to, our other Named Executive Officers as a group during the applicable year.

(a)The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column

of the Summary Compensation Table for each applicable year. These values are subtracted for the purposes of the Pay versus

Performance calculation per the rules outlined under the Rule.

(b)Our non-CEO NEOs do not participate in any company pension plans, therefore compensation adjustment represented is zero.

(c)For each covered year, the amounts added or deducted in calculated stock and option award adjustments include:

6 When calculating amounts of “compensation actually paid” for purposes of this table:

(i)The fair value of RSU and LTIP unit awards was estimated as of the relevant valuation date in accordance with ASC Topic 718.

(ii)The fair value of performance awards was estimated using a Monte Carlo simulation for each valuation date for which the

performance conditions were not fully satisfied, with the corresponding key assumptions described in Note 10 to our financial

statements for the fiscal years ended December 31, 2022 and 2023.

7 Total shareholder return, including reinvestment of dividends, as calculated based on a fixed investment of one hundred dollars

measured from the market close on December 31, 2020 (the last trading day of 2020) through and including the end of the fiscal

year for each year reported in the table as required by the Rule.

8 Total shareholder return for S&P 500 Financials Index.

9 For purposes of the Rule, we have identified Share Price as our company-Selected Metric, based on the closing price of our Class A

common stock on the last trading day of each year. Although Share Price is one important financial performance measure, among

others, that our Compensation Committee considers when making compensation decisions with the intent of aligning compensation

with company performance, our Compensation Committee has not historically and does not currently evaluate “compensation

actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, our

Compensation Committee does not actually use any financial performance measure specifically to link executive compensation

“actually paid” to company performance.