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PJT Partners Inc.

For the period ended Dec 31, 2025. Filed Apr 29, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 29, 2026

PJT$148.61-3.2%Stored close · as of Nov 6, 2026
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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 xFiled by a party other than the Registrant o

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PJT Partners Inc.280 Park Avenue, New York, New York 10017

April 29, 2026

Dear Fellow Shareholders,

We cordially invite you to attend our 2026 Annual Meeting of Shareholders, to be held on June 18, 2026, 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/PJT2026. 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 2026 Annual Meeting of Shareholders

Meeting Information
Date: Thursday, June 18, 2026Time: 10:00 a.m. Eastern Daylight TimeRecord Date: April 20, 2026
Place: 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/PJT2026. 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.

Items of Business

Proposal 1. Election to our Board of Directors of three Class II director nominees identified in this Proxy Statement

Proposal 2. Approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in this Proxy Statement

Proposal 3. Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026

To transact such other business as may properly come before our Annual Meeting or any adjournments or postponements thereof.

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, 2026

Important notice regarding the availability of our Proxy Statement, 2025 Annual Report to Shareholders, and other materials relating to our 2026 Annual Meeting of Shareholders (our "Proxy Materials"). Our Proxy Materials are available athttp://www.virtualshareholdermeeting.com/PJT2026. Our Proxy Materials will be mailed or made available to our shareholders on or about April 29, 2026. 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 our 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 our Proxy materials in paper form. On or about April 29, 2026, we will mail to most of our shareholders the Notice of Availability.

Table of Contents

Executive Summary1
Our Company1
2025 Highlights1
Proposal 1: Election of Directors2
Proposal 2: Advisory Resolution to Approve Executive Compensation3
Proposal 3: Ratification of Our Company’s Independent Registered Public Accounting Firm3
No Super-Voting Shares4
Corporate Governance5
Proposal 1: Election of Directors5
Meet Our Board of Directors5
Experience and Skills of Our Directors and Nominees6
Board Characteristics6
Nominees for Class II Directors Whose Terms Will Expire in 20298
Continuing Class I Directors Whose Terms Will Expire in 202810
Continuing Class III Directors Whose Terms Will Expire in 202712
Our Board's Guiding Principles and Governance Practices15
Board Leadership Structure16
Chairman of Our Board16
Lead Independent Director16
Board Committees17
Board Committee Membership at a Glance17
Audit Committee18
Compensation Committee18
Nominating/Corporate Governance Committee19
Board Composition and Refreshment19
Risk Management20
Our Board’s Role in Risk Oversight20
Our Board Committees’ Role in Risk Oversight21
Technology and Cybersecurity21
Culture of Compliance22
Corporate Governance Guidelines22
Code of Business Conduct and Ethics22
Securities Trading Policies and Procedures23
Director Orientation and Onboarding23
Shareholder Engagement23
Human Capital Management Overview24
Human Capital Management Philosophy24
Board Oversight of Human Capital Management24
Reward Principles24
Employee Feedback and Engagement25
Employer of Choice Initiatives25
Ensuring an Inclusive Culture26
Employee Development26
Engagement with the Broader Community26
Competing for Talent26
Corporate Sustainability at PJT Partners26
Director Independence27
Executive Sessions27
Compensation Committee Interlocks and Insider Participation28
Board and Committee Meetings; Annual Meeting Attendance28
Communications with Our Board28
Whistleblower Program28
Director Compensation29
Minimum Equity Ownership Guidelines for Non-Management Directors29
Director Compensation for Fiscal Year 202530
Executive Compensation31
Proposal 2: Advisory Resolution to Approve Executive Compensation31
Executive Compensation Philosophy31
Named Executive Officers32
Elements of Our Named Executive Officer Compensation Program34
Say on Pay Vote34
Compensation of Our Named Executive Officers35
Compensation Discussion and Analysis35
Roles of Our Compensation Committee, Compensation Consultant and Management35
Compensation Committee35
Use of Independent Advisor35
Management36
Benchmarking Process36
Elements of Our Compensation Program37
Base Salary37
Annual Incentive Compensation37
Annual Incentive Compensation for Ms. Lee, Ms. Meates and Mr. Travin37
Overall Company Performance37
Performance of the Individual Named Executive Officers38
Long-Term Incentive Awards38
Performance LTIP Units Granted to Mr. Taubman39
Alternative Presentation of Annual Compensation39
Retirement Arrangements39
Employee Benefits; Perquisites40
Compensation Program Governance Features40
Clawback Policy40
Hedging and Pledging of Our Securities42
Minimum Equity Ownership Guidelines for Named Executive Officers42
Vesting of Equity Awards42
No Individual Revenue Pay-Outs42
Risk Considerations in Our Compensation Programs42
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information43
Report of Our Compensation Committee44
Summary Compensation Table45
Grants of Plan-Based Awards in 202546
Equity Awards at 2025 Fiscal Year-End47
2025 Option Exercises and Stock Vested48
Partner Agreements49
Potential Payments upon Termination of Employment or Change in Control52
Restricted Stock Units52
LTIP Units52
Performance LTIP Units52
CEO Pay Ratio54
Pay versus Performance55
Description of Relationships Between Pay and Performance58
Relationship Between Pay and Company and Peer TSR58
Relationship Between Pay and Net Income59
Relationship Between Pay and Share Price59
Tabular List: Performance Measures60
Equity Compensation Plan Information60
Security Ownership of Certain Beneficial Owners and Management60
Delinquent Section 16(a) Reports62
Certain Relationships and Related Person Transactions62
Exchange Agreement63
Registration Rights Agreement63
Tax Receivable Agreement64
The Limited Partnership Agreement66
Sublease with Dynasty Equity Partners Management, LLC70
Audit Matters71
Proposal 3: Ratification of Independent Registered Public Accounting Firm71
Ratification of Independent Registered Public Accounting Firm71
Board Recommendation71
Audit Fees72
Pre-Approval Policies and Procedures72
Report of Our Audit Committee73
Shareholder Proposals and Nominations for Our 2027 Annual Meeting74
General Information about Our 2026 Annual Meeting75
Participation in Our Annual Meeting75
The Proxy Materials76
Mailing of Proxy Materials76
Notice of Internet Availability of Proxy Materials76
Shares to be Voted at the Annual Meeting; Our Voting Structure Does Not Contain Super-Voting Powers76
Annual Meeting Quorum77
Required Votes78
Voting at the Annual Meeting78
Revocation of Your Vote79
Confidentiality of Your Vote79
Proxy Solicitation80
Voting Results80
Other Information80
Contacting Our Corporate Secretary80
Householding of Annual Meeting Materials80
Other Matters81
Appendix A - Glossary of TermsA-1
Appendix B - U.S. GAAP ReconciliationsB-1

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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.