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
Contents
Pay versus Performance
Executive Compensation
Pay versus Performance
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 2025 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 Named 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., 2025) 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., 2025) 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 at point 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. For 2021, the final tranche of these awards 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, 2024 and 2025, 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, second and third service conditions respectively.
Executive Compensation
Pay versus Performance Table
| Average Summary Compensation Table Total for Non-PEO NEOs4 ($) · Average Compensation Actually Paid to Non-PEO NEOs5,6 ($) · Value of Initial Fixed $100 Investment Based On7: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for PEO1,2 ($) · Compensation Actually Paid to PEO1,3,6 ($) · Total ShareholdersReturns ($) · Peer Group Total ShareholdersReturns8 ($) · Net Income ($mm) · Share Price9($) | ||||||||
| 2025 | 1,031,350 | 8,229,350 | 4,404,490 | 4,866,571 | 241 | 203 | 310 | 167.20 |
| 2024 | 1,030,510 | 43,002,694 | 3,801,041 | 7,294,318 | 379 | 173 | 238 | 157.81 |
| 2023 | 1,029,620 | 38,447,620 | 3,520,153 | 5,848,229 | 243 | 133 | 146 | 101.87 |
| 2022 | 40,116,595 | 53,986,595 | 3,598,663 | 3,982,497 | 173 | 118 | 165 | 73.69 |
| 2021 | 1,015,000 | (31,601,946) | 4,146,658 | 2,251,711 | 172 | 132 | 190 | 74.09 |
1 Our CEO, Mr. Taubman, is our Principal Executive Officer (PEO).
2 The amounts included in this column are the total compensation amounts disclosed in the Summary Compensation Table for each of the years included.
3 Compensation actually paid was calculated in accordance with the rules outlined under Item 402(v)(2)(iii) of Regulation S-K. The following table outlines adjustments made to the amounts reported for Mr. Taubman in the Summary Compensation Table. Importantly, the amounts do not reflect the actual amount of compensation earned by, or paid to, Mr. Taubman during the applicable year.
| Year · Grant Date Fair Value of Equity Awards Granted in the Yeara($) · Change in Pension Value Deductionb · Pension Service Cost Additionb · Prior Pension Service Cost Additionb · Stock and Option Awards Adjustmentc($) · Total Adjustments($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 7,198,000 | 7,198,000 | ||||||
| 2024 | — | — | — | — | 41,972,184 | 41,972,184 | ||
| 2023 | — | — | — | — | 37,418,000 | 37,418,000 | ||
| 2022 | (39,100,000) | — | — | — | 52,970,000 | 13,870,000 | ||
| 2021 | — | — | — | — | (32,616,946) | (32,616,946) | ||
(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:
| Year · Year End Fair Value of Equity Awards Granted during the Year($) · Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) · Fair Value as of Vesting Date of Equity Awards Granted and Vested In the Year ($) · Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) · Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) · Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in FairValue or Total Compensation ($) · Total Stock and Option Awards Adjustment ($) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 4,604,000 | 2,594,000 | 7,198,000 | |||||||||
| 2024 | — | 34,386,000 | — | 7,586,184 | — | — | 41,972,184 | |||||
| 2023 | — | 32,409,000 | — | 5,009,000 | — | — | 37,418,000 | |||||
| 2022 | 52,970,000 | — | — | — | — | — | 52,970,000 | |||||
| 2021 | — | — | — | 72,954 | (32,689,900) | — | (32,616,946) | |||||
Executive Compensation
4 The amounts included in this column represent the average of the total compensation amounts disclosed in the Summary Compensation Table to Ms. Lee, Ms. Meates and Mr. Travin for fiscal years 2025, 2024, 2023, 2022, and 2021.
5 Average compensation actually paid for our non-CEO NEOs was calculated in accordance with the rules outlined under Item 402(v)(2)(iii) of Regulation S-K. The following adjustments were made to the amounts reported in the Summary Compensation Table for our non-CEO NEOs. Importantly, the amounts do not reflect the actual average amount of compensation earned by, or paid to, our other Named Executive Officers as a group during the applicable year.
| Year · Grant Date Fair Value of Equity Awards Granted In the Yeara($) · Change in Pension Value Deductionb · Pension Service CostAdditionb · Prior Pension Service CostAdditionb · Stock and OptionAwards Adjustmentc($) · TotalAdjustments($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | (1,621,274) | 2,083,355 | 462,081 | ||||||
| 2024 | (1,143,664) | — | — | — | 4,636,942 | 3,493,278 | |||
| 2023 | (1,209,966) | — | — | — | 3,538,042 | 2,328,076 | |||
| 2022 | (1,404,576) | — | — | — | 1,788,410 | 383,834 | |||
| 2021 | (1,044,991) | — | — | — | (849,956) | (1,894,947) | |||
(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:
| Year · Year End Fair Value of Equity Awards Granted during the Year($) · Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards($) · Fair Value as of Vesting Date of Equity Awards Granted and Vested In the Year($) · Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year($) · Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year($) · Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) · Total Stock and Option Awards Adjustment ($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 1,573,457 | 396,838 | 113,060 | 2,083,355 | ||||
| 2024 | 1,839,232 | 2,504,937 | — | 292,773 | — | — | 4,636,942 | |
| 2023 | 1,600,042 | 1,501,018 | — | 436,982 | — | — | 3,538,042 | |
| 2022 | 1,902,824 | 14,469 | — | (128,883) | — | — | 1,788,410 | |
| 2021 | 1,096,990 | 34,214 | — | (105,511) | (1,875,650) | — | (849,956) | |
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 awards with both a service and market condition was estimated using a Monte Carlo simulation for each valuation date for which the performance conditions were not fully satisfied.
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.