DEF 14A

DEF 14A 1 d245711ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Check the appropriate box:

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-12

EVERCORE 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 the appropriate box):

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☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 16, 2022

The Annual Meeting of Stockholders of Evercore Inc. will be conducted online only, via live webcast, on June 16, 2022, at 9:00 a.m., Eastern Time. There will be no physical location for shareholders to attend. Shareholders may only participate online by logging in at www.virtualshareholdermeeting.com/EVR2022.


Agenda and Board Recommendations
Proposal		Board Voting Recommendation
1. Election of the 11 nominees named in this proxy statement to serve on our Board of Directors until the 2023 annual meeting		FOR each nominee
2. Non-binding, advisory vote to approve executive compensation of our named executive officers		FOR
3. Non-binding, advisory vote on the frequency of future non-binding votes on executive compensation		ONE YEAR
4. Approval of the Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan		FOR
5. Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2022		FOR

We will also act on any other business as may properly come before our Annual Meeting of Stockholders or any adjournments or postponements thereof. Our Board of Directors has fixed the close of business on April 22, 2022 as the record date for the determination of shareholders entitled to notice of and to vote at our Annual Meeting and any adjournments or postponements of that meeting.

BY ORDER OF THE BOARD OF DIRECTORS

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Jason Klurfeld

Corporate Secretary

April 29, 2022

IT IS IMPORTANT THAT YOU CAREFULLY READ YOUR PROXY STATEMENT AND VOTE.

VIA THE INTERNET

Visit the website listed on your proxy card or Notice

BY TELEPHONE

Call the telephone number listed on your proxy card

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LIVE WEBCAST

Participate in the annual meeting (see page 20 for more information)

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BY MAIL

Request printed
proxy materials and mail in a completed proxy card

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 16, 2022:
Prior to May 6, 2022, the Notice of Annual Meeting, Proxy Statement, Form of Proxy and
2021 Annual Report to Shareholders will be available electronically at www.proxyvote.com. These materials are also available at www.evercore.com.

LETTER FROM THE CHAIRMAN OF THE BOARD AND CEO

April 29, 2022

Dear Fellow Shareholder:

On behalf of the Board of Directors, we cordially invite you to our 2022 Annual Meeting of Stockholders to be held online, via live webcast only, on Thursday, June 16, 2022, at 9:00 a.m., Eastern Time. This proxy statement describes Evercore’s 2021 accomplishments, compensation practices and governance highlights for your consideration in connection with the matters to be voted upon at the Annual Meeting.

As we turn to reflect on this past year, we feel extremely fortunate and proud of what we achieved; 2021 was a year of records, and by far, the best year in Evercore’s history. While we benefitted from the exceptionally strong market environment, we attribute our success to a strong and diverse platform, combined with extraordinary people. Our teams continued to adapt and excel in the midst of another year of pandemic-related challenges, consistently serving our clients with our guiding Core Values of Client Focus; Integrity; Excellence; Respect; Diversity, Equity and Inclusion; Investment in People; and Partnership.

In terms of financial results, we exceeded $3 billion in revenue in 2021 for the first time, and achieved record operating income, net income and earnings per share. An elevated pace of activity was evident across all of our businesses: in Advisory, our 2021 revenues of more than $2.7 billion was nearly $1 billion more than in 2020; in Underwriting, our revenues meaningfully surpassed $200 million for the second consecutive year; in Equities, commissions and related revenues were over $200 million; and in Wealth Management, our Assets Under Management exceeded $12 billion for the first time. This performance drove solid returns for our shareholders and allowed us to return over $850 million of capital through dividends and repurchases.

Our 2021 success extended beyond our financial results as we meaningfully strengthened our commitment to our sustainability efforts and further drove our diversity, equity and inclusion initiatives. In early 2021, we published our inaugural sustainability report, outlining the firm’s integrated approach to sustainability. With respect to DE&I, we are focused on being one of the top places to work for the most talented and diverse professionals in the industry. We are proud of our inclusive organizational culture, as described in more detail in the proxy statement, yet we recognize that there is still important work to do. We will continue to take meaningful action when it comes to DE&I and provide updates on our progress. Among other accomplishments, in 2021 we were proud to form the Evercore Foundation, which will focus on socially conscious causes that are important to our firm and our communities. We are acutely aware of the importance of good corporate citizenship and the continued integration of sustainability considerations into our business model.

This was also a year of leadership changes. At the CEO level, Ralph Schlosstein transitioned to Chairman Emeritus in February 2022 after 13 years leading our firm, and I was honored to transition to serving as sole CEO and Chairman of the Board. Our CEO leadership change was only the second in the firm’s 27-year history, which is a tribute to the stability and continuity of our organization, as well as our values which continue to serve as our compass today. Ralph has had a transformative impact on our firm and we are thrilled that he will continue to be a partner, working with certain clients and mentoring some of our most talented professionals. This past year, we were also very pleased to welcome Celeste Mellet to our leadership team as CFO, and we look forward to all that we will accomplish together. Beyond these two significant leadership changes, we feel confident in our strong leadership group across the firm—from our client-facing teams to our business and operational heads—all of whom are aligned to drive our strategic, long-term goals.

At this year’s Annual Meeting, you will be asked to vote on several items, including the election of our directors, our executive compensation program, and our equity plan. Approval of these matters, including our equity plan request, is of critical importance to our ability to operate the business consistent with our pay for performance philosophy and compensation model. We engage extensively with our shareholders on an ongoing basis and welcome feedback regarding our performance, corporate governance, compensation and sustainability practices and other matters of interest to our shareholders. We encourage you to read the proxy statement carefully for more information. Your vote is important to us, and we hope that you will participate in the Annual Meeting and vote as promptly as possible through any of the means described in this proxy statement. Instructions on how to vote begin on page 14. Thank you for your continued support of Evercore.

John Weinberg

Chairman of the Board and

Chief Executive Officer

TABLE OF CONTENTS


PROXY SUMMARY			1

GENERAL INFORMATION			13

PROPOSAL 1—ELECTION OF DIRECTORS			22

EXECUTIVE OFFICERS			28

RELATED PERSON TRANSACTIONS AND OTHER INFORMATION			29

CORPORATE GOVERNANCE			35

DIRECTOR COMPENSATION			42

COMPENSATION DISCUSSION & ANALYSIS			44

PAY RATIO			72

COMPENSATION COMMITTEE REPORT			73

PROPOSAL 2—NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION			74

PROPOSAL 3— NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING VOTES ON EXECUTIVE COMPENSATION			75

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			76

PROPOSAL 4—APPROVAL OF THE SECOND AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN			78

REPORT OF THE AUDIT COMMITTEE			92

PROPOSAL 5—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			93

SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 2023 ANNUAL MEETING			94

HOUSEHOLDING OF ANNUAL MEETING MATERIALS			94

OTHER MATTERS			94

GLOSSARY OF KEY DEFINED TERMS			95

ANNEX A: U.S. GAAP RECONCILIATIONS			A-1

ANNEX B: SECOND AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN			B-1

iii

PROXY SUMMARY

This summary highlights certain information and is intended to assist you in reviewing the proposals. You should read the entire Proxy Statement carefully before voting. Your vote is important. Whether or not you plan to participate in the Annual Meeting, we encourage you to vote your shares promptly.

In this Proxy Statement, unless the context requires otherwise, the “Company” or “Evercore” refers to Evercore Inc. and “we,” “us” or “our” all refer to Evercore and its subsidiaries. For ease of reference, we have included definitions of the abbreviations, capitalized terms and other terms frequently used in this Proxy Statement in the Glossary of Key Defined Terms beginning on page 95.

2022 Annual Meeting Information


Date and Time	Place	Record Date

9:00 a.m., Eastern Time Thursday, June 16, 2022	Online via live webcast at www.virtualshareholdermeeting.com/EVR2022. There will be no physical location for shareholders to attend.	April 22, 2022

Additional information about our Annual Meeting, including details about how to participate in our Annual Meeting online and how to submit questions and cast your votes, is provided under “Why did the Board decide to adopt a virtual format for the Annual Meeting?” on page 20 of the Proxy Statement and “What do I need to do if I want to participate in the virtual Annual Meeting?” on page 20 of the Proxy Statement.

Matters to be Voted on at our 2022 Annual Meeting


Agenda and Board Recommendations
Proposal	Board Voting Recommendation	Page Reference (for more detail)
1. Election of the 11 nominees named in this proxy statement to serve on our Board of Directors until the 2023 annual meeting	FOR each nominee	22
2. Non-binding, advisory vote to approve executive compensation of our named executive officers	FOR	74
3. Non-binding, advisory on the frequency of future non-binding votes on executive compensation	ONE YEAR	75
4. Approval of the Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan	FOR	78
5. Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2022	FOR	93

2021 Financial Performance and Compensation Highlights

We highly value the faith that our investors have placed in us and take seriously our obligations as fiduciaries. 2021 was an extraordinary year for Evercore and our investors. We achieved record full year net revenues, operating margins, net income and earnings per share on both a U.S. GAAP and Adjusted basis, executed on our capital return objectives, and strengthened our commitment to our sustainability efforts and to our diversity, equity and inclusion initiatives.

Our long-standing pay-for-performance compensation program is designed to reward performance and align the long-term interests of our executives and professionals with those of our shareholders. As discussed throughout our Compensation Discussion and Analysis, beginning on page 44 of this proxy statement, in determining NEO compensation for 2021, our Compensation Committee considered, among other strategic accomplishments, the record financial results achieved by the Company in 2021, the accomplishment of the Company’s capital return and strategic objectives, and the promotion of and adherence to our Core Values, including as they relate to our sustainability and to our diversity, equity and inclusion initiatives. The following summarizes our 2021 financial performance as considered by the Compensation Committee in making NEO compensation determinations, and also highlights key components of our executive compensation program, each as discussed in more detail in the Compensation Discussion and Analysis, beginning on page 44 of this proxy statement.

Delivering Record Financial Results

Adjusted Net Revenues of $3.32 billion*

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Adjusted Earnings Per Share of $17.50*

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* Adjusted Net Revenues and Adjusted Earnings Per Share are non-GAAP measures. See Annex A for further information and a reconciliation to U.S. GAAP amounts.

Returning Significant Capital to Shareholders

Returned $852.3 million to shareholders during 2021 through dividends and share/LP unit repurchases*

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* Includes dividends to Class A shareholders and equivalent amounts distributed to holders of LP units. Totals may not add due to rounding.

Creating Value for Shareholders

Our TSR continues to demonstrate the long-term positive growth in our share price*

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* Peer Group includes Moelis & Company, Houlihan Lokey, PJT Partners, Lazard and Greenhill. TSR is calculated 12/31 to 12/31, assuming reinvestment of dividends. Equal weighted index methodology.

Performance-Based Compensation

✓

No Guaranteed Incentive Awards. We generally do not provide guaranteed incentive awards to any of our NEOs. In connection with the commencement of the employment of our current Chief Financial Officer, Ms. Mellet, and as an inducement to join the Company, we agreed to provide her a minimum annual incentive bonus for 2021 and 2022. Thereafter, her annual incentive awards will be entirely discretionary, as is the case for all of our other NEOs.

✓

No Change in Base Salaries. We have not increased base salaries for our NEOs since they became executive officers, and base salary continues to represent a relatively small share of their total annual compensation.

✓

Performance Drives Changes in Pay. Compensation is linked to the performance of Evercore and our executives’ individual performance, which motivates our executive leadership to conduct the business in a manner that produces superior results over the long term. For example:

•

In 2021, we achieved Adjusted Net Revenues* of $3.32 billion, an increase of 43% from our 2020 results. Our Adjusted EPS* for 2021 was $17.50 and our Adjusted Net Income* was $843.2 million, an increase of 82% and 83%, respectively, from our 2020 results.

•

By comparison, the annual incentive awards granted to each our then Co-Chief Executive Officers for 2021 increased by $2.5 million, an increase of 29% from their 2020 annual incentive awards.


Increases to Prior Year Financial Results and Annual Incentive Awards

		2021 (v. 2020)

Adjusted Net Revenue*		43%

Adjusted EPS*		82%

Adjusted Net Income*		83%

Increase in Co-CEO Annual Incentive Awards		29%

Adjusted Net Revenues, Adjusted Earnings Per Share and Adjusted Net Income are non-GAAP measures. See Annex A for further information and a reconciliation to U.S. GAAP amounts.

Shareholder Alignment

✓

Equity-Based Compensation Included in Incentive Awards, Not Additional. Our Compensation Committee determines the overall amount of incentive compensation to be awarded to our NEOs, inclusive of cash incentive distributions and RSUs.

✓

50% of 2021 Incentive Awards Delivered in RSUs Subject to Four Year Deferred Delivery. RSUs granted to our NEOs as a component of 2021 annual incentive awards are unvested and are delivered over four years, which is consistent with market practice, and enhances ongoing alignment with our shareholders.

✓

Equity Ownership Guidelines and Significant Equity Ownership by NEOs. Each of our NEOs holds a meaningful amount of equity in our Company and met the formal equity ownership guidelines applicable to such NEO for 2021.

✓

No Hedging or Pledging. All employees, including our NEOs, are prohibited from hedging their equity securities, and our anti-pledging policy prohibits directors and executive officers from pledging their equity without Compensation Committee approval.

✓

Clawback Policy. Our clawback policy provides for the recapture of incentive awards awarded to SMDs in the event of certain types of misconduct by that SMD or a restatement of the financial results of the Company due to material noncompliance with financial reporting requirements.

Accountability to Shareholders

✓

Annual Say on Pay Vote. Based on our Board’s recommendation and our shareholders’ advisory vote in 2017, we continue to hold an advisory vote each year on our executive compensation program. Following consultation with our shareholders, we are recommending that stockholders approve a non-binding resolution this year that the Company continue to hold the vote annually.

✓

Strong Support for Executive Compensation Program. Our executive compensation program has not changed in any material way since last year, when our shareholders supported our Say on Pay proposal at approximately the 92% level. We believe this support is due to the Company’s exemplary business performance, a close alignment between performance and pay, our extensive shareholder engagement process and disclosure regarding our executive compensation program.

✓

Majority Voting Resignation Policy. Our majority voting resignation policy provides that a director that receives the support of less than a majority of votes cast must tender his or her resignation, which our Board will then determine whether to accept.

✓

Extensive Shareholder Engagement and Feedback. We engage extensively with our shareholders on an ongoing basis and welcome feedback regarding our performance, corporate governance practices and other matters of interest to our shareholders. The feedback we received continued to inform our Board, particularly with respect to our compensation program and equity plan.

Approval of the Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

Our Board of Directors unanimously adopted the Second Amended 2016 Plan, the terms of which are identical to those of the shareholder-approved Amended 2016 Plan other than an increase of 6,500,000 in the number of shares authorized for issuance under the plan. When we last sought shares in 2020, we requested the limited number of shares which we anticipated would be necessary to continue managing and growing the business for two years. As we anticipated, we have utilized substantially all of the shares approved at our annual meeting in 2020 such that we believe it is necessary to request additional shares in order to execute our compensation program for 2022 and beyond. We received positive feedback from our shareholders in respect of the limited request in 2020, and are again requesting only the limited number of shares which we believe will be necessary for continuing to manage and grow our business over the next approximately two years. We are therefore seeking your approval of the Second Amended 2016 Plan in order for us to continue our practice of granting equity compensation as a significant portion of annual incentive awards.

Background

✓

We are a human capital business and our revenue and profits are tied to the number, quality and performance of our people. Competition for talent – particularly top talent – in the current environment is intense. Our ability to pay appropriate levels of compensation in the form of equity incentives has enabled us to recruit, retain, promote and motivate high-caliber talent dedicated to our long-term growth and success, and align the incentives of those employees with our shareholders. We believe that our prudent use of equity compensation has been an important driver of our success and is necessary for our continued success.

✓

We have a track record of prudent equity compensation management. We anticipated our 2020 proposal would provide sufficient shares to last two years. Due to our prudent management of equity awards, our strong performance and our balanced use of deferred cash compensation, the 2020 shares have indeed lasted two years, aligning with our expectations.

✓

We are requesting only the limited number of shares which we believe will be necessary for continuing to manage and grow our business in the current environment over the next approximately two years. We have utilized substantially all of the shares approved in 2020 in growing and building our business. Accordingly, we are seeking shareholder approval for increasing the number of shares under our plan by 6,500,000 shares. Given the unprecedented levels of competition and growth of our business, the additional shares we are requesting are a critical aspect of our ability to manage our talent.

✓

Shareholder approval of the Second Amended 2016 Plan is necessary for our compensation planning as it will enable us to continue granting equity compensation broadly as a significant portion of our annual incentive compensation awards. Doing so allows us to incentivize all employees who receive equity, not just senior employees and NEOs, which will align the interest of our employees with those of our shareholders.

✓

We effectively use our equity compensation program as a form of capital expenditure to invest in and grow the business through our people. As a result, we rely more on equity compensation programs than

many of our peers do and use our equity plan to compensate a broader base of employees. In prior years, our shareholders have recognized the need to make exceptions to the “one size fits all” metrics often used by proxy advisory firms when considering Evercore’s use of equity, and they have been supportive of how we use equity.

✓

A reduction in our use of equity-based compensation would require a corresponding increase in alternative forms of deferred compensation, which we believe would reduce the alignment of interests between our employees and shareholders.

Prudent Use of Equity Compensation and Management of Dilution

✓

Traditional burn rate and dilution analyses do not take into account our people-based cost structure or our compensation and share repurchase practices. In addition, we are often compared to peers that have significantly different compensation systems, cost structures and businesses. However, as discussed in more detail on page 80, our burn rate is similar to that of other public independent investment banking advisory firms (“IAF”).

✓

In 2020, we committed to carefully managing our shares by offsetting the dilutive effect of such awards through share repurchases, including through net settlement of outstanding awards, subject to our future earnings and our need to maintain a strong liquidity position and reserve the necessary flexibility to address unusual circumstances that may arise.

✓

As indicated in the below chart, we have delivered on our 2020 commitment, achieving an average negative Net Burn Rate, with repurchases offsetting not just bonus equity awards over the 2020-2021 period but also new hire and replacement awards. This year, we reaffirm our 2020 commitment to shareholders.


*(Shares in 000’s)*	2019			2020			2021			3-Year Average
Equity Grants:
Incentive Award Grants(1)		2,422			1,869			2,949			2,413
New Hire/Retention(2)		176			77			210			154
Forfeitures		(121	)		(121	)		(184	)		(142	)
Net RSU Grants		2,477			1,825			2,975			2,426
Shares Repurchased		3,399			1,922			5,456			3,592
Net Grants—Net RSU Grants less Shares Repurchased		(922	)		(97	)		(2,481	)		(1,167	)
Percentage of Net RSU Grants repurchased		137	%		105	%		183	%		142	%
Weighted Common Shares Outstanding and Vested Evercore LP Partnership Units		45,222			45,531			44,878			45,210
Burn Rate (Taking into account Weighted Common Shares Outstanding, Vested Evercore LP Partnership Units and Forfeitures)		5.5	%		4.0	%		6.6	%		5.4	%
Net Burn Rate (Also taking into account share repurchases)		-2.0	%		-0.2	%		-5.5	%		-2.6	%

(1)

This amount reflects RSU grants and certain performance-based special incentive equity awards but does not include the deferred cash compensation awards granted to certain employees.

(2)

This amount reflects new hire awards and retention awards that were issued to certain employees and for which the Company reserved shares under the Amended 2016 Plan.

✓

We believe our careful use of equity compensation is further evidenced by an analysis of our 2019-2021 average stock compensation expense as a percentage of various three-year average operating measures, as compared to our IAF public peers who disclose equity-only compensation expense. Our public IAF peers share our human capital intensive business model, and are a better comparison for

equity compensation program purposes than certain members of our broader financial services peer group, which generate revenue from other capital. Please see page 81 for additional information and methodology.


	Three-Year Average of Stock Compensation Expense
	Three-Year Average Stock Compensation Expense (in 000’s)		As a Percentage of U.S. GAAP Net Revenue			Per Employee
Evercore		211,109		8	%	$	112,113
Lazard		235,230		8	%	$	75,856
Moelis		141,639		13	%	$	153,788
PJT Partners		113,798		12	%	$	151,126
Greenhill		36,233		12	%	$	96,364

Equity Plan Best Practices

✓

The Second Amended 2016 Plan, together with our equity compensation practices, demonstrates many best practices:

× No “evergreen” provision

× No liberal share recycling

× No repricing (or cash buybacks) of underwater stock options or stock appreciation rights

× No “reload” equity awards

× No equity grants below fair market value

× Prohibition on hedging Evercore equity holdings

✓ Fixed maximum share limit

✓ Four-year deferred vesting of RSUs, subject to early vesting events

✓ Equity granted under the Amended 2016 Plan has been broad-based, with more than 90% of all equity awards granted in the past three years issued to employees other than our executive officers and more than 90% were issued to employees with direct revenue-generating and client-facing responsibilities

✓ Equity ownership guidelines for executive officers and SMDs

✓ Separate annual compensation limit of $500,000 for non-employee directors

✓ NEO awards are subject to our clawback policy

Sustainability

At Evercore, we believe addressing sustainability and ESG matters is fundamental to running our business. Our integrated approach to sustainability is important to our culture and work environment, is a key tenet of our approach to our work with clients and is essential for our long-term success. It is part and parcel of everything we do. We believe that investing in our people, fostering a diverse, equitable and inclusive culture, creating a robust corporate governance and compliance framework, and minimizing the impact of our business on the environment are all critical to ensuring that we operate a responsible and prosperous business, now and in the future.

These core considerations drive our business decisions, which in turn position our firm for long-term success and enable us to deliver value consistently to our primary stakeholders – our Clients, our People, our Communities, and our Shareholders. We maintain an active dialogue with each of these groups to ensure we are always serving our core constituencies with the highest standards. This regular and open line of communication with stakeholders enables us to better understand their interests and concerns, stay informed as those interests change, anticipate and proactively address issues and adapt our business and governance practices to mitigate risk.

This past year, we published our inaugural 2021 Sustainability Report, and we will be publishing our forthcoming 2022 Sustainability Report, which provides updates on our sustainability initiatives that are currently underway and very much embedded into our culture at Evercore. As part of this year’s proxy, we wanted to provide an overview of some of the key issues and initiatives that were addressed in our report and update and encourage you to visit our website to read more.

Our People

Our business is human capital intensive and built on the strong relationships we have with our clients and our ability to provide meaningful advice. As such, our long-term success is heavily dependent on our people. When it comes to our team, we aim to attract, develop, train, mentor, promote and retain the most talented professionals in our industry. To support these objectives, we invest substantial time and resources toward recruiting individuals who will embrace our Core Values and enhance our business; rewarding and supporting employees through competitive pay and benefits programs; facilitating professional development opportunities through our talent development programs; and promoting a strong culture of DE&I throughout our organization.

With these guiding principles top of mind, our Chief Executive Officer, Global Head of the Human Capital Group and other members of the Human Capital Group lead our day-to-day efforts on employment-related matters, including recruiting and hiring, onboarding and training, compensation planning, performance management and professional development. Our Board of Directors and its Nominating and Corporate Governance Committee provide oversight on certain human capital matters as well, including, for example, our DE&I initiatives.

Our business leaders and senior employees recognize that in our industry, the training, development, mentorship and retention of our more junior employees is essential to the long-term success of our business. Therefore, our focus on mentorship, skills training and leadership development is a vital component of our culture and is embraced at all levels across our firm.

✓

Diversity, Equity and Inclusion: DE&I is a core value of our firm and a key focus for our senior management and Board of Directors. Our values dictate that we develop and maintain a strong culture of inclusion that embraces diversity and creates opportunity for all employees. We believe that the diversity of our backgrounds and the variety of our experiences make our company stronger and our contributions to our clients and communities more significant. Our goal of attracting and developing the most talented professionals requires that we promote a work environment that is diverse, equitable and inclusive, and open to all people, regardless of race, gender, religion, sexual orientation or disabilities. Our formal policies and procedures forbid discrimination on the basis of any criteria prohibited by law. However, we know that promoting DE&I is more than just the absence of discrimination, but the active recruitment and empowerment of professionals with diverse backgrounds and stories. While we are proud of our progress, we nonetheless recognize there remains important work to do to address our DE&I objectives. And we know that it will require constantly looking inward with humility around what we can do better. We are committed to working diligently with transparency and accountability to our key stakeholders, especially our employees, as we continue to execute on these objectives.

✓

Developing Talent from Within: We are acutely aware that the long-term value of our recruitment practices is dependent on the strength of our professional development programs. As such, we are highly focused on providing best-in-class talent development programs that keep our employees engaged and supported through all stages of their careers. We have a variety of evolving lifecycle-focused approaches to educate, train, mentor, protect and promote our people, regardless of experience level or job function. As a result of our far-reaching recruitment programs and robust career development initiatives, we have steadily improved our internal talent representation over the past decade. We consistently review our

professional development programs to ensure that employees have opportunities to expand their knowledge base, develop new skills and advance their careers.

✓

Health, Safety and Wellness: The success of our business is dependent on the wellbeing of our people. Accordingly, we are committed to making the health, safety and wellness of our employees a priority. We provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, as discussed in more detail below. These programs support our employees’ physical and mental health by providing tools and resources to help improve or maintain their health status and offer choice, where possible, so that our employees can customize their benefits to meet their needs.

✓

Compensation and Benefits: Our compensation structure, including our comprehensive benefit packages, is designed to attract, motivate and retain the most talented professionals in our industry. We have consistently sought to closely align pay with performance. Our broad-based equity program allows us to use equity compensation to more closely align the interests of our shareholders with those of employees. We have also analyzed pay equity at all levels of the organization to advance our DE&I objectives. The details of our overall compensation philosophy and programs are discussed in more detail starting on page 44. Our benefits plans are designed to provide competitive and comprehensive benefits while offering a program and options that allow for individual needs. To advance our DE&I initiatives, and in response to employee feedback, we recently expanded our benefits package to include additional women’s and family support benefits.

✓

Community: We measure our success not only by our client and financial achievements, but also by our contributions to the communities in which we operate and serve. In 2021, we were proud to establish the Evercore Foundation. The Evercore Foundation will serve as a vehicle for some of our firm’s philanthropic activities. It was capitalized by an initial contribution of $10 million at the end of last year and will be highly focused on the areas that are of particular interest to our employees and our communities, one of which will be DE&I. We are committed to giving back to and having a positive, lasting impact on the communities in which we live and work. The Foundation will be an important vehicle from which to execute on this commitment and is part of our pledge to be a more socially responsible firm. We have also continued to have a direct impact through our Evercore Volunteers program, pursuant to which we implement our firmwide community service initiatives, which connect our employees with our community partners to address immediate needs, support education initiatives and improve public spaces.

Our Business

Sustainability considerations play an important role in our investment banking and investment management businesses, and are integrated into how we operate our business in the following ways.

•

We are committed to developing long-term, trusted relationships with our clients and to helping them achieve superior and sustainable strategic and financial results

•

We maintain an unwavering commitment to our Core Values and to attracting, developing, retaining, training, mentoring and promoting a diverse team of the most talented professionals to build a self-sustaining firm

•

We are focused on growing our business over the long term and returning excess earnings not reinvested in the business to our shareholders through dividends and share repurchases, all within a responsible governance framework

For us, sustainability begins with business selection. For example, in our Advisory business, prior to accepting a mandate, our client-facing employees initiate a new business process that considers several factors, including conflicts, the nature of the transaction and Evercore’s own expertise. We continue to enhance

our business selection processes to identify, review and escalate potential assignments that could result in reputational risk due to geopolitical considerations and high risk industries, sectors and clients. We also look closely at the business of potential clients to identify and evaluate those businesses for further consideration by our most senior leaders.

ESG-related issues play an important role in our strategic advisory, restructuring and capital markets advisory services, and we have embraced the opportunity to offer our clients exceptional and complete services across the spectrum of independent advisory services and the capabilities we offer. We have also responded to an increased demand from our research clients for sustainability-focused research. Just as it is impossible to provide advisory services to our clients without an appreciation of how they are affected by sustainability factors, it is difficult for our research analysts to provide quality independent research without a thorough understanding of how issues such as climate change and energy independence impact the industries and companies they cover. For many of the sectors and stocks we cover, our research analysts incorporate sustainability, social and governance factors into their reports.

In our investment management business, our role as a fiduciary and our mission to deliver long-term results for clients necessitates an inherent appreciation of sustainability and strong governance. Sustainability and ESG factors are an increasingly important consideration for many of our clients. For our investment management clients who are interested in specifically pursuing impact investment-based portfolios, we can adjust our core equity and fixed income strategies accordingly and work with carefully selected external managers to provide customized solutions for socially responsible investing that strive to deliver competitive rates of return to meet our clients’ impact investing goals.

Our Governance

Our robust governance framework begins with our Board and senior management. Collectively, they set the right tone from the top and are responsible for establishing, overseeing and implementing our governance framework. Our Board continues to be highly focused on our ESG practices and initiatives. All of our governance practices are designed to ensure we remain transparent and accountable and that we continue to measure our success by the highest standards of excellence.

Our business model centers on our relationship with our clients, our people, our communities and our shareholders. To cultivate those relationships, it is essential that we clearly define who we are as an organization and embody our Core Values in all that we do. Consistent with our Core Values, we aim to promote sound governance. But we understand that it is not enough to just have sound policies and procedures. We also need a strong and healthy culture throughout our organization that reinforces and rewards adherence to these policies. Our leaders are intensely focused on this and on creating an open, inclusive and respectful culture that encourages escalation of issues and prevents retaliation against anyone who reports an issue or assists with an investigation. They are committed to continuing to create an environment where all employees are held to the highest ethical standards and live our Core Values every day. They are constantly and clearly communicating this message to our employees. Our governance practices are discussed further herein under “Corporate Governance” and “Director Compensation” on pages 35 and 42, respectively.


Director Tenure	Director Independence	Independent Director Diversity

✓

We have added four new independent directors to our Board over the past four years – three of whom are women, and one of whom self identifies as African American. Currently, 40% of our independent directors are women, including our lead independent director.

✓

Our lead independent director presides over meetings of our non-management directors. She works with the Chairman and CEO to develop and approve Board agendas and meeting schedules, leads Board and Committee evaluations and otherwise serves as a liaison among our non-management directors.

✓

83.33% of our current directors have been determined to be independent under the applicable NYSE rules and company guidance and 100% of our committee members are independent.

✓

Our current average director tenure is less than 8 years and median director tenure is 6 years, based on annual meetings attended.

✓

Our Board and Committees perform an annual self-evaluation, during which it considers issues of structure, leadership and oversight needs and skills to guide the company in executing its long-term strategic objectives.

✓

Our independent directors conduct regular executive sessions without management present.

✓

Our Board met in full session seven times during 2021. We held an aggregate of 26 Board and Committee meetings in 2021, and each of our directors attended over 80% of their Board and respective Committee meetings.

✓

A substantial portion of director compensation is paid in equity.

✓

Our directors are subject to Equity Ownership Guidelines, which align their interests with those of our shareholders.

✓

Our majority voting resignation policy provides that a director that receives the support of less than a majority of votes cast must tender his or her resignation, which the board will then determine whether to accept.

✓

We engage extensively with our shareholders on an ongoing basis and seek feedback regarding our performance, corporate governance practices and other matters of interest to our shareholders.

Our Planet

We are fortunate to have a smaller natural environmental footprint than capital intensive businesses or retail-based financial institutions. However, we nonetheless prioritize being a good corporate citizen. From a direct environmental perspective, our “Evercore footprint” largely consists of office space, travel and the resources employees consume in the operation of our business.

Despite our smaller environmental footprint, we are focused on promoting practices to minimize the negative impact our business may cause to the planet. The foundations of our approach to responsible development originate with our Real Estate Strategy & Operations (RESO) team, which works in concert with representatives across our corporate functions to ensure that our building footprint and day-to-day operations are incorporating sustainable options where possible. The RESO group is principally focused on our construction and building operations, and we are taking steps, along with partners and suppliers, to provide a world-class working environment for our employees that acknowledges and incorporates environmental best practices. We are aware of the commercial risks and opportunities presented by climate change. Our Core Values and our Code of Business Conduct and Ethics provide that we are to act as responsible corporate citizens and take into account policy issues of significance, including climate change, in the operation of our business.

This overview is meant to give you a window into the work we are doing around sustainability and ESG issues. Please review our forthcoming Sustainability Report for a more in depth look at our sustainability framework and initiatives.

GENERAL INFORMATION

Why am I receiving this Proxy Statement?

The Board is soliciting proxies for our 2022 Annual Meeting of Stockholders, and we will bear the cost of this solicitation. You are receiving a Proxy Statement because you owned shares of our Class A common stock and/or our Class B common stock as of the close of business on April 22, 2022, the record date. Your ownership of shares on that date entitles you to vote at our Annual Meeting. By following the instructions on your Notice of Internet Availability of Proxy Materials (the “Notice”) or, if you received printed proxy materials, using the attached proxy card or voting instruction card from your broker or other intermediary, you are able to vote whether or not you participate in our Annual Meeting. This Proxy Statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision when you do vote.

How are the proxy materials being distributed?

To expedite delivery, reduce costs and improve our environmental impact, we used “Notice and Access” in accordance with an SEC rule that allows us to provide proxy materials to our shareholders over the Internet. By May 6, 2022, we will have sent a Notice to certain shareholders including instructions on how to access our proxy materials online. If you received a Notice, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also explains how you may submit your proxy via the Internet. If you received a Notice and would like to receive a copy of our proxy materials, follow the instructions contained in the Notice to request a copy electronically or in paper form on a one-time or ongoing basis. Shareholders who do not receive the Notice will continue to receive either a paper or electronic copy of the proxy statement, which will be sent on or about April 29, 2022.

What will I be voting on?

You will be voting:

•

to elect the 11 director nominees identified in this Proxy Statement;

•

to approve, on an advisory basis, the compensation of our NEOs as disclosed in this Proxy Statement;

•

to provide an advisory, non-binding vote regarding the frequency (every one, two or three years) of advisory votes to approve the compensation of our NEOs;

•

to approve the Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan;

•

to ratify the selection of Deloitte, on an advisory basis, as our independent registered public accounting firm for 2022; and

•

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

What are the Board’s recommendations?

Our Board recommends:

•

a vote FOR the election of each of Roger C. Altman, Richard I. Beattie, Pamela G. Carlton, Ellen V. Futter, Gail B. Harris, Robert B. Millard, Willard J. Overlock, Jr., Sir Simon M. Robertson, John S. Weinberg, William J. Wheeler and Sarah K. Williamson to serve as directors until the next annual meeting or until their successors are duly elected and qualified;

•

a vote FOR the approval of the advisory resolution approving the compensation of our NEOs as disclosed in this Proxy Statement;

•

a vote for ONE YEAR regarding the frequency of advisory votes to approve the compensation of our NEOs;

•

a vote FOR the approval of the Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan; and

•

a vote FOR the ratification of the selection of Deloitte as our independent registered public accounting firm for 2022.

How do I vote?

You can vote either at our virtual Annual Meeting or by proxy without participating in our Annual Meeting. To vote by proxy you may vote by telephone, on the internet or through the mail as follows, which instructions are also set forth on your Notice or, if you received printed proxy materials, your proxy card:

•

Vote by Internet—www.proxyvote.com: Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your Notice or, if you received printed proxy materials, your proxy card in hand when you access the website and follow the applicable instructions to obtain your records and to create an electronic voting instruction form.

•

Vote by Phone—1-800-690-6903: Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

•

Vote by Mail: If you received printed proxy materials, and would like to vote by mail, mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, so that it is received no later than the day before the meeting date. If you did not receive printed proxy materials, and would like to vote by mail, you must request printed copies of the proxy materials by following the instructions on your Notice.

We urge you to vote by proxy even if you plan to participate in our Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold the Annual Meeting and so your vote will be counted if you later decide not to participate in the Annual Meeting. If you received printed proxy materials and are voting by mail, you should follow the instructions set forth on the proxy card, being sure to complete it, to sign and date it and to mail it in the enclosed postage-paid envelope. If you participate in the Annual Meeting, you may vote at the meeting as described herein and your previously delivered proxy will not be counted.

If your shares are held through a bank, broker or other holder of record (that is, in “street name”), please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do in order to vote your shares. If you want to vote in person, you must obtain a legal proxy from your bank, broker or other holder of record and have it at the meeting. Please also see the information under “—What do I need to do if I want to participate in the virtual Annual Meeting?” on page 20.

What is the difference between holding shares as a shareholder of record and as a beneficial owner or street name holder?

If your shares are registered directly in your name with our transfer agent, Computershare Shareowner Services LLC, you are considered, with respect to those shares, the “shareholder of record.” We have sent the Notice or, if you received printed proxy materials, your notice of Annual Meeting, Proxy Statement, Annual Report and proxy card directly to you.

If your shares are held in a stock brokerage account or by a bank, broker or other holder of record, you are considered the “beneficial owner” of shares held in street name. The notice of the Annual Meeting, the Proxy Statement, the Annual Report and a voting instruction card have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting.

What is included in the proxy materials?

Our proxy materials, which are available on our website at www.evercore.com under the “Resources” tab of the “For Investors” link, include our Notice of 2022 Annual Meeting of Stockholders, our Proxy Statement and our 2021 Annual Report to shareholders. If you received printed versions of these materials by mail (rather than through electronic delivery), these materials also included a proxy card or voting instruction form.

What type of financial information is used in this Proxy Statement?

The Evercore financial measures in this Proxy Statement are those prepared in accordance with U.S. GAAP, unless they are designated as “non-GAAP measures,” in which case a reconciliation to the U.S. GAAP numbers is included in Annex A.

How does Evercore’s corporate structure impact Evercore’s share count and vote calculation?

The diagram on page 16 depicts our organizational structure. Our structure is similar to an umbrella partnership real estate investment trust, or UPREIT structure, which is common in the real estate sector and with human capital-intensive businesses which have gone public.

Certain of our SMDs and other individuals and entities hold some of their equity in limited partnership units and interests issued by Evercore LP, a Delaware limited partnership. These include Class A units, Class E units, Class I Units, Class K Units and Class K-P units (which may convert into Class K units) in Evercore LP.

Class A, Class E, Class I and Class K units of Evercore LP are exchangeable, at the discretion of the unit holder and without the payment of any consideration, on a one-for-one basis for shares of our Class A common stock, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

The Class K-P units generally convert, on specified vesting dates, into a number of Class K units, contingent upon the achievement of certain defined benchmark results and subject to the participant’s continued service with the Company (which Class K units will, in turn, be exchangeable for Class A common stock as noted above). The performance conditions applicable to a portion of the outstanding Class K-P units have been achieved.

Generally, all holders of Class A units, Class E units, Class I units and Class K units (collectively, “Voting Units”), other than the Company, have the same voting rights as holders of Class A common shareholders through the ownership of our Class B common stock, which entitles each holder to one vote for each unit held by such holder. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law.

The Class B common stock has no economic rights. The Company funds dividends to holders of our Class A common stock by causing Evercore LP to make distributions to its partners, including the Company. Evercore LP makes pro-rata distributions to its partners based on their interest in Evercore LP

concurrently with Evercore LP distributions to the Company (provided that holders of Class K-P units are not entitled to regular or extraordinary distributions).

Thus, holders of Voting Units, through the combination of Class B common stock of Evercore and LP units, generally have similar equity interests as if they held an equivalent number of shares of Class A common stock.

Because of our corporate structure, we view our share count as including Voting Units for voting purposes, and include these units when we calculate total shares and share equivalents for voting purposes. Unless indicated otherwise, where we use the terms voting power, votes outstanding, votes cast or other similar terms, such terms should be read to include both the number of shares of Class A common stock outstanding and the number of votes associated with Class B common stock, which is generally equal to the number of Voting Units. As of April 22, 2022, the record date for our Annual Meeting, a combined total of 43,252,020 shares of Class A common stock and Voting Units (by virtue of the associated Class B common stock) are entitled to vote.

ORGANIZATIONAL STRUCTURE

LOGO

What is our voting share count?

As of April 22, 2022, the record date for our Annual Meeting, our voting share count was as follows:


Shares of Class A common stock outstanding			40,595,011
Voting Units outstanding			2,657,009

Total voting shares and units			43,252,020

What constitutes a quorum?

The holders of a majority of voting power of the issued and outstanding shares of Class A common stock and Class B common stock (which is equal to the number of Voting Units) entitled to vote must be present or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by broker non-votes (as defined below) also are counted as present and entitled to vote for purposes of determining a quorum. However, if you hold your shares in street name and do not provide voting instructions to your bank, broker or other holder of record, under current NYSE rules, Proposals 1 and 2 are considered non-discretionary matters and a bank, broker or other holder of record will lack the authority to vote shares at his or her discretion on these proposals, and your shares will not be voted on these proposals (a “broker non-vote”).

How are votes calculated?

If you are a holder of our Class A common stock, then you are entitled to one vote at our Annual Meeting for each share of our Class A common stock that you held as of the close of business on April 22, 2022.

If you are a holder of our Class B common stock, then you are entitled to a number of votes at our Annual Meeting equal to the total number of Voting Units in Evercore LP that you held as of the close of business on April 22, 2022.

If you hold RSUs, you will not be entitled to vote the shares underlying such RSUs until you actually receive delivery of the shares of Class A common stock underlying such units.

All matters on the agenda for our Annual Meeting or any adjournments or postponements thereof will be voted on by the holders of our Class A common stock and Class B common stock, voting together as a single class.

How many votes are required to approve each PROPOSAL and how are votes counted?


	How many votes are required for approval?	How are director withhold votes treated?	How are abstentions treated?	How are broker non-votes handled?	How will signed proxies that do not specify voting preferences be treated?
Elect the 11 director nominees identified in this Proxy Statement	A plurality of votes cast, subject to our director resignation policy if a director receives less than majority support	Withhold votes will not be counted as votes cast for purposes of the plurality voting standard but will be considered in determining whether our director resignation policy applies to a director	Abstentions will not be counted as votes cast	Broker non-votes will not be counted as votes cast	Votes will be cast FOR the 11 director nominees identified in this Proxy Statement
Advisory vote to approve the compensation of our NEOs	A majority of votes cast	N/A	Abstentions will not be counted as votes cast	Broker non-votes will not be counted as votes cast	Votes will be cast FOR the approval of the compensation of our NEOs
Advisory vote on the frequency of advisory votes to approve the compensation of our NEOs	A majority of votes cast	N/A	Abstentions will not be counted as votes cast	Broker non-votes will not be counted as votes cast	Votes will be cast FOR “One Year”
Approval of the Second Amended 2016 Plan	A majority of votes cast	N/A	Abstentions will not be counted as votes cast	Broker non-votes will not be counted as votes cast	Votes will be cast FOR the approval of the Second Amended 2016 Plan
Advisory vote to ratify the selection of Deloitte as our independent registered public accounting firm for 2022	A majority of votes cast	N/A	Abstentions will not be counted as votes cast	Banks, brokers and other holders of record may exercise discretion and vote on this matter and these will be counted as votes cast	Votes will be cast FOR the ratification of the selection of Deloitte as our independent public accounting firm for 2022

It is important to note that the proposals with respect to (i) approval of the compensation of our NEOs and (ii) ratification of the selection of the independent registered public accounting firm are non-binding and advisory. However, the Board intends to carefully consider the results of PROPOSAL 2 in making future compensation decisions and, if our shareholders fail to ratify the selection of Deloitte, the selection of another independent registered public accounting firm may be considered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

What happens if a director fails to receive the support of a majority of votes cast?

Under our director resignation policy, if a director receives more “withhold” votes than “for” votes, then that director must promptly tender his or her resignation. The Nominating and Corporate Governance Committee will consider the resignation offer (without the participation of the relevant director)

and will recommend to the Board the action to be taken, and the Board will take action within 90 days following certification of the vote, and publicly disclose its decision and the reason therefor. See “PROPOSAL 1—Election of Directors—Majority Voting Policy” below on page 22.

What if I do not specify a choice for a matter when returning a proxy?

Shareholders should specify their choice for each matter on the enclosed proxy card or voting instruction card. If no specific instructions are given, proxy cards and voting instruction cards which are signed and returned will be voted at the Annual Meeting or any adjournments or postponements thereof as indicated in the chart above. In addition, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to other matters that may properly come before our Annual Meeting or any adjournments or postponements of the meeting in accordance with their judgment.

Can I change my vote?

Yes. At any time before your proxy is exercised at the Annual Meeting, you may change your vote by:

•

revoking it by written notice sent to our Corporate Secretary that is received by 5:00 p.m. Eastern Time on June 16, 2022;

•

delivering a later-dated proxy card that is received by 5:00 p.m. Eastern Time on June 16, 2022;

•

voting again by Internet or telephone at a later time before the closing of the voting facilities at 11:59 p.m. Eastern Time on June 16, 2022; or

•

voting at our Annual Meeting.

If your shares are held in street name, please refer to the information forwarded to you by your bank, broker or other holder of record for procedures on revoking or changing your vote.

What does it mean if I receive more than one proxy card or Notice?

If you receive more than one proxy card or Notice, it means that you hold shares registered in more than one account. To ensure that all of your shares are voted, please follow the instructions included on each Notice you receive or, if you received printed proxy materials by mail, complete, sign and return each proxy card you receive.

What happens if a nominee for director declines or is unable to accept election?

If you vote in the manner described in the Notice or by signing the proxy card or voting instruction card, and if unforeseen circumstances make it necessary for our Board to substitute another person for a nominee, the proxies named in the proxy card or voting instruction card will vote your shares for that other person.

Will anyone contact me regarding this vote?

In addition to solicitation by mail, proxies may be solicited by our directors, officers or employees in person, by telephone or by other means of communication, for which no additional compensation will be paid. We have also engaged Alliance Advisors LLC (“Alliance”) and Value(s) Management and Investing, Inc. (“VMI”) to assist in the solicitation and distribution of proxies. Alliance will receive fees of approximately $60,000, plus reasonable out-of-pocket costs and expenses, for its services. VMI is expected to receive fees of up to approximately $60,000, plus reasonable out-of-pocket costs and expenses, for its services. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners.

Why did the Board decide to adopt a virtual format for the Annual Meeting?

Following consideration of the successful implementation of the virtual format for the annual meetings held in 2020 and 2021, the Board has determined it would be advisable to continue to hold our annual meeting virtually. We believe the virtual format will provide a productive opportunity for shareholders to communicate with the Board by submitting questions. In addition, the online meeting format will eliminate many of the costs associated with holding a physical meeting.

What do I need to do if I want to participate in the virtual Annual Meeting?

As discussed above, our Annual Meeting will be a virtual meeting conducted only via live webcast. There will be no physical meeting location. All holders of Class A common stock and Class B common stock, including shareholders of record and shareholders who hold their shares through banks, brokers or other holders of record, may participate in the Annual Meeting. Only shareholders as of the record date can vote at the Annual Meeting.

If you plan to participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/EVR2022 and enter the 16-digit control number included either on your Notice, proxy card or the instructions that accompanied your proxy materials. You may begin to log into the meeting platform at 8:45 a.m., Eastern Time, on June 16, 2022. The Annual Meeting will begin promptly at 9:00 a.m., Eastern Time, on June 16, 2022. Participants should ensure they have a strong internet connection and suitable devices wherever they intend to participate in the Annual Meeting, and should give themselves time to log in and ensure they can hear and stream audio prior to the start of the Annual Meeting.

If you wish to submit a question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/EVR2022, type your question into the ‘‘Ask a Question” field, and click “Submit.”

Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, are not pertinent to Annual Meeting matters and therefore will not be answered. Any questions pertinent to Annual Meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at www.evercore.com. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, we will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in, please call the technical support number that will be posted on the virtual meeting platform log-in page.

In fairness to all shareholders and participants at the meeting, and in the interest of an orderly and constructive meeting, rules of conduct will be enforced. Copies of these rules will be available at the meeting. Only shareholders or their valid proxy holders may address the meeting. Depending on the number of shareholders who wish to speak, we cannot ensure that every such shareholder will be able to do so or will be able to do so for as long as they might want to hold the floor.

Only proposals that meet the requirements of our Amended and Restated Bylaws will be eligible for consideration at the meeting. This year there are no shareholder proposals that meet the criteria. Therefore, no shareholder proposals will be considered during the Annual Meeting. Shareholders may submit proposals and other matters for consideration at the 2022 Annual Meeting as described in “Shareholder Proposals and Nominations for 2023 Annual Meeting” on page 94.

Is a list of shareholders available?

The names of shareholders of record entitled to vote at the Annual Meeting will be available to shareholders at least 10 days prior to our Annual Meeting at our principal executive offices located at 55 East

52nd Street, New York, New York 10055 during normal business hours, and at the Annual Meeting. The list will also be available to shareholders at www.virtualshareholdermeeting.com/EVR2022 during the Annual Meeting.

How do I find out the voting results?

Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting.

When is our fiscal year?

Our fiscal year ends on December 31 of each year. Our 2021 fiscal year was from January 1, 2021 through December 31, 2021. Our 2022 fiscal year will be from January 1, 2022 through December 31, 2022.

Will I receive a copy of the Annual Report?

If you did not receive a Notice, you will receive our 2021 Annual Report with the Proxy Statement. If you did receive a Notice, you will not receive a printed copy of the 2021 Annual Report or other proxy materials, unless you have requested a copy by following the instructions contained in the Notice. The Annual Report includes our audited financial statements, along with other financial information about us, which we urge you to read carefully.

Where can I find more financial information about Evercore?

You can obtain, free of charge, a copy of our filings with the SEC by:

•

accessing our Internet website at www.evercore.com and clicking on the “For Investors” link;

•

writing to Investor Relations at Evercore, 55 East 52^nd Street, New York, New York 10055; or

•

telephoning us at (212) 857-3100.

You can also obtain a copy of our SEC filings from the SEC’s EDGAR database at www.sec.gov.

How can I contact our Corporate Secretary?

In several sections of this Proxy Statement, we suggest that you should contact our Corporate Secretary to follow up on various items. You can reach our Corporate Secretary by writing to the Corporate Secretary Department at our principal offices located at 55 East 52^nd Street, New York, New York 10055.

PROPOSAL 1—ELECTION OF DIRECTORS

Our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws provides that our Board will consist of that number of directors determined from time to time by our Board. Acting upon the recommendation of its Nominating and Corporate Governance Committee, our Board has nominated 11 persons identified herein for election as directors, all of whom are directors currently, to hold office until the 2022 Annual Meeting or until the election and qualification of their successors.

Our nominees include 9 independent directors. Kendrick R. Wilson III will be retiring from the Board at the 2022 Annual Meeting, but will remain as an advisor to the Chairman of the Board. We want to thank Mr. Wilson for all of his contributions to Evercore and for his service to the Board.

Nominees

Set forth below are the names of the nominees for election as our directors; their ages and principal occupations as of April 22, 2022; and their biographical information.


Name	Age		Position	Director Since
Roger C. Altman		76	Founder, Senior Chairman and Director		2006
Richard I. Beattie		83	Director		2010
Pamela G. Carlton		67	Director		2019
Ellen V. Futter		72	Director		2018
Gail B. Harris		69	Director		2006
Robert B. Millard		71	Director		2012
Willard J. Overlock, Jr.		76	Director		2014
Sir Simon M. Robertson		81	Director		2017
John S. Weinberg		65	Chairman of the Board and CEO		2016
William J. Wheeler		60	Director		2015
Sarah K. Williamson		58	Director		2018

Roger C. Altman, Founder, Senior Chairman and Director, formed Evercore in 1995, served as our CEO until May 2009 and remains an executive officer of Evercore. From May 2009 to November 2016, Mr. Altman served as our Executive Chairman. Mr. Altman began his investment banking career at Lehman Brothers and became a general partner of that firm in 1974. Beginning in 1977, he served as Assistant Secretary of the U.S. Treasury for four years. He then returned to Lehman Brothers, later becoming co-head of overall investment banking, a member of the firm’s management committee and its board. He remained in those positions until the firm was sold. In 1987, Mr. Altman joined The Blackstone Group as vice chairman, head of its merger and acquisition advisory business and a member of its investment committee. Mr. Altman also had primary responsibility for Blackstone’s international business. Beginning in January 1993, Mr. Altman returned to Washington to serve as Deputy Secretary of the U.S. Treasury for two years.

Mr. Altman is a Trustee of MIT and is a Trustee of New York Presbyterian Hospital, serving on its Finance Committee. He is a Director of New Visions for Public Schools and is a member of the Council on Foreign Relations. He received an A.B. from Georgetown University and an M.B.A. from the University of Chicago.

Richard I. Beattie is Senior Chairman of Simpson Thacher & Bartlett LLP, a position he has held since 2004. Mr. Beattie has been a partner of Simpson Thacher since 1977 and had served as Chairman of the Executive Committee of that firm from 1991 to 2004. Mr. Beattie specializes in counseling boards of directors and non-management directors on governance issues, investigations and litigation involving corporate officers and other crisis situations. He also specializes in mergers and acquisitions and leveraged buyouts.

Mr. Beattie also has a distinguished record of public service, including serving as General Counsel of the Department of Health, Education and Welfare during President Carter’s administration and as a Senior Advisor to the Secretary of State for Reorganization Issues in 1997 during President Clinton’s administration. From 1995 to 1997, Mr. Beattie served as President Clinton’s Emissary for Cyprus.

Mr. Beattie is a member of the Council on Foreign Relations, the Board of Overseers and Managers of Memorial Sloan-Kettering Cancer Center and the Board of Managers of Memorial Hospital for Cancer and Allied Diseases. Mr. Beattie is also a member of the board and founder of New Visions for Public Schools. Mr. Beattie joined Simpson Thacher in 1968 after graduating from the University of Pennsylvania Law School. Prior to law school, he served four years in the Marine Corps as a jet pilot after graduating from Dartmouth College in 1961.

Pamela G. Carlton was appointed to our Board on October 22, 2019. After 22 years as an investment banker on Wall Street, Ms. Carlton launched Springboard – Partners in Cross Cultural Leadership, LLC where she has been President since 2003. In addition in 2014, Ms. Carlton co-founded The Everest Project research initiative focused on women leading change and innovation in corporate America. Ms. Carlton retired as a Managing Director and Associate Director of U.S. Equity Research at JPMorgan Chase in May 2003, having also served as Director of U.S. Equity Research for Chase Asset Management from 1996 to 1999. Prior to JPMorgan Chase, Ms. Carlton was an investment banker with Morgan Stanley for 14 years in corporate finance and capital markets. While at Morgan Stanley, she was also Co-Director of U.S. and Latin America Equity Research. Ms. Carlton began her career as a corporate attorney at Cleary Gottlieb Steen & Hamilton.

Ms. Carlton also serves on the following Boards: Columbia Threadneedle Investments mutual funds (which includes Tri-Continental Corporation and Columbia Seligman Premium Technology Growth closed-end funds) where she chairs the Governance Committee; Apollo Commercial Real Estate Finance, Inc. where she chairs the Nominating and Corporate Governance Committee; DR Bank, where she is a member of the Audit Committee; and New York Presbyterian Hospital where she is a member of the Executive Committee and chairs the People Committee. Ms. Carlton is a member of the Women’s Forum of New York. She has served on the Board of Visitors of Yale School of Management, the Board of Visitors of Yale Law School, and the Board of Trustees of Williams College. Ms. Carlton earned a B.A. from Williams College and was elected President of the Phi Beta Kappa Society. She earned a J.D. from Yale Law School and an M.B.A. from Yale School of Management.

Ellen V. Futter has served as the President of the American Museum of Natural History since November 1993. Previously, Ms. Futter served as the President of Barnard College and prior to that was a corporate attorney at the law firm of Milbank (formerly known as Milbank, Tweed, Hadley & McCloy). She also previously served as the Chairman of the Federal Reserve Bank of New York. Ms. Futter is a trustee of Consolidated Edison Company of New York, Inc. and a director of Consolidated Edison, Inc., and is also a member of the board’s Executive Committee and its Safety Environment, Operations and Sustainability Committee. Ms. Futter is also a Trustee of the Brookings Institution, where she chairs the Nominations and Governance Committee and is a member of the board’s Executive Committee, a Governing Trustee at the Memorial Sloan-Kettering Cancer Center, where she serves as a member of the Joint Nominating and Governance Committee and a Trustee of the Gerstner Sloan Kettering Graduate School, and a Director of NYC & Company, where she serves as a member of its Executive Committee. Ms. Futter graduated Phi Beta Kappa, magna cum laude, from Barnard College and earned her J.D. from Columbia Law School.

Gail B. Harris is our Lead Director and serves as Chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee. From April 2020 until April 2021, Ms. Harris was also on the Board of Seacor Holdings Inc., where she served on the Audit Committee and Nominating and Corporate Governance Committee. She was formerly on the Board of Cigna Life Insurance Company of New York, where she was the Lead Director and Chair of the Outside Directors/Audit Committee. In addition, Ms. Harris serves on the boards of several private companies.

Ms. Harris is a member of the Dean’s Advisory Council of Stanford Law School and the Advisory Council of the Freeman Spogli Institute for International Studies at Stanford University. She is also a member of the Council on Foreign Relations. Ms. Harris previously served as a trustee on the Stanford University Board of Trustees, where she chaired the Special Committee on Investment Responsibility, and was a member of the Finance and Audit Committees. Ms. Harris is President Emeritus and a current member of the Board of New York Cares, the largest non-profit for volunteering in New York City.

Ms. Harris began her legal career at Simpson Thacher & Bartlett LLP in 1977 and was a partner in the Corporate Department from 1984 to 1998. She was Of Counsel to Simpson Thacher through June 2011. Ms. Harris has extensive experience in advising boards, general corporate and securities work, joint ventures, partnerships, acquisitions and dispositions. As a result of her experience serving on boards, along with her expertise in corporate governance, Ms. Harris has been a guest speaker on panels and at conferences addressing issues facing directors of public companies and corporate governance. Ms. Harris received an A.B. with distinction from Stanford University in 1974 and a J.D. from Stanford Law School in 1977.

Robert B. Millard formerly served as Chairman of the MIT Corporation, and served on its Executive Committee, until October 2020. Mr. Millard was also formerly a member of the MIT Investment Management Company endowment board. Prior to becoming Chairman of MIT, Mr. Millard served as the Chairman of Realm Partners LLC from 2009 to 2014 and held various senior roles, including Managing Director at Lehman Brothers and its predecessors from 1976 to 2008. Mr. Millard is the Lead Independent Director of the Board of Directors and Chair of the Compensation and Executive Committees of L-3 Communications Corporation. He also served as a director of Weatherford International, Inc. until February 2012 and director of GulfMark Offshore, Inc. until July 2013. He is a current member of the Council on Foreign Relations and serves on its Finance and Budget Committee. Mr. Millard has an M.B.A. from the Harvard Business School and an S.B. from MIT.

Willard J. Overlock, Jr. retired in 1996 from a career in investment banking. Mr. Overlock is a trustee of Rockefeller University and a Special Partner at Cue Ball Capital. Until recently, Mr. Overlock served as a member of the Board of Directors of Becton, Dickinson and Company and chairman of The Albert and Mary Lasker Foundation. He holds an M.B.A. from Columbia Business School and a B.A. from the University of North Carolina.

Sir Simon M. Robertson founded Simon Robertson Associates LLP, offering independent and trusted corporate finance advice to a limited number of major international companies, and has led the firm since its founding in 2005. Prior to founding his own firm, he was a Managing Director and President of Goldman Sachs Europe Limited from 1997 until he retired in 2005. Before joining Goldman Sachs, Sir Simon served various roles at the Kleinwort Benson Group. He joined the Kleinwort Benson Group in 1963, working in most of the businesses of the Kleinwort Benson Group before joining the Corporate Finance Division in 1968. He became Chairman of Kleinwort Benson Group Plc in 1996 and resigned from the Group in 1997.

Sir Simon is a director of several private companies, including Troy Asset Management Limited, Byhiras Group and Immodulon Therapeutics. He has served on the boards of numerous public and private entities in the past, including as Chairman of Rolls-Royce Holdings plc (2005-2013), on the board of Berry Bros & Rudd Ltd (1998-2018), on the board of The Economist Newspaper Ltd. (2005-2017) and on the board of HSBC Holdings plc (2006-2016), where he was Senior Independent Director (2007-2015) and Deputy Chairman (2010-2016). In 2015 he joined the International Advisory Board of Brown Advisory, from which he retired in November 2021. He is a Visiting Professor at King’s College London (Department of Political Economy). He is also a member of the Supervisory Board of LOV Group Invest, an Ambassador of the Winston Churchill Memorial Trust and President of the Légion d’Honneur UK Chapter Limited from which he retired in January 2022. He is now Emeritus President of the Légion d’Honneur UK Chapter Limited. Sir Simon was knighted for services to Business in the Queen’s Birthday Honours list in 2010. He also became an “Officier” of the “Ordre des Arts et des Lettres” in 2011 and “Officier” de la Légion d’Honneur in 2014.

John S. Weinberg has served as Chairman of the Board and CEO of Evercore since February 25, 2022. Prior to this February, Mr. Weinberg served as Co-Chairman of the Board and Co-CEO along with Mr. Schlosstein since July 2020, and as Chairman of the Board from November 2016 until July 2020. Prior to joining Evercore, Mr. Weinberg was Vice Chairman of Goldman Sachs Group from 2006 to 2015, was Co-Head of Global Investment Banking from 2002 until 2015 and served on its Management Committee from 2002 to 2015. Mr. Weinberg joined Goldman Sachs in 1983 as an Associate and was promoted to Partner in 1992.

Mr. Weinberg is a board member of Ford Motor Company, New York-Presbyterian Hospital, the Cystic Fibrosis Foundation and Middlebury College. Mr. Weinberg received a B.A. from Princeton University in 1979 and in 1983 earned an M.B.A. from Harvard Business School.

William J. Wheeler is a Vice Chairman of Athene Holding Ltd. Previously he served as President of Athene from 2015 to 2022. Prior to joining Athene, Mr. Wheeler was President of the Americas group for MetLife Inc., where he oversaw the insurance and retirement business in the United States and Latin America. Previously, Mr. Wheeler had been Executive Vice President and Chief Financial Officer at MetLife. Prior to joining MetLife, Mr. Wheeler was an investment banker at Donaldson, Lufkin & Jenrette. Mr. Wheeler has an A.B. from Wabash College, where he is now a member of the board of trustees, and an M.B.A. from Harvard Business School. He also serves on the boards of Athora Holding Ltd., Venerable Holdings, Inc. and the American Council of Life Insurers.

Sarah K. Williamson has served as the Chief Executive Officer of FCLTGlobal, a not-for-profit organization dedicated to encouraging long-term behaviors in business and investment decision making, since July 2016. Ms. Williamson previously spent over 21 years at Wellington Management Company LLP, where she was most recently a Partner and Director of Alternative Investments. During her tenure at Wellington, Ms. Williamson served on a number of firm boards and committees, including on the Trust Investment Committee, as the Chair of the Wellington Trust Company, NA., and as the founding chair of the Diversity Committee. Ms. Williamson received her B.A. in economics, with honors, from Williams College in 1984 and earned an M.B.A., with distinction, from Harvard Business School in 1989.

Qualifications of Nominees Considered by the Board

When considering whether director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Nominating and Corporate Governance Committee and the Board focused primarily on the information discussed in each director’s individual biography set forth above and the qualifications described below.

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With regard to Mr. Altman, the Board considered his position as a founder and his experience as CEO, his extensive knowledge of our industry and his investment banking and government experience prior to founding Evercore.

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With regard to Mr. Beattie, the Board considered his leadership experience at Simpson Thacher and his legal experience counseling boards on governance issues, his experience advising multinational companies on a wide range of business transactions and his experience serving on other boards.

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With regard to Ms. Carlton, the Board considered her extensive investment banking, financial markets and equity research leadership experience, and her prominent role in advising organizations on inclusive leadership and diversity. The Board also considered Ms. Carlton’s service on other boards.

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With regard to Ms. Futter, the Board considered her management and operations experience leading major New York not-for-profit entities that provide services to the public, her legal and financial experience, as well as her prior service on other public company boards.

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With regard to Ms. Harris, the Board considered her legal experience representing investment banks and multinational companies on a wide range of business transactions and corporate governance matters, evaluating and forming complex legal structures and arrangements with respect to acquisitions, joint ventures and mergers, and her director experience.

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With regard to Mr. Millard, the Board considered his extensive investment and financial management experience, including his prior leadership experience as Chairman of MIT and his prior service as the managing partner of Realm Partners LLC, his experience serving on other boards, and his experience with financial and compensation matters.

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With regard to Mr. Overlock, the Board considered his extensive experience in investment banking and in managing financial institutions and his experience on other boards.

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With regard to Sir Simon Robertson, the Board considered his extensive investment banking and financial markets experience, as well as his experience serving on other boards of financial and other companies. We also believe that Sir Simon’s international background will add to the diversity of our Board, especially since he has spent the majority of his career working outside the United States and has significant experience working in France, Germany, and the United Kingdom.

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With regard to Mr. Weinberg, the Board considered his services as our Chairman of the Board and CEO, his leadership experience at Goldman Sachs, his relationships with a number of leading companies, his extensive knowledge of our industry and his investment banking experience.

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With regard to Mr. Wheeler, the Board considered his executive leadership experience and experience as chief financial officer at a large multinational public company and his experience with financial institutions and, in particular, insurance companies.

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With regard to Ms. Williamson, the Board considered her extensive experience in the investment management industry, as well as her management and leadership experience as CEO of a non-profit organization and her familiarity with institutional investors’ approach to company performance, sustainability and corporate governance.

Board Recommendation

Our Board of Directors unanimously recommends a vote “FOR” the election of each of Roger C. Altman, Richard I. Beattie, Pamela G. Carlton, Ellen V. Futter, Gail B. Harris, Robert B. Millard, Willard J. Overlock, Jr., Sir Simon M. Robertson, John S. Weinberg, William J. Wheeler and Sarah K. Williamson, each of whom has also been recommended by our Nominating and Corporate Governance Committee, which is comprised exclusively of independent directors.

Unless authority to vote for one or more of the nominees is specifically withheld or authority to vote against one or more of the nominees is given according to the instructions in your signed proxy card or Notice, the proxies named in the enclosed proxy card will be voted “FOR” the election of Messrs. Altman, Beattie, Millard, Overlock, Weinberg, and Wheeler, Mses. Carlton, Futter, Harris and Williamson, and Sir Simon Robertson. Our Board does not contemplate that any of the nominees will be unable to serve as a director, but if that contingency should occur prior to the Annual Meeting, the persons named as proxies in the enclosed proxy card will have the right to vote for such substitute nominee or nominees as they, in their discretion, may determine.

Majority Voting Policy

Our Board and management regularly monitor and discuss developments in corporate governance practices, and value the views of our shareholders on governance matters. Following discussions with several of our larger investors, our Board, upon the recommendation of our Nominating and Corporate Governance Committee, added a director resignation policy to our Corporate Governance Principles dealing with the situation where a director nominee fails to receive majority support in an uncontested election. Under this policy, any nominee in an uncontested election who does not receive a greater number of “for” votes than “withhold” votes shall promptly tender his or her resignation following certification of the vote. The Nominating and Corporate Governance Committee shall consider the resignation offer and shall recommend to the Board the action to be taken. Any director whose resignation is under consideration shall not participate in the Nominating and Corporate Governance Committee recommendation regarding whether to accept the resignation. The Board shall take action within 90 days following certification of the vote, and the Company will promptly disclose the Board’s decision and the reasons therefor, in a press release or Form 8-K furnished to the SEC. Our Corporate Governance Principles are available on our website at www.evercore.com.

EXECUTIVE OFFICERS

Set forth below are biographical summaries of our executive officers as of April 22, 2022. Each of our executive officers serves at the discretion of our Board without specified terms of office.

See “PROPOSAL 1—Election of Directors” above (on page 22) for information about Messrs. Altman and Weinberg.

Edward S. Hyman (77) is Chairman of Evercore ISI and Vice Chairman of Evercore. Prior to joining Evercore ISI in October 2014, Mr. Hyman was the Chairman and Founder of ISI Group, LLC and ISI Inc. Prior to forming both of these companies in 1991, Mr. Hyman was Vice Chairman and a member of the Board of C.J. Lawrence Inc., which he joined in 1972. He was an economic consultant at Data Resources, Inc. from 1969 to 1971. Mr. Hyman is a board member of China Institute and is a member of the Advisory Committee for The New York Public Library’s Financial Services Leadership Forum. He also serves on the Finance Committee of Bowdoin College and is a member of the Economic Club of New York. Mr. Hyman earned a B.S. in Engineering from the University of Texas in 1967 and received his M.B.A. from MIT in 1969.

Jason Klurfeld (49), General Counsel and Corporate Secretary, is responsible for our legal and compliance functions. Prior to joining us in June 2011, Mr. Klurfeld was a corporate and transactional attorney, focusing primarily on mergers, acquisitions, financings, strategic investments and other matters at Sullivan & Cromwell LLP in New York from 2006 to 2011 and at Skadden Arps, Slate, Meagher & Flom LLP in Washington, D.C. from 2004 to 2006. Prior to that, he served in government as an aide to New York Senator Daniel Patrick Moynihan. Mr. Klurfeld earned a B.A. in economics from Hamilton College, a Masters in History from Oxford University (St. Antony’s College) and a J.D. from the University of Pennsylvania.

Celeste Mellet (45), CFO, is a Senior Managing Director and Executive Vice President of Evercore. She is responsible for Evercore’s financial, strategy, tax, information technology and facilities functions. She joined the firm in July 2021 and was appointed CFO in September 2021. Prior to joining Evercore, Ms. Mellet was Fannie Mae’s executive vice president and chief financial officer responsible for financial management functions, including capital management, controllers, financial reporting, procurement, financial planning and analysis, treasury, asset/liability and liquidity management. She also led corporate strategy involving strategic planning and economic research and managed relationships with external stakeholders, such as government and regulatory entities, analysts, banks and the fixed-income and mortgage industries. Before her tenure at Fannie Mae, she spent nearly 18 years at Morgan Stanley, last serving as global treasurer. She was also the head of investor, creditor and counterparty relations. Previously, as an equity research analyst, she covered financials, gaming and lodging, and media. She began her career as an investment banker at BT Alex Brown. Ms. Mellet serves as the vice president of the Board of Trustees of the Lawrenceville School. She earned her B.A. in economics from Princeton University.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and any persons who beneficially own more than 10% of our stock, to file with the SEC initial reports of ownership and reports of changes in ownership in our stock. Such persons are required by SEC regulations to furnish to us copies of all Section 16(a) forms they file. As a matter of practice, our administrative staff assists our directors and officers in preparing and filing such reports with the SEC.

To our knowledge, based solely on our review of copies of the reports received by us and written representations by these individuals that no other reports were required since January 1, 2021, except as previously disclosed, all such filings under Section 16(a) were timely filed.

RELATED PERSON TRANSACTIONS AND OTHER INFORMATION

Tax Receivable Agreement

Limited partnership units in Evercore LP are held by, among others, current and former SMDs who provided services to our predecessor entities prior to our 2006 initial public offering, which includes Mr. Altman. Limited partnership units in Evercore LP may be exchanged for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Evercore LP has made and intends to make an election under Section 754 of the Code effective for each taxable year in which an exchange of limited partnership units for shares occurs, which may result in an adjustment to the tax basis of the assets owned by Evercore LP at the time of an exchange of limited partnership units. The exchanges have resulted and may in the future result in increases in the tax basis of the tangible and intangible assets of Evercore LP that otherwise would not have been available. These increases in tax basis increased and in the future would increase (for tax purposes) amortization and, therefore, reduce the amount of tax that we would otherwise be required to pay.

In connection with our IPO, we entered into a tax receivable agreement with certain of our current and former SMDs who were partners prior to our IPO and held Class A limited partnership units, including Mr. Altman, that provides for the payment by us to an exchanging Evercore partner of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize as a result of these increases in tax basis. We retain the economic benefit of the remaining 15% of cash savings, if any, of the tax benefits that we realize. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Evercore LP as a result of the exchanges and had we not entered into the tax receivable agreement. The term of the tax receivable agreement will continue until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the tax receivable agreement for an amount based on agreed payments remaining to be made under the agreement. In certain circumstances, we sold shares of Class A common stock in public offerings and used such cash consideration to acquire Evercore LP limited partnership units, which resulted in substantially similar rights and benefits under the tax receivable agreement as an exchange of Evercore LP limited partnership units for shares of Class A common stock.

While the actual amount and timing of any payments under this agreement will vary depending upon a number of factors, including the timing of exchanges, the extent to which such exchanges are taxable, the change in tax rates and the amount and timing of our income, we expect that, as a result of the size of the increases of the tangible and intangible assets of Evercore LP attributable to our interest in Evercore LP, during the expected term of the tax receivable agreement, the payments that we may make to such SMDs could be substantial. Although we are not aware of any issue that would cause the Internal Revenue Service to challenge a tax basis increase, we are not entitled to reimbursement for any payments previously made under the tax receivable agreement.

As a result of the acquisition of Evercore LP limited partnership units by Evercore since the IPO, certain SMDs, including certain executive officers, became entitled to payments under the tax receivable agreement. During 2021, Mr. Altman (including estate planning vehicles and/or trusts for which Mr. Altman disclaims beneficial ownership) received payments pursuant to the tax receivable agreement of $1,480,497.

Registration Rights Agreements

In connection with the IPO, we entered into a registration rights agreement with certain of our current and former SMDs who were partners prior to the IPO, pursuant to which we may be required to register the resale of shares of our Class A common stock held by certain current and former SMDs, including Mr. Altman, upon exchange of certain limited partnership units of Evercore LP held by such SMDs. The holders of these registration rights may require us to register the sale of their shares of Class A common stock

and to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, such registration rights agreements provide for certain piggyback registration rights in connection with registered offerings of our common stock.

In addition, in connection with our acquisition of ISI, we granted registration rights to the former owners of ISI, including Mr. Hyman, requiring us to file a shelf registration statement covering the resale of shares of our Class A common stock received by them upon exchange of certain limited partnership units of Evercore LP, and giving Mr. Hyman certain piggyback registration rights in connection with registered offerings of our common stock.

Relationship with Our Former Private Equity Funds

Glisco

In 2016, the Company and the principals of its Mexican private equity business entered into an agreement to transfer ownership of its Mexican private equity business and related entities to Glisco Partners Inc. (“Glisco”), which assumed all responsibility for the management of the existing funds Glisco II and Glisco III (formerly Evercore Mexico Capital Partners II and III, respectively). Glisco is controlled by the principals. These principals ceased to be employed by Evercore following this transaction. Pursuant to the terms of the transaction, the Company will receive a fixed percentage of the management fees earned by Glisco for a period of up to 10 years, as well as a portion of the carried interest in the next two successor funds. The Company committed to invest capital in those successor funds consistent with the level of carried interest it owns and will retain its carried interest and its capital interests in the existing funds. The Company is entitled to 20% of the carried interest in such successor funds. In conjunction with this transaction, the Company entered into a transition services agreement to provide operational support to Glisco.

Following this transaction, the Company ceased to have a general partner’s interest in and deconsolidated GCP II and III (formerly Evercore Mexico Partners II and III), the general partners of Glisco II and Glisco III, respectively, and related subsidiaries. Evercore LP, through its subsidiaries, maintained an interest in the general partner of Glisco II and Glisco III and is entitled to (i) 50% of the carried interest realized from Glisco II and 45% of the carried interest realized from Glisco III and (ii) as an indirect investor in Glisco II and Glisco III, gains (or losses) on investments made by Glisco II and Glisco III based on the amount of capital that Evercore LP or its subsidiaries contributed or subsequently funded. For Glisco II and Glisco III, we will include as consolidated revenue all realized and unrealized carried interest earned by the general partners of Glisco II and Glisco III, although a portion of the carried interest is allocated to employees, and such amounts are recorded as compensation expense.

Carried interest entitles the general partners of Glisco II and Glisco III to a specified percentage of net investment gains that are generated on the capital invested by third-party investors in Glisco II and Glisco III. The general partners of each of Glisco II and Glisco III are entitled to a carried interest that allocates them 20% of the net investment gains realized on capital invested in Glisco II and Glisco III by third-party investors. Each of Glisco II and Glisco III includes a performance hurdle which requires them to return 8%, compounded annually, to third-party investors prior to the general partners receiving their 20% share of net profits realized by the third-party investors. The ultimate values of carried interest with respect to Glisco II and Glisco III are not determinable until the investments have been fully divested or otherwise monetized by the relevant fund, a process that can take many years. For Glisco II and Glisco III, carried interest is allocated on a fund-wide basis rather than on an investment-by-investment basis, and the vesting of carried interest for Glisco II and Glisco III is tied to the formation of the fund and other vesting thresholds. No carried interest will be paid to employees until such time as the carried interest is actually received by the general partners of Glisco II and Glisco III. Carried interest for Glisco II and Glisco III is subject to vesting, generally over a period of four years, and may only be transferred under limited circumstances.

Transactions with Our Mexican Private Equity Investments

Our investments in Glisco II and Glisco III as of December 31, 2021 were as follows:


Mexico Private Equity Funds	Investments in Private Equity Funds
Glisco II	$	2,379,240
Glisco III	$	807,547

The investment period has lapsed for Glisco II and Glisco III.

Certain employees and current and former SMDs, including Messrs. Schlosstein and Walsh, have also invested (either directly or through estate planning vehicles) their own capital through the general partners. For 2021, there were no contributions or receipt of proceeds from the Mexico Private Equity Funds for our executive officers, and no payments in respect of carried interest received by the general partner of the Mexico Private Equity Funds.

Relationship with Trilantic

We formed a strategic alliance with Trilantic to pursue private equity investment opportunities with Trilantic and to collaborate on the future growth of Trilantic’s business in 2010 and expanded our relationship on April 22, 2013 through a supplement agreement. As part of the original agreement and the supplement, we agreed to use commercially reasonable efforts to source investment opportunities for Trilantic IV and Trilantic V, and Trilantic agreed to use commercially reasonable efforts to refer to us mergers and acquisitions advisory services or restructuring advisory services from time to time with respect to selected portfolio companies of these Trilantic Funds.

In exchange for 500,000 Evercore LP limited partnership units that were later converted into 500,000 shares of our Class A common stock and sold, we received a minority economic interest in Trilantic and the right to invest in Trilantic’s current and future private equity funds, beginning with Trilantic IV. In connection with the issuance of such limited partnership interests in Trilantic, we became a limited partner of Trilantic and are entitled to receive 10% of the aggregate amount of carried interest in respect of all of the portfolio investments made by Trilantic IV, up to $15 million. In addition, we committed $5 million of the total capital commitments of Trilantic V. As of December 31, 2021, the carrying value of our investment in Trilantic IV was $83,247 and the carrying value of our investment in Trilantic V was $2,938,217.

Separately, certain of our SMDs (either directly or through estate planning vehicles) have committed to invest up to $15 million in Trilantic V. In 2021, Messrs. Schlosstein and Walsh made contributions to Trilantic V of $59,305 and $9,675, respectively, and received distributions of $612,883 and $99,981, respectively.

We and our affiliates are passive investors and do not participate in the management of any Trilantic-sponsored funds.

Evercore LP Partnership Agreement

We operate our business through Evercore LP and its subsidiaries and affiliates. As the general partner of Evercore LP, we have unilateral control over all of the affairs and decision making of Evercore LP. As such, we, through our officers, are responsible for all operational and administrative decisions of Evercore LP and the day-to-day management of Evercore LP’s business. Furthermore, we cannot be removed as the general partner of Evercore LP without our approval.

Distributions

Pursuant to the Partnership Agreement of Evercore LP, we have the right to determine when distributions will be made to the partners of Evercore LP and the amount of any such distributions. If we authorize a distribution, such distribution will be made (1) in the case of a tax distribution (as described below), to the holders of limited partnership units and interests in proportion to the amount of taxable income of Evercore LP allocated to such holder, (2) in the case of the distributions in respect of the Class L Interests, to such holders as determined by the Compensation Committee on behalf of the Company, in accordance with the terms of the applicable subscriptions agreements, as described below under “—Employment Agreements and Awards,” and (3) in the case of other distributions, pro-rata in accordance with the percentages of the holders’ respective limited partnership units (provided that holders of Class I-P and K-P units and Class L Interests are not entitled to distributions).

The holders of limited partnership units and interests in Evercore LP will incur U.S. federal, state and local income taxes and foreign taxes on their proportionate share of any net taxable income of Evercore LP. Net profits and net losses of Evercore LP will generally be allocated to its partners pro-rata in accordance with the percentages of their respective limited partnership units and interests. The Partnership Agreement provides for cash distributions to the partners of Evercore LP if we determine that the taxable income of Evercore LP will give rise to taxable income for its partners. In accordance with the Partnership Agreement, we intend to cause Evercore LP to make cash distributions to the holders of limited partnership units and interests of Evercore LP for purposes of funding their tax obligations in respect of the income of Evercore LP that is allocated to them. Generally, these tax distributions will be computed based on our estimate of the net taxable income of Evercore LP allocable to such holder of limited partnership units and interests multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the non-deductibility of certain expenses and the character of our income).

For 2021, Messrs. Altman, Hyman and Schlosstein (including estate planning vehicles and/or trusts for which they disclaim beneficial ownership of) received $1,711,236, $6,747,241, and $3,670, respectively, as regular distributions on limited partnership units. In addition, certain of our NEOs received as distributions on the Class L Interests held by them the amounts described in the “Bonus” column of the Summary Compensation Table on page 59.

Dissolution

Evercore LP may be dissolved only upon the occurrence of certain unlikely events specified in the Partnership Agreement. Upon dissolution, Evercore LP will be liquidated and the proceeds from any liquidation shall be applied and distributed in the following order:

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First, to pay the debts, liabilities and expenses of Evercore LP;

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Second, as reserve cash for contingent liabilities of Evercore LP; and

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Third, pro-rata in respect of all partnership units, as set forth in Section 9.03 of the Partnership Agreement.

Use of Corporate Aircraft

For security, safety and health reasons, our Board adopted a policy requiring our Senior Chairman and Chief Executive Officer to use business aircraft for certain business air travel to the extent practical (which, in 2021, applied to our Co-Chairmen and Co-Chief Executive Officers).

While the primary use of business aircraft is for business purposes, because of the benefit afforded to us in terms of security and productivity while traveling for personal reasons, we allow Messrs.

Altman, Weinberg and Schlosstein to use the aircraft for personal travel, when the aircraft are not being used for Company business. Under these arrangements, Messrs. Altman, Weinberg and Schlosstein must reimburse us for an amount equal to or exceeding the incremental cost associated with their personal use of the aircraft, which generally reimburse us for the full incremental costs and a pro-rata share of the fixed costs. Mr. Weinberg did not use the aircraft for personal travel in 2021, and Messrs. Altman and Schlosstein reimbursed us for their personal use of the aircraft in 2021 in amounts equal to $605,675 and $568,546, respectively, which generally included the full incremental costs and a pro-rata share of the fixed costs, and which in all cases equaled or exceeded the incremental costs associated with such use. Depending on the nature of the aircraft and applicable regulatory guidelines, the required amount of reimbursement was calculated by assessing either (i) the maximum amount of reimbursement allowed by Federal Aviation Administration rules (including enumerated direct costs such as fuel, crew travel expenses, landing fees, flight planning and an additional amount equal to 100% of fuel costs) or (ii) 100% of the costs charged to the Company by certificated air carriers/fractional program operators for personal flights, including a proportionate share of the annual management fees (where applicable). In addition, on limited occasion, we have allowed a business-related flight to deviate and land at an airport other than its destination to drop-off or pick-up a non-business traveler, without such change in destination being treated as an incremental cost.

Transactions with Other 5% Shareholders

From time to time, we engage in ordinary course transactions with entities or affiliates of entities that are the beneficial owner of more than 5% of our outstanding common stock. For example, BlackRock and Vanguard are clients of our Institutional Equities business. All of our transactions with these 5% holders and their affiliates were arms-length transactions entered into in the ordinary course of business, with management and other fees based on the prevailing rates for non-related persons.

Ordinary Course Transactions with Executive Officers and Directors

From time to time, certain executive officers, directors and other affiliates of ours, their family members, and related business organizations or charitable foundations may utilize our services as customers in the ordinary course of our business, such as by holding investments in various Evercore Wealth Management investment vehicles or accounts or by purchasing research services from our equity sales, trading and research business, Evercore ISI. These products and services are offered and provided in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions for similarly situated customers. For certain types of products and services offered by Evercore Wealth Management, certain of our executive officers and other affiliates receive or may be eligible to receive discounts that are available to our employees or SMDs generally.

Policy Regarding Transactions with Related Persons

Our Related Person Transaction Policy, which is available on our website at www.evercore.com under the “For Investors” link, requires that Related Person Transactions (defined below) must be approved or ratified by the Nominating and Corporate Governance Committee of the Board unless they have been deemed pre-approved. In determining whether to approve or ratify a Related Person Transaction, the Nominating and Corporate Governance Committee will take into account, among other factors it deems appropriate, whether the Related Person Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction. Under the policy, certain Related Person Transactions are pre-approved, including routine commercial transactions in the ordinary course or transactions that are approved by other committees of the Board. A “Related Person” is any of our executive officers, directors or director nominees, any shareholder owning at least 5% of our stock, or any immediate family member of any of the foregoing persons. A “Related Person Transaction” means any financial transaction, arrangement or relationship or series of similar financial transactions, arrangements or relationships involving more than $120,000 in which we are a participant and in

which a Related Person has a direct or indirect material interest. All Related Person Transactions were approved in accordance with our Related Person Transaction Policy, other than those discussed under “—Tax Receivable Agreement” on page 29, “—Registration Rights Agreements” on page 29, “—Relationship with Our Former Private Equity Funds” on page 30 and “—Evercore LP Partnership Agreement” on page 31, which were undertaken prior to the adoption of the policy.

CORPORATE GOVERNANCE

Director Independence

General

Pursuant to the General Corporation Law of the State of Delaware, the state in which we are organized, and our Amended and Restated Bylaws, our business, property and affairs are managed by or under the direction of our Board. Members of our Board are kept informed of our business through discussions with our executive officers and other officers, by reviewing materials provided to them by management and by participating in meetings of the Board and its committees.

NYSE and SEC Requirements

Under the NYSE’s corporate governance rules, no director qualifies as independent unless our Board affirmatively determines that the director has no “material relationship” with us, either directly or as a partner, shareholder or officer of an organization that has a relationship with us. Under NYSE rules, directors who have relationships covered by one of five bright-line independence tests established by the NYSE may not be found to be independent. In addition, audit committee members are subject to heightened independence requirements under NYSE rules and Rule 10A-3 under the Exchange Act. NYSE rules require that in affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to us that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member.

Corporate Governance Principles and Categorical Independence Standards

In order to provide guidance on the composition and function of our governing body, our Board adopted our Corporate Governance Principles, which include, among other things, our categorical standards of director independence. The complete version of our Corporate Governance Principles is available on our website at www.evercore.com under the “For Investors” link. We will provide a printed copy of the Corporate Governance Principles to any shareholder who requests them by contacting Investor Relations. These categorical independence standards establish certain relationships that our Board, in its judgment, has deemed to be material or immaterial for purposes of assessing a director’s independence. In the event a director maintains any relationship with us that is not specifically addressed in these standards, the Board will determine whether such relationship is material.

The Board has determined that the following relationships should not be considered material relationships that would impair a director’s independence: (1) relationships where a director, or an immediate family member of the director, is an executive officer or director of another company in which we beneficially own less than 10% of the outstanding voting shares of that company; (2) relationships where a director, or an immediate family member of that director, serves as an executive officer, director or trustee of a charitable organization, and our annual charitable contributions to the organization (excluding contributions by us under any established matching gift program) are less than the greater of $1,000,000 or 2% of that organization’s consolidated gross revenues in its most recent fiscal year; and (3) relationships where a director is a current employee, or such director’s immediate family member is a current executive officer, of another company that has made payments to, or received payment from, us for property or services in an amount which, in any of the preceding three fiscal years, did not exceed the greater of $1,000,000 or 2% of the consolidated gross revenues of such other company.

Our Corporate Governance Principles also provide, among other things, that all non-management directors must notify the Board of his or her retirement, change in employer and any other significant change in the director’s principal professional occupation or roles and responsibilities and, in

connection with any such change, tender his or her resignation from the Board (and the applicable Board committees) for consideration by the Board. The Board would then consider the continued appropriateness of Board membership under the new circumstances and the action, if any, to be taken with respect to such resignation.

Evaluations of Director Independence

The Nominating and Corporate Governance Committee undertook its annual review of director independence and reviewed its findings with our Board. During this review, our Board considered transactions and relationships between each director, or any member of his or her immediate family, and us, our subsidiaries and affiliates, including those reported under “Related Person Transactions and Other Information” above (on page 29). Our Board also examined transactions and relationships between directors or their affiliates and members of our senior management. The purpose of this review was to determine whether any such relationships or transactions compromised a director’s independence.

As a result of this review, our Board affirmatively determined that each of Messrs. Beattie, Millard, Overlock, Wheeler and Wilson, Mses. Carlton, Futter, Harris and Williamson and Sir Simon Robertson is independent under NYSE rules and the categorical standards for director independence set forth in the Corporate Governance Principles. In reaching this determination, the Board considered the fact that Mr. Beattie is a partner of Simpson Thacher, which provides legal services to us and our affiliates. In reaching this conclusion with respect to Mr. Beattie, it was noted that in 2021 payments from us to Simpson Thacher were less than 1% of Simpson Thacher’s revenues. In connection with Mr. Beattie, it was also noted that Simpson Thacher’s partnership income attributed to payments from us in 2021 resulted in less than $10,000 in income to Mr. Beattie.

Our Board has also determined that the members of the Audit Committee and Compensation Committee are also independent under the applicable NYSE and SEC rules mentioned above.

Messrs. Altman and Weinberg are not considered to be independent directors as a result of their employment with us.

Committees of the Board

General

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The following table shows the membership of each of our Board’s standing committees as of April 22, 2022 and the number of in-person and telephonic meetings held by each of those committees during 2021:


Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Richard I. Beattie	—	—	—
Pamela G. Carlton	X	—	X
Ellen V. Futter	—	—	X
Gail B. Harris	X	—	Chair
Robert B. Millard	—	Chair	X
Willard J. Overlock, Jr.	X	X	—
Sir Simon M. Robertson	—	X	X
William J. Wheeler	Chair	X	—
Sarah K. Williamson	X	X	—
Kendrick R. Wilson III(1)	X	—	X
2021 Meetings	8	8	3

(1)

Mr. Wilson will be retiring from the Board at the 2022 Annual Meeting.

Our Board met in full session seven times during 2021. Our Board’s standing committees held a total of 19 additional meetings (eight Audit Committee, eight Compensation Committee and three Nominating and Corporate Governance Committee meetings).

Our Board has adopted a charter for each of the three standing committees that addresses the composition and function of each committee. You can find links to these materials on our website at www.evercore.com under the “For Investors” link, and we will provide a printed copy of these materials to any shareholder who requests it by contacting Investor Relations.

Audit Committee

General. The Audit Committee assists our Board in fulfilling its responsibility relating to the oversight of: (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, (4) the performance of our internal audit function and independent registered public accounting firm and (5) risk management and compliance with our Code of Business Conduct and Ethics.

Financial Literacy and Expertise. Our Board has determined that each of the members of the Audit Committee in 2021 was and in 2022 is “financially literate” within the meaning of the listing standards of the NYSE. In addition, our Board has determined that each of Mr. Wheeler and Ms. Williamson qualifies as an “Audit Committee Financial Expert” as defined by applicable SEC regulations and that each has “accounting or related financial management expertise” within the meaning of the listing standards of the NYSE. The Board reached its conclusion as to Mr. Wheeler’s qualification based on, among other things, his experience as chief financial officer at a large multinational public company, his executive leadership experience and his experience with financial institutions and the Board reached its conclusion as to Ms. Williamson’s qualification based on, among other things, her experience with financial reporting and internal auditing, including with respect to oversight of public accountants.

Compensation Committee

General. The Compensation Committee discharges the responsibilities of our Board relating to the oversight of our compensation programs and compensation of our executives. Each of the members of the Compensation Committee in 2021 was and in 2022 is an “outside director” within the meaning of Section 162(m)

of the Code as in effect during 2017 and a “non-employee director” within the meaning of Exchange Act Rule 16b-3. In fulfilling its responsibilities, the Compensation Committee can delegate any or all of its responsibilities to a subcommittee of the Compensation Committee. For information on the Compensation Committee’s processes and procedures for considering and determining executive and director compensation and the role of executive officers in determining and recommending the amount and form of such compensation, see “Director Compensation” on page 42 and “Compensation Discussion & Analysis” on page 44.

Compensation Committee Interlocks and Insider Participation. During the last fiscal year, each of Messrs. Millard, Overlock and Wheeler, Ms. Williamson and Sir Simon Robertson served as members of our Compensation Committee, and no member of our Compensation Committee during fiscal year 2021 was an employee or officer or former employee or officer of the Company or had any interest in a transaction requiring disclosure under Item 404 of Regulation S-K during fiscal year 2021. None of our executive officers has served as a member of a board of directors or a compensation committee of a board of directors of any other entity which has an executive officer serving as a member of our Board or Compensation Committee, and there are no other matters regarding interlocks or insider participation that are required to be disclosed.

Nominating and Corporate Governance Committee

General. The Nominating and Corporate Governance Committee assists our Board in fulfilling its responsibilities relating to corporate governance by (1) identifying individuals qualified to become directors and recommending that our Board select the candidates for all directorships to be filled by our Board or by our shareholders, (2) overseeing the evaluation of the Board, (3) developing and recommending the content of our Corporate Governance Principles and Code of Business Conduct and Ethics to our Board, (4) overseeing the Company’s adherence to its Core Values, including Diversity, Equity and Inclusion, and the implementation of its Environmental, Social and Governance program, and (5) otherwise taking a leadership role in shaping our corporate governance. In evaluating candidates for directorships, our Board, with the help of the Nominating and Corporate Governance Committee, takes into account a variety of factors it considers appropriate, which may include the following: strength of character and leadership skills; general business acumen and experience; knowledge of strategy, finance, international business, government affairs and familiarity with our business and industry; age; number of other board seats; willingness to commit the necessary time; and whether the nominee assists in achieving a mix of members that represents a diversity of background and experience—all to ensure an active Board whose members work well together and possess the collective knowledge and expertise required to maximize the effectiveness of the Board. Accordingly, although diversity may be a consideration in the Nominating and Corporate Governance Committee’s process, the Nominating and Corporate Governance Committee and the Board do not have a formal policy with regard to the consideration of diversity in identifying director nominees. From time to time, the Nominating and Corporate Governance Committee and the Board have engaged a third-party search firm to assist in identifying potential nominees for our Board.

Shareholder Recommendations for Director Nominations. As noted above, the Nominating and Corporate Governance Committee considers recommendations for nomination to our Board, including nominations submitted by shareholders. Such recommendations should be sent to the attention of our Corporate Secretary. Any recommendations submitted to the Corporate Secretary should be in writing and should include any supporting material the shareholder considers appropriate in support of that recommendation, but must include the information that would be required under the rules of the SEC to be included in a Proxy Statement soliciting proxies for the election of such candidate and a signed consent of the candidate to serve as one of our directors if elected.

The Nominating and Corporate Governance Committee evaluates all potential candidates in the same manner, regardless of the source of the recommendation. Based on the information provided to the Nominating and Corporate Governance Committee, it will make an initial determination whether to conduct a full evaluation of a candidate. As part of the full evaluation process, the Nominating and Corporate Governance

Committee may conduct interviews, obtain additional background information and conduct reference checks of candidates. The Nominating and Corporate Governance Committee may also ask the candidate to meet with management and other members of our Board. When the Nominating and Corporate Governance Committee reviews a potential candidate, the Nominating and Corporate Governance Committee looks specifically at the candidate’s qualifications in light of our needs and the needs of the Board at that time, given the current mix of director attributes. In evaluating a candidate, our Board, with the assistance of the Nominating and Corporate Governance Committee, takes into account a variety of additional factors as described in our Corporate Governance Principles.

Meeting Attendance

During 2021, our Board met in full session seven times, and our Board’s standing committees held a total of 19 additional meetings (eight Audit Committee, eight Compensation Committee and three Nominating and Corporate Governance Committee meetings). Each of our directors attended over 80% of the Board meetings and meetings of the Board committees on which he or she served (during the periods that he or she served). Our policy is that all of our directors, absent special circumstances, should attend our Annual Meeting of Stockholders. All of our then incumbent directors attended our 2021 Annual Meeting of Stockholders.

Executive Sessions, Role of the Chairman of Our Board, CEO and Lead Director

Our Corporate Governance Principles require our non-management directors, all of whom are also independent under applicable regulations and our Corporate Governance Principles, to have at least one meeting per year without management present. We complied with this requirement in 2021, as our non-management directors meet regularly in executive session.

We have no fixed policy with respect to the separation of the offices of the Chairman of the Board and CEO. The Board believes that the separation of the offices of the Chairman of the Board and CEO is best decided on a case-by-case basis from time to time. In 2020, the Board appointed each of Messrs. Weinberg and Schlosstein to serve as Co-Chairman of the Board and Co-Chief Executive Officer. In order to facilitate communications among non-management directors and management and to preside over executive sessions, the Board has selected Ms. Harris to serve as the lead director. As lead director, Ms. Harris is responsible for working with the Chairman and CEO to develop and approve Board agendas and meeting schedules, conducting executive sessions with the non-management members of the Board, leading Board and Committee evaluations and otherwise serving as a liaison amongst our non-management directors.

Under the guidance of the Nominating and Corporate Governance Committee, each year the Board reviews the structure of our Board and its committees as a part of its annual self-evaluation process and, as part of that process, considers, among other things, issues of structure, leadership and oversight needs and skills to guide the company in executing its long-term strategic objectives. The Board is satisfied that its current structure and processes are appropriate.

Effective February 25, 2022, Mr. Weinberg was appointed sole Chairman of the Board and Chief Executive Officer as Mr. Schlosstein stepped down as Co-Chairman of the Board and Co-Chief Executive Officer. Mr. Schlosstein continues to serve as Chairman Emeritus. The Board is also satisfied that this change to the structure is appropriate.

Oversight of Risk Management by the Board

We are exposed to a number of risks, and we regularly identify and evaluate these risks and develop plans to manage them effectively. The Audit Committee is charged with a majority of the risk oversight responsibilities on behalf of the Board (including risk associated with cybersecurity), our Compensation Committee is charged with the oversight responsibility related to our compensation programs and the

Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with human capital, ESG, including diversity, equity and inclusion, board organization, membership and structure and succession planning for our directors. The Audit Committee also works with members of senior management to review our cybersecurity policies and procedures. The Board is aware of the threats presented by cybersecurity incidents (including the increased risk relating to the remote working environment and geopolitical issues) and is committed to preventing and mitigating the effects of any such incidents. The Board and the Audit Committee are updated regularly on cybersecurity matters. Our CFO and General Counsel both report directly to our CEO and meet with the Audit Committee at least four times a year in conjunction with a review of our quarterly and annual periodic SEC filings to discuss important risks we face, highlighting any new risks that may have arisen since they last met. Our CFO and General Counsel update our Audit Committee as to changes in our risks on a periodic basis. In addition, all non-management members of the Board are invited to attend all committee meetings, regardless of whether the individual sits on the specific committee. Outside of formal meetings, Board members have regular access to senior executives, including our CFO and General Counsel.

Each of our business unit leaders is responsible for various aspects of risk management associated with their business, and our executive officers, including our CEO, CFO and General Counsel, also have the primary responsibility for enterprise-wide risk management. Our CFO and General Counsel work closely with members of senior management, including our accounting staff, our internal audit department, our information technology department and our compliance department to monitor and manage risk.

Shareholder Engagement

As we have done in the past, in 2021 we engaged in extensive shareholder outreach. In our meetings and other engagement with shareholders, we primarily discussed feedback on our executive compensation program, financial performance, corporate governance initiatives, use of equity compensation, sustainability and other matters. Please see “Compensation Discussion and Analysis—2021 Say on Pay Vote” on page 57 for more information on our recent engagement efforts, as well as key shareholder feedback provided to us during the engagement process.

We are committed to having an open dialogue, and we proactively engage with shareholders in discussions regarding our objectives. We view an open dialogue with our shareholders as a valuable tool that allows us to better appreciate our shareholders’ perspective. Our senior management frequently meets face-to-face and communicates telephonically with our shareholders. We carefully consider the feedback we receive from our shareholders in meetings and through other communications. We also participate in investor conferences, and we make investor presentations available on our website at www.evercore.com under the “For Investors” link.

Communicating with the Board

Interested parties may communicate directly with our Board, our non-management directors or an individual director by writing to our Corporate Secretary and specifying whether such communication should be addressed to the attention of (1) the Board as a whole, (2) non-management directors as a group or (3) the name of the individual director, as applicable. Communications will be distributed to our Board, non-management directors as a group or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, our Board has requested that certain items that are unrelated to its duties and responsibilities should be excluded, such as spam, junk mail and mass mailings, resumes and other forms of job inquiries, surveys and business solicitations or advertisements.

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request. Any concerns relating to accounting, internal control over financial reporting or auditing matters will be brought to the attention of our Audit Committee. In addition, for such matters, shareholders and others are encouraged to use our hotline discussed below.

Hotline for Accounting, Auditing and Other Matters

As part of the Audit Committee’s role to establish procedures for the receipt of complaints regarding accounting, internal accounting controls or auditing matters, we established a hotline for the anonymous submission of concerns regarding questionable accounting, internal control over financial reporting, auditing matters, and other matters. Communications are distributed to the Board, or to any individual director as appropriate, depending on the facts and circumstances outlined in the communication. Any matters reported through the hotline that involve accounting, internal control over financial reporting, audit matters or any fraud involving management or persons who have a significant role in our internal control over financial reporting will be reported to the Chairman of our Audit Committee.

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics applicable to all of our employees, including our CEO, our CFO, our Controller (or persons performing similar functions) and our Board. You can find a link to our Code of Business Conduct and Ethics on our website at www.evercore.com under the “For Investors” link, and we will provide a printed copy of our Code of Business Conduct and Ethics to any shareholder who contacts Investor Relations and requests a copy. To the extent required to be disclosed, we will post amendments to, or any waivers from, our Code of Business Conduct and Ethics at the same location on our website as our Code of Business Conduct and Ethics.

DIRECTOR COMPENSATION

Our policy is to not pay director compensation to directors who are also our employees. The Board’s non-employee director compensation policies provide for non-management directors to receive a one-time award of RSUs with a value of $50,000 upon initial appointment to the Board, which vest on the second anniversary of the grant date. For 2021, non-management directors also receive an annual retainer and RSU grant, as outlined below.


	($)		Key Payment and Vesting Features
			✓Retainer payable 100% in cash or Class A Common Stock, or 50% in cash and 50% in Class A common stock, at director’s election. ✓Annual RSU grants vest on the first anniversary of the grant date. ✓One-time RSU grants vest on the second anniversary of the grant date.
Annual Compensation:
Retainer		90,000
RSU Grant		90,000
Committee Chairs		20,000
One-Time RSU Grant upon Joining the Board		50,000

The last time the compensation of our non-employee directors was increased was six years ago in 2016. The Board decided not to increase its compensation during the pandemic over the past few years. In early 2022, we worked with F.W. Cook, an independent compensation consultant, to conduct a review of the compensation paid to our non-employee directors. Based on the recommendation of F.W. Cook, and given the large growth in size and complexity of the Company since 2016 and the increased number of Board and Committee meetings, our Board decided that in conjunction with being elected to the Board at this year’s annual meeting of stockholders, non-employee directors should receive an increase in the annual retainer to $125,000 (up from $90,000), and an increase in the annual RSU grant to $125,000 (up from $90,000). In addition, the Board decided to increase the compensation for Committee Chairs to $30,000 (up from $20,000). These amounts were consistent with the recommendations from the independent compensation consultant retained by the Board. The annual retainer will be payable either 100% in cash or common stock, or 50% in cash and 50% in common stock, at the director’s option.

Other Compensation. Non-management directors are further reimbursed for travel and related expenses associated with attendance at Board or committee meetings, as well as expenses for continuing education programs related to their role as members of the Board. For administrative ease in dealing with our transfer agent and our stock plan administrator, equity awards that would otherwise result in fractional shares are rounded up to the nearest whole share.

Details on 2021 RSU Grants. Each non-management director received, upon his or her re-election to the Board on June 17, 2021, an award of 644 RSUs with a value of approximately $90,000, based on the average of the high and low average share price during each day of the 10-trading-day period from June 3, 2021 through June 16, 2021. These RSUs will vest on the first anniversary of the grant date.

Equity Ownership Guideline: 3x Most Recent Annual Retainer. Our Board has also adopted equity ownership guidelines that require our non-management directors to own shares of Class A common stock, including RSUs awarded in connection with service on the Board, shares beneficially owned by his or her immediate family members residing in the same household and shares held in trust for the benefit of the director or his or her immediate family members, with a value equal to or greater than three times the director’s most recently paid annual retainer. Until a director meets the required ownership level, he or she must retain 100% of shares received upon vesting of RSUs (other than shares sold to satisfy tax obligations associated with vesting and delivery of shares) awarded in connection with service on the Board. Compliance with these guidelines may be waived, at the discretion of our Nominating and Corporate Governance Committee, if compliance would create severe hardship for a non-management director or prevent him or her from complying with a court order. It is expected that these instances will be rare and, in these cases, our

Nominating and Corporate Governance Committee will develop alternative ownership guidelines that reflect the intent of these guidelines and the director’s personal circumstances.

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our non-management directors for services rendered to us during 2021.

Director Compensation in 2021


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	Total ($)
Richard I. Beattie	90,000	85,921	175,921
Pamela G. Carlton	90,000	85,921	175,921
Ellen V. Futter	90,000	85,921	175,921
Gail B. Harris	110,000	85,921	195,921
Robert B. Millard	110,000	85,921	195,921
Willard J. Overlock, Jr.	90,000	85,921	175,921
Sir Simon M. Robertson	90,000	85,921	175,921
William J. Wheeler	110,000	85,921	195,921
Sarah K. Williamson	90,000	85,921	175,921
Kendrick R. Wilson III	90,000	85,921	175,921

(1)

The amounts reflected in the Stock Awards column represent the grant date fair value of the awards made during 2021, as computed in accordance with FASB ASC Topic 718. The grant date fair value of the awards reflected in the table above is based on the average of the high and low trading price of the Class A common stock on the date of grant, which would be June 17, 2021 ($133.42) for the annual RSUs award granted to all directors. For non-management directors, the grant date fair value of the annual RSU awards differs from $90,000 because the number of RSUs granted to directors was determined based on the average of the high and low average share price during each day of the 10-trading-day period from June 3, 2021 through June 16, 2021 ($139.93). As of December 31, 2021, each of the directors listed above held 644 unvested RSUs, which vest on June 17, 2022.

COMPENSATION DISCUSSION & ANALYSIS

The following discussions and tables provide summary information concerning compensation for our NEOs, who for 2021 are: Messrs. Altman, Weinberg, Schlosstein, Mellet, Walsh, Hyman and Klurfeld.

Introduction

Our executive compensation program reflects the Company’s commitment to pay for performance. Executives that serve in our business units, including those that are NEOs, are paid largely on their contribution to our success and the success of their respective business units, motivating them to conduct the business in a manner that produces superior results over the long term.

Consistent with our commitment to pay for performance, the Compensation Committee considered the Company’s record Adjusted Net Revenues,* Adjusted EPS* and Adjusted Net Income.* The Compensation Committee also considered the accomplishment of the Company’s capital return and strategic objectives, and the promotion of and adherence to our Core Values, including as they relate to sustainability and to our diversity, equity and inclusion initiatives.

The following sections provide an overview of 2021 performance, compensation and incentive highlights, say on pay results and our related shareholder outreach efforts.

Overview of Organization and Key Considerations

2021
Performance
(see page 46)

Delivering strong financial results

✓ Record Adjusted Net Revenues* for 2021 of $3.32 billion, an increase of 43% from 2020

✓ Adjusted EPS* of $17.50 and Adjusted Net Income* of $843.2 million, an increase of 82% and 83%, respectively, from 2020

✓ Record Adjusted Operating Margin* of 34.3% for 2021, an increase of 685 basis points from 2020

Creating value for shareholders

✓ 5 Year TSR of 67% demonstrates long-term positive growth in our share price

Returning significant capital to shareholders

✓ $852.3 million returned to shareholders during the year through dividends and equity repurchases

Adjusted Net Revenues, Adjusted EPS, Adjusted Net Income and Adjusted Operating Margin are non-GAAP measures. See Annex A for further information and a reconciliation to U.S. GAAP amounts.

Compensation
of Named
Executives

(see page 49)

Links pay to performance and promotes alignment with shareholders

✓ NEO compensation reflects our strong performance in 2021 and the growth in key operating metrics

✓ No increases to base salaries for our NEOs since they became executive officers, and base salary continues to represent a relatively small share of total annual compensation

✓ No guaranteed bonuses for any of our NEOs except Ms. Mellet

✓ 50% of 2021 NEO incentive compensation awarded in RSUs, which are unvested and are delivered over four years, consistent with market practice

✓ Formal equity ownership guidelines and clawback and anti-hedging policies

2021 Say on Pay
Vote and
Shareholder
Engagement
(see page 57)

Shareholder Engagement and Key Shareholder Feedback

✓ The proxy advisors and our shareholders have historically supported our executive compensation program. We believe this is due to the Company’s exemplary business performance and a close alignment between performance and pay

✓ Our executive compensation program has not changed in any material way since last year, when our shareholders supported our Say on Pay proposal at approximately the 92% level

✓ We believe, as evidenced by the results of our Say on Pay vote and shareholder outreach, that our shareholders support our executive compensation program

2021 Performance

As discussed throughout this Compensation Discussion and Analysis, in determining NEO compensation for 2021, our Compensation Committee considered the record financial results achieved by the Company, the accomplishment of several strategic initiatives, the contributions each individual NEO made to the firm and the value created and capital returned to our shareholders, including through dividends and repurchases during 2021. The Compensation Committee also took into account the promotion of and adherence to our core values—Client Focus, Integrity, Excellence, Respect, Diversity, Equity and Inclusion, Investment in People and Partnership—which are critical to our reputation, culture and maintaining a sustainable business with long-term success. The following are highlights of the Company’s 2021 performance.

Delivering Record Financial Results

Adjusted Net Revenues of $3.32 billion*

LOGO

Adjusted Earnings Per Share of $17.50*

LOGO

Adjusted Net Revenues and Adjusted Earnings Per Share are non-GAAP measures. See Annex A for further information and a reconciliation to U.S. GAAP amounts.

Creating Value for Shareholders

Our TSR continue to demonstrate the long-term positive growth in our share price*

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* Peer Group includes Moelis & Company, Houlihan Lokey, PJT Partners, Lazard and Greenhill. TSR is calculated 12/31 to 12/31, assuming reinvestment of dividends. Equal weighted index methodology.

Returning Significant Capital to Our Shareholders

✓

We returned $852.3 million of capital to shareholders during the year through dividends and equity repurchases.

✓

Through December 2021, quarterly dividends have grown over 300% since 2011.

✓

We have carefully managed and offset the dilutive effect of RSUs granted for incentive awards and new hire or replacement awards on a cumulative basis over the past five years, as well as a portion of shares associated with investments and acquisitions.

2021 Compensation and Incentive Highlights

Our pay for performance compensation program is designed to reward performance and align the long-term interests of our executives with those of our shareholders – for example, through our equity ownership guidelines and by prohibiting hedging and pledging by our directors and executive officers. The following are highlights of our 2021 compensation and incentive structure, as determined by our Compensation Committee.

Performance-Based Compensation

✓

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By comparison, the annual incentive awards granted to each our then Co-Chief Executive Officers for 2021 increased by $2.5 million, an increase of 29% from their 2020 annual incentive awards.


Increases to Prior Year Financial Results and Annual Incentive Awards

		2021 (v. 2020)

Adjusted Net Revenue*		43%

Adjusted EPS*		82%

Adjusted Net Income*		83%

Increase in Co-CEO Annual Incentive Awards		29%

SEC Form DEF 14A filed by Evercore Inc.