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

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Securities Exchange Act of 1934

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EVERCORE INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 18, 2024

The Annual Meeting of Stockholders of Evercore Inc. will be conducted online only, via live webcast, on June 18, 2024, 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/EVR2024.


Agenda and Board Recommendations
Proposal		Board Voting Recommendation
1. Election of the 10 nominees named in this proxy statement to serve on our Board of Directors until the 2025 annual meeting		FOR each nominee
2. Non-binding, advisory vote to approve executive compensation of our named executive officers		FOR
3. Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2024		FOR
4. Approval of the Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan		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 19, 2024 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 26, 2024

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 15 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 18, 2024
Prior to May 3, 2024, the Notice of Annual Meeting, Proxy Statement, Form of Proxy and
2023 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 26, 2024

Dear Fellow Shareholder:

On behalf of the Board of Directors, we cordially invite you to our 2024 Annual Meeting of Stockholders to be held online, via live webcast only, on Tuesday, June 18, 2024, at 9:00 a.m., Eastern Time. This Proxy Statement describes Evercore’s 2023 accomplishments, compensation practices and governance highlights for your consideration in connection with the matters to be voted upon at the Annual Meeting.

The past year continued to present a challenging operating environment. Despite these challenges, we served our clients while also investing in and diversifying our business. We hired our largest class ever of Advisory senior managing directors, in addition to promoting seven Advisory managing directors to senior managing directors, and we have expanded our client base and coverage universe. Our competitive positioning and strategic focus have enabled us to hire this new group of exceptional talent. We expect to continue investing meaningfully in our business in 2024.

Our diversified business model has provided us with significant support throughout much of 2023. In addition to our strength in M&A, which has always been core to what we do, we continue to diversify our business and build scale. In 2023, for the fifth consecutive year, more than a third of our revenues came from non-M&A sources. This growth has allowed us to offer our clients a broad set of investment banking services. We continue to fulfill our commitment to offset the dilutive effect of our annual bonus equity awards through our stock repurchase program. To that end, in 2023 we returned $523.5 million to shareholders through dividends and repurchases.

We continue to prioritize and invest in our culture and sustainability efforts, and we remain focused on continuing to create an inclusive culture. In 2023, we hired our firm’s first Chief Diversity Officer, a role that reflects Evercore’s commitment to diversity, equity and inclusion as we work to attract, hire and retain the best talent. We look forward to sharing updates with you in our forthcoming 2024 Sustainability Report.

Finally, I wanted to share that Richard Beattie has informed us that he will be retiring from the Board at the 2024 annual meeting. Mr. Beattie has served Evercore with wisdom and grace during his time on the Board. We thank him for his leadership, his counsel, his moral compass and his commitment to our organization over these years. We wish him only the very best and we are grateful for his dedicated service.

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 critically important to our ability to operate the business consistent with our pay for performance philosophy and compensation model, which promotes alignment between our employees and shareholders. We embrace engagement with our shareholders on an ongoing basis and welcome your 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 10. Thank you for your continued support of Evercore.

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John Weinberg

Chairman of the Board and

Chief Executive Officer

TABLE OF CONTENTS


PROXY SUMMARY			1

GENERAL INFORMATION			9

PROPOSAL 1—ELECTION OF DIRECTORS			17

EXECUTIVE OFFICERS			23

RELATED PERSON TRANSACTIONS AND OTHER INFORMATION			24

CORPORATE GOVERNANCE			29

DIRECTOR COMPENSATION			36

COMPENSATION DISCUSSION & ANALYSIS			38

PAY RATIO			63

PAY VERSUS PERFORMANCE			64

COMPENSATION COMMITTEE REPORT			67

PROPOSAL 2—NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION			68

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			69

REPORT OF THE AUDIT COMMITTEE			71

PROPOSAL 3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			72

PROPOSAL 4—APPROVAL OF THE THIRD AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN			73

SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 2025 ANNUAL MEETING			88

HOUSEHOLDING OF ANNUAL MEETING MATERIALS			88

OTHER MATTERS			88

GLOSSARY OF KEY DEFINED TERMS			89

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

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

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 89.

2024 Annual Meeting Information


Date and Time	Place	Record Date

9:00 a.m., Eastern Time Tuesday, June 18, 2024	Online via live webcast at www.virtualshareholdermeeting.com/EVR2024. There will be no physical location for shareholders to attend.	April 19, 2024

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 15 of the Proxy Statement and “What do I need to do if I want to participate in the virtual Annual Meeting?” on page 15 of the Proxy Statement.

Matters to be Voted on at our 2024 Annual Meeting


Agenda and Board Recommendations
Proposal	Board Voting Recommendation	Page Reference (for more detail)
1. Election of the 10 nominees named in this proxy statement to serve on our Board of Directors until the 2025 Annual Meeting	FOR each nominee	17
2. Non-binding, advisory vote to approve executive compensation of our named executive officers	FOR	68
3. Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2024	FOR	72
4. Approval of the Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan	FOR	73

2023 Financial Performance and Compensation Highlights

We highly value the faith that our investors have placed in us and take seriously our obligations as fiduciaries. Despite a challenging operating environment, 2023 was a year of significant investment for Evercore, as we delivered results for our investors while hiring our largest ever class of Advisory senior managing directors. We expanded our client relationships and coverage universe, in addition to

promoting seven Advisory managing directors to senior managing directors. Our competitive positioning and strategic focus provided us with the opportunity to hire this new group of exceptional talent, and we expect to continue investing in our business in 2024.

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 38 of this Proxy Statement, in determining NEO compensation for 2023, our Compensation Committee considered, among other strategic accomplishments, the financial results achieved by the Company in 2023, the accomplishment of the Company’s capital return and strategic objectives, including the Company’s strong recruitment efforts, and the promotion of and adherence to our Core Values, including as they relate to our sustainability initiatives and culture, while giving appropriate consideration to our operating results. The following summarizes our 2023 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 Compensation Discussion and Analysis, beginning on page 38 of this Proxy Statement.

Creating Value for Shareholders

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

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* The Stock Performance graph and related table compares the performance of an investment in our Class A common stock from December 31, 2018 through December 31, 2023, with the S&P 500 Index, the S&P Financial Index, and the peer average index. The graph assumes $100 was invested at the opening of business on December 31, 2018 in each of our Class A common stock, the S&P 500 Index, the S&P Financial Index, and the peer average index. It also assumes that dividends were reinvested on the date of payment without payment of any commissions. The performance shown in the graph represents past performance and should not be considered an indication of future performance. Equal weighted index methodology. Peer average includes Houlihan Lokey, Lazard, Moelis & Company, PJT Partners, and Perella Weinberg Partners.

Returning Significant Capital to Shareholders

Returned $523.5 million to shareholders during 2023 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.

Delivering Financial Results in a Challenging Environment

The past year continued to present a challenging operating environment. Despite these challenges, we continued to effectively serve our clients while strengthening our franchise by investing in and diversifying our business, allowing us to achieve solid Net Revenues, Net Income, EPS, and Operating Margin taking into account the prevailing market conditions.


✓ Net Revenues*		Net Revenues of $2.426 billion on a U.S. GAAP basis and $2.449 billion on an Adjusted basis.
✓ Net Income*		Net Income of $255.5 million on a U.S. GAAP basis and $276.9 million on an Adjusted basis.
✓ EPS*		EPS of $6.37 on a U.S. GAAP basis and $6.46 on an Adjusted basis.
✓ Operating Margin*		Operating Margin of 14.8% on a U.S. GAAP basis and 15.7% on an Adjusted basis

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

Performance-Based Compensation

✓

No Guaranteed Incentive Awards. We generally do not provide guaranteed incentive awards to any of our NEOs, except in limited circumstances such as commencement of employment or assumption of significant new responsibilities.

✓

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.

✓

NEO Compensation Reflects our Performance. Our NEO compensation is closely aligned with our performance in 2023, while giving appropriate consideration to our operating results. In a challenging operating environment where global announced M&A activity based on deal value was down almost 20%, we delivered solid results under the prevailing market conditions, while accomplishing important strategic objectives, including the recruitment of our largest class ever of Advisory senior managing directors and the expansion of our client relationships and coverage universe. However, our Adjusted Net Revenues* declined to approximately $2.4 billion, Adjusted EPS* declined to approximately $6.46 and Adjusted Net Income* declined to approximately $276.9 million. Accordingly, our CEO’s compensation declined in 2023 compared to 2022, on top of the 41% decrease in our CEO’s annual incentive award from 2021 to 2022.

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 2023 Incentive Awards Delivered in RSUs Subject to Four Year Deferred Delivery. RSUs granted to our NEOs as a component of 2023 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 2023.

✓

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. On October 24, 2023, the Company adopted a clawback policy that was established in accordance with the listing requirement of the NYSE to provide for the recovery or “clawback” of certain erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement. The policy was made effective December 1, 2023 and applies to incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding an accounting restatement and after the effective date of the NYSE listing requirement, October 2, 2023. The Company also continues to maintain an additional clawback policy, which provides for the recapture of incentive awards provided 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 2022, we continue to hold an advisory vote each year on our executive compensation program.

✓

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 continued support is due to the Company’s strong 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 Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

Our Board of Directors unanimously adopted the Third Amended 2016 Plan, the terms of which are identical to those of the shareholder approved Second Amended 2016 Plan other than an increase of 6,000,000 in the number of shares authorized for issuance under the plan. When we last sought shares in 2022, we requested the limited number of shares which we anticipated would be necessary to continue managing and growing the business for two years. Due to our prudent management of equity awards, our strong performance, and our balanced use of deferred cash compensation, we have approximately 2.6 million shares remaining from our 2022 authorization. However, given the critical importance of our equity program to our compensation program and growth strategy, we believe it is necessary to request a limited number of additional shares in order to execute our compensation program for 2024 and beyond. We received positive feedback from our shareholders in respect of our request in 2022, and are requesting only the limited number of shares which we believe will be necessary, together with our existing share authorization, for continuing to manage and grow our business over the next approximately two to three years. We are therefore seeking your approval of the Third Amended 2016 Plan in order for us to continue our practice of granting equity compensation in connection with our recruitment of talented SMDs and 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. Our ability to pay appropriate levels of compensation in the form of equity incentives has enabled us to recruit, retain and motivate high-caliber talent dedicated to our long-term growth and success.

✓

We have a track record of prudent equity compensation management. We anticipated our 2022 and 2020 proposals would provide sufficient shares to last two years each. Due to our prudent management of equity awards, our strong performance and our balanced use of deferred cash compensation, we have exceeded our expectations, with approximately 2.6 million shares remaining from our 2022 authorization.

✓

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 to three years. While we have approximately 2.6 million shares remaining from our 2022 authorization, the availability of shares over the next two to three years is critical for our ability to execute our growth strategy, including the continued recruitment of talented SMDs, manage our existing talent, and implement our compensation program, in the near term. Accordingly, we are seeking shareholder approval to refresh the number of shares under our plan by 6,000,000 shares.

✓

Shareholder approval of the Third Amended 2016 Plan is also critical for our compensation planning and business model, as it will enable us to continue granting equity compensation broadly as a significant portion of our annual incentive compensation awards. This 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 bulge bracket peers do and use our equity plan to compensate a broader base of employees (although in relation to our independent peers, our use of equity compensation is consistent). In prior years, our shareholders have recognized the need to tailor their assessment accordingly when considering Evercore’s use of 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 76, our burn rate is similar to that of other public independent investment banking advisory firms (“IAF”).

✓

In 2022, we committed to carefully managing our shares by offsetting the dilutive effect of bonus equity 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 2022 commitment, achieving an average negative Net Burn Rate, with repurchases offsetting not just bonus equity awards over the 2022-2023 period but also new hire and replacement awards. This year, we reaffirm our 2022 commitment to shareholders.


(Shares in 000’s)	2021			2022			2023			3-Year Average
Equity Grants:
Incentive Award Grants(1)		2,949			2,748			2,469			2,722
New Hire/Retention/Special Equity(2)		210			438			107			252
Forfeitures		(184	)		(184	)		(190	)		(186	)
Net RSU Grants		2,975			3,001			2,386			2,788
Shares Repurchased		5,456			4,438			3,001			4,298
Net Grants—Net RSU Grants less Shares Repurchased		(2,481	)		(1,437	)		(615	)		(1,511	)
Percentage of Net RSU Grants repurchased		183	%		148	%		126	%		152	%
Weighted Common Shares Outstanding and Vested Evercore LP Partnership Units		44,878			41,873			40,766			42,506
Burn Rate (Taking into account Weighted Common Shares Outstanding, Vested Evercore LP Partnership Units and Forfeitures)		6.6	%		7.2	%		5.9	%		6.6	%
Net Burn Rate (Also taking into account share repurchases)		-5.5	%		-3.4	%		-1.5	%		-3.5	%

(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, retention awards and special equity awards that were issued to certain employees and for which the Company reserved shares under the Second Amended 2016 Plan.

✓

We believe our careful use of equity compensation is further evidenced by an analysis of our 2021-2023 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 76 for additional information and methodology.


	Three-Year Average of Stock Compensation Expense(1)
	Three-Year Average Stock Compensation Expense (in 000’s)(2)		As a Percentage of U.S. GAAP Net Revenue(3)			Per Employee(4)
Evercore	$	264,690		9.37	%	$	126,747
Lazard	$	241,723		8.55	%	$	73,457
Moelis	$	151,688		13.46	%	$	139,676
PJT Partners	$	150,992		14.29	%	$	164,599
Greenhill(5)	$	30,850		10.71	%	$	82,708
Perella Weinberg Partners	$	144,287		20.79	%	$	224,049

(1)

Information regarding stock compensation expense of Houlihan Lokey has not been included, as Houlihan Lokey does not separately report equity only compensation expense.

(2)

Calculated as the three-year average of the equity only compensation expense for the fiscal years ended December 31, 2021, 2022 and 2023 as reported in the company’s 2023 10-K.

(3)

Calculated as (i) Three-Year Average Stock Compensation Expense, divided by (ii) the three-year average U.S. GAAP Net Revenue for the fiscal years ended December 31, 2021, 2022 and 2023 as reported in each company’s 2023 10-K.

(4)

Calculated as (i) Three-Year Average Stock Compensation Expense, divided by (ii) the three year-average of the employee headcount disclosed in each company’s 2021, 2022 and 2023 10-K.

(5)

Information regarding stock compensation expense of Greenhill is calculated for years 2021 and 2022 only, based on the information reported in its 2022 and 2021 10-K.

Equity Plan Best Practices

✓

The Third 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 Second Amended 2016 Plan and the First 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 a clawback

Governance and Leadership Highlights

The following are highlights of our governance and leadership practices that are discussed further under herein under “Corporate Governance” and “Director Compensation” on pages 29 and 36, respectively.


Director Tenure	Director Independence	Independent Director Diversity

✓

Our director nominees include three independent directors who have joined our Board over the past six years – all of whom are women, and one of whom identifies as African American. Currently, 44% 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.

✓

82% 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 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 five times during 2023. We held an aggregate of 21 Board and Committee meetings in 2023, 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.

GENERAL INFORMATION

Why am I receiving this Proxy Statement?

The Board is soliciting proxies for our 2024 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 19, 2024, 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 3, 2024, 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 26, 2024.

What will I be voting on?

You will be voting:

•

to elect the 10 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 ratify the selection of Deloitte, on an advisory basis, as our independent registered public accounting firm for 2024;

•

to approve the Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan; 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, 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 the ratification of the selection of Deloitte as our independent registered public accounting firm for 2024; and

•

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

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.

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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 15.

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 at the Online Investor Kit under the “Resources” tab of the “For Investors” link, include our Notice of 2024 Annual Meeting of Stockholders, our Proxy Statement and our 2023 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 12 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, v

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SEC Form DEF 14A filed by Evercore Inc.