DEF 14A 1 ny20001780x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to Section 240.14a-12

PJT PARTNERS INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒			No fee required.

☐			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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March 16, 2022

Dear Fellow Shareholders,

We cordially invite you to attend our 2022 Annual Meeting of Shareholders, to be held on April 28, 2022 at 8:30 a.m., Eastern Time. The Annual Meeting will be a virtual meeting of shareholders. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/PJT2022. To participate in the meeting, you must have your 16-Digit Control Number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. You will not be able to attend the Annual Meeting in person.

The Notice of Annual Meeting of Shareholders and Proxy Statement that follow describe the business to be conducted at the Annual Meeting. Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend.

Thank you for your continuing support of PJT Partners.

Very truly yours,

Paul J. Taubman

Chairman and Chief Executive Officer

280 Park Avenue | New York, NY 10017 | t. +1.212.364.7800 | pjtpartners.com

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PJT PARTNERS INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 28, 2022

The Annual Meeting of Shareholders of PJT Partners Inc. (the “Annual Meeting”) will be held on April 28, 2022 at 8:30 a.m., Eastern Time. You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PJT2022. You will need to have your 16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The Annual Meeting will be held for the following purposes:

(1)	to elect the two Class I director nominees identified in the accompanying Proxy Statement;

(2)	to approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in the accompanying Proxy Statement;

(3)	to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for 2022; and

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

Our Board of Directors has fixed the close of business on March 1, 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 thereof. A list of these shareholders will be open for examination by any shareholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 280 Park Avenue, New York, NY 10017, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/PJT2022 when you enter your 16-Digit Control Number.

The Proxy Materials will be mailed or made available to our shareholders on or about March 17, 2022. As permitted by the rules of the Securities and Exchange Commission, we are sending to most of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) rather than a paper set of the Proxy Materials. By doing so, we save costs and reduce our impact on the environment. The Notice of Availability includes instructions on how to access our Proxy Materials over the Internet, as well as how to request the materials in paper form. On or about March 17, 2022, we will mail to most of our shareholders the Notice of Availability.

Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend via live webcast. The Notice of Availability includes instructions on how to vote, including by Internet. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions.

BY ORDER OF THE BOARD OF DIRECTORS,

Salvatore Rappa

Managing Director, Corporate Counsel and

Corporate Secretary

March 16, 2022

280 Park Avenue | New York, NY 10017 | t. +1.212.364.7800 | pjtpartners.com

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PROXY STATEMENT

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INTRODUCTION			1
Our Company			1
2021 Financial Performance Highlights			1
Meet Our Board of Directors			1
Qualifications of Our Board			1
Diversity of our Board			3
Committee Structure			3
Leadership Structure			3
Corporate Governance			4
Risk Management			5
The Board of Directors’ Role in Risk Oversight			5
Management-Based Risk Committees			6
Culture of Compliance			6
Cybersecurity and Data Protection			7
Sustainability and ESG			7
Human Capital Management Philosophy			7
Board Oversight of Human Capital Management			7
Employee Feedback and Engagement			8
Reward Principles			8
Employer of Choice Initiatives			9
Diversity, Equity and Inclusion			9
Employee Development			10
Engagement with the Broader Community			10
Responding to the COVID-19 Pandemic			10
Competition			10
Compensation			11
Executive Compensation Philosophy			11
Elements of Our Named Executive Officer Compensation Program			12
Executive Compensation Highlights			13
Say on Pay Vote			15
GENERAL INFORMATION			16
The Annual Meeting will be Webcast Online			16
Participation in Our Annual Meeting			16
The Proxy Materials			17
Mailing of Proxy Materials			17
Notice of Internet Availability of Proxy Materials			17
Shares to be Voted at the Annual Meeting; Our Voting Structure Does Not Contain Super-Voting Powers			17
Annual Meeting Quorum			18
Required Votes			19
Voting at the Annual Meeting			20
Revocation of Your Vote			21
Confidentiality of Your Vote			21
Proxy Solicitation			21
Voting Results			21
Other Information			21
Contacting Our Corporate Secretary			22

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PROPOSAL 1—ELECTION OF DIRECTORS			23
Information Concerning the Nominees and Directors			23
Nominees for Class I Directors Whose Terms Will Expire in 2025			24
Continuing Class II Director Whose Term Will Expire in 2023			25
Continuing Class III Directors Whose Terms Will Expire in 2024			25
Qualifications of the Nominees and Directors			27
Annual Board Self-Evaluation			27
Board Recommendation			28
EXECUTIVE OFFICERS			28
CORPORATE GOVERNANCE MATTERS			29
Corporate Governance Highlights			29
Corporate Governance Guidelines			30
Code of Business Conduct and Ethics			30
Shareholder Engagement and Responsiveness			30
Director Independence			31
Board Leadership Structure and Lead Independent Director Role			32
Management Succession Planning			33
Executive Sessions			33
Board Role in Risk Oversight			33
Board Committees			34
Compensation Committee Interlocks and Insider Participation			35
Board and Committee Meetings; Annual Meeting Attendance			35
Communications with the Board			35
Whistleblower Program			35
COMPENSATION OF OUR DIRECTORS			37
Minimum Equity Ownership Guidelines			37
Director Compensation for Fiscal Year 2021			38
COMPENSATION OF OUR EXECUTIVE OFFICERS			39
Compensation Discussion and Analysis			39
Compensation Highlights			39
Say on Pay			41
Compensation Philosophy			41
Roles of our Compensation Committee, Compensation Consultant and Management			42
Compensation Committee			42
Use of Independent Advisor			42
Management			42
Benchmarking Process			43
Elements of Our Compensation Program			43
Base Salary			43
Annual Incentive Compensation			44
Annual Incentive Compensation for Ms. Lee, Ms. Meates and Mr. Travin			44
Performance LTIPs Granted to Mr. Taubman			45
One-Time Special Incentive Award Paid to Ms. Meates			46
Alternative Presentation of Annual Compensation			47
Retirement Arrangements			48
Employee Benefits; Perquisites			48
Compensation Program Governance Features			48
Claw back Policy			48
Hedging and Pledging of Our Securities			49
Minimum Equity Ownership Guidelines for Named Executive Officers			50
Vesting of Equity Awards			50
No Individual Revenue Pay-Outs			50
Risk Considerations in Our Compensation Programs			50
REPORT OF THE COMPENSATION COMMITTEE			51
Summary Compensation Table			52
Grants of Plan-Based Awards in 2021			53

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Outstanding Equity Awards at 2021 Fiscal Year-End			54
2021 Option Exercises and Stock Vested			55
Narrative Disclosure Relating to the Summary Compensation Table, Grants of Plan-Based Awards in 2021 Table, Outstanding Equity Awards at 2021 Fiscal Year-End Table, and 2021 Option Exercises and Stock Vested Table			55
Partner Agreements			55
Potential Payments upon Termination of Employment or Change in Control			58
Restricted Stock Unit Awards			58
LTIP Unit Awards			58
CEO Pay Ratio			59
Equity Compensation Plan Information			60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			61
Delinquent Section 16(a) Reports			63
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			64
Exchange Agreement			64
Registration Rights Agreement			64
Tax Receivable Agreement			65
PJT Partners Holdings LP Amended and Restated Limited Partnership Agreement			67
PROPOSAL 2—NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION			72
Board Recommendation			72
PROPOSAL 3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			73
Board Recommendation			73
Audit Fees			73
Pre-Approval Policies and Procedures			73
REPORT OF THE AUDIT COMMITTEE			74
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 2023 ANNUAL MEETING			75
HOUSEHOLDING OF ANNUAL MEETING MATERIALS			75
OTHER MATTERS			75
Appendix A: U.S. GAAP Reconciliations			A-1

Although we refer to our website in the Proxy Statement, the contents of our website are not included or incorporated by reference into the Proxy Statement. All references to our website in the Proxy Statement are intended to be inactive textual references only.

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INTRODUCTION

Our Company

We are a premier global advisory-focused investment bank. We offer a unique portfolio of advisory services designed to help our clients achieve their strategic objectives. Our team of senior professionals delivers a range of strategic advisory, capital markets advisory, restructuring and special situations and shareholder advisory services to corporations, financial sponsors, institutional investors and governments around the world. We also provide private fund advisory and fundraising services for alternative investment strategies, including private equity, real estate, hedge funds and private credit.

2021 Financial Performance Highlights

Pretax Income

Earnings Per Share

Revenues

GAAP

Adjusted⁽¹⁾

GAAP

Adjusted⁽¹⁾

$992 Million

$219 Million

$242 Million

$3.99

$4.44

-6% YoY

-11% YoY

-9% YoY

-10% YoY

(1)	See Appendix A for a reconciliation of this non-GAAP measure to its most directly comparable GAAP measure.

PJT Partners Inc. is a holding company and its only material asset is its controlling equity interest in PJT Partners Holdings LP (“PJT Partners Holdings”), a holding partnership that holds the company’s operating subsidiaries, and certain cash and cash equivalents it may hold from time to time. As the sole general partner of PJT Partners Holdings, PJT Partners Inc. operates and controls all of the business and affairs of PJT Partners Holdings and its operating subsidiaries.

In this Proxy Statement, unless the context requires otherwise, the words “PJT Partners” refer to PJT Partners Inc. and the “company,” “we,” “us” and “our” refer to PJT Partners, together with its consolidated subsidiaries, including PJT Partners Holdings and its operating subsidiaries.

Our Class A common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “PJT.”

Meet Our Board of Directors

Qualifications of Our Board

Our Board is comprised of actively engaged individuals with diverse skills, experiences and backgrounds that contribute to the effective oversight of our firm. The Board believes these varied qualifications help to inform and better oversee decisions regarding the company’s long-term strategic growth.

The presentation below is a high-level summary of our Board’s skills. For further information about each director, please see “Proposal 1—Election of Directors” below.

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	Banking & Financial Services Breadth and depth of experience in the company’s business
	Diverse Characteristics Gender diversity and representation from the LGBTQ+ community; our Board has two female directors and one LGBTQ+ director
	Executive Experience Experience in senior management roles, including serving as a CEO or senior executive, within a complex organization
	Financial Reporting Experience in overseeing the presentation of financial results as well as internal controls
	Human Capital Management Experience in management of human resources and employee compensation
	International Business Broad leadership experience within global companies and understanding of international markets
	IT & Cybersecurity Experience or expertise in information technology, including understanding the importance of maintaining client trust through the protection of their information
	Legal & Regulatory Experience in legal and regulatory affairs, and regulated industries, including as part of a business and/or through positions with government and/or regulatory bodies
	Marketing & Media Experience overseeing internal and external communications and engagement with stakeholders
	Public Company Experience Experience as a board member of other publicly traded companies
	Risk Management Experience overseeing complex risk management matters
	Strategic Planning Experience driving the strategic direction and growth of an organization
	ESG/Sustainability Experience in ESG and sustainability matters

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Diversity of our Board

Gender

Male

√

Female

√

LGBTQ+

√

Committee Structure

	Audit Committee	Compensation Committee	Nominating/ Corporate Governance Committee
J. Costos (Independent)
E. Rafferty (Independent)
T. Ryan (Independent)
G. Skaugen (Independent)
P. Taubman (Chairman & CEO)
K. Whitney (Independent)

Committee Chair

Committee Member

Leadership Structure

Our Board believes it is in our company’s best interests to have Mr. Taubman serve as Chairman of our Board as well as our CEO. Our Board believes combining these roles promotes effective leadership and provides the clear focus needed to execute our business strategy and objectives.

Dennis Hersch served as our Lead Independent Director until he passed away on January 18, 2022. Our Board has appointed Thomas M. Ryan as our new Lead Independent Director to succeed Mr. Hersch. Our Lead Independent Director coordinates the efforts of the independent directors to ensure that objective judgment is brought to bear on important issues involving the management of the company, including the performance of senior management. For more details on the responsibilities of our Lead Independent Director, please see “Corporate Governance Matters—Board Leadership Structure and Lead Independent Director Role” below.

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Corporate Governance

Our Board is committed to corporate governance that serves the best interests of our company and shareholders, and to active engagement with our shareholders throughout the year. The following summarizes certain highlights of our Board’s expertise, guiding principles, corporate governance practices and policies.

	Breadth of Skills and Expertise			From the inception of our firm, we have sought to ensure that each of our directors brought a level of experience and expertise that was outsized relative to an early stage firm to ensure immediate and effective implementation of our firm’s long-term strategic goals and to provide oversight of our firm’s risk profile and strategic goals. Our Board is committed to the ongoing evaluation of its composition, including the skills and expertise of each director as well as the diversity of our directors and how their collective skills align with our evolving business strategy.
	Commitment to Diversity			The Board believes that fostering an inclusive culture—which welcomes differing perspectives, backgrounds and beliefs—enables us to provide the best advice and insights to our clients. As such, diversity is an important consideration in the composition of our Board, which has two female directors and one LGBTQ+ director.
	Independent & Engaged Board			Five of our six current directors (83%) are independent, with all Board committees comprised entirely of independent directors. During 2021, each director attended at least 75% of all Board meetings and meetings of each Board committee on which he or she served.
	Strong Lead Independent Director			The Board’s Lead Independent Director facilitates independent oversight of management. Our Lead Independent Director is responsible for coordinating the efforts of the independent directors to ensure that objective judgment is brought to bear on important issues involving the management of the company, including the performance of senior management. See “Corporate Governance Matters—Board Leadership Structure and Lead Independent Director Role” below.
	Shareholder Engagement and Responsiveness			As part of our annual shareholder engagement program, we contact many of our largest shareholders to offer meetings to discuss a range of topics related to the company’s strategy, governance profile, executive compensation practices, corporate sustainability, human capital management and other matters. A thematic summary of recent investor conversations is included under the section “Corporate Governance Matters—Shareholder Engagement and Responsiveness” below.
	Annual Evaluations			Board and committee self-evaluations are conducted annually to review and consider board structure, leadership, oversight needs and requisite skills to best guide the company in executing its long-term strategic objectives. Our Board annually reviews its size and composition and assesses its ability to function effectively and with appropriate expertise and diversity.

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	Open Channels of Communication Between the Board and Our Firm			The Board maintains open channels of communication across our firm. Members of the Board engage and spend time with our executives, partners and other colleagues throughout the year in a variety of forums.
	Minimum Equity Ownership Guidelines			We have minimum equity ownership guidelines for our Named Executive Officers and directors that require significant ownership of our common stock. Our CEO is required to hold equity in our company with a market value equal to or greater than ten times base salary and our other Named Executive Officers are required to hold equity in our company with a market value equal to or greater than five times base salary. Our directors are required to hold equity in our company with a market value equal to or greater than three times their annual retainer. All of our Named Executive Officers and directors are, or will be within the time ascribed in our ownership guidelines, in compliance with our Minimum Equity Ownership Guidelines.

Risk Management

We have policies, procedures and processes in place to identify, assess, monitor and manage the risks inherent in our business activities. Our risk management framework consists of Board- and management-based committees in order to instill a culture of openness and transparency. This helps to reasonably ensure that important risks are identified and communicated to senior management and, where appropriate, to the Board.

The Board of Directors’ Role in Risk Oversight

Our Board recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities to the company and its shareholders. While our management is responsible for the day-to-day management of risk, our Board, along with executive management, is responsible for promoting an appropriate culture of risk management within the company and for overseeing our aggregate risk profile and monitoring how we address specific risks.

Our Board has been and continues to be engaged with management in the oversight of the impact of COVID-19 on the company and the company’s actions in response. The Board continues to identify and monitor potential risks and reasonably ensure effective oversight.

	Board of Directors
	•			The Board exercises its oversight responsibility for risk both directly and through its standing committees.
	•			Throughout the year, the Board and each of its committees dedicate a portion of their time to review and discuss specific risk topics.
	•			On a periodic basis, members of senior management report on our top enterprise risks and the steps management has taken or will take to mitigate these risks.
	•			Our Chief Technology Officer provides updates to the Board on technology and cybersecurity, which includes an annual in-depth review.

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	Board of Directors
	•			Our Chief Compliance Officer provides updates to the Board on regulatory and compliance matters, which includes an annual in-depth review. In addition, our General Counsel updates the Board regularly on material legal and regulatory matters.
	•			Our Chief Human Resources Officer provides updates to the Board on Human Capital matters, including hiring investment, talent, and diversity and inclusion.
	•			Regular reports are also provided to and discussed by the Board regarding recent business, legal, regulatory, competitive and other developments impacting our company.

	Audit Committee			Compensation Committee			Nominating/Corporate Governance Committee
	• Focuses on oversight of financial risks relating to the company, including: ➢ Financial statements, financial reporting and internal controls; ➢ Performance and independence of independent registered public accounting firm; ➢ Performance of internal audit; ➢ Legal and regulatory; and ➢ Key operational risks.			• Focuses on risks relating to executive compensation plans and arrangements, including: ➢ Our compensation policies and practices for our Named Executive Officers and other employees; ➢ Our incentive and equity- based compensation plans; and ➢ Our human capital management efforts and our focus on diversity, equity and inclusion.			• Focuses on risks related to our overall corporate governance, including: ➢ Board effectiveness; ➢ Board and committee composition; ➢ Board size and structure; ➢ Director independence; ➢ Board succession; ➢ Our corporate responsibility; and ➢ Shareholder engagement.

Management-Based Risk Committees

We have committees that meet regularly with the mission of identifying risks inherent in our business activities and the financial services industry generally. These committees are responsible for incorporating risk management into the firm’s daily business activities. These committees include, but are not limited to, the Executive Committee, Management Committee, Operational Risk Committee, Compliance Risk Committee, Disclosure Committee and various committees at each business unit level.

Culture of Compliance

As a financial services company, our business is subject to extensive rules and regulations in the United States and around the globe. Adherence to these various rules and regulations is paramount to the reputation and success of our company. As such, all of our employees are required to participate in various mandatory regulatory and compliance training programs designed to educate our employees on the many laws, rules and regulations that impact our firm as well as reinforce the gravity of adherence to such laws, rules and regulations. Such programs include, without limitation, regular compliance training sessions on the firm’s Global Compliance Policies Manual and Written Supervisory Procedures, including training sessions on our Anti-Money Laundering/Know Your Customer rules and procedures. In addition, all employees receive training on PJT Partners’ Code of Business Conduct and Ethics and our

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policies and procedures for reporting wrongdoing (see “Corporate Governance Matters—Communications with the Board—Whistleblower Program” below).

Cybersecurity and Data Protection

Breaches of our network security systems could involve attacks that are intended to obtain unauthorized access to, or to destroy, sensitive or proprietary information, or to disable, degrade or sabotage our systems. These attempts may involve the introduction of computer viruses or malware, phishing or email spoofing, denial-of-service, or cyber-attacks of other means that originate from a broad array of sources, including unknown third parties. We take various measures to ensure the confidentiality, availability, and integrity of our systems, including implementation of security controls and regular training of our employees with respect to measures we can take to try to thwart cybersecurity attacks. Further, all of our employees are trained at least annually on our Information Security Polices and Written Supervisory Procedures.

Sustainability and ESG

We published our first Corporate Sustainability Report in 2021, which is available on the Investor Relations page of our website at www.pjtpartners.com. Over the past several years, we have witnessed the increased importance of good corporate citizenship and the continued integration of sustainability considerations into our business model. We believe addressing environmental, social and governance (“ESG”) matters is fundamental to running a successful business. Our integrated approach to sustainability has become an important part of the fabric of our culture and work environment. As a human capital-intensive business, our impact can most readily be seen in our commitment to our people, especially with regard to diversity, equity and inclusion (“DE&I”). We are deeply committed to being one of the top places to work for the most talented professionals in the industry, and while we are proud of our inclusive organizational culture, as described in more detail in this Proxy Statement, we recognize there is still important work to do.

Human Capital Management Philosophy

We believe that our culture is critical to all aspects of how we do business and to our long-term success. From day one of our firm, we were committed to our culture being a commercial differentiator. We have prioritized attracting and retaining top talent from a diverse range of backgrounds and experiences, focusing on those who both align with and enhance our culture in positive ways.

Our human capital successes are evident through the number and quality of hires we have made, our low levels of attrition and the feedback we receive through our employee surveys. Reinforcement of the culture we are building comes through engagement with our employees, the reward principles we apply to compensation and promotion decisions and our various talent development initiatives, which continue to evolve as we grow.

As of December 31, 2021, we employed 833 individuals globally, including 97 partners.

Board Oversight of Human Capital Management

Our Board is actively engaged in human capital management. Our Board periodically reviews a management succession plan that includes, among other things, an assessment of the experience, performance and skills of potential successors to our Chairman and CEO and our Managing Partner. CEO succession planning discussions are held in executive session by our Board.

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More broadly, the Board, including the Compensation Committee, is regularly updated and consulted on key talent hires as well as key aspects of the company’s human capital strategy. Human capital priorities are continuously refined based on business drivers, employee feedback and the overall environment for talent. Members of the Board also actively engage and spend time with our partners and employees at various forums throughout the year, including Board meetings and partner meetings. Board members are also kept abreast of human capital management matters through participation in firm-wide town hall meetings and are included on employee communications, including announcements of transactions on which the Company has advised.

Employee Feedback and Engagement

We view active dialogue with our employees as essential to maintaining our unique culture. Since 2017, we

SEC Form DEF 14A filed by PJT Partners Inc.