PJT Partners (PJT) Proxy Filing summary

Executive summary

• 2024 revenues reached $1.49bn, up 29% YoY, with GAAP diluted EPS of $4.92, up 58% YoY, and $547mm in cash and equivalents, no funded debt.

• Opened new offices in Dubai, Munich (2024), and Riyadh (2025); headcount grew 13% YoY to 1,143 employees.

• Over $10mm donated to 450+ charitable organizations since 2020.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of two Class I directors (Paul J. Taubman and Emily K. Rafferty) for terms expiring 2028, (2) advisory approval of executive compensation, and (3) ratification of Deloitte & Touche LLP as independent auditor for 2025.

• No super-voting shares; Class A and B stockholders have one vote per share/unit, with recent equalization of Class B voting rights.

• Shareholder proposals and nominations for the 2026 meeting must comply with advance notice and universal proxy rules.

Board of directors and corporate governance

• Board consists of seven directors, five of whom are independent; average tenure is 8 years, average age 67.

• Board committees: Audit (Whitney, Costos, Skaugen), Compensation (Ryan, Rafferty), Nominating/Corporate Governance (Rafferty, Costos, Ryan); all committee members are independent.

• Lead Independent Director (Ryan) provides independent oversight and coordinates non-management director activities.

• Annual board and committee self-evaluations, robust director recruitment, and minimum equity ownership guidelines for directors (3x annual retainer).

• Active shareholder engagement program and regular executive sessions of non-management directors.