Filed by the Registrant ☒

Filed by a party other than the Registrant  ☐

 ☐

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 under § 240.14a-12

☒

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

Items of Business

Date: Thursday, June 20, 2024

Item 1. Election to the Board of Directors of three Class III director nominees identified in this Proxy Statement

Item 2. Approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in this Proxy Statement

Item 3. Approval, on an advisory basis, of the frequency (every one, two or three years) of advisory votes to approve the compensation of our Named Executive Officers

Item 4. Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024

Time: 10:00 a.m. Eastern Daylight Time

Place: Virtual format only. If you plan to participate in the virtual meeting, please see “Participation in Our Annual Meeting” below. Shareholders will be able to participate, vote, examine the shareholders list and submit questions (both before, and for a portion of, the meeting) from any location via the Internet. Shareholders may participate by logging in at: www.virtualshareholdermeeting.com/PJT2024. To participate 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.

Record Date: April 22, 2024

Financials

$1.15bn

15.4%

15.8%

$3.12

$3.27

Capital Management

2.2mm

$437mm

$1.00

1.

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 and consolidates the financial results of PJT Partners Holdings and its operating subsidiaries. PJT Partners Inc.’s common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “PJT.”

2.

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.

3.

As of December 31, 2023.

4.

Figures are shown ‘as adjusted,’ a non-GAAP financial measure. See Appendix B, “U.S. GAAP Reconciliations” for a reconciliation of non-GAAP financial measures with comparable GAAP financial measures.

​Footprint

115

1,012

12

​73

Corporate Sustainability and Community

3^rd

>$7.9mm

>350

James Costos | Age: 61 | Director since February 2017

James Costos served as the United States Ambassador to the Kingdom of Spain and the Principality of Andorra from August 2013 to January 2017. Before his diplomatic service, he held leadership roles in the entertainment and international business sectors. Notably, Mr. Costos was Vice President at Home

Box Office (HBO) from 2007 to 2013, and his executive experience also includes leadership positions at Revolution Studios, Tod’s S.p.A., and Hermès of Paris. Currently, Mr. Costos holds the position of President at Secuoya Studios, a global Spanish TV and film content production studio headquartered in Madrid. He also serves as a Senior Managing Director in the global venture technology group at Dentons, one of the world’s largest law firms. In addition to his professional endeavors, Mr. Costos is dedicated to cultural and humanitarian causes. He serves on the J. William Fulbright Foreign Scholarship Board and sits on the boards of the Hispanic Society of America and the Human Rights Campaign, the largest LGBTQ+ advocacy and political lobbying organization in the United States. Mr. Costos earned his Bachelor of Arts degree in Political Science from the University of Massachusetts.

 

 

Mr. Costos’ international government relations and policy experience, international marketing, operations, technology and executive leadership experience positions him well to serve on the Board. His strong international experience brings a geographically diverse perspective to the oversight of our multi-national business operations.

 

Grace R. Skaugen | Age: 70 | Director since July 2020

Grace Reksten Skaugen, a Norwegian national, has extensive experience working with a broad array of European companies. She currently chairs Orrön Energy AB (member of the Compensation Committee) and is a board member of Investor AB (Chair of the Audit and Risk Committee). Ms. Skaugen is also a

trustee of the International Institute for Strategic Studies (IISS) in London. In 2009, Ms. Skaugen co-founded the Norwegian Institute of Directors, where she still serves on its board. She previously served as a senior advisor to HSBC (2014-2019) and Deutsche Bank (2007-2014). She was deputy chair (2012-2015) of the Norwegian oil company Statoil (now Equinor) and served on its board (2002-2015). Ms. Skaugen served as deputy chair (2013-2020), board member (2012-2020) and chair of the Compensation Committee at Orkla ASA, was a board member and member of the Compensation and Sustainability Committees at Lundin Energy AB (2015-2022) and chaired Euronav NV (where she was a member of the Compensation Committee, Sustainability Committee and Corporate Governance and Nomination Committee) (2016-2023). She has previous investment banking experience, having worked at the Nordic bank SEB, where she advised companies within the energy, transportation and technology sectors. Ms. Skaugen started her career as a postdoctoral researcher at Columbia Radiation Laboratory in New York. She is a physicist by education and holds a PhD in laser physics from Imperial College in London. She also holds an M.B.A. from the Norwegian School of Management, BI.

 

Skills & Qualifications

 
Ms. Skaugen’s experience and expertise in the international financial services industry, as well as her extensive corporate governance and board experience, provide unique insights into our business and add industry-specific expertise and knowledge to the Board. Her strong international experience brings a geographically diverse perspective to the oversight of our multi-national business operations.

 

Kenneth C. Whitney | Audit Committee Chair | Age: 66 | Director since October 2015

Kenneth C. Whitney has managed a private family investment office since April 2013, focused on start-up businesses and entertainment projects. Since his retirement from Blackstone Inc. in April 2013 until September 2015, he was also

a Senior Advisor to Blackstone. Mr. Whitney was previously a Senior Managing Director and Head of Blackstone’s Investor Relations & Business Development Group from 1998 to April 2013. After joining Blackstone in 1988, Mr. Whitney focused his efforts on raising capital for Blackstone’s private investment funds and the establishment of Blackstone affiliates in the alternative investment area. Mr. Whitney began his career at Coopers & Lybrand in 1980, where he spent time in the firm’s accounting and audit areas as well as in the tax and mergers and acquisitions areas. Mr. Whitney is a Tony Award-winning producer, and currently sits on the Board of Trustees for The First Tee and the University of Delaware, where he received a B.S. in Accounting.

 

Skills & Qualifications

 

Mr. Whitney’s experience and expertise in the private equity and financial services industry, as well as his extensive financial, accounting, operations and management experience, provide unique insights into our business and add industry-specific expertise and knowledge to the Board.

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Annual incentive compensation that places a strong emphasis on company-wide financial performance, with consideration given to the individual performance of each Executive Officer

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An appropriate link between compensation and the creation of shareholder value through long-term equity awards

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A focus on collaboration, and therefore does not include individual revenue pay-outs at any level

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Consideration for each executive’s contribution to leadership and talent development

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Benchmarking analysis to help us understand compensation practices of our competitors

Proposal 1: Election of Directors

The Board has nominated three directors, James Costos, Grace R. Skaugen and Kenneth C. Whitney, for election as Class III directors. If elected, each Class III director will serve until the annual meeting of shareholders in 2027, or until succeeded by another qualified director who has been elected.

Board Recommendation

The Board recommends that you vote “FOR” all nominees.

 

James Costos | Age: 61 | Director since February 2017

Professional Highlights

James Costos served as the United States Ambassador to the Kingdom of Spain and the Principality of Andorra from August 2013 to January 2017. Before his diplomatic service, he held leadership roles in the entertainment and international business sectors. Notably, Mr. Costos was Vice President at Home Box Office (HBO) from 2007 to 2013, and his executive experience also includes

leadership positions at Revolution Studios, Tod’s S.p.A., and Hermès of Paris. Currently, Mr. Costos holds the position of President at Secuoya Studios, a global Spanish TV and film content production studio headquartered in Madrid. He is also involved in the global venture technology group at Dentons, where he serves as a Senior Managing Director. In addition to his professional endeavors, Mr. Costos is dedicated to cultural and humanitarian causes. He serves on the J. William Fulbright Foreign Scholarship Board and sits on the boards of the Hispanic Society of America and the Human Rights Campaign, the largest LGBTQ+ advocacy and political lobbying organization in the United States. Mr. Costos earned his Bachelor of Arts degree in Political Science from the University of Massachusetts.

Skills & Qualifications

Mr. Costos’ international government relations and policy experience, international marketing, operations, technology and executive leadership experience positions him well to serve on the Board. His strong international experience brings a geographically diverse perspective to the oversight of our multi-national business operations.

 

Grace R. Skaugen | Age: 70 | Director since July 2020

Professional Highlights

Grace Reksten Skaugen, a Norwegian national, has extensive experience working with a broad array of European companies. She currently chairs Orrön Energy AB (member of the Compensation Committee) and is a board member of Investor AB (Chair of the Audit and Risk Committee). Ms. Skaugen is also a trustee of the International Institute for Strategic Studies (IISS) in London.

In 2009, Ms. Skaugen co-founded the Norwegian Institute of Directors, where she still serves on its board. She previously served as a senior advisor to HSBC (2014-2019) and Deutsche Bank (2007-2014). She was deputy chair (2012-2015) of the Norwegian oil company Statoil (now Equinor) and served on its board (2002-2015). Ms. Skaugen served as deputy chair (2013-2020), board member (2012-2020) and chair of the Compensation Committee at Orkla ASA, was a board member and member of the Compensation and Sustainability Committees at Lundin Energy AB (2015-2022) and chaired Euronav NV (where she was a member of the Compensation Committee, Sustainability Committee and Corporate Governance and Nomination Committee) (2016-2023). She has previous investment banking experience, having worked at the Nordic bank SEB, where she advised companies within the energy, transportation and technology sectors. Ms. Skaugen started her career as a postdoctoral researcher at Columbia Radiation Laboratory in New York. She is a physicist by education and holds a PhD in laser physics from Imperial College in London. She also holds an M.B.A. from the Norwegian School of Management, BI.

Skills & Qualifications

Ms. Skaugen’s experience and expertise in the international financial services industry, as well as her extensive corporate governance and board experience, provide unique insights into our business and add industry-specific expertise and knowledge to the Board. Her strong international experience brings a geographically diverse perspective to the oversight of our multi-national business operations.

 

Kenneth C. Whitney | Audit Committee Chair | Age: 66 | Director since October 2015

Professional Highlights

Kenneth C. Whitney has managed a private family investment office since April 2013, focused on start-up businesses and entertainment projects. Since his retirement from Blackstone in April 2013 until September 2015, he was also a Senior Advisor to Blackstone. Mr. Whitney was previously a Senior Managing

Director and Head of Blackstone’s Investor Relations & Business Development Group from 1998 to April 2013. After joining Blackstone in 1988, Mr. Whitney focused his efforts on raising capital for Blackstone’s private investment funds and the establishment of Blackstone affiliates in the alternative investment area. Mr. Whitney began his career at Coopers & Lybrand in 1980, where he spent time in the firm’s accounting and audit areas as well as in the tax and mergers and acquisitions areas. Mr. Whitney is a Tony Award-winning producer, and currently sits on the Board of Trustees for The First Tee and the University of Delaware, where he received a B.S. in Accounting.

Skills & Qualifications

Mr. Whitney’s experience and expertise in the private equity and financial services industry, as well as his extensive financial, accounting, operations and management experience, provide unique insights into our business and add industry-specific expertise and knowledge to the Board.

 

Thomas M. Ryan | Lead Independent Director and Compensation Committee Chair | Age: 71 | Director since October 2015

Professional Highlights

Thomas M. Ryan is the former Chairman and Chief Executive Officer of CVS Health Corporation, formerly known as CVS Caremark Corporation, a pharmacy healthcare provider (“CVS”). He served as Chairman of CVS from April 1999 to May 2011 and Chief Executive Officer of CVS from May 1998 to February 2011,

and also served as President from May 1998 to May 2010. Mr. Ryan serves on the board of Five Below, Inc., and is an Operating Partner of Advent International. Mr. Ryan was a director of Yum! Brands, Inc. from 2002 to 2017, Reebok International Ltd. from 1998 to 2005, Bank of America Corporation from 2004 to 2010 and Vantiv, Inc. from 2012 to 2015.

Skills & Qualifications

Mr. Ryan’s role as Chairman and Chief Executive Officer of a global pharmacy healthcare business, his extensive operations and management experience, his expertise in finance and strategic planning, as well as his public company directorship and committee experience, positions him well to serve on the Board.

 

K. Don Cornwell | Age: 53 | Director since January 2023

Professional Highlights

K. Don Cornwell is a Co-Founder and the Chief Executive Officer of Dynasty Equity, a global sports investment firm focused on acquiring minority interests in sports franchises and other related assets and rights. Prior to founding Dynasty Equity in 2022, Mr. Cornwell was a founding partner at PJT Partners, joining the company in 2015 following an 18-year career at Morgan Stanley. At Morgan

Stanley, Mr. Cornwell was in the Mergers and Acquisitions Group and established a particularly focused area of expertise in media and entertainment, specifically in sports and gaming. Prior to leaving Morgan Stanley, he served as Head of Global Sports Investment Banking. Before he joined Morgan Stanley, Mr. Cornwell worked at McKinsey & Co. as a management consultant and in corporate development for the National Football League. He sits on the Board of Trustees of the Harlem Children’s Zone, an education and social services organization in Central Harlem; the East Harlem Tutorial Program, an after-school program for children in East Harlem; the Board of Directors of New York Cares, New York City’s largest volunteer organization; and the VFILES Foundation, an organization with the mission to increase business ownership for creators in underrepresented communities. Mr. Cornwell served on the Management Board of Stanford University’s Graduate School of Business until July 2022. He received an MBA from Stanford University’s Graduate School of Business and an AB in Government from Harvard College.

Skills & Qualifications

Mr. Cornwell’s extensive experience and expertise in investment banking and in the financial services industry, as well as his deep knowledge of PJT Partners’ business, operations and culture, and his understanding of the company’s clients, employees and other stakeholders, position him to contribute valuable acumen and insight to the Board.

 

Paul J. Taubman | Chairman and Chief Executive Officer | Age: 63 | Director since October 2015

Professional Highlights

Paul J. Taubman has been our Chairman and CEO since 2015. Prior to founding PJT Partners, Mr. Taubman spent nearly 30 years at Morgan Stanley where he served in a series of increasingly senior positions, including as executive vice president and Co-President of Institutional Securities, with responsibility for all

of the firm’s investment banking, capital markets, and sales and trading businesses. Mr. Taubman serves in a leadership role on numerous philanthropic efforts including Board President of New York Cares, New York City’s largest volunteer organization; Trustee and Vice Chairman of Cold Spring Harbor Laboratory; Board Member of the Partnership for New York City; Advisory Council member at the Stanford Graduate School of Business; National Advisory Board member of Youth, Inc.; and Trustee of the Foundation for Empowering Citizens with Autism. Mr. Taubman received a B.S. in Economics from the Wharton School of the University of Pennsylvania and an M.B.A. from Stanford University’s Graduate School of Business.

Skills & Qualifications

Mr. Taubman’s extensive experience gained from various senior leadership roles in investment banking and the financial services industry, as well as his many years of providing strategic advice to management teams and boards around the world, operating in a wide array of industries bring valuable knowledge and expertise to the Board. In addition, Mr. Taubman’s role as our Chief Executive Officer brings management perspective to Board deliberations and provides critical information about the status of our day-to-day operations.

 

Emily K. Rafferty | Nominating/Corporate Governance Committee Chair | Age: 75 | Director since October 2015

Professional Highlights

Emily K. Rafferty is President Emerita of The Metropolitan Museum of Art. She was elected President of the Museum in 2005 and served in that role until her retirement in March 2015. She had been a member of the Museum’s staff since 1976 serving in various roles in development, membership and external affairs

until becoming President and Chief Administrative Officer in 2005, overseeing some 2,300 full- and part-time employees and volunteers. Ms. Rafferty’s global experience in some 50 countries on behalf of the Museum included interactions and negotiations with many senior world leaders. She is a Vice Chair of the National September 11 Memorial & Museum, a Board member of Carnegie Hall, the Advisory Board of the Hospital for Special Surgery, the Global Asia Society and the Hispanic Society Museum and Library. She is also a member of the Advisory Council of the American University of Beirut and the Council on Foreign Relations. Ms. Rafferty is principal of Emily K. Rafferty & Associates, a consulting resource for non-profit institutions. Ms. Rafferty served as a Board member of the New York Federal Reserve Bank from 2011 to 2017 (Chair, 2012 to 2016) and Koç Holdings, Istanbul from 2018 to 2024, Senior Adviser for Heritage Protection and Conservation for UNESCO from 2015 to 2017 and was Chair of NYC & Company (the city’s tourism, marketing and partnering organization) from 2008 to 2020 and continues to serve as an ex-officio board member. She previously consulted for Russell Reynolds Associates in the firm’s non-profit sector and The Shed, a NYC performing arts center.

Skills & Qualifications

Ms. Rafferty’s breadth and depth of expertise and experience in human capital management, operations and senior executive leadership, her global expertise as well as her understanding of monetary policy and regulation of financial institutions, provide valuable knowledge and insight to the Board.

Banking & Financial Services

Breadth and depth of experience in the company’s business and industry

Executive

Experience

Experience in senior management roles, including serving as a CEO or senior executive, within a complex organization

Financial

Reporting

Expertise 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

Expertise or experience in information technology, including understanding the importance of maintaining the trust of our clients 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

Previous or current service as a director 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

Corporate Sustainability

Expertise or experience in corporate sustainability matters

Professional Skills

Cornwell

Costos

Rafferty

Ryan

Skaugen

Taubman

Whitney

Banking & Financial Services

Executive Experience

Financial Reporting

Human Capital Management

International Business

IT & Cybersecurity

Legal & Regulatory

Marketing & Media

Public Company Experience

Risk Management

Strategic Planning

Corporate Sustainability

Background

Cornwell

Costos

Rafferty

Ryan

Skaugen

Taubman

Whitney

Black or African American

Gender

Male

Female

LGBTQ+

Age/Tenure

Age

53

61

75

71

70

63

66

Tenure

1

7

9

9

4

9

9

Board Diversity at a Glance

A majority of the Board — 57% — are members of groups that are

historically underrepresented on public company boards.

 

Additional Board Characteristics

66

7 years

Breadth of Skills

and Expertise

From the inception of our company, we have sought to ensure that each of our directors embodied a level of experience and expertise that was outsized relative to an early-stage company to ensure immediate and effective implementation of our company’s long-term strategic goals and to provide oversight of our company’s risk profile and strategic goals. The 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-in-class advice to our clients. Accordingly, we aim to hire, develop and retain the best-in-class talent across all levels of the company, including the Board itself.

Independent & Engaged Board

Five of our seven current directors (71%) are independent, with all Board committees comprised entirely of independent directors. The Board is actively engaged, holding four Board meetings and 12 Board committee meetings in 2023, as well as taking action through unanimous written consent. Directors actively engage and spend time with our senior management and other employees in a variety of forums outside of the board room. Our directors periodically attend partner meetings and dinners, participate in our town hall meetings, and meet with groups and individuals at our company.

Focused Directors

Because serving on the Board requires significant time and attention, the Board has adopted a policy within its Corporate Governance Guidelines that, among other requirements applicable to the Board, set the expectation that directors will spend the time needed and meet as often as necessary to discharge their responsibilities properly. The Corporate Governance Guidelines also set expectations for the maximum number of public company boards a director may serve on and the maximum number of public company audit committees an Audit Committee member may serve on and provide for a Board review process and public disclosure requirements relating to these expectations. See “Corporate Governance Guidelines” below.

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 non-management 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 “Board Leadership Structure — Lead Independent Director” 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, financial performance and other matters. A thematic summary of recent investor conversations is included under the section “Shareholder Engagement and Responsiveness” below.

Annual Evaluations

The Board conducts a self-evaluation annually to determine whether it, its committees and its individual members are functioning effectively and whether the Board possesses the appropriate expertise and diversity. Each committee of the Board also conducts a self-evaluation annually and reports the results to the Board. The Board, acting through the Nominating/ Corporate Governance Committee, monitors the mix of specific experience, qualifications, skills and diversity of its current directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the company’s business and structure.

Open Channels of Communication Between the Board and Our Company

The Board maintains open channels of communication across our company. Our directors engage and spend time with our partners and employees throughout the year in a variety of forums.

Minimum Equity Ownership Guidelines

We have minimum equity ownership guidelines for our directors that require significant ownership of our common stock. 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 directors are or are expected to be within the time ascribed in our ownership guidelines, in compliance with our Minimum Equity Ownership Guidelines.

Audit

Committee

Compensation

Committee

Nominating/Corporate

Governance Committee

K. Don Cornwell (Non-Independent)

James Costos (Independent)

Emily K. Rafferty (Independent)

Thomas M. Ryan (Independent)

Grace R. Skaugen (Independent)

Paul J. Taubman (Chairman & CEO)

Kenneth C. Whitney (Independent)

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the quality and integrity of our financial statements;

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our compliance with legal and regulatory requirements;

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our independent registered public accounting firm’s qualifications and independence; and

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the performance of our internal audit function and independent registered public accounting firm.

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identifying individuals qualified to become directors and recommending that the Board select the candidates for all directorships to be filled by the Board or by the shareholders;

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recommending directors to serve on committees and evaluating the operation and performance of the committees;

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developing and recommending to the Board the content of our Corporate Governance Guidelines and Code of Business Conduct and Ethics;

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overseeing the company’s environmental, social and governance strategy; and

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otherwise taking a leadership role in shaping our corporate governance.

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Relevant career experience

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Strength of character

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Mature judgment

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Familiarity with the company’s business and industry

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Independence of thought

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Ability to work collegially

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Corporate governance background

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Financial and accounting background

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Executive compensation background

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Size, composition and combined expertise of the existing Board

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Board diversity

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Existing commitments to other businesses

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Potential conflicts of interest with other pursuits

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Legal considerations

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The Board meets at least twice annually with our Chief Technology Officer and/or external cybersecurity experts to assess cybersecurity risks and to evaluate the status of our cybersecurity efforts, which include a broad range of tools and training initiatives that work together to protect the data and systems used in our business. The Board is aware of the threats presented by cybersecurity incidents and is committed to taking measures to help prevent and mitigate the effects of any such incidents.

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Our Chief Compliance Officer provides updates to the Board on regulatory and compliance matters, which includes an annual in-depth review.

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Our General Counsel updates the Board regularly on material legal and regulatory matters.

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Our Chief Human Resources Officer provides updates to the Board on Human Capital matters, including hiring investment, talent, reward strategy and diversity and inclusion.

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The senior leadership of our shareholder advisory business also presents periodically to the Board on key trends shaping the shareholder landscape across governance, executive compensation, activism-defense, strategic investor relations and ESG matters.

Key Risk Oversight Responsibilities of the Board’s Committees

Audit

Committee

Compensation

Committee

Nominating/Corporate Governance Committee

> Financial statements, accounting, and internal controls over financial reporting processes

> Qualifications, performance, and independence of independent registered public accounting firm

> Performance of internal audit

> Assessment of major risks facing the company and management’s efforts to manage those risks

> Overall compensation

philosophy

> Corporate goals and objectives relevant to compensation of the CEO and other Executive Officers, including annual performance objectives.

> Evaluation of the CEO’s performance and determination of the CEO’s compensation

> Review of other Executive Officers’ compensation

> Modification of any executive compensation program yielding payments not reasonably related to executive and corporate performance

> Review of potential material adverse effects on the company arising from compensation programs and plans for all employees

> The company’s human capital management strategy

> Administration of our clawback policy

> Director and committee member selection

> Evaluation of the Board, committees and management

> Development of the company’s corporate governance principles

> Evaluation of director independence and possible conflicts of interest

> Composition and size of the Board and committees

> The company’s environmental, social and governance strategy

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Business Strategy and Priorities

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Board Composition and Diversity

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Board Structure and Governance Practices

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Executive Compensation

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Corporate Sustainability

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Human Capital Management and Culture

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Character - each individual is responsible for protecting our reputation, operating with the highest level of integrity and positively contributing to the development of our company culture;

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Collaboration - working together allows us to learn from each other, leverage relationships and provide the best solutions;

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Commercial impact/client relationships - how we partner and gain the trust of our internal and external clients correlates to the reputation we earn across markets; and

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Content - our employees have deep and differentiated domain expertise, enabling thought leadership and innovation.

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The Board periodically discusses succession planning for our Named Executive Officers, including for our Chairman and CEO. The Board’s review includes an assessment of the experience, performance and skills of potential successors in these critically important roles. The Board holds CEO succession planning discussions in executive sessions led by the Lead Independent Director.

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The Board, including the Compensation Committee, maintains an active information flow with senior management and directs senior management to update and consult it regularly on key hires and other important aspects of the company’s human capital strategy. With the Board’s oversight, the company continuously refines human capital priorities based on business drivers, employee feedback and the overall environment for talent.

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Directors receive relevant employee communications, including announcements of transactions on which the company has advised.

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Performance objectives relating to an employee’s individual contributions to supporting a more inclusive culture are incorporated in firmwide reviews.

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We continue to support our employee resource groups, including PJT Partners Women’s Network, PJT Pride and the PJT Black Professional Network.

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by contacting the General Counsel in writing or in person at PJT Partners, Attn: General Counsel, 280 Park Avenue, New York, New York 10017;

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by contacting the Head of Internal Audit in writing or in person at PJT Partners, Attn: Head of Internal Audit, 280 Park Avenue, New York, New York 10017;

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by contacting the Chief Compliance Officer in writing or in person at PJT Partners, Attn: Chief Compliance Officer, 280 Park Avenue, New York, New York 10017;

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by submitting a report online at http://www.pjtpartners.ethicspoint.com; or

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by calling the Employee and Reporting Hotline at any time. The hotline can be reached in the U.S. at 1-844-279-8892; dialing instructions for callers outside the U.S. are available at http://www.pjtpartners.ethicspoint.com.

Name

Fees Earned or

Paid in Cash

Stock

Awards⁽¹⁾

Total

K. Don Cornwell

$26,932

$407,824

$434,756

James Costos

$28,126

$168,772

$196,898²

Emily K. Rafferty

$112,500

$112,559

$225,059

Thomas M. Ryan

—

$225,052

$225,052

Grace R. Skaugen

$112,500

$112,559

$225,059

Kenneth C. Whitney

$112,500

$112,559

$225,059

(1)

The amounts in this column reflect the aggregate awards of RSUs granted in fiscal year 2023 in accordance with Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC Topic 718”). A discussion of the assumptions used in calculating these values can be found in Note 10 to our 2023 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

(2)

Mr. Costos’ compensation for fiscal year 2023 reflects an election prior to fiscal year 2023 to change the proportion of stock and cash that comprised his compensation.

Proposal 2: Advisory Resolution to Approve Executive Compensation

Board Recommendation

The Board recommends that you vote “FOR” approval of the compensation of our Named Executive Officers.

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Annual incentive compensation that places a strong emphasis on company-wide financial performance, with consideration given to the individual performance of each Executive Officer.

>

An appropriate link between compensation and the creation of shareholder value through long-term equity awards.

>

A focus on collaboration, and therefore does not include individual revenue pay-outs at any level.

>

Consideration for each executive’s contribution to leadership and talent development.

>

Benchmarking analysis to help us understand compensation practices of our competitors.

Proposal 3: Advisory Resolution on the Frequency of Future Advisory Resolutions to Approve Executive Compensation

Board Recommendation

The Board recommends that you vote for the holding of future advisory votes on the

compensation of our Named Executive Officers every “1 YEAR.”

Name

 

 

 

David A. Travin

Age

57

62

48

Position

Managing Partner

Chief Financial Officer

General Counsel

Professional Highlights

Prior to joining PJT Partners in early 2014 as one of the founding partners, Ms. Lee was Managing Director and Deputy Head of Global Investment Banking at Morgan Stanley. She joined Morgan Stanley in 1988 and spent most of her career in Mergers & Acquisitions, including six years in the firm’s London office, advising clients on a broad range of transactions across industries and geographies.

Ms. Lee was appointed the Deputy Head of Global Investment Banking in 2007 and joined Morgan Stanley’s Management Committee in 2011. Ms. Lee also serves on the Board of Directors of Good Shepherd Services. She received a B.A. from Amherst College.

Prior to joining PJT Partners, Ms. Meates was a Managing Director at Morgan Stanley, where she spent over 22 years working mostly in Global Capital Markets. During her tenure at Morgan Stanley, she served as Deputy Head of Global Capital Markets and co-Chair of the firm’s Capital Commitment Committee.

Ms. Meates was born in New Zealand. She received a law degree (LLB) from Canterbury University in New Zealand and an MBA with honors from Columbia Business School. She serves on the boards of the SMA Foundation, the Bridgehampton Chamber Music Festival and Play Rugby USA.

Prior to joining PJT Partners in December 2016, Mr. Travin was a member of the legal departments of both UBS AG and Deutsche Bank AG. Through the end of 2020, Mr. Travin served as the company’s Deputy General Counsel. He currently serves on the Board of Directors of Only Make Believe, a nonprofit organization based in New York City. Mr. Travin received a B.S. in Industrial and Labor Relations from Cornell University and a J.D. from The George Washington University Law School.

Element

Key Features

Highlights

Fixed Compensation

Base Salary

> Fixed pay

> Informed by reference to peer group and adjusted for, among other variables, tenure and experience

> Level also takes into account scope of role

> Reviewed annually

> Base salaries have not been adjusted since October 1, 2015 for Mr. Taubman, January 1, 2016 for Ms. Lee and January 1, 2021 for Mr. Travin.

> Base salary for Ms. Meates adjusted from $500,000 to $1,000,000 as of January 1, 2023.

Annual Incentive Compensation (Discretionary Performance-Based)

Cash Bonus

> Variable pay delivered in cash

> Mr. Taubman has not received any cash compensation in excess of base salary since the company’s inception

Annual Long-Term Incentive Awards

> Variable pay typically granted in equity

> Equity grants account for, on average, approximately 43% of the Annual Incentive Compensation for the Named Executive Officers (other than Mr. Taubman)

> The percentage of the Named Executive Officers’ total 2023

annual incentive compensation that was delivered in the form of a long-term equity award was 47% for Ms. Lee, 43% for Ms. Meates and 38% for Mr. Travin

> Equity awards granted with respect to performance in calendar year 2023 to Ms. Lee, Ms. Meates and Mr. Travin vest over four years, with the first tranche vesting after two years

> Mr. Taubman did not receive an annual incentive award related to his 2023 performance

>

Paul J. Taubman, our Chairman and CEO;

>

Ji-Yeun Lee, our Managing Partner;

>

Helen T. Meates, our Chief Financial Officer; and

>

David A. Travin, our General Counsel.

 Lazard Ltd

Evercore Inc.

Houlihan Lokey, Inc.

Moelis & Company

Perella Weinberg Partners

>

share price performance,

>

revenue growth,

>

adjusted pretax income growth and

>

adjusted net income per share growth

>

Ji-Yeun Lee. With respect to the assessment of individual performance, the factors considered for Ms. Lee were her leadership and executive management role with our company, including: continued evidence of the growth in cross-company revenue generating opportunities; year over year outperformance of the business relative to peers and continued success in the attraction and retention of top talent to the company at all levels with particular emphasis on Strategic Advisory investments.

>

Helen T. Meates. With respect to the individual assessment of Ms. Meates, factors considered included: Ms. Meates’ leadership and oversight of our global finance function including its strategic reporting and analytics capability; the continued building and maintenance of relationships with our investors, clients, equity research community, auditors and regulators; and effective management of corporate finance, including efficiency related to non-compensation expense management.

>

David A. Travin. With respect to the individual assessment of Mr. Travin, factors considered included: Mr. Travin’s leadership and oversight of our global legal and compliance functions; effectively managing the company’s preparedness for evolving

Name and

Principal Position

Year

Salary

Bonus

Stock

Awards⁽¹⁾

Total

Paul J. Taubman

2023

$1,000,000

$1,000,000

2022

$1,000,000

$1,000,000

2021

$1,000,000

$799,500

$1,799,500

Ji-Yeun Lee

2023

$1,000,000

$1,847,700

$1,640,300

$4,488,000

2022

$1,000,000

$1,852,500

$1,647,500

$4,500,000

2021

$1,000,000

$1,867,500

$1,632,500

$4,500,000

Helen T. Meates

2023

$1,000,000

$1,422,100

$1,065,900

$3,488,000

2022

$500,000

$1,652,500

$1,347,500

$3,500,000

2021

$500,000

$4,667,500

$1,332,500

$6,500,000

David A. Travin

2023

$500,000

$1,071,500

$666,500

$2,238,000

2022

$500,000

$1,027,500

$622,500

$2,150,000

2021

$500,000

$725,000

$525,000

$1,750,000

(1)

The dollar amounts of the RSUs and/or LTIP units included in this column may differ from the grant date fair values of such awards as computed in accordance with ASC Topic 718 and reported in the “Summary Compensation Table.” In the case of Ms. Lee, Ms. Meates and Mr. Travin, the 2021 stock awards include Performance LTIPs granted as part of the long-term incentive component of 2021 annual compensation. Mr. Taubman’s Performance LTIPs are not included in this presentation as such awards are not intended as annual compensation, but are long-term performance and retention focused and the company does not currently anticipate granting any additional annual equity incentives to Mr. Taubman through the end of 2026.

>

mental health awareness and support;

>

fighting diseases and supporting medical treatment and prevention services;

>

anti-discrimination and racial equity; or

>

strengthening communities.

>

any clawback, forfeiture or other similar policy adopted by the Board or the Compensation Committee and as in effect from time to time, and

>

applicable law.

>

unauthorized disclosure of any confidential or proprietary information of the company;

>

any activity that would be grounds to terminate the participant’s employment for Cause (as defined in the Omnibus Incentive Plan); or

>

the breach of any non-competition, non-solicitation or other agreement containing restrictive covenants, the Compensation Committee may, in its sole discretion, provide for one or both of the following: cancellation of any or all of such participant’s outstanding awards, or forfeiture by the participant of any gain realized on the vesting or exercise of awards, and to repay any such gain promptly to the company.

>

misconduct by the employee in taking actions, or failing to take actions, that result in, or reasonably could be expected to result in, material detriment to the company or its business activities, including, without limitation, financial or reputational harm to the company or its business activities;

>

fraud, material misrepresentation or other dishonest acts by the employee which resulted in a determination by the Compensation Committee of an amount of such employee’s annual bonus that was greater than the amount the employee would have otherwise been entitled to but for such fraud, material misrepresentation or other dishonest act;

>

the employee’s gross negligence in, or other impropriety related to (including any failure to monitor or discharge supervisory or managerial responsibilities), failing to timely and reasonably identify, raise or assess issues and/or concerns with respect to risks material to the company or its business activities; or

>

following the termination of the employee’s employment, the company determines that such employee’s employment could have been terminated by the company for cause.

>

In addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to our Chief Executive Officer and Chief Financial Officer; and

>

Otherwise deemed automatically amended to include the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the NYSE.

Named Executive Officer

Ownership

Requirement Multiple

Ownership

Requirement Value

Paul J. Taubman

10x Base Salary

$10,000,000

Ji-Yeun Lee

5x Base Salary

$5,000,000

Helen T. Meates

5x Base Salary

$5,000,000

David A. Travin

5x Base Salary

$2,500,000

Name and

Principal

Year

Salary

Bonus⁽¹⁾

Stock

Awards⁽²⁾⁽³⁾

Other⁽³⁾

Total

Paul J. Taubman

2023

$1,000,000

$29,620

$1,029,620

2022

$1,000,000

$39,100,000

$16,595

$40,116,595

2021

$1,000,000

$15,000

$1,015,000

Ji-Yeun Lee

2023

$1,000,000

$1,847,700

$1,653,164

$29,620

$4,530,484

2022

$1,000,000

$1,852,500

$1,971,031

$16,595

$4,840,126

2021

$1,000,000

$1,867,500

$1,649,703

$15,000

$4,532,203

Helen T. Meates

2023

$1,000,000

$1,422,500

$1,352,121

$29,620

$3,804,241

2022

$500,000

$1,652,500

$1,608,809

$16,595

$3,777,904

2021

$500,000

$4,667,500

$1,346,550

$15,000

$6,529,050

David A. Travin

2023

$500,000

$1,071,500

$624,613

$29,620

$2,225,733

2022

$500,000

$1,027,500

$633,889

$16,570

$2,177,959

2021

$500,000

$725,000

$138,720

$15,000

$1,378,720

(1)

2023 bonus amounts represent the cash component of the annual incentive compensation earned for 2023 performance and paid in the following year. In the case of Ms. Lee, Ms. Meates and Mr. Travin, the remainder of the 2023 performance year annual incentive compensation was paid in the form of RSUs, as discussed above in “Elements of Our Compensation Program—Annual Incentive Compensation—Long-Term Incentive Awards.” As these RSUs were granted in 2024, pursuant to the rules of the SEC, the stock awards reported for 2023 for Ms. Lee, Ms. Meates and Mr. Travin do not include their respective portion of the annual incentive compensation that was paid in RSUs. The amounts paid in the form of RSUs for performance year 2023 are as follows: Ms. Lee—$1,640,300; Ms. Meates—$1,065,900; and Mr. Travin—$666,500.

(2)

The amounts included in this column represent the aggregate grant date fair value of the equity awards computed in accordance with ASC Topic 718. A discussion of the assumptions used in calculating these values can be found in Note 10 to our 2023 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. For 2022, the value represents Performance LTIPs granted on February 10, 2022 to Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin. Consistent with granting these long-term Performance LTPIs the company does not currently anticipate paying Mr. Taubman any further equity incentive compensation through the end of 2026. In the case of Mr. Lee, Ms. Meates and Mr. Travin these awards appertain to the 2021 performance year. Performance LTIPs are subject to both service and performance conditions. Performance LTIPs satisfy the time-vesting requirement over a five-year period, with 20% of the service condition met per year commencing on March 1, 2023. The performance condition for the Performance LTIPs will be deemed satisfied to the extent that the company’s Class A common stock achieves the designated dividend-adjusted per-share prices ranging from $100 to $130. The number of Performance LTIPs for which the performance condition has been met will be determined (i) on a quarterly basis at the end of each fiscal quarter to occur after the grant date and (ii) as of and for the period ended on February 28, 2027 (the “End Date”), based on the highest 20-day VWAP to have been achieved at any time starting on the grant date and ending on the applicable quarter-end measurement date, throuh the End Date. If, as of any measurement date, the highest 20-day VWAP is between $100 and $130, then the percentage of the total Performance LTIPs that will become Earned Performance LTIPs as of such time shall be determined by linear interpolation between 50% and 100%. The number of Performance LTIPs reported reflects the total number of units granted even though the performance period will not end until February 28, 2027 and vesting is contingent on meeting volume-weighted average share price targets. Therefore, there is no assurance that any portion of these units will be earned. Given that the Performance LTIPs vest according to service and market conditions, they have no maximum grant date fair values that differ from the grant date fair values presented in the table.

(3)

We make available to our partners, including our Named Executive Officers, financial planning services on an annual basis paid for by the company. In 2023, each of our Named Executive Officers used this service. The amount includes charitable contributions made by the company to charitable organizations selected by Named Executive Officers pursuant to the Partners Giving Program described above in the section titled, “Employee Benefits; Perquisites.” Named Executive Officers do not receive any direct financial benefit from the Partners Giving Program because the charitable deductions accrue solely to the company. In addition, we make available to our CEO and on occasion by exception, to other partners, including our Named Executive Officers, personal use of a company leased aircraft when it is not being used for business purposes, for which the company is reimbursed the full incremental costs associated with such use.

Name

Grant

Date

Action

Date⁽¹⁾

All Other stock

Awards: Shares of

Stock or Stock Units⁽²⁾

Grant Date

Fair Value

of Stock and

Option

Awards⁽³⁾

Paul J. Taubman

Ji-Yeun Lee

5/24/23

5/24/23

21,208

$1,653,164

Helen T. Meates

5/24/23

5/24/23

17,346

$1,352,121

David A. Travin

5/24/23

5/24/23

$624,613

(1)

RSU awards as long-term incentives are granted in the year following the fiscal year performance period. For instance, the RSUs granted to each of Ms. Lee, Ms. Meates and Mr. Travin for performance year 2023 were granted in 2024 and, therefore, are not included in this table since they were not granted in 2023.

(2)

Represents RSUs granted in fiscal 2023 to each of Ms. Lee, Ms. Meates and Mr. Travin, each for 2022 performance. Any dividends paid by us on our Class A common stock will be accrued in additional RSUs on such RSU amounts and such additional dividend RSUs so credited shall be or become vested to the same extent as the RSUs that resulted in the crediting of such additional RSUs with respect to each vesting tranche of RSUs.

(3)

The average closing price of a share of our Class A common stock over the five trading days immediately prior to and the five trading days immediately following the date that we first publicly issued our earnings release for fiscal year 2022 (with the date earnings are released representing the first day of the second five day period) was used in order to determine the number of RSUs to be granted, with grants made effective on May 24, 2023 following Compensation Committee approval on May 24, 2023. Since the grant date fair value of these RSU awards is computed in accordance with ASC Topic 718, the amounts reported generally differ from the dollar amount of the portion of the 2022 performance year long-term incentive award grant.

Stock Awards

Name

Number of Shares

or Units of

Stock that Have

Not Vested

Market Value of

Shares or Units of

Stock that Have

Not Vested⁽¹⁾

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares, Units or

Other Rights that

Have Not

Vested⁽²⁾

Equity

Incentive

Plan Awards:

Market or

Payout Value of

Unearned

Shares, Units or

Other Rights that

Have Not Vested

Paul J. Taubman

​400,000⁽³⁾

​$40,748,000

​500,000

$50,935,000

Ji-Yeun Lee

$​5,874,537

​25,205

$​2,567,633

Helen T. Meates

$​4,788,764

​20,573

$​2,095,772

David A. Travin

$​2,087,819

​8,106

$​825,758

(1)

Based on the closing price of our Class A common stock of $101.87 on December 31, 2023.

(2)

Amounts included in this column reflect Performance LTIPs granted on February 10, 2022. Performance LTIPs are subject to both service and performance conditions. Performance LTIPs satisfy the time-vesting requirement over a five-year period, with 20% of the service condition met per year commencing on March 1, 2023. The performance condition for the Performance LTIPs will be deemed satisfied to the extent that the company’s Class A common stock achieves the designated dividend-adjusted per-share prices ranging from $100 to $130. The number of Performance LTIPs for which the performance condition has been met will be determined (i) on a quarterly basis at the end of each fiscal quarter to occur after the grant date and (ii) as of and for the period ended on the End Date, based on the highest 20-day VWAP to have been achieved at any time starting on the grant date and ending on the applicable quarter-end measurement date, through the End Date. If, as of any measurement date, the highest 20-day VWAP is between $100 and $130, then the percentage of the total Performance LTIPs that will become Earned Performance LTIPs as of such time shall be determined by linear interpolation between 50% and 100%. The number of Performance LTIPs reported reflects the total number of units granted even though the performance period will not end until February 28, 2027 and vesting is contingent on meeting volume-weighted average share price targets. Therefore, there is no assurance that any portion of these units will be earned. During the year ended December 31, 2023, the Company achieved a 20-day VWAP in excess of $100.

(3)

This amount consists of (i) 100,000 LTIPs that vest on March 1, 2024, (ii) 100,000 LTIPs that vest on March 1, 2025, (iii) 100,000 LTIPs that vest on March 1, 2026 and (iv) 100,000 LTIPs that vest on March 1, 2027.

(4)

This amount consists of (i) 7,513 RSUs and 5,041 LTIPs that vest on March 1, 2024, (ii) 14,583 RSUs and 5,041 LTIPs that vest on March 1, 2025, (iii) 7,069 RSUs and 5,041 LTIPs that vest on March 1, 2026, (iv) 7,069 RSUs and 5,041 LTIPs that vest on March 1, 2027 and (v) 1,268 unvested dividend equivalent RSUs.

(5)

This amount consists of (i) 6,133 RSUs and 4,115 LTIPs that vest on March 1, 2024, (ii) 11,915 RSUs and 4,115 LTIPs that vest on March 1, 2025, (iii) 5,782 RSUs and 4,115 LTIPs that vest on March 1, 2026, (iv) 5,782 RSUs and 4,115 LTIPs that vest on March 1, 2027 and (v) 939 unvested dividend equivalent RSUs.

(6)

This amount consists of (i) 2,300 LTIPs that vest on March 1, 2024, (ii) 6,921 RSUs and 2,300 LTIPs that vest on March 1, 2025, (iii) 2,671 RSUs and 1,621 LTIPs that vest on March 1, 2026, (iv) 2,671 RSUs and 1,621 LTIPs that vest on March 1, 2027 and (v) 389 unvested dividend equivalent RSUs.

Stock or Unit Awards

Name

Number of Shares or Units Acquired

on Vesting⁽¹⁾

(#)

Value Realized on Vesting⁽²⁾

Paul J. Taubman

100,000

$10,306,000

Ji-Yeun Lee

$2,071,489

Helen T. Meates

$1,521,733

David A. Travin

$​309,493

(1)

Represents the aggregate number of RSUs, LTIPs and Performance LTIPs to Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin, that vested in 2023. During the year ended December 31, 2023, a portion of Performance LTIP Units vested on the basis of achieving the first performance hurdle of a 20-day VWAP in excess of $100 and having satisfied the first service condition of the award.

(2)

The value realized on vesting of the equity awards is the product of (a) the closing price on the NYSE of a share of our Class A common stock on the vesting date (or, if the vesting date was not a trading day, the immediately preceding trading day), multiplied by (b) the number of equity awards vested.

(1)

the covenants of non-competition and non-solicitation of clients and investors will expire upon termination, and

(2)

the covenants of non-solicitation of employees and consultants will expire six months after termination. Mr. Taubman is also subject to perpetual covenants of confidentiality and non-disparagement.

>

“cause” means the occurrence or existence of any of the following:

(i)

Mr. Taubman’s willful act of fraud, misappropriation, or embezzlement against PJT Partners Holdings that has a material adverse effect on the business of PJT Partners Holdings.

(ii)

Mr. Taubman’s conviction of a felony; or

(iii)

an un-appealable final determination by a court or regulatory body having authority with respect to securities laws that Mr. Taubman violated any applicable securities laws or any rules or regulations thereunder if such final determination:

(A)

bars Mr. Taubman from employment in the securities industry or

(B)

renders Mr. Taubman unable to substantially perform his duties to PJT Partners Holdings; provided that, PJT Partners Holdings must provide a notice of termination to Mr. Taubman within 60 days of the occurrence of the event constituting “cause,” and, other than with respect to clause (ii) above, Mr. Taubman will have the opportunity to cure within 30 days of receiving such notice.

>

“Good reason” means the occurrence of any of the following events without Mr. Taubman’s written consent:

(i)

a material adverse change in Mr. Taubman’s titles, positions, authority, duties or responsibilities.

(ii)

the assignment of any duties materially inconsistent with Mr. Taubman’s positions.

(iii)

a reduction of Mr. Taubman’s salary.

(iv)

the relocation of Mr. Taubman’s principal place of service to anywhere other than PJT Partners Holdings’ principal office.

(v)

a material breach by PJT Partners Holdings or its affiliates of the CEO Agreement or any other material agreement with PJT Partners Holdings or its affiliates.

(vi)

the failure of PJT Partners Holdings to nominate Mr. Taubman or Mr. Taubman’s failure to be elected to the Board (other than as a result of Mr. Taubman’s voluntary resignation) or Mr. Taubman’s removal as a member of the Board by PJT Partners Holdings (other than for “cause”);

(vii)

the hiring or firing of any Executive Officer; or

(viii)

the failure by PJT Partners Holdings to obtain written assumption of the partner agreement by a purchaser or successor of PJT Partners Holdings; provided that, Mr. Taubman must provide a notice of termination to PJT Partners Holdings within 60 days of the occurrence of the event constituting “good reason,” and PJT Partners Holdings will have the opportunity to cure within 30 days of receiving such notice.

>

“Board Change Good Reason” means the occurrence of any of the following events without Mr. Taubman’s written consent:

(i)

A material adverse change in Mr. Taubman’s titles, positions, authority, duties or responsibilities.

(ii)

The assignment of any duties materially inconsistent with Mr. Taubman’s positions.

(iii)

A reduction of Mr. Taubman’s salary.

(iv)

The relocation of Mr. Taubman’s principal place of service to anywhere other than PJT Partners Holdings’ principal office.

(v)

A breach by PJT Partners Holdings or its affiliates of the CEO Agreement or any other material agreement with PJT Partners Holdings or its affiliates.

(vi)

The failure of PJT Partners Holdings to nominate Mr. Taubman or Mr. Taubman’s failure to be elected to the Board (other than as a result of Mr. Taubman’s voluntary resignation) or Mr. Taubman’s removal as a member of the Board by PJT Partners Holdings (other than for “cause”); (vii) the failure by PJT Partners Holdings to obtain written assumption of the CEO Agreement by a purchaser or successor of PJT Partners Holdings.

(vii)

PJT Partners Holdings or any of its affiliates effecting a material disposition, acquisition or other business combination.

(viii)

PJT Partners Holdings or any of its affiliates entering into a new significant business line or discontinuing a significant existing business line.

(ix)

the hiring or firing of any Executive Officer; or

(x)

PJT Partners Holdings or any of its affiliates making any material compensation decisions with respect to employees other than Mr. Taubman or PJT Partners Holdings or any of its affiliates failing to implement any material compensation decision made by Mr. Taubman with respect to employees; provided that, Mr. Taubman must provide a notice of termination to PJT Partners Holdings within 120 days of the occurrence of the event constituting “Board Change Good Reason,” and PJT Partners Holdings will have the opportunity to cure within 10 days of receiving such notice.

>

“Board Change of Control” means a majority of the members of the Board ceasing to be “continuing directors” which means any member of the Board who:

(i)

was a member of such board immediately following the merger and spin-off transactions on October 1, 2015; or

(ii)

was nominated for election or elected or appointed to the board with the approval of a majority of the “continuing directors” who were members of such board at the time of such nomination, election or appointment.

>

“cause” means the occurrence or existence of any of the following:

(i)

(x) any material breach of the partner agreements, (y) material breach of any material rules or regulations of PJT Partners Holdings applicable that have been provided that has a material adverse effect on the business of PJT Partners Holdings, or (z) deliberate and repeated failure to perform substantially the Executive Officer’s material duties to PJT Partners Holdings; provided that, in the case of any of the foregoing clauses (x), (y) or (z), PJT Partners Holdings has given the Executive Officer written notice within fifteen days after PJT Partners Holdings becomes aware of such action and, to the extent such action is curable, the Executive Officer fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by the Executive Officer of such notice (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided that the Executive Officer is diligently pursuing such cure);

(ii)

any act of fraud, misappropriation, embezzlement or similar conduct by the Executive Officer against PJT Partners Holdings; or

(iii)

conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime of moral turpitude, or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations, that the Executive Officer individually has violated any securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on:

(A)

the Executive Officer’s ability to function as a partner, taking into account the services required of the Executive Officer and the nature of PJT Partners Holdings’ business, or

(B)

the business of PJT Partners Holdings.

>

“good reason” means the occurrence of any of the following events without the Executive Officer’s written consent:

(i)

a material adverse change in the Executive Officer’s title, authority, duties or responsibilities;

(ii)

the relocation of the Executive Officer’s principal place of service by more than 50 miles;

(iii)

a material breach by PJT Partners Holdings or its affiliates of the partner agreement or any other material agreement with PJT Partners Holdings or its affiliates; or

(iv)

the failure by PJT Partners Holdings to obtain written assumption of the partner agreement by a purchaser or successor of PJT Partners Holdings; provided that, the Executive Officer must provide a notice of termination to PJT Partners Holdings within 60 days of the occurrence of the event constituting Good Reason, and in the event the Executive Officer provides notice of “good reason,” PJT Partners Holdings will have the opportunity to cure such event constituting “good reason” within 30 days of receiving such notice.

Name

Accelerated Vesting of Equity Awards⁽¹⁾⁽²⁾

Paul J. Taubman

Termination by Us with “Cause”

​—

Termination by Us without “Cause”

​$40,748,000

Disability

​$40,748,000

Death

​$40,748,000

Change in Control

​$40,748,000

Ji-Yeun Lee

Termination by Us with “Cause”

Termination by Us without “Cause”

$5,874,537

Disability

$5,874,537