PJT Partners Inc DEF 14A, filed Apr 10, 2023

PJT Partners Inc. (PJT)

DEF 14A 2023-04-10

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Added on June 12, 2026

About this DEF 14A

PJT Partners Inc filed this DEF 14A on April 10, 2023.

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

Executive Summary	1
Our Company	1
Matters to Be Voted on at the Annual Meeting	1
2022 Highlights	1
Proposal 1: Election of Directors	2
Proposal 2: Advisory Resolution to Approve Executive Compensation	3
Proposal 3: Approval of the Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan	4
Proposal 4: Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation	5
Proposal 5: Ratification of the Company’s Independent Registered Public Accounting Firm	6

Corporate Governance	7
Meet the Board of Directors	8
Nominees for Class II Directors Whose Terms Will Expire in 2026	8
Continuing Class I Directors Whose Terms Will Expire in 2025	9
Continuing Class III Directors Whose Terms Will Expire in 2024	10
Experience and Skills of Our Directors and Nominees	12
Diversity of the Board	14
Guiding Principles, Corporate Governance Practices and Policies of the Board	15
Board Leadership Structure	16
Chairman of the Board	16
Lead Independent Director	16
Board Committees	18
Board Committee Membership at a Glance	18
Audit Committee	18
Compensation Committee	18
Nominating/Corporate Governance Committee	19
Director Recruitment	19
Risk Management	20
The Board’s Role in Risk Oversight	20
The Board Committees’ Role in Risk Oversight	20
Cybersecurity and Data Protection	21
Culture of Compliance	22
Corporate Governance Guidelines	22
Code of Business Conduct and Ethics	22
Shareholder Engagement and Responsiveness	22
Human Capital Management Overview	23
Human Capital Management Philosophy	23
Reward Principles	23
Board Oversight of Human Capital Management	23
Employee Feedback and Engagement	23
Employer of Choice Initiatives	24
Diversity, Equity and Inclusion (“DE&I”)	24
Employee Development	24
Engagement with the Broader Community	25
Competition	25
Corporate Sustainability at PJT Partners	25
Director Independence	25
Management Succession Planning	26
Executive Sessions	26
Compensation Committee Interlocks and Insider Participation	26
Board and Committee Meetings; Annual Meeting Attendance	26

Communications with the Board	26
Whistleblower Program	26
Director Compensation	28
Minimum Equity Ownership Guidelines for Non-Management Directors	28
Director Compensation for Fiscal Year 2022	29

Executive Compensation	30
Executive Compensation Philosophy	31
Executive Officers	32
Elements of Our Named Executive Officer Compensation Program	33
Other Compensation Highlights	33
Say on Pay Vote	34
Compensation of Our Executive Officers	35
Compensation Discussion and Analysis	35
Roles of our Compensation Committee, Compensation Consultant and Management	35
Compensation Committee	35
Use of Independent Advisor	35
Management	35
Benchmarking Process	36
Elements of Our Compensation Program	36
Base Salary	36
Annual Incentive Compensation	37
Annual Incentive Compensation for Ms. Lee, Ms. Meates and Mr. Travin	37
Performance LTIPs Granted to Mr. Taubman	38
Alternative Presentation of Annual Compensation	38
Retirement Arrangements	39
Employee Benefits; Perquisites	39
Compensation Program Governance Features	39
Clawback Policy	39
Hedging and Pledging of Our Securities	40
Minimum Equity Ownership Guidelines for Named Executive Officers	41
Vesting of Equity Awards	41
No Individual Revenue Pay-Outs	41
Risk Considerations in Our Compensation Programs	41
Report of The Compensation Committee	42
Summary Compensation Table	43
Grants of Plan-Based Awards in 2022	44
Estimated Future Payouts Under Equity Incentive Plan Awards	44
Equity Awards at 2022 Fiscal Year-End	45
2022 Option Exercises and Stock Vested	46
Partner Agreements	47
Potential Payments upon Termination of Employment or Change in Control	49
Restricted Stock Unit Awards	49
LTIP Unit Awards	50
Performance LTIPs	50
CEO Pay Ratio	51
Pay versus Performance	52
Pay versus Performance Table	53
Description of Relationships Between Pay and Performance	54
Relationship Between Pay and Company and Peer TSR	54
Relationship Between Pay and Net Income	55
Relationship Between Pay and Share Price	55
Tabular List: Performance Measures	56
Equity Compensation Plan Information	56
Security Ownership of Certain Beneficial Owners and Management	57
Section 16(a) Reports	59
Certain Relationships and Related Person Transactions	59
Exchange Agreement	59
Registration Rights Agreement	60
Tax Receivable Agreement	60

PJT Partners Holdings Amended and Restated Limited Partnership Agreement	62
Partner Compensation Paid to K. Don Cornwell	66
Sublease with Dynasty Equity Partners Management, LLC	66

Second Amended and Restated Pjt Partners Inc. 2015 Omnibus Incentive Plan	67
Second Amended and Restated 2015 Omnibus Incentive Plan	68
Equity compensation aligns employee and shareholder interests	69
Recruitment and retention of senior talent has driven our strong growth	69
Equity-based long-term incentive awards are crucial to our recruitment and retention strategy	69
Traditional burn rate and dilution analyses do not take into account our people-based cost structure or our compensation and share repurchase practices	70
Burn Rate Calculation	70
Dilution Calculation	71
Anticipated Compensation Share Needs	72
A reduction in our use of equity-based compensation would require a corresponding increase in our use of alternative deferred compensation programs and cash compensation	72
Summary Description of the Omnibus Incentive Plan	72
Certain U.S. Federal Tax Aspects of the Omnibus Incentive Plan	77
Awards under the Amended and Restated Omnibus Incentive Plan	78
Registration with the SEC	79

Amendment to Amended and Restated Certificate of Incorporation	80
Reasons for the Amendment	81
Effect of the Amendment	82

Audit Matters	83
Ratification of Independent Registered Public Accounting Firm	84
Board Recommendation	84
Audit Fees	84
Pre-Approval Policies and Procedures	84
Report of The Audit Committee	85

Shareholder Proposals and Nominations For Our 2024 Annual Meeting	86

General Information About Our 2023 Annual Meeting	87
Participation in Our Annual Meeting	88
The Proxy Materials	88
Mailing of Proxy Materials	89
Notice of Internet Availability of Proxy Materials	89
Shares to be Voted at the Annual Meeting; Our Voting Structure Does Not Contain Super-Voting Powers	89
Annual Meeting Quorum	90
Required Votes	91
Voting at the Annual Meeting	92
Revocation of Your Vote	93
Confidentiality of Your Vote	93
Proxy Solicitation	93
Voting Results	93
Other Information	93
Contacting Our Corporate Secretary	94
Householding of Annual Meeting Materials	94
Other Matters	94

APPENDIX A: Glossary of Terms	A-1

APPENDIX B: U.S. GAAP Reconciliations	B-1

APPENDIX C: Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan	C-1

APPENDIX D: Certificate of Amendment of Amended and Restated Certificate of Incorporation	D-1

Shares in millions	2020	2021	2022	3-Year Average
Grants
Restricted Stock Units	2.8	1.6	2.0	2.1
Partnership Units	0.1	0.1	0.1	0.1
Awards Subject to Both Service and Market Conditions	0.1	0.0	2.6	0.9
Adjustment for Forfeitures	(0.2)	(0.4)	(0.1)	(0.2)
Net Grants	2.8	1.3	4.6	2.9
Repurchases⁽¹⁾	2.9	3.2	2.2	2.8
Net Issuance (Net Grants – Repurchases)	0.0	(1.9)	2.4	0.2
Percentage of Shares/Units Repurchased	101%	244%	47%	95%
PJT Shares Outstanding⁽²⁾	40.5	39.6	39.4	39.9
Burn Rate (Taking into Account Forfeitures)	7.0%	3.3%	11.6%	7.3%
Net Burn Rate (Also Taking into Account Share/Unit Repurchases)	(0.1%)	(4.8%)	6.1%	0.4%

Filed by the Registrant x	Filed by a party other than the Registrant o
Check the appropriate box:


	PJT PARTNERS INC.
	(Name of Registrant as Specified In Its Charter)

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

x	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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
ESG/Sustainability	Expertise or experience in Environmental, Social and Governance (“ESG”) and 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
ESG/ Sustainability

Background	Cornwell	Costos	Rafferty	Ryan	Skaugen	Taubman	Whitney
Black or African American
Gender
Male
Female
LGBTQ+
Age/Tenure
Age	52	60	74	70	69	62	65
Tenure	—⁽¹⁾	6	8	8	3	8	8

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 advice and insights to our clients. As such, diversity and the inclusion of historically underrepresented groups are important considerations in the composition of the Board.
Independent & Engaged Board	Five of our seven current directors (71%) are independent, with all Board committees comprised entirely of independent directors. During 2022, each director then serving on the Board attended at least 75% of all Board meetings and meetings of each Board committee on which they 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 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 and other matters. A thematic summary of recent investor conversations is included under the section “Shareholder Engagement and Responsiveness” on page 22.
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.

	Presides over all meetings of the Board at which the Chairman is not present, including any executive sessions of the independent directors or the non-management directors
	Provides leadership and serves as temporary Chairman in the event of the inability of the Chairman to fulfill his role due to crisis or other event or circumstance that would make leadership by existing management inappropriate or ineffective, in which case the Lead Independent Director shall have the authority to convene meetings of the full Board or management
	Assists in scheduling Board meetings and approves meeting schedules to ensure that there is sufficient time for discussion of all agenda items
	Collaborates with the CEO in determining the need for special meetings of the Board
	Collaborates with the CEO on Board meeting agendas and approves such agendas
	Communicates to the CEO, together with the Chairman of the Compensation Committee (if the Lead Independent Director and the Chairman of the Compensation Committee are not the same person), the results of the Board’s evaluation of CEO performance
	Coordinates Chairman and CEO succession planning
	Confers with the Chairman and CEO and senior management on the overall strategy of the company
	Is available for consultation and direct communication if requested by major shareholders
	Acts as the liaison between the independent or non-management directors and the Chairman, as appropriate
	Calls meetings of the independent or non-management directors when necessary and appropriate
	Provides leadership, in conjunction with the Chairman, in the Board evaluation process

	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)

Name	Fees Earned or Paid in Cash		Stock Awards⁽¹⁾		Total
James Costos	$	21,875	$	225,032	$	246,907
Dennis Hersch⁽²⁾	$	21,875		—		—
Emily K. Rafferty	$	91,250	$	112,554	$	203,804
Thomas M. Ryan		—	$	225,032	$	225,032
Grace R. Skaugen	$	100,000	$	112,554	$	212,554
Kenneth C. Whitney	$	100,000	$	112,554	$	212,554

(1)	The amounts in this column reflect the aggregate grant date fair value of restricted stock units granted in fiscal year 2022 in accordance with Financial Accounting Standards Board 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 2022 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.
	On June 1, 2022, Mr. Costos and Mr. Ryan were awarded 2,959 restricted stock units with a grant date fair value computed in accordance with ASC Topic 718 of $225,032, or $76.05 per share underlying each restricted stock unit, and Ms. Rafferty, Ms. Skaugen and Mr. Whitney were awarded 1,480 restricted stock units with a grant date fair value computed in accordance with ASC Topic 718 of $112,554, or $76.05 per share underlying each restricted stock unit. Subject to continued service as a director, 25% of each of these restricted stock unit grants generally has vested or will vest on each of August 31, 2022, November 30, 2022, February 28, 2023 and May 31, 2023. The shares of Class A common stock underlying such vested restricted stock units will be delivered on the earliest of (i) the termination of the director’s services, (ii) June 1, 2026 or (iii) a change in control of the company.
	As of December 31, 2022, each of Mr. Costos, Ms. Rafferty, Mr. Ryan, Ms. Skaugen and Mr. Whitney held 1,496, 748, 1,496, 1,739 and 748 unvested restricted stock units, respectively. These amounts include restricted stock units credited as dividend equivalents on the underlying restricted stock units held by Mr. Costos, Ms. Rafferty, Mr. Ryan, Ms. Skaugen and Mr. Whitney in connection with dividends paid by the company to holders of its Class A common stock. Credited dividend equivalents are subject to the same terms and conditions as the underlying restricted stock units.
(2)	Dennis Hersch served as our Lead Independent Director until he passed away on January 18, 2022.

	˃	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.


Name	Ji-Yeun Lee	Helen T. Meates	David A. Travin
Age	56	61	47
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 in January 2015, Ms. Meates worked at Morgan Stanley for 22 years, most recently serving as a Managing Director. Ms. Meates spent the majority of her career at Morgan Stanley in Global Capital Markets, including nine years in Leveraged Finance. In 2011, she was appointed Deputy Head of Global Capital Markets and Co-Chair of the firm’s Capital Commitment Committee. Ms. Meates also served on the firm’s Institutional Securities Risk Committee, Microfinance Advisory Board and Diversity Committee. Ms. Meates serves on the boards of the SMA Foundation and the Bridgehampton Chamber Music Festival. She received a law degree (LL.B.) from Canterbury University in New Zealand and an M.B.A. from Columbia Business School.	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, knowledge, ability 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 for 2023.
Annual Incentive Compensation (Discretionary Performance-Based) Value determined based on company-wide financial performance and individual objectives
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 annually 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 2022 annual incentive compensation that was delivered in the form of a long-term equity award was 47% for Ms. Lee, 45% for Ms. Meates and 38% for Mr. Travin. ˃ Equity awards granted with respect to performance in calendar year 2022 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 2022 performance.

Highest 20-day VWAP Between Grant Date and End Date	Percent of Total LTIP Units Granted that Become Earned LTIP Units
Less than $100	0%
$100	50%
$130	100%

Service Period End Date	Cumulative Service Requirement Satisfied
March 1, 2023	20%
March 1, 2024	40%
March 1, 2025	60%
March 1, 2026	80%
March 1, 2027	100%

	˃	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.

	˃	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; the continued development of the Strategic Advisory business, including 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.
	˃	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.
	˃	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, including a continued deepening of the bench strength of the talent therein; effectively managing the company’s risk exposure to potential litigation and regulatory matters; overseeing and enhancing the company’s compliance culture; strengthening relationships in the legal community and advising our bankers with appropriate legal and regulatory advice from a deal perspective.

Name and Principal Position	Year	Salary		Bonus⁽¹⁾		Stock Awards⁽²⁾		Total
Paul J. Taubman Chairman and CEO	2022	$	1,000,000		—		—	$	1,000,000
	2021	$	1,000,000		—	$	799,500	$	1,799,500
	2020	$	1,000,000		—	$	1,066,000	$	2,066,000
Ji-Yeun Lee Managing Partner	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
	2020	$	1,000,000	$	1,867,500	$	1,632,500	$	4,500,000
Helen T. Meates Chief Financial Officer	2022	$	500,000	$	1,652,500	$	1,347,500	$	3,500,000
	2021	$	500,000	$	1,667,500	$	1,332,500	$	3,500,000
	2020	$	500,000	$	1,667,500	$	1,332,500	$	3,500,000
David A. Travin General Counsel	2022	$	500,000	$	1,027,500	$	622,500	$	2,150,000
David A. Travin General Counsel	2021	$	500,000	$	725,000	$	525,000	$	1,750,000

	(1)	The cash bonus paid to Ms. Lee, Ms. Meates and Mr. Travin for performance year 2022 is subject to pro-rata repayment in the event such Named Executive Officer’s services are terminated by the company for Cause (as defined in the Omnibus Incentive Plan) or the Named Executive Officer resigns his or her services to the company for any reason within the next three years (100% repayment in case of resignation or termination for Cause prior to the end of 2023, 67% prior to the end of 2024 and 33% prior to the end of 2025).
	(2)	The dollar amounts of the restricted stock units and/or LTIP units included in this column may differ from the grant date fair values of such awards as computed in accordance with GAAP 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, are long-term performance and retention focused and the company does not anticipate granting any additional annual equity incentives to Mr. Taubman through the end of 2026. Restricted stock units for Ms. Lee, Ms. Meates and Mr. Travin pertaining to performance year 2022 included in this column are subject to approval by the Compensation Committee and are expected to be approved by the Compensation Committee in fiscal year 2023.

	(i)	unauthorized disclosure of any confidential or proprietary information of the company;
	(ii)	any activity that would be grounds to terminate the participant’s employment for Cause (as defined in the Omnibus Incentive Plan); or
	(iii)	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.

	(i)	Be 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
	(ii)	Otherwise be 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

	Submitted by the Compensation Committee:


	Thomas M. Ryan, Chair

	Emily K. Rafferty

	(1)	2022 bonus amounts represent the cash component of the annual incentive compensation earned for 2022 performance and paid in the following year. In the case of Ms. Lee, Ms. Meates and Mr. Travin, the remainder of the 2022 performance year annual incentive compensation is expected to be 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 are expected to be granted following approval by the Compensation Committee in May 2023, pursuant to the rules of the SEC, the stock awards reported for 2022 for Ms. Lee, Ms. Meates and Mr. Travin do not include their respective portion of the annual incentive compensation that is expected to be paid in RSUs. The amounts expected to be paid in the form of restricted stock units for performance year 2022 are as follows: Ms. Lee—$1,647,500; Ms. Meates—$1,347,500; and Mr. Travin—$622,500.
	(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 2022 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. For 2022, the value represents the grant on February 10, 2022 for the 2021 performance year of Performance LTIPs for Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin, which are subject to both time and performance vesting conditions, with the time vesting component occurring in equal installments over five years from the grant date, subject to continuous employment. The company does not currently anticipate paying Mr. Taubman any further equity incentive compensation through the end of 2026. The Performance LTIPs vest according to service and market conditions, and therefore 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 2022, each of our Named Executive Officers used this service. In addition, we make available to our partners, including our Named Executive Officers, and on occasion, their family members, personal use of a company leased aircraft when it is not being used for business purposes, for which the partners and the Named Executive Officers pay the full incremental costs associated with such use.

	(1)	Performance LTIPs awarded as long-term incentives are granted in the year following the fiscal year performance period. For instance, for RSUs expected to be granted to each of the Named Executive Officers for performance year 2022, such awards will be granted in 2023 and, therefore, are not included in this table since they were not granted in 2022.
	(2)	The Compensation Committee acted to award year-end equity-based awards for the 2021 performance period at its meeting on February 8, 2022, with the grants becoming effective on February 10, 2022.
	(3)	Represents Performance LTIPs granted in fiscal year 2022 to each of Mr. Taubman, Ms. Lee, Ms. Meates and Mr. Travin for 2021 performance. Performance LTIPs satisfy the time-vesting requirement over a five-year period with respect to 20% of the award per year. The performance vesting requirement for the Performance LTIPs will be deemed satisfied to the extent that the company’s Class A common stock achieves certain designated-adjusted per-share price targets, based on the 20-day VWAP of the company’s Class A common stock. If the company does not achieve the threshold 20-day VWAP during the performance period, no Performance LTIPs will vest. See “Other Compensation Highlights” on page 33 above, and the discussion following, for more information on LTIPs and Performance LTIPs.
	(4)	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 restricted stock units to be granted, with grants made effective on February 10, 2022. Since the grant date fair value of these Performance LTIP awards is computed in accordance with GAAP, the amounts reported generally differ from the dollar amount of the portion of the 2021 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⁽⁴⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested⁽⁵⁾	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested⁽⁴⁾
Paul J. Taubman	—		—	1,000,000	$	73,690,000
Ji-Yeun Lee	35,388⁽¹⁾	$	2,607,742	50,410	$	3,714,713
Helen T. Meates	26,922⁽²⁾	$	1,983,882	41,146	$	3,032,049
David A. Travin	7,639⁽³⁾	$	562,918	16,212	$	1,194,662

	(1)	This amount consists of (i) 11,106 restricted stock units that vested on March 1, 2023, (ii) 22,540 restricted stock units that vest ratably on March 1, 2023, 2024, and 2025 and (iii) 1,832 unvested dividend equivalent restricted stock units.
	(2)	This amount consists of (i) 7,136 restricted stock units that vested on March 1, 2023, (ii) 18,398 restricted stock units that vest ratably on March 1, 2023, 2024 and 2025, and (iii) 1,388 unvested dividend equivalent restricted stock units.
	(3)	This amount consists of (i) 1,063 restricted stock units that vested on March 1, 2023, (ii) 2,037 LTIPs that vest ratably on March 1, 2023, 2024 and 2025, (iii) 4,250 restricted stock units that vest on March 1, 2025, and (iv) 289 unvested dividend equivalent restricted stock units.
	(4)	Based on the closing price of our Class A common stock of $73.69 on December 31, 2022.
	(5)	Amounts included in this column reflect Performance LTIPs granted in fiscal 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% vesting per year commencing on March 1, 2023. The performance vesting requirement 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 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.