PJT Partners Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by PJT Partners Inc. on February 8, 2022, regarding events occurring on that date. The filing details the approval of performance-based long-term incentive plan (LTIP) unit grants to the Company's Chairman and Chief Executive Officer, Paul J. Taubman, and other senior executive officers.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The only financial figure disclosed is the annual base salary for Mr. Taubman, which remains at $1,000,000 for 2022.
Material Changes and Executive Compensation
The Compensation Committee approved the following grants effective February 10, 2022:
- Paul J. Taubman (Chairman & CEO): Granted 1,000,000 performance-based LTIP Units.
- Ji-Yeun Lee (Managing Partner): Granted 50,410 Performance LTIPs.
- Helen T. Meates (CFO): Granted 41,146 Performance LTIPs.
- David A. Travin (General Counsel): Granted 16,212 Performance LTIPs.
The grants to Ms. Lee, Ms. Meates, and Mr. Travin were part of their annual incentive compensation for performance year 2021. The Committee does not anticipate awarding Mr. Taubman further equity grants through the end of performance year 2026.
Terms, Vesting, and Performance Conditions
The Performance LTIPs are subject to a five-year time-based vesting schedule and a performance condition based on the Company's Class A common stock price.
Time-Based Vesting Schedule
| Cumulative Service Requirement | Service Period End Date |
|---|---|
| 20% | March 1, 2023 |
| 40% | March 1, 2024 |
| 60% | March 1, 2025 |
| 80% | March 1, 2026 |
| 100% | March 1, 2027 |
Performance Vesting Conditions
Vesting is contingent on the highest 20-day volume-weighted average share price (VWAP) achieved between the Grant Date and the End Date (February 28, 2027):
- Less than $100: 0% of units earned.
- $100: 50% of units earned.
- $130: 100% of units earned.
- Between $100 and $130: Linear interpolation between 50% and 100%.
Performance is measured quarterly and finally on the End Date. Standard exceptions for change in control, death, disability, and termination without cause apply.
Investor Verification Checklist
- Verify the exact terms of the award agreement, which will be filed as an exhibit to the Form 10-Q for the quarter ended March 31, 2022.
- Monitor the Company's Class A common stock 20-day VWAP to assess the likelihood of performance vesting thresholds being met.
- Confirm that no further equity grants are made to Mr. Taubman through 2026 as stated by the Compensation Committee.
- Review the 10-Q filing for the specific forfeiture provisions and change in control definitions applicable to these awards.