PJT Partners Inc. Stock Compensation Disclosure
Overview
On May 24, 2023 the Company adopted the Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan (the “PJT Equity Plan”), which amended the Amended and Restated 2015 PJT Partners Inc. Omnibus Incentive Plan. The PJT Equity Plan authorized an additional 16 million shares of PJT Partners Inc. Class A common stock for the purpose of providing incentive compensation measured by reference to the value of the Company's Class A common stock or Partnership Units. The PJT Equity Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, partnership interests and other stock-based or cash-based awards. Since October 1, 2015, the Company has authorized 33 million shares of the Company's Class A common stock for issuance of new awards under the PJT
Equity Plan, of which 12.3 million were available for issuance as of December 31, 2025. The Company intends to use PJT Partners' Class A common stock to satisfy vested awards under the PJT Equity Plan.
The following table represents equity-based compensation expense and related income tax benefit for the years ended December 31, 2025, 2024 and 2023:
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|
Year Ended December 31, |
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2025 |
|
|
2024 |
|
|
2023 |
|
|||
Equity-Based Compensation Expense |
|
$ |
234,344 |
|
|
$ |
209,185 |
|
|
$ |
178,535 |
|
Income Tax Benefit |
|
$ |
32,294 |
|
|
$ |
28,220 |
|
|
$ |
23,553 |
|
Restricted Stock Units
Pursuant to the PJT Equity Plan and in connection with the annual compensation processes and any ongoing hiring process or acquisitions, the Company issues RSUs, which generally vest over a service life of to five years. Awards are generally forfeited if the individual ceases to be employed by the Company prior to vesting.
The following table summarizes activity related to unvested RSUs, including those that have fully achieved market conditions in prior periods and remain subject to service conditions, for the year ended December 31, 2025:
|
|
Restricted Stock Units |
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|||||
|
|
|
|
|
Weighted- |
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||
|
|
|
|
|
Average |
|
||
|
|
|
|
|
Grant Date |
|
||
|
|
Number of |
|
|
Fair Value |
|
||
|
|
Units |
|
|
(in dollars) |
|
||
Balance, December 31, 2024 |
|
|
7,188,089 |
|
|
$ |
81.28 |
|
Granted |
|
|
1,360,848 |
|
|
|
174.63 |
|
Dividends Reinvested on RSUs |
|
|
(28,656 |
) |
|
|
29.21 |
|
Forfeited |
|
|
(47,178 |
) |
|
|
118.13 |
|
Vested |
|
|
(2,189,548 |
) |
|
|
70.07 |
|
Balance, December 31, 2025 |
|
|
6,283,555 |
|
|
$ |
105.37 |
|
As of December 31, 2025, there was $283.0 million of estimated unrecognized compensation expense related to unvested RSU awards. This cost is expected to be recognized over a weighted-average period of 1.2 years. The balance as of December 31, 2024 includes 909,636 RSU awards that had fully achieved market conditions with a weighted-average grant date fair value of $42.87. The weighted-average grant date fair value with respect to RSUs granted for the years ended December 31, 2024 and 2023 was $105.11 and $78.03, respectively. There were no RSUs granted that contained both service and market conditions for the year ended December 31, 2024. The weighted-average grant date fair value with respect to RSUs with both a service and market condition granted for the year ended December 31, 2023 was $60.13.
Partnership Units
In connection with the annual compensation processes and any ongoing hiring process or acquisitions, certain individuals are issued Partnership Units that, subject to certain terms and conditions, are exchangeable. The Board retains the sole option to determine whether to settle the exchange in either cash or for shares of PJT Partners Inc. Class A common stock on a one-for-one basis. These Partnership Units generally vest over a service life of to five years.
The following table summarizes activity related to unvested Partnership Units, including those that have fully achieved market conditions in prior periods and remain subject to service conditions, for the year ended December 31, 2025:
|
|
Partnership Units |
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|
|
|
|
|
Weighted- |
|
||
|
|
|
|
|
Average |
|
||
|
|
Number of |
|
|
Grant Date |
|
||
|
|
Partnership |
|
|
Fair Value |
|
||
|
|
Units |
|
|
(in dollars) |
|
||
Balance, December 31, 2024 |
|
|
1,299,131 |
|
|
$ |
59.16 |
|
Granted |
|
|
73,469 |
|
|
|
162.65 |
|
Vested |
|
|
(339,665 |
) |
|
|
52.07 |
|
Balance, December 31, 2025 |
|
|
1,032,935 |
|
|
$ |
68.85 |
|
As of December 31, 2025, there was $27.7 million of estimated unrecognized compensation expense related to unvested Partnership Units. This cost is expected to be recognized over a weighted-average period of 1.0 years. The balance as of December 31, 2024 includes 664,655 Partnership Unit awards that had fully achieved market conditions with a weighted-average grant date fair value of $39.10. The weighted-average grant date fair value with respect to Partnership Units granted for the years ended December 31, 2024 and 2023 was $106.41 and $76.82, respectively. There were no Partnership Units granted that contained both service and market conditions for the years ended December 31, 2024 and 2023.
Units Expected to Vest
The following unvested units, after expected forfeitures, as of December 31, 2025, are expected to vest:
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|
|
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Weighted- |
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||
|
|
|
|
|
Service Period |
|
||
|
|
Units |
|
|
in Years |
|
||
Restricted Stock Units |
|
|
5,976,555 |
|
|
|
1.2 |
|
Partnership Units |
|
|
1,029,320 |
|
|
|
1.0 |
|
Total Equity-Based Awards |
|
|
7,005,875 |
|
|
|
1.2 |
|
Deferred Cash Compensation
The Company has periodically issued deferred cash compensation in connection with annual incentive compensation as well as other hiring or retention related awards. These awards typically vest over a period of to four years. Compensation expense related to deferred cash awards was $46.2 million, $50.8 million and $41.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, there was $18.7 million of unrecognized compensation expense related to these awards. The weighted-average period over which this compensation cost is expected to be recognized is 1.3 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.