PJT Partners : Audit Committee Charter (Audit Committee Charter 2026)

About this update from Pjt Partners Inc.

PJT PARTNERS INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER PURPOSE The Audit Committee (the " Committee ") of the Board of Directors (the " Board of Directors ") of PJT Partners Inc. (the " Company ") shall: Provide assistance to the Company's Board of Directors with respect to its oversight of: The quality and integrity of the Company's financial statements and accounting and financial reporting processes; The Company's compliance with legal and regulatory requirements applicable to its financial statements and accounting and financial reporting processes; The independent registered public accounting firm's qualifications, performance and independence; and The performance of the Company's internal audit function. Prepare the audit committee report required by the Securities and Exchange Commission (the " SEC ") to be included in the Company's annual proxy statement. STRUCTURE AND OPERATIONS Composition and Qualifications The Committee shall be comprised of three or more members of the Board of Directors, each of whom shall be determined by the Board of Directors to be "independent" under the rules of the New York Stock Exchange (the " NYSE ") and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), subject, in each case, to an election by the Company to rely upon applicable transition periods. No member of the Committee may serve on the audit committee of more than three public companies, including the Company, unless the Board of Directors (i) determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and (ii) discloses such determination either on or through the Company's website or in the annual proxy statement. All members of the Committee shall be financially literate and have a working familiarity with basic finance and accounting practices (or acquire such familiarity within a reasonable period after his or her appointment). At least one member must have "accounting or related financial management expertise" in accordance with the rules of the New York Stock Exchange. It is expected that at least one member of the Committee will be an "audit committee financial expert" as defined by the SEC and may be the same person as that with "accounting or related financial management expertise." Committee members may enhance their familiarity with finance and accounting by participating in educational programs conducted by the Company or by an outside consultant. Appointment and Removal The members of the Committee shall be appointed by the Board of Directors and each member shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation, removal, disqualification or death. The members of the Committee may be removed, with or without cause, by action of the Board of Directors. Chairperson Unless a chairperson of the Committee (" Chairperson ") is selected by the Board of Directors, the members of the Committee shall designate a Chairperson by the majority vote of the full Committee membership. The Chairperson of the Committee will chair all regular sessions of the Committee and is responsible for setting the agendas of Committee meetings. In the absence of the Chairperson of the Committee, the Committee shall select another member to preside. Delegation to Subcommittees The Committee may form subcommittees composed of one or more of its independent members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate. MEETINGS The Committee shall meet at least quarterly, or more frequently as circumstances dictate. The Chairperson of the Board of Directors or any member of the Committee may call meetings of the Committee. Unless otherwise restricted by the Company's certificate of incorporation or bylaws, all meetings of the Committee may be held telephonically. In addition, unless otherwise restricted by the Company's certificate of incorporation or by-laws, the Committee may act by unanimous written consent in lieu of a meeting. As part of its goal to foster open communication, the Committee shall periodically meet separately with each of management, the internal auditors (or other personnel or service provider responsible for the internal audit function) and the independent registered public accounting firm to discuss any matters that the Committee or each of these groups believe would be appropriate to discuss privately. In addition, the Committee should meet with the independent registered public accounting firm and management quarterly to review the Company's financial statements in a manner consistent with that outlined in Section IV of this Charter, which meetings may be conducted on the same day as the quarterly Board of Directors meetings. All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any such persons it deems appropriate in order to carry out its responsibilities. A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee. RESPONSIBILITIES AND DUTIES The following functions are expected to be the common recurring activities of the Committee in carrying out its responsibilities. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be required or appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee may also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time. The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and may, in its sole discretion, retain, obtain the advice of and terminate any consultant, legal counsel or other adviser to the Committee as it determines necessary or appropriate to carry out its duties. The Committee shall be directly responsible for the appointment, compensation and oversight of any consultant, legal counsel or other adviser retained by the Committee. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company and any advisers that the Committee chooses to engage, as well as funding for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall be given full access to the Company's internal auditors (or other personnel or service providers responsible for the internal audit function), Board of Directors, corporate executives, employees and independent registered public accountants as necessary to carry out these responsibilities. Notwithstanding the foregoing, the Committee is not responsible for certifying the Company's financial statements or guaranteeing the independent registered public accounting firm's report. The fundamental responsibility for the Company's financial statements and disclosures rests with management. Documents/Reports Review Review and discuss with management and the independent registered public accounting firm, prior to public dissemination the Company's annual audited financial statements and quarterly financial statements, including the Company's specific disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Management's Report on Internal Control Over Financial Reporting." Receive the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board (the " PCAOB "), regarding the independent registered public accounting firm's communications with the Committee concerning independence, and discuss with the independent registered public accounting firm the independent registered public accounting firm's independence. Discuss with the independent registered public accounting firm the matters required to be discussed by the applicable auditing standards issued by the PCAOB and approved by the SEC from time to time, including any critical audit matters. Review and discuss with management and the independent registered public accounting firm the Company's earnings press releases (paying particular attention to the use of any "pro forma" or "adjusted" non-GAAP information and measures), as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee's discussion in this regard may be general in nature ( i.e. , discussion of the types of information to be disclosed and the type of presentation to be made) and need not take place in advance of each earnings release or each instance in which the Company may provide earnings guidance. Review and discuss with management and the independent registered public accounting firm any major issues arising as to the adequacy and effectiveness of the Company's internal controls, any actions taken in light of material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting. Review the corporation's disclosure controls and procedures and internal control over financial reporting. The review of internal control over financial reporting shall include whether there are any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to affect the corporation's ability to record, process, summarize and report financial information and any fraud involving management or other employees with a significant role in internal control over financial reporting. Review and discuss with the independent registered public accounting firm a draft of the auditor's report. Independent Registered Public Accounting Firm Be directly responsible for the appointment, compensation, retention, oversight and termination of any independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company (including the resolution of disagreements between management and such firm regarding financial reporting). Inform each independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company that such firm must report directly to the Committee. Pre-approve all auditing services and non-audit services (other than " prohibited non-audit services ") to be provided to the Company by its independent registered public accounting firm. The Committee may delegate authority to one or more independent members to grant pre-approvals of audit and permitted non-audit services; provided that any such pre-approvals shall be presented to the full Committee at its next scheduled meeting. Notwithstanding the foregoing, pre-approval is not necessary for minor non-audit services if: (i) the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its independent registered public accounting firm during the fiscal year in which the non-audit services are provided; (ii) such services were not recognized by the Company at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Committee. The following shall be "prohibited non-audit services": (i) bookkeeping or other services related to the accounting records or financial statements of the Company; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, providing fairness opinions or preparing contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service that the PCAOB prohibits through regulation. Review, at least annually, the qualifications, performance and independence of the independent registered public accounting firm and present its conclusions with respect to the independent registered public accounting firm to the full Board of Directors. In conducting its review and evaluation, the Committee: will obtain and review a report by the Company's independent registered public accounting firm: (i) describing such firm's internal quality-control procedures; (ii) describing any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by such firm, and any steps taken to deal with any such issues; and (iii) to assess the independent registered public accounting firm's independence and all relationships between such firm and the Company; should review and evaluate the lead audit partner of the independent registered public accounting firm; will confirm and evaluate the rotation of the audit partners on the audit engagement team as required by law, and, to the extent it deems appropriate, should consider whether there should be regular rotation of the independent registered public accounting firm itself; and should, to the extent it deems appropriate, take into account the opinions of management and the Company's internal auditors (or other personnel or service providers responsible for the internal audit function).

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