PJT Partners : Corporate Governance Guidelines (Corporate Governance Guidelines 2026)

About this update from Pjt Partners Inc.

PJT PARTNERS INC. CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors (the " Board ") of PJT Partners Inc. (the " Company ") has adopted these corporate governance guidelines, which describe the principles and practices that the Board will follow in carrying out its responsibilities. It is expected that these guidelines will be reviewed by the Nominating/Corporate Governance Committee from time to time to ensure that they comply with all applicable laws, regulations and stock exchange requirements. Role and Responsibility of the Board The Board directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company and its stockholders. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company. Board Composition, Structure and Policies Independence of Directors . The Company defines an "independent" director in accordance with Section 303A.02 of the Listed Company Manual of the New York Stock Exchange (" NYSE "). No director will be considered "independent" unless the Board affirmatively determines at least annually that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company), which in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NYSE independence definition includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board is also responsible for determining affirmatively, as to each independent director, that no material relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board will broadly consider all relevant facts and circumstances, including information provided by the directors and the Company with regard to each director's business and personal activities as they may relate to the Company and the Company's management. As the concern is independence from management, the Board does not view ownership of even a significant amount of stock, by itself, as a bar to an independence finding. Selection of Chairperson of the Board and Chief Executive Officer . The Board shall select the Company's Chief Executive Officer (" CEO ") in any way it considers in the best interests of the Company. For so long as Paul J. Taubman serves as CEO and as a director of the Company, he shall serve as the chairperson of the Board (the " Chairperson "). At any other time, the Board shall select its Chairperson in any way it considers in the best interests of the Company. Director Qualification Standards . The Nominating/Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board. When considering director candidates, the Nominating/Corporate Governance Committee will seek individuals with backgrounds and qualities that, when combined with those of the Company's incumbent directors, provide a blend of skills and experience to further enhance the effectiveness of the Board. More specifically, it is expected that the Nominating/Corporate Governance Committee will consider (a) individual qualifications, including relevant career experience, strength of character, mature judgment, familiarity with the Company's business and industry, independence of thought and an ability to work collegially and (b) all other factors it considers appropriate, which may include age, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations, corporate governance background, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board. The Board should monitor the mix of specific experience, qualifications and skills of its 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. Stockholders may also nominate directors for election at the Company's annual stockholders meeting by following the provisions set forth in the Company's by-laws, whose qualifications the Nominating/Corporate Governance Committee will consider. Change in Present Job Responsibility . Directors should offer to resign upon a significant change of the director's principal current employer or principal employment, or other similarly significant change in professional occupation or association. The Board shall determine the action, if any, to be taken with respect to the offer to resign. Director Orientation and Continuing Education . Management, working with the Board, will provide an orientation process for new directors and coordinate director continuing education programs. The orientation programs are designed to familiarize new directors with the Company's businesses, strategies and challenges and to assist new directors in developing and maintaining skills necessary or appropriate for the performance of their responsibilities. As appropriate, management shall prepare additional educational sessions for directors on matters relevant to the Company and its business. Directors are also encouraged to participate in educational programs relevant to their responsibilities, including programs conducted by universities and other educational institutions. Lead Independent Director . Whenever the Chairperson of the Board is also the CEO or is a director who does not otherwise qualify as an "independent director," the independent directors may elect from among themselves a Lead Independent Director who will call and chair the regularly scheduled executive sessions of the independent directors and serve as a non-exclusive liaison among the independent directors and the other Board members. A description of the position of Lead Independent Director is set forth in Annex A to these guidelines. Term Limits . The Board does not have a policy to impose term limits for directors because such a policy may deprive the Board of the service of directors who have developed, through valuable experience over time, an increasing insight into the Company and its operations. Board Meetings Frequency of Meetings . The Board currently plans at least four meetings each year, with further meetings to occur (or action to be taken by unanimous consent) at the discretion of the Board. Selection of Board Agenda Items . The Chairperson (in consultation with management and with the then-serving Lead Independent Director, if any, as appropriate) shall set the agenda for Board meetings with the understanding that the other members of the Board may provide suggestions for agenda items that are aligned with the advisory and monitoring functions of the Board. Agenda items that fall within the scope of responsibilities of a Board committee are reviewed with the chairperson of that committee. Any member of the Board may request that an item be included on the agenda. Executive Sessions . To ensure free and open discussion and communication, the non-management directors will meet in regularly scheduled executive sessions and, if the non-management directors include directors who have not been determined to be independent, the independent directors shall separately meet in executive session at least once a year. The Lead Independent Director, if any, or a director designated by the non-management or independent directors, as applicable, will preside at the executive sessions. Committees of the Board It is expected that the Board will have at least three standing committees: the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee. Each such committee shall have a written charter and report regularly to the Board summarizing the committee's actions and any significant issues considered by the committee. Each of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee shall be comprised of no fewer than the number of members set forth in the relevant committee charter. In addition, each committee member must satisfy the membership requirements set forth in the relevant committee charter. A director may serve on more than one committee. The Nominating/Corporate Governance Committee shall be responsible for identifying Board members qualified to fill vacancies on any committee and recommending that the Board appoint the identified member or members to the applicable committee. The Board, taking into account the views of the Chairperson and the Nominating/Corporate Governance Committee, shall designate one member of each committee as chairperson of such committee; provided, that for so long as Paul J. Taubman serves as Chief Executive Officer and as a director of the Company (i) he shall serve as chairperson of the Nominating/Corporate Governance Committee, for so long as permitted under the applicable rules of the NYSE and (ii) at such time he is no longer serving as the chairperson of the Nominating/Corporate Governance Committee, he shall select the chairperson of the Nominating/Corporate Governance Committee, subject to the applicable rules of the NYSE. Committee chairpersons shall be responsible for setting the agendas for their respective committee meetings. Expectations of Directors The business and affairs of the Company shall be managed by or under the direction of the Board in accordance with applicable laws, rules, regulations and listing standards. In performing their duties, the primary responsibility of the directors is to exercise their business judgment in the best interests of the Company. The Board has developed a number of specific expectations of directors to promote the discharge of this responsibility and the efficient conduct of the Board's business. Commitment and Attendance . All directors are encouraged to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. Members are encouraged to attend Board meetings and meetings of committees of which they are members in person but may also attend such meetings by telephone or video conference. Participation in Meetings . Each director should be sufficiently familiar with the business of the Company, including its financial statements and capital structure, and the risks and competition it faces, to facilitate active and effective participation in the deliberations of the Board and of each committee on which he or she serves. Management will make appropriate personnel available to answer any questions a director may have about any aspect of the Company's business. Directors should also review the materials provided by management and advisors in advance of the meetings of the Board and its committees and should arrive prepared to discuss the issues presented. Loyalty and Ethics . In their roles as directors, all directors owe a duty of loyalty to the Company. The Company has adopted a Code of Business Conduct and Ethics (the " Code "), and directors are expected to adhere to the Code. Other Directorships and Significant Activities . Serving on the Board requires significant time and attention. Directors are expected to spend the time needed and meet as often as necessary to discharge their responsibilities properly. It is expected that, without specific approval from the Board, no director will serve on more than five public company boards (including the Company's Board), and no member of the Audit Committee will serve on more than three public company audit committees (including the Company's Audit Committee) unless the Board (i) determines that such simultaneous service would not impair the ability of such member to effectively serve on the Company's Audit Committee and (ii) discloses such determination either on or through the Company's website or in its annual proxy statement. In addition, directors who also serve as executive officers of a public company or in equivalent positions generally should not serve on more than two public company boards (including the Company's Board). Directors should advise the Chairperson of the Nominating/Corporate Governance Committee and the CEO before accepting membership on other boards of directors or other significant commitments involving affiliation with other businesses, non-profit entities or governmental units. Contact with Management . All directors are invited to contact the CEO at any time to discuss any aspect of the Company's business. Directors also have complete access to other members of management and to the Company's employees. The Board expects that there will be frequent opportunities for directors to meet with the CEO and other members of management in Board and committee meetings and in other formal or informal settings. Access to Advisors . Board members may consult with independent legal, financial, accounting and other advisors, at the Company's expense as necessary and appropriate to assist in their duties to the Company and its stockholders. Confidentiality . The proceedings and deliberations of the Board and its committees are confidential. Each director shall maintain the confidentiality of information received in connection with his or her service as a director. Management Succession Planning The Board will periodically review a management succession plan that includes, among other things, an assessment of the experience, performance and skills for possible successors to the CEO. Evaluation of Board Performance The Board, acting through the Nominating/Corporate Governance Committee, should conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively. The Nominating/Corporate Governance Committee should periodically consider the mix of skills and experience that directors bring to the Board to assess whether the Board has the necessary tools to perform its oversight function effectively. Each committee of the Board should conduct a self-evaluation at least annually and report the results to the Board, acting through the Nominating/Corporate Governance Committee. Each committee's evaluation must compare the performance of the committee with the requirements of

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