Not independent
Tenure on this board
20.4 yrs
11 nominees · 4 ballot items.
Elect 11 directors to the Board; non-binding, advisory “say-on-pay” vote to approve 2025 executive compensation; ratify Deloitte & Touche LLP as independent auditors for 2026; and approve the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (including a requested 5,000,000-share increase).
Elect the 11 nominees named in the proxy statement to serve on the Board of Directors until the 2027 annual meeting.
Advisory shareholder vote to approve the 2025 compensation of Evercore’s Named Executive Officers as disclosed in the Proxy Statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s 2025 executive compensation as disclosed in the proxy, including the Compensation Discussion & Analysis and accompanying tables. Management is seeking this advisory endorsement to confirm investor support for its pay-for-performance approach, which delivered increased CEO and NEO incentive awards in light of record 2025 adjusted net revenues, adjusted EPS, and significant capital returns. The Compensation Committee exercised discretion in awarding incentive compensation, emphasizing a mix of cash and multi-year RSUs (at least 50% RSUs for U.S.-based NEOs, 60% for the EMEA head) to promote retention and alignment with shareholders. The advisory vote is non-binding but serves as an important barometer; the Board states it will consider the result when setting future pay practices. Company context: historically high shareholder support (~94% prior year), strong financial performance in 2025, and extensive shareholder engagement informed the Committee’s decisions. Counterarguments investors may raise include questions about absolute pay quantum for senior bankers and the use of equity versus cash; management rebuts these by pointing to anti-dilution repurchases, equity ownership guidelines, clawback and anti-hedging policies, and the human-capital-intensive nature of the business. The Board recommends a FOR vote to reaffirm alignment between executive incentives and long-term shareholder value, citing the Compensation Committee’s review of both firm-level results and individual contributions when setting awards.
Ratify the selection of Deloitte & Touche LLP as Evercore’s independent registered public accounting firm for fiscal 2026.
Approve the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (the Fourth Amended 2016 Plan), which is substantively identical to the prior plan except it increases the authorized share reserve by 5,000,000 shares.
This management proposal requests shareholder approval of the Fourth Amended and Restated 2016 Stock Incentive Plan, essentially seeking a 5,000,000-share increase to the existing reserve to allow continued issuance of RSUs and other equity awards as a core element of Evercore’s pay-for-performance compensation model. Management argues the incremental reserve is necessary due to the company’s growth in scale and complexity, broader hiring and retention needs across geographies and seniority levels, and the desire to provide greater multi-year planning certainty for equity compensation. The proposal emphasizes that equity awards are primarily delivered as RSUs with four-year vesting to align employees with shareholders and enhance retention, and that the company has a track record of offsetting equity dilution through share repurchases (net burn rate typically negative or low). The Board highlights several shareholder-protective features built into the plan: no evergreen provision, limits on per-participant grants, no repricings or “reloads,” anti-hedging and anti-pledging policies, and clawback provisions for NEO awards. Management frames equity as preferable to cash for strategic human-capital investment because it preserves cash for capital returns while aligning incentives; failure to approve could force the Company toward cash-based alternatives that management contends would be less aligned with shareholders and potentially more dilutive economically. The Board recommends a FOR vote, citing prudent historical use of awards, shareholder engagement supporting the approach, and governance features intended to mitigate dilution and protect shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.60% | 2,165,575 | $646M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.10% | 1,974,144 | $589M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.38% | 1,694,949 | $506M |
| 4 | FMR LLC | 3.36% | 1,298,284 | $388M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 3.35% | 1,296,942 | $382M |
| 6 | STATE STREET CORP | 3.05% | 1,179,024 | $352M |
| 7 | BlackRock, Inc. | 2.95% | 1,141,473 | $341M |
| 8 | Invesco Ltd. | 2.74% | 1,058,468 | $316M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.32% | 896,836 | $268M |
| 10 | TD ASSET MANAGEMENT INC | 2.13% | 825,440 | $246M |
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