Roger Altman
EvercoreAbout Roger Altman
Roger C. Altman is Founder, Senior Chairman and a Director of Evercore. He began his banking career at Lehman Brothers, became a general partner in 1974, later served as Assistant Secretary of the U.S. Treasury under President Carter (four years) and as Deputy Secretary of the Treasury under President Clinton (two years), joined The Blackstone Group as Vice Chairman in 1987, and founded Evercore in 1995. He holds an A.B. from Georgetown University and an MBA from the University of Chicago and is 79 years old; he has served on Evercore’s Board since 2006 . Evercore delivered 2024 Net Revenues of $2.98B GAAP ($3.00B Adjusted), Net Income of $378.3M GAAP ($415.8M Adjusted), EPS of $9.08 GAAP ($9.42 Adjusted), and Operating Margin of 17.7% GAAP (18.6% Adjusted), which underpin the firm’s pay-for-performance model . Total Shareholder Return (TSR) for a $100 investment rose to $417 over 2019–2024, outpacing the S&P 500 Financials peer group in the period shown .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lehman Brothers | Investment banker; General Partner; later Co-Head of Investment Banking; Management Committee and Board member | General partner in 1974; tenure through sale of Lehman | Senior leadership roles in investment banking; franchise building |
| U.S. Treasury (Carter Administration) | Assistant Secretary | Four years | Senior economic policy/financial leadership in U.S. government |
| The Blackstone Group | Vice Chairman; Head of Advisory; Investment Committee member | Joined 1987 | Built advisory business; senior governance on investment committee |
| U.S. Treasury (Clinton Administration) | Deputy Secretary | Two years | #2 at Treasury; macro/financial policy execution |
| Evercore | Founder; Senior Chairman | Founded 1995; Director since 2006 | Founded and scaled independent advisory leader |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MIT | Trustee | N/A | Governance at leading research university |
| NewYork-Presbyterian Hospital | Trustee | N/A | Major health system governance |
| New Visions for Public Schools | Trustee | N/A | Education non-profit governance |
| Council on Foreign Relations | Member | N/A | Policy and international affairs network |
Fixed Compensation
- Base salaries for NEOs, including Mr. Altman, have not increased since they became executive officers; base salary is a small share of total pay .
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 500,000 | 500,000 | 500,000 |
Performance Compensation
Evercore uses discretionary, performance-driven incentives with 50% paid in RSUs delivered over four years; no guaranteed incentive awards. Metrics considered holistically include Adjusted Net Revenues, Adjusted EPS, Adjusted Net Income, and Adjusted Operating Margin, alongside strategic achievements and individual contributions .
- Company “view” of annual compensation (used by the Compensation Committee) for Mr. Altman:
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Incentive – Cash | 3,750,000 | 3,500,000 | 4,250,000 |
| Incentive – RSUs (Grant Value) | 3,750,000 | 3,500,000 | 4,250,000 |
| Total “Committee View” | 8,000,000 | 7,500,000 | 9,000,000 |
- SEC Summary Compensation Table (different timing/valuation) for 2024 shows Salary $500,000; Bonus (Class L distributions) $4,250,000; Stock Awards (grant date fair value for awards granted in 2024 for 2023 performance) $3,630,126; Total $8,380,126 .
Incentive metric design and vesting
| Element | Metric/Terms | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Incentive (Cash + RSUs) | Discretionary based on Company performance and individual contributions; Committee considers Adjusted Net Revenues, Adjusted EPS, Adjusted Net Income, Adjusted Operating Margin | No formulaic weights (holistic) | 2024 award $8.5M value to Altman (50% cash/50% RSUs) | RSUs deliver in equal installments over 4 years; subject to acceleration on death/disability/CIC/qualifying retirement/termination without cause |
RSU vesting schedule (as of 12/31/2024)
| Vesting date | RSUs (shares) | Notes |
|---|---|---|
| Feb 4, 2026 | 21,312 | Scheduled tranche |
| Feb 4, 2027 | 12,050 | Scheduled tranche |
| Feb 4, 2028 | 4,965 | Scheduled tranche |
| Total unvested RSUs | 67,625 | Market value $18,744,974 at $277.19 on 12/31/2024 |
Equity Ownership & Alignment
| Item | Value/Policy | Notes |
|---|---|---|
| Class A shares beneficially owned | 13,607 | As of April 14, 2025 |
| Voting Units beneficially owned | 193,934 (8.28% of Voting Units) | Exchangeable 1:1 into Class A; % of 2,343,008 Voting Units outstanding |
| Total combined voting power | <1% | Relative to Class A + Voting Units |
| Unvested RSUs | 67,625 (MV $18.745M at 12/31/2024) | See vesting table above |
| Stock ownership guideline (SMD/Chairman/Senior Chairman) | 200,000 shares or equivalents | Counts Class A, LP units, and RSUs |
| Compliance status | Each NEO met applicable ownership guidelines for 2024 | Company statement |
| Hedging/Pledging | Prohibited; pledging by directors/executive officers barred absent Committee approval | Policy applies firm‑wide |
| Clawback | NYSE-compliant clawback (effective Dec 1, 2023) plus preexisting SMD clawback | Applies to incentive-based pay |
| Options outstanding | None (company has authority but has not issued options) | No options exercised; RSU-only program |
| 2024 LP unit distributions | $774,911 | Distributions on LP units (tax/regular) |
| 2024 Tax Receivable Agreement (TRA) payment | $1,593,669 | Payment to Mr. Altman (incl. estate-planning vehicles where beneficial ownership disclaimed) |
| 2024 personal aircraft usage | $386,727 reimbursed | Personal use reimbursed at or above incremental cost |
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Employment term | Auto-renewing 1-year terms | Renews annually unless 60 days’ prior notice; term expires August 10 of relevant year |
| Base salary | $500,000 | Set in agreement; bonus discretionary |
| Bonus form | Up to 50% in restricted securities | Restricted securities vest over 4 years (or faster if broadly applicable) |
| Non-compete | 24 months post-termination | While employed and for 24 months thereafter |
| Non-solicit | 12 months post-termination | While employed and for 12 months thereafter |
| Severance (no CIC) | 2x multiple | Lump sum = 2x greater of (salary + 3-yr avg bonus) or average cash comp of top 3 execs; plus pro‑rata/current bonus; 24 months medical benefits |
| Severance (with CIC) | 3x multiple; excise tax gross-up | If within 6 months prior to or after CIC; 36 months medical; excise tax gross‑up if “excess parachute” applies |
| Equity acceleration on CIC | Single trigger | RSUs accelerate upon change in control regardless of termination |
Potential payouts if terminated on 12/31/2024 (illustrative per proxy):
- Qualifying Termination (without cause/for good reason): $43.090M total (cash severance, bonuses, benefits, equity acceleration) .
- Qualifying Termination in connection with CIC: $70.637M total (includes excise tax gross-up estimate) .
- Death/Disability: $27.245M total .
- CIC (no termination): $18.745M RSU acceleration .
Board Governance
| Aspect | Detail |
|---|---|
| Board service | Director since 2006; Founder and Senior Chairman |
| Independence | Not independent due to employment; 80% of Board independent; 100% of committee members independent |
| Committee roles | None (dashes in committee roster) |
| Board leadership | CEO also serves as Chairman; Lead Independent Director (Gail B. Harris) coordinates independent oversight |
| Meetings/attendance | Board met 5x in 2024; 19 total Board/Committee meetings; all directors attended >80% of meetings |
| Director compensation | Policy: no director pay to employee-directors (i.e., Altman) |
Director Compensation Context (non‑employee directors)
- Standard annual retainer $125,000 and RSU grant $125,000; committee chair fee $30,000; one-time RSU on joining $50,000; retainer can be taken in cash/RSUs; non‑management director stock ownership guideline = 3x retainer .
Compensation Peer Group and Say‑on‑Pay
- Peer group used for context includes: Bank of America, Citigroup, Goldman Sachs, Houlihan Lokey, JPMorgan Chase, Lazard, Moelis, Perella Weinberg Partners, Morgan Stanley, PJT Partners, Jefferies, Piper Sandler, Raymond James, Stifel (no target percentile set) .
- Say-on-pay support “approximately 93%” in last year’s vote; program unchanged in material ways and continues annual votes .
Related Party Transactions (salient for alignment/governance)
- Tax Receivable Agreement payments in 2024 to Mr. Altman: $1,593,669 (reflects 85% sharing of realized cash tax savings from basis step-ups) .
- LP unit distributions to Mr. Altman in 2024: $774,911 .
- Personal aircraft policy allows limited personal use with reimbursement at or above incremental cost; Mr. Altman reimbursed $386,727 in 2024 .
Investment Implications
- Alignment: High equity exposure via RSUs and large Voting Units; ownership guideline for Senior Chairman (200,000 shares/equivalents) aligns with shareholders; Company states NEOs met guidelines for 2024; anti‑hedging/anti‑pledging and clawback policies further align incentives .
- Retention risk: Low near term; substantial unvested RSUs ($18.7M value at 12/31/2024) with multi‑year delivery and robust severance/CIC protections (2x/3x multiples; 24–36 months benefits) support retention .
- Selling pressure: Scheduled RSU deliveries in Feb 2026/2027/2028 (21,312/12,050/4,965 shares) may create predictable liquidity windows; monitor Form 4s around these dates .
- Governance flags: Single‑trigger RSU acceleration on CIC and excise tax gross‑up for Altman are shareholder‑unfriendly features versus prevailing best practices; however, overall Board independence remains strong (80% independent; 100% independent committees; lead independent director) .
- Pay-for-performance: Discretionary, metric‑informed model linked to Adjusted Net Revenues/EPS/Net Income/Margin; 50% equity deferral over four years; no guaranteed bonuses; strong Say‑on‑Pay support (~93%) suggests shareholder acceptance of structure .