Emily K. Rafferty
PJT PartnersAbout Emily K. Rafferty
Independent director and Chair of the Nominating/Corporate Governance Committee at PJT; age 76; director since October 2015. President Emerita of The Metropolitan Museum of Art, where she served as President from 2005 to March 2015 after joining the Museum in 1976; she oversaw ~2,300 employees and engaged globally with senior leaders across ~50 countries. Current and prior external roles include Vice Chair of the National September 11 Memorial & Museum, board member of Carnegie Hall, advisory roles at Hospital for Special Surgery, Asia Society and the Hispanic Society Museum & Library, and memberships on the Advisory Council of the American University of Beirut and the Council on Foreign Relations; former Chair of NYC & Company (2008–2020; ex-officio continuing), Board Member and Chair at the Federal Reserve Bank of New York (2011–2017; Chair 2012–2016), Board Member of Koç Holding (2018–2024), and UNESCO Senior Adviser (2015–2017). She is principal of Emily K. Rafferty & Associates. Skills cited include human capital management, operations, international business, and understanding of monetary policy and regulated financial institutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Metropolitan Museum of Art | President; President Emerita | President 2005–2015; staff since 1976 | Oversaw ~2,300 employees; global engagements across ~50 countries . |
| Federal Reserve Bank of New York | Board Member; Chair | Board 2011–2017; Chair 2012–2016 | Monetary policy and financial regulation oversight . |
| Koç Holding (Istanbul) | Board Member | 2018–2024 | Corporate governance oversight at industrial conglomerate . |
| UNESCO | Senior Adviser, Heritage Protection & Conservation | 2015–2017 | Heritage protection advisory . |
| NYC & Company (City’s tourism org.) | Chair; Ex-officio Board Member | Chair 2008–2020; ex-officio continuing | City tourism strategy and partnerships . |
| Russell Reynolds Associates | Consultant (non-profit sector) | Not disclosed | Board/leadership recruiting advisory . |
| The Shed (NYC performing arts center) | Consultant | Not disclosed | Arts governance advisory . |
External Roles
| Organization | Role | Status |
|---|---|---|
| National September 11 Memorial & Museum | Vice Chair | Current . |
| Carnegie Hall | Board Member | Current . |
| Hospital for Special Surgery | Advisory Board | Current . |
| Asia Society (Global) | Advisory/Board | Current . |
| Hispanic Society Museum & Library | Board Member | Current . |
| American University of Beirut | Advisory Council | Current . |
| Council on Foreign Relations | Member | Current . |
Board Governance
- Committee assignments: Chair, Nominating/Corporate Governance Committee; Member, Compensation Committee (with Thomas M. Ryan as Chair) .
- Independence: Board has determined Ms. Rafferty is independent under NYSE and SEC rules; all committee members (Audit; Compensation; Nominating/Corporate Governance) are independent .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board met 5 times, Audit 7, Compensation 5, Nominating/Corporate Governance 6; non-management directors held four executive sessions. All but one director attended the 2024 annual meeting .
- Lead Independent Director & governance processes: Robust LID role (Thomas M. Ryan) and annual board/committee self-evaluations; open channels with management; minimum director equity ownership guidelines (3x annual retainer) .
- Compensation Committee governance: Uses Willis Towers Watson as independent consultant; independence confirmed (Feb 25, 2025) .
Fixed Compensation
| Component | 2024 Amount | Structure / Notes |
|---|---|---|
| Annual retainer (cash) | $112,500 | Non-management director retainer is $225,000 with at least 50% in RSUs; effective June 1, 2025 increases to $250,000 . |
| Stock awards (RSUs) | $112,500 | RSUs vest quarterly over the June 1–May 31 service year; settlement at earliest of service termination, 5th anniversary of grant, or change in control; settled in Class A shares or cash at Compensation Committee’s discretion . |
| Total | $225,000 | No meeting fees; Omnibus plan cap of $750,000 value per director per year (equity + cash, excluding expenses) . |
| 2024 RSU grant details | 1,038 RSUs; grant-date fair value $108.42 per share; vesting on Aug 31, Nov 30, Feb 28, May 31; delivery at earliest of termination, June 1, 2029, or CoC . |
Performance Compensation
| Element | Detail | Metrics / Vesting |
|---|---|---|
| Annual RSU election (50–100% of retainer) | Directors elect RSU portion of retainer; quarterly vesting over service year, settlement rules as noted | No performance metrics disclosed for director equity; time-based vesting only . |
| One-time RSU grant (new directors) | $100,000 RSUs vest annually over 4 years; settlement at earliest of termination, 4th anniversary, or CoC | Applies to newly appointed directors; time-based vesting only . |
| Equity award cap | $750,000 total director comp per year (cash + equity) | Plan cap under Omnibus Incentive Plan . |
Other Directorships & Interlocks
- External public roles: Koç Holding board (2018–2024) .
- Committee interlocks: Proxy states no Compensation Committee interlocks or insider participation; no cross-board relationships between PJT executives and other companies’ boards that involve PJT’s Compensation Committee members .
Expertise & Qualifications
- Skills emphasized by PJT: human capital management, operations/senior executive leadership, international experience, monetary policy and financial institution regulation .
- Board skills matrix shows depth across executive experience, financial reporting, human capital, international business, risk management, strategic planning, sustainability, and marketing/media .
Equity Ownership
| Item | Amount / Status |
|---|---|
| Beneficial ownership – Class A shares | 9,003; <1% of outstanding shares . |
| Class B/Partnership Units | None disclosed for Ms. Rafferty . |
| Unvested RSUs (as of Dec 31, 2024) | 523 unvested RSUs (includes dividend equivalents) . |
| Director ownership guideline | Must hold ≥3x annual retainer; all directors are, or are expected to be, in compliance within the prescribed period . |
| Hedging/pledging | Hedging prohibited; pledging prohibited unless approved by General Counsel . |
Governance Assessment
- Strengths: Independent director with significant governance leadership (NCG Committee Chair), active role on Compensation Committee with independent consultant oversight; strong attendance; director ownership requirements and anti-hedging policy support alignment; say-on-pay support remains high (84.6% approval in 2024; 88.8% in 2023), indicating market confidence in compensation oversight .
- Potential conflicts/commitments: Extensive external non-profit board commitments and prior foreign public company directorship (Koç Holding). PJT’s Corporate Governance Guidelines include expectations/limits on outside boards and audit committee memberships to manage director focus; NCG Committee evaluates independence and conflicts in director recruitment/refresh processes .
- RED FLAGS: None disclosed specific to Ms. Rafferty. No hedging/pledging by directors without approval; no Compensation Committee interlocks; each director met ≥75% attendance in 2024 .
Director Compensation (Reference Snapshot)
| Name | Fees Earned or Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Emily K. Rafferty | $112,500 | $112,500 | $225,000 |
Board and Committee Meeting Load (Context)
| 2024 Meetings | Count |
|---|---|
| Board | 5 |
| Audit Committee | 7 |
| Compensation Committee | 5 |
| Nominating/Corporate Governance Committee | 6 |
| Executive sessions (non-management directors) | 4 |
Notes
- PJT prohibits super-voting stock; dual-class does not confer super-voting rights; governance structure emphasizes shareholder alignment .
- Director compensation elections and settlement schedules are standardized; RSU vesting time-based, supporting alignment without short-term performance gaming .