James Costos
PJT PartnersAbout James Costos
James Costos, age 62, has served as an independent Class III director of PJT Partners since February 2017. He is a former U.S. Ambassador to Spain and Andorra (2013–2017) and previously held senior roles in entertainment and international business, including Vice President at HBO (2007–2013). He holds a BA in Political Science from the University of Massachusetts and currently serves as President of Secuoya Studios in Madrid. His international government relations, marketing, operations, technology, and executive leadership experience bring a geographically diverse perspective to PJT’s global operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State (Spain/Andorra) | United States Ambassador | Aug 2013–Jan 2017 | Diplomatic leadership and international policy exposure |
| Home Box Office (HBO) | Vice President | 2007–2013 | Executive leadership in media and international business |
| Revolution Studios | Executive role | Not disclosed | Leadership in entertainment sector |
| Tod’s S.p.A. | Executive role | Not disclosed | International luxury brand experience |
| Hermès of Paris | Executive role | Not disclosed | International luxury brand experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Secuoya Studios (Madrid) | President | Current | Leads global TV/film production studio operations |
| J. William Fulbright Foreign Scholarship Board | Board Member | Current | Oversees U.S. international scholarship programs |
| Hispanic Society of America | Board Member | Current | Cultural institution governance |
| Human Rights Campaign | Board Member | Current | Civil rights advocacy governance |
Board Governance
- Independence: The Board determined James Costos is independent under NYSE and SEC rules; only the CEO (Paul J. Taubman) and K. Don Cornwell are non-independent .
- Tenure and class: Class III director with term expiring in 2027; director since February 2017 .
- Attendance and engagement: In 2024, PJT’s Board held 5 meetings; Audit 7; Compensation 5; Nominating/Governance 6, and each director attended at least 75% of the meetings of the Board and committees on which they served. Non‑management directors held four executive sessions, and all but one director attended the 2024 annual meeting .
| Committee | Role | Independence | Financial Expert | 2024 Meetings |
|---|---|---|---|---|
| Audit Committee | Member | Independent | Qualifies as “audit committee financial expert” | 7 |
| Nominating/Corporate Governance Committee | Member | Independent | Not applicable | 6 |
- Lead Independent Director: Thomas M. Ryan facilitates independent oversight; responsibilities include presiding over sessions without the CEO/chair and coordinating succession planning .
Fixed Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Annual base retainer (non‑management directors) | $225,000 | Minimum 50% paid in RSUs, up to 100% at director’s election |
| Cash paid (James Costos) | $56,200 | 2024 director compensation |
| Stock awards (James Costos) | $168,800 | RSUs granted for 2024 director compensation |
| Total (James Costos) | $225,000 | Sum of cash and RSU components |
| Retainer increase effective 6/1/2025 | $250,000 | Approved increase for non‑management directors |
| RSU grant (6/3/2024) to Costos | 1,557 RSUs @ $108.42 grant-date fair value | Vests 25% on 8/31/2024, 11/30/2024, 2/28/2025, 5/31/2025; settlement at earliest of termination, 6/1/2029, or change in control; dividend equivalents accrue and vest with underlying RSUs |
- Director ownership guidelines: Directors must maintain equity equal to at least 3× annual retainer; all directors are, or are expected to be, in compliance within prescribed timelines .
Performance Compensation
- Structure: PJT does not use performance‑based metrics for director compensation; director equity consists of time‑based RSUs with quarterly vesting over the service year and settlement deferral features .
| Grant | Instrument | Quantity/Value | Vesting Schedule | Settlement | Dividend Equivalents |
|---|---|---|---|---|---|
| 6/3/2024 | RSUs (Costos) | 1,557 RSUs; $108.42 FV per share | 25% on 8/31/2024, 11/30/2024, 2/28/2025, 5/31/2025 | Delivered at earliest of termination, 6/1/2029, or change in control | Credited as RSUs and vest with underlying awards |
| One‑time new director grant | RSUs | $100,000 value | Annually over 4 years | Earliest of termination, 4th anniversary, or change in control | As per RSU terms |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in PJT’s 2025 proxy for Mr. Costos |
| Non‑profit/academic boards | Hispanic Society of America; Human Rights Campaign; J. William Fulbright Foreign Scholarship Board |
| Potential interlocks/conflicts | None disclosed involving Mr. Costos; Board independence affirmed . A related‑party sublease with Dynasty Equity Partners (affiliated with director K. Don Cornwell) is disclosed elsewhere in the proxy, not involving Mr. Costos . |
Expertise & Qualifications
- International government relations and policy; executive leadership across marketing, operations, and technology; strong international business experience supporting oversight of multi‑national operations .
- Board skills matrix indicates competencies in International Business, Marketing & Media, Strategic Planning, Human Capital Management, and Financial Reporting among others .
Equity Ownership
| Metric | Value |
|---|---|
| Class A shares beneficially owned | 10,959 (<1%) |
| Class B shares beneficially owned | 0 |
| Partnership Units beneficially owned | 0 |
| Unvested RSUs (12/31/2024) | 784 (includes dividend equivalents) |
| Director ownership guideline | 3× annual retainer; directors are or are expected to be in compliance as per guidelines |
| Hedging/Pledging policy | Hedging prohibited; pledging prohibited unless approved by General Counsel |
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting results: Say‑on‑Pay received 32,697,067 “For”, 731,896 “Against”, 27,722 “Abstain” votes, indicating strong support for executive pay structure; Deloitte ratification also passed decisively .
- 2024 advisory vote on executive compensation: 84.6% of voted shares cast “For” .
- PJT conducts regular shareholder engagement on strategy, governance, compensation, sustainability, and human capital topics; feedback informs Board reviews and practices .
Governance Assessment
- Strengths: Independent director with dual committee assignments (Audit; Nominating/Corporate Governance), designated audit committee financial expert, and consistent Board‑level attendance benchmarks met in 2024. Director compensation features significant equity via RSUs, with robust minimum ownership guidelines and strict anti‑hedging/pledging policies that align interests with shareholders .
- Potential watch‑items: 2025 increase in director retainer to $250,000 raises fixed compensation levels, though at least 50% must be in RSUs; continued monitoring of external commitments is advisable given multiple roles, but no conflicts or related‑party transactions involving Mr. Costos are disclosed. Overall investor support for executive compensation remains high, reinforcing governance confidence .