K. Don Cornwell
PJT PartnersAbout K. Don Cornwell
K. Don Cornwell, age 54, has served on PJT’s Board since January 2023; he is a Co‑Founder and Chief Executive Officer of Dynasty Equity and previously was a founding partner at PJT Partners after an 18‑year career at Morgan Stanley focused on sports and gaming M&A. Earlier roles include management consulting at McKinsey & Co. and corporate development at the NFL; he holds an MBA from Stanford Graduate School of Business and an AB in Government from Harvard College . PJT’s Board has determined Cornwell is not independent due to his prior status as a PJT partner until January 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PJT Partners | Founding Partner | 2015–Jan 2023 | Deep knowledge of PJT’s business, operations, and culture; client/stakeholder understanding |
| Morgan Stanley | M&A Group; Head of Global Sports Investment Banking | 18 years (ending 2015) | Established expertise in media/entertainment/sports/gaming |
| McKinsey & Co. | Management Consultant | Not disclosed | Strategy and operational advisory experience |
| National Football League | Corporate Development | Not disclosed | Sports industry corporate development exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dynasty Equity | Co‑Founder & CEO | 2022–present | Leads global sports investment platform; related‑party exposure via PJT sublease (see Related Party) |
| Harlem Children’s Zone | Trustee | Not disclosed | Community and education governance |
| East Harlem Tutorial Program | Trustee | Not disclosed | Youth education support |
| New York Cares | Director | Not disclosed | Non‑profit oversight |
| VFILES Foundation | Director | Not disclosed | Support for underrepresented creators |
| Stanford GSB Management Board | Member | Until July 2022 | Academic governance engagement |
Board Governance
- Independence: Not independent (prior PJT partner status until Jan 2023) .
- Committee assignments: Not listed on Audit, Compensation, or Nominating/Corporate Governance committees; current committee rosters exclude Cornwell .
- Board attendance: In 2024 the Board held 5 meetings; all directors then serving attended at least 75% of the meetings of the Board and their committees; non‑management directors held four executive sessions .
- Years of service: Director since January 2023 (Class II; term to expire in 2026) .
- Skills: Banking & Financial Services; Executive Experience; Legal & Regulatory; Marketing & Media; Risk Management; Strategic Planning .
Fixed Compensation
| Component | FY 2024 Amount | Form/Units | Grant Date | Vesting/Settlement |
|---|---|---|---|---|
| Annual base retainer | $225,000 | 100% RSUs (2,076 units at $108.42 grant‑date fair value) | June 3, 2024 | RSUs vest 25% on 8/31/24, 11/30/24, 2/28/25, 5/31/25; settlement at earliest of termination, June 1, 2029, or change in control |
| Cash fees | $0 | — | — | — |
| FY25 retainer change | $250,000 | Minimum 50% RSUs required | Effective June 1, 2025 | Director program terms unchanged; Omnibus cap $750,000 per year |
- Minimum equity ownership guideline: 3x annual base retainer; directors must achieve within five years; all directors are or expected to be in compliance .
Performance Compensation
| Equity Award Feature | Detail | Terms |
|---|---|---|
| Director RSU program | At least 50% of $225k retainer in RSUs (up to 100% elective) | Quarterly vesting over service year; accelerated upon death, disability, change in control; settlement upon earliest of termination, 5th anniversary, or change in control |
| One‑time new director RSU | $100,000 grant value upon joining | Vests annually over four years; accelerated upon death, disability, change in control; settlement upon earliest of termination, 4th anniversary, or change in control |
| Clawbacks/policies | NYSE‑compliant clawback policy (officers); hedging prohibited; pledging prohibited absent General Counsel approval | Company‑wide policies; applicable to officers and employees; directors subject to Trading Policy restrictions |
Note: Non‑management director pay is not tied to quantitative performance metrics; PJT does not use meeting fees, and the Omnibus plan caps total director compensation at $750,000 per fiscal year .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Dynasty Equity | Private | Co‑Founder & CEO | Related‑party sublease with PJT Partners Holdings (see below) |
| Other public company boards | — | — | None disclosed |
Expertise & Qualifications
- Extensive investment banking experience; domain expertise in media, sports, and gaming; senior leadership and strategic planning .
- Legal & regulatory familiarity; marketing/media oversight; risk management capabilities .
- Deep knowledge of PJT’s operations, clients, employees, and stakeholders, aiding board effectiveness .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 28,847 | <1% of Class A outstanding |
| Class B shares | — | None disclosed |
| Partnership Units | — | None disclosed |
| Unvested RSUs (total, broader than directorship) | 57,902 | Includes dividend‑equivalent RSUs; total unvested RSUs not limited to director grants |
| Ownership guideline status | In compliance or expected within guideline timeline | 3x annual retainer requirement |
| Hedging/pledging | Hedging prohibited; pledging prohibited without approval | Company policy |
Related Party Transactions
- Sublease with Dynasty Equity Partners Management, LLC (Cornwell is CEO and co‑founder): PJT Partners Holdings entered into a sublease commencing Oct 1, 2022 and renewed Oct 1, 2024; Dynasty subleases PJT office space through Sep 30, 2025. FY2024 annual payments by Dynasty totaled approximately $0.9 million; rent/terms consistent with similar market subleases at entry .
- Related person transaction policy: Any related person transaction (> $120,000) requires approval or ratification by the Board or a duly authorized committee; interested directors recuse from voting .
Governance Assessment
- Alignment positives: 2024 director pay taken 100% in RSUs ($225k) indicates stronger equity alignment; minimum 3x retainer ownership guideline enhances skin‑in‑the‑game .
- Independence risk: Cornwell is classified as non‑independent due to prior PJT partnership status; he is not seated on any standing Board committee, which limits potential influence over Audit/Comp/NomGov matters .
- Related‑party exposure: Dynasty Equity sublease (~$0.9m FY2024) presents a manageable conflict risk; mitigants include market‑consistent terms and Board oversight under the related‑person policy with director recusal .
- Engagement/attendance: Board met 5 times in 2024; all directors met the ≥75% attendance threshold; non‑management directors held four executive sessions—supportive of oversight quality .
- Compensation structure: No director meeting fees; Omnibus cap of $750k; director equity is time‑vested without performance metrics—typical for directors, but investors should monitor any future increases or structural changes .