Thomas M. Ryan

About Thomas M. Ryan

Thomas M. Ryan, age 72, has served on PJT’s board since October 2015. He is former Chairman (1999–2011), Chief Executive Officer (1998–2011), and President (1998–2010) of CVS Health, bringing deep operational, strategic, and public company governance experience. At PJT, he is the Lead Independent Director and chairs the Compensation Committee; he also sits on the Nominating/Corporate Governance Committee and is classified as an independent director under NYSE rules .

Past Roles

External Roles

Board Governance

• Roles: Lead Independent Director; Compensation Committee Chair; member, Nominating/Corporate Governance Committee .
• Independence: Board determined Mr. Ryan has no material relationship with PJT and is independent under NYSE/SEC standards; Compensation Committee members are independent .
• Lead Independent Director authority: Presides over executive sessions; approves agendas; coordinates CEO evaluation and succession; serves as shareholder liaison; can convene meetings in crisis .
• Committees and composition:
  • Compensation Committee: Thomas M. Ryan (Chair), Emily K. Rafferty; retained Willis Towers Watson as independent consultant; no conflicts found (Feb 25, 2025) .
  • Nominating/Corporate Governance Committee: Emily K. Rafferty (Chair), James Costos, Thomas M. Ryan .
  • Audit Committee: Kenneth C. Whitney (Chair), James Costos, Grace R. Skaugen .

Governance policies: Directors prohibited from hedging PJT stock and from pledging without General Counsel pre-approval; robust whistleblower program and investor communication channels .

Fixed Compensation

• Structure: Annual base retainer for non-management directors of $225,000; minimum 50% delivered in RSUs (director may elect 100% equity). Effective June 1, 2025, base retainer increases to $250,000. New directors receive a one-time $100,000 RSU grant vesting over four years .
• 2024 Director pay for Thomas M. Ryan:

• 2024 Equity grant detail: On June 3, 2024, Mr. Ryan was awarded 2,076 RSUs at $108.42 grant-date fair value per share (≈$225,000). Vesting: 25% on Aug 31, 2024; Nov 30, 2024; Feb 28, 2025; May 31, 2025. Settlement: earliest of termination of service, June 1, 2029, or change in control .

Performance Compensation

• PJT does not currently grant options or option-like awards; no director meeting fees disclosed. Mr. Ryan’s director compensation is retainer plus RSUs, with time-based vesting; no disclosed performance metrics tied to director pay .

Other Directorships & Interlocks

Board independence: PJT disclosed no material relationships for Mr. Ryan; board determined independence under NYSE/SEC standards .

Expertise & Qualifications

• Executive leadership: Former CEO/Chairman with extensive operations and strategic planning expertise .
• Skills matrix: Banking & Financial Services, Executive Experience, Financial Reporting, Human Capital Management, Marketing & Media, Public Company Experience, Risk Management, Strategic Planning, Corporate Sustainability; plus IT & Cybersecurity and Legal & Regulatory exposure as indicated in the board skills summary .

Equity Ownership

• Minimum director stock ownership guideline: ≥3x annual base retainer (currently $225,000; increasing to $250,000 on June 1, 2025). Compliance expected within five years; all directors are, or are expected to be, in compliance .
• Beneficial ownership (as of April 21, 2025):

• Hedging/pledging: Directors prohibited from hedging PJT stock; pledging prohibited absent General Counsel approval .

Governance Assessment

• Strengths:

  • Lead Independent Director role is robust (agenda approval, CEO performance communication, succession planning, shareholder access, crisis authority), strengthening independent oversight despite combined Chair/CEO structure .
  • Compensation Committee chaired by Ryan, fully independent, engages independent consultant (Willis Towers Watson); independence confirmed, reducing consultant conflicts .
  • Attendance and engagement: Board and committees met frequently in 2024; each director attended ≥75% of meetings; regular executive sessions of non-management directors, with LID presiding, supporting independent deliberation .
  • Director compensation paid largely in equity with multi-tranche vesting and deferred settlement; minimum ownership policy (3x retainer) promotes alignment; hedging/pledging restrictions further align interests .
  • Shareholder sentiment signal: 2024 say-on-pay passed with >84.6% approval, indicating support for compensation governance broadly (executive program) .

• Potential risks and red flags:

  • Combined Chair/CEO structure offset by strong LID; continued vigilance required to ensure independent challenge of management .
  • No director-specific related-party transactions disclosed for Ryan; maintain monitoring for Advent/portfolio interactions given his Operating Partner role, though independence was affirmed by the board .
  • Options and option-like awards are not currently granted; equity is RSU/LTIP-based; no evidence of repricings or tax gross-ups in director program; clawback applies to incentive-based compensation at officer level; director-specific clawback not disclosed .

• Overall: Governance posture and Ryan’s roles (LID; Comp Chair) generally support investor confidence—independence affirmed, strong engagement mechanisms, and equity alignment in director pay. Continued monitoring of external roles and transaction disclosures is prudent .