Dietrich Becker
About Dietrich Becker
Dietrich Becker is a Founding Partner of Perella Weinberg Partners (PWP), President since January 2023 and a director since June 2021, with over 30 years of investment banking experience; he leads PWP’s Advisory business in Europe and previously was Co-Head of the Global Industrial Group at Morgan Stanley after starting his career at Merrill Lynch in 1991. He holds a degree from Cologne University Law School and an MBA from NYU Stern; age 62 in the 2025 proxy . Company performance during his senior leadership tenure shows strong revenue growth and outsized TSR versus peers.
Company Performance Snapshot
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD Millions) | $632 | $649 | $878 |
| TSR (Value of $100 initial investment) | $79 | $101 | $200 |
| Peer Group TSR (S&P 500 Financials) | $89 | $100 | $131 |
Board service and governance context: Becker serves on PWP’s board (Class III); the board operates under a controlled company structure (VoteCo Professionals designates a majority while the “Class B Condition” is met), and PWP does not have a majority of independent directors though Audit and Compensation committees are fully independent; an independent director presides over executive sessions . Becker is not listed as a member of the Audit or Compensation committees; in 2024 every director attended at least 75% of meetings (board: 4; audit: 7; compensation: 5) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Perella Weinberg Partners | Co‑President | 2020–2023 | Co-led firm-wide operations during post‑SPAC transition and business momentum |
| Perella Weinberg Partners | Head of Advisory – Europe | 2017–present | Led European advisory growth and origination |
| Morgan Stanley | Co‑Head, Global Industrial Group | pre‑2006 | Led global coverage; senior origination/execution in Industrials |
| Merrill Lynch | Investment Banking | 1991–(pre‑MS) | Established foundations in M&A and capital solutions |
External Roles
No current external public-company directorships or committee roles disclosed for Becker in the latest proxy .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 474,434 | 478,643 | 491,915 |
| Cash Bonus ($) | 2,542,440 | 3,209,585 | 4,769,796 |
| Equity Bonus Awards – Grant Date Fair Value ($) | 2,800,055 | 1,040,385 | 1,872,760 |
| All Other Compensation ($) | 18,977 | 17,550 | 19,677 |
| Total ($) | 5,835,906 | 4,746,163 | 7,154,148 |
Notes:
- Equity awards for 2024 performance were granted in Q1 2025 and will be reported in 2025 Summary Compensation Table; grant date fair value amounts: $3,521,574 for Becker .
- Annual incentive cash bonus for 2024 was discretionary based on firm and individual performance; RSU portion vests over three years from grant .
Performance Compensation
Annual Incentive RSUs (Service-Based)
| Year of Performance | RSU Grant Date | RSUs (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 2023 | Feb 15, 2024 | 140,809 | 1,872,760 | 3-year, equal annual tranches from grant date |
| 2024 | Feb 2025 (5th trading day post FY24 earnings) | Number determined on avg price formula | 3,521,574 (grant-date FV) | 3-year, equal annual tranches |
Long-Term Incentive Awards (LTIPs – Performance & Service-Based)
| Element | Terms | Performance Status/Outcome |
|---|---|---|
| Stock Price Hurdles | Closing price ≥$15, $20, $25, $30 for 20/30 consecutive trading days before 5th anniversary; linear interpolation; irrevocable once achieved | As of 12/31/2024, highest metric achieved $24.99; 968,964 LTIPs vested for Becker in 2024 |
| Service-Based Vesting | Two installments: 3rd and 5th anniversaries of Aug 31, 2021 grant; 50% of earned performance remains for second vesting date | First service-based vest occurred Aug 31, 2024; second due Aug 31, 2026, subject to continued employment |
| Change-in-Control | Performance measured at CoC on greater of CoC price, highest achieved closing price, or $15; awards continue to vest on service schedule; double-trigger accelerates remaining service vest if terminated without cause/for good reason within 24 months |
“Most Important Performance Measures” Used by Compensation Committee
Revenue, Adjusted Net Income, Adjusted Operating Margin, and TSR (non-GAAP definitions and reconciliations provided in proxy Appendix A) .
Equity Ownership & Alignment
| Ownership & Alignment Item | Details |
|---|---|
| Beneficial Ownership (Class A) | 270,203 shares (<1%); excludes 1,719,877 potential Class A issuable upon exchange of PWP OpCo units and B‑1 shares (fully‑vested within 60 days) (8) |
| Outstanding Unvested Equity at 12/31/2024 | 302,853 service-based RSUs; 1,381,036 performance-based LTIPs; market value $40,143,914 based on $23.84 closing price |
| Stock Vested in 2024 | 2,658,651 shares acquired on vesting; value realized $43,706,028; includes 127,877 RSUs, 968,964 LTIPs, 1,561,810 VCUs/ACUs |
| Ownership Guidelines | President: 4× base salary; all NEOs/directors are, or expected to be within the window, in compliance |
| Hedging/Pledging | Anti‑hedging policy prohibits hedging; lock‑up on PWP OpCo units restricted sale, pledge, short sales, and hedging until lock‑ups expire (≤5 years from 6/24/2021) |
| Section 16 Compliance | One late Form 4 for deemed disposition related to RSU tax withholding on Feb 24, 2025, filed by the Company on his behalf |
Employment Terms
| Term | Becker – Key Provisions |
|---|---|
| Agreement & Role | Amended and restated employment agreements effective Jan 1, 2023 reflecting positions; base salary, discretionary annual bonus, and eligibility for equity awards (including LTIPs) |
| Termination (General) | No cash severance; service-based RSUs typically continue on schedule after termination without cause/for good reason; death/disability accelerate RSUs; retirement provisions waived for certain grants |
| LTIPs – Termination & CoC | Pro‑rated service vesting (≥50% floor) upon termination without cause/for good reason; performance earned vests; unearned performance remains eligible; double‑trigger full service vesting if terminated within 24 months post CoC |
| Restrictive Covenants | Perpetual confidentiality/non‑disparagement; 180‑day client/customer non‑solicit; investor non‑solicit 180 days (partners) / 1 year (fund investors); employee non‑solicit 1 year; forfeiture if resigns without good reason and competes within one year |
| Notice & At‑Will (Historical) | Either party may terminate with 90 days’ notice; immediate termination for cause (2022 proxy terms) |
| Retirement & Pension | U.K. defined contribution pension; employer contribution included in “All Other Compensation” |
| Clawback | Restatement-based recovery adopted Dec 1, 2023 |
Change-of-Control Economics (as of 12/31/2024, estimates at $23.84 share price)
| Scenario | Value of Accelerated Vesting ($) |
|---|---|
| Death or Disability | $30,320,117 |
| Termination without Cause or for Good Reason | $22,620,083 |
| Termination without Cause or for Good Reason following CoC | $30,320,117 |
| Retirement (certain RSUs continue on schedule) | $1,629,083 |
Board Governance
- Director Class/Term: Class III director since 2021; re-nominated/elected in 2024 for term expiring 2027 .
- Committees: Audit and Compensation committees are independent; memberships do not include Becker (audit: Ollila, Sherburne, Fascitelli, Mugford; compensation: Sherburne (Chair), Mugford, Ollila, Fascitelli) .
- Controlled Company: VoteCo Professionals designates a majority while Class B Condition is met; board does not have a majority of independent directors; nominations handled by full board; independent director presides over executive sessions; no Lead Independent Director .
- Attendance: All directors attended ≥75% of board/committee meetings in 2024; seven directors attended the 2024 annual meeting .
Compensation Committee Analysis
- Consultant: Exequity LLP; determined peer group and market practices; Compensation Committee assessed competitiveness and mix .
- Peer Group: Evercore, Houlihan Lokey, Lazard, Moelis, PJT Partners .
- Program Design: Discretionary annual incentives (cash + service RSUs), performance LTIPs tied to stock price hurdles, with explicit retention via multi‑year service vesting .
Compensation Mix Trends
| Year | Cash Bonus ($) | RSUs ($) | Notes |
|---|---|---|---|
| 2022 | 2,542,440 | 1,105,160 | Balanced cash/equity; LTIPs granted Aug 2021 already outstanding |
| 2023 | 3,209,585 | 1,813,056 | Larger discretionary awards aligned to performance |
| 2024 | 4,769,796 | 3,490,534 (alt view) / $3,521,574 (grant FV) | Strong YoY bonus; equity retention via 3‑year RSU vest |
Signals:
- Shift toward larger annual cash bonus in 2024 alongside sizable RSU grants; LTIPs remain fully at‑risk to stock price performance and continued service .
- No stock options granted; RSUs and LTIPs are primary instruments; no cash severance .
Related Party Transactions & Structure
- 2024 Vesting Acceleration of ACUs/VCUs with tax withholding/cash settlement mechanics; lock-ups maintained; impact flowed through equity-based comp accounting; certain directors/officers participated .
- Stockholders Agreement gives VoteCo Professionals broad approval rights across material corporate actions while Class B conditions are met .
Investment Implications
- Alignment: Becker’s large unvested LTIPs (1.38M units) and RSUs (302,853) plus stringent lock-ups, anti-hedging, and ownership guidelines create strong long-term retention and alignment with TSR and revenue growth; performance hurdles already achieved to ~$25 further incentivize sustained share performance .
- Selling Pressure: Significant 2024 vesting (2.66M shares, $43.7M value realized) across RSUs/LTIPs/VCUs/ACUs could introduce periodic supply as lock-ups roll off; however, many LTIPs still subject to second service vest in 2026 and restrictive covenants reduce near-term supply risk .
- Pay-for-Performance: 2024 revenue up 35% YoY to $878M and TSR at 200 vs peer 131; discretionary bonuses scaled with performance; metrics focus on Revenue, Adjusted Net Income/Margin, and TSR .
- Governance Risk: Controlled company structure limits board independence; Becker’s dual role (President + director) is typical for controlled advisory firms but warrants monitoring of committee independence and VoteCo influence over nominations/major actions .
- Downside/Protection: No cash severance and double-trigger CoC mechanics imply value realization primarily through equity; forfeiture risks and covenants increase stickiness, limiting departure incentives absent superior external opportunities .