Joseph Perella
About Joseph R. Perella
Joseph R. Perella, age 83, is Chairman Emeritus and a Class I director nominee at Perella Weinberg Partners; he is a Founding Partner and former CEO (2006–2014) with over 50 years of investment banking experience. He holds a BS in Business Administration from Lehigh University and an MBA from Harvard Business School. He has served as Chairman Emeritus since June 2021 and is nominated to a term expiring at the 2028 annual meeting. We believe the proxy indicates a strong finance and leadership background but classifies him as a non-independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perella Weinberg Partners | Founding Partner; Chief Executive Officer; Chairman Emeritus | CEO 2006–2014; Chairman Emeritus since Jun-2021 | Foundational leadership; long-tenured advisory leadership |
| Morgan Stanley | Member, Management Committee; Vice Chairman; Chairman of Institutional Securities & Investment Banking; Worldwide Head of Investment Banking Division | 1993–2005 | Senior leadership across core investment banking businesses |
| Wasserstein Perella & Co., Inc. | Co-Founder; Chairman of the Board | Founded 1988; Chairman until Sep-1993 | Built a leading M&A franchise |
| First Boston | Senior positions; Founder of M&A Group | 1972–1988 | Established firm’s M&A capability |
External Roles
None disclosed for Mr. Perella in the proxy (biography lists prior roles at Morgan Stanley, Wasserstein Perella, and First Boston; no current public company directorships are cited).
Board Governance
| Item | Detail |
|---|---|
| Board class and term | Class I director nominee; if elected, term through the 2028 annual meeting. |
| Independence | Not listed among independent directors (independent directors: Jorma Ollila, Jane C. Sherburne, Elizabeth Cogan Fascitelli, Kristin W. Mugford). |
| Committees | Not listed on Audit or Compensation Committees; Audit members: Ollila (Chair), Sherburne, Fascitelli, Mugford. Compensation members: Sherburne (Chair), Ollila, Fascitelli, Mugford. |
| Attendance | In 2024, the Board held 4 meetings; each director attended ≥75% of Board and committee meetings; 7 directors attended the 2024 annual meeting. |
| Executive sessions | Independent directors meet in executive session regularly; an independent director presides. |
| Lead independent director | None; Chairman and CEO roles are separated (Chairman: Peter A. Weinberg; CEO: Andrew Bednar). |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Working partner compensation (employee director) – 2024 | $327,167 | Employee compensation paid to directors; Perella is an employee director. |
| Director fees | Not separately compensated | Company does not separately compensate affiliated directors (non-employee directors receive retainers; affiliated do not). |
Non-employee director framework (context): $200,000 annual base retainer (50% cash, 50% RSUs); $50,000 one-time RSU on initial appointment; $20,000 annual cash retainer for Audit Chair and $20,000 for Compensation Chair; RSUs generally vest at the next annual meeting. This policy does not apply to Perella as an employee director.
Performance Compensation
| Item | Detail |
|---|---|
| Director equity awards | None disclosed for Perella |
Company pay-for-performance context (applies to executives, not directors): Key performance measures guiding compensation actually paid include Revenue, Adjusted Net Income, Adjusted Operating Margin, and TSR. 2024 highlights: Revenue $878M (up 35% YoY) and TSR cumulative value 200 since 2021 baseline; adjusted metrics are used in CD&A. These measures are not disclosed as drivers of director compensation.
Other Directorships & Interlocks
| Interlock/Structure | Description |
|---|---|
| Controlled company status | PWP is a “controlled company” under Nasdaq due to VoteCo Professionals’ voting power; PWP avails itself of exemptions (not a majority independent board; nominations not solely independent). |
| Stockholders Agreement | VoteCo Professionals (controlled by Professionals GP) has approval rights over significant corporate actions while Class B Conditions are satisfied; may designate a majority (or one-third) of directors depending on thresholds. |
| VoteCo committee | A committee of limited partners at Professionals GP comprised of non-independent directors has voting and dispositive power over VoteCo’s securities; chaired by Peter A. Weinberg. Members disclaim beneficial ownership except pecuniary interest. |
Expertise & Qualifications
- Deep M&A and investment banking leadership; founder-level credentials across multiple top-tier platforms.
- Prior senior roles spanning management of global investment banking divisions and institutional securities.
- Education: BS Lehigh; MBA Harvard.
Equity Ownership
| Item | Detail |
|---|---|
| Class A common stock (direct) | Not reported as directly owned in the beneficial ownership table. |
| Exchangeable interests | 4,119,727 PWP OpCo Class A partnership units and 4,119,727 Class B-1 shares that he holds or will hold, directly or indirectly, on a fully-vested basis within 60 days, exchangeable into 4,123,847 Class A shares. |
| Hypothetical % of Class A if exchanged | Approximately 4.7% of Class A common stock would be outstanding under the proxy’s stated hypothetical if all similar vested partnership units of Professional Partners were exchanged. |
| Combined voting power (table) | Not specified for Perella in the combined voting power column; VoteCo Professionals holds 100% of Class B-1 (26,190,514 shares), equating to 80.83% combined voting power. |
| Lock-up and restrictions | Retirement-eligible working partners’ units have a ~1–5 year lock-up, not reinstated on resignation; lock-up restricts sale, pledge, options, shorts, and hedging-like transactions. |
| Hedging | Insider trading policy prohibits hedging or transactions designed to offset declines in Company securities. |
Governance Assessment
- Independence and Committee Work: Perella is not classified as an independent director and is not on the Audit or Compensation Committees, limiting direct oversight roles; the Company leverages a controlled-company exemption resulting in a less independent board composition. This can constrain minority shareholder influence on nominations and compensation governance.
- Attendance and Engagement: Board met 4 times in 2024; each director attended ≥75% of meetings; independent directors meet in executive session regularly; seven directors attended the 2024 annual meeting—adequate engagement signals.
- Compensation and Alignment: As an employee director, Perella received $327,167 in 2024 working partner compensation and is not separately compensated as a director—reduces typical director pay-related conflicts but ties him to partner economics.
- Ownership and Control Signals: Significant economic alignment via exchangeable partnership units (4.12M potential Class A shares under the proxy’s hypothetical), combined with VoteCo’s control and approval rights, signals strong insider influence over strategic decisions—material governance consideration for investors.
- Related-Party Exposure and RED FLAGS:
- Controlled-company structure and VoteCo approval rights over major actions (debt, equity, M&A, governance changes) concentrate power with non-independent directors—elevated conflict potential.
- Tax Receivable Agreement (TRA) could result in substantial payments to TRA parties (including Professional Partners/limited partners) even if realized tax benefits differ, creating economic incentives not fully aligned with minority shareholders.
- Vesting acceleration of ACUs/VCUs in 2024 included directors/officers, with cash conversions for tax—while disclosed and locked-up, accelerations are a recurring governance sensitivity.
- Countervailing Controls: Clawback policy (Dec 1, 2023) for restatements; anti-hedging policy; separated Chair/CEO roles; independent-led executive sessions; independent Audit and Compensation Committees—positive governance features.
Overall: Perella’s extensive industry expertise and founding status add strategic value; however, his non-independent status, employee/partner economics, and the controlled-company framework (VoteCo/TRA/accelerations) create structural conflicts that investors should monitor, particularly around board nominations, capital allocation, and related-party transactions.