🧾 What This Document Is

This is a definitive proxy statement (DEF 14A) for Perella Weinberg Partners (PWP). Think of it as the official invitation and instruction manual for the company's 2026 Annual Meeting of Stockholders. It tells you what's on the agenda, provides background on the company and its leaders, and explains how to vote.

• Meeting Date: Wednesday, May 27, 2026, at 10:00 a.m. Eastern Time.
• Format: Virtual meeting at http://www.virtualshareholdermeeting.com/PWP2026.
• Key Proposals:
  1. Elect three directors to the board.
  2. Ratify the appointment of Ernst & Young LLP as the independent auditor for 2026.

🏢 What The Company Does

👉 In simple terms, Perella Weinberg Partners is a top-tier independent financial advisory firm. They don't trade stocks for their own account; instead, they are hired by big clients like corporations, private equity firms, and governments to give expert advice on major deals like mergers, acquisitions, and raising capital.

• Structure: PWP is a holding company. Its main assets are ownership interests in its operating partnership, which actually runs the advisory business.
• Public Listing: It became a publicly-traded company in June 2021, with stock ticker PWP on the Nasdaq.
• Controlled Company: A critical detail! A group called VoteCo Professionals (controlled by the firm's partners) holds special Class B-1 common stock with super-voting rights (10 votes per share vs. 1 for Class A). This gives them over 50% of the total voting power, making PWP a "controlled company" under stock exchange rules. This means PWP doesn't have to follow all standard governance rules, like having a majority-independent board.

⚖️ Big Changes in Leadership & Governance

This filing announces a significant leadership transition.

• Chairman Transition: Peter A. Weinberg, the co-founder and current Chairman, will resign as Chairman effective June 30, 2026. He will remain on the board.
• CEO Becomes Chairman: Andrew Bednar, the current Chief Executive Officer (CEO), will become Chairman on June 30, 2026, combining the top two roles.
• Why it matters: The board believes combining the Chairman and CEO roles provides "clear accountability and leadership continuity." This is a classic move as a company matures after its founder steps back from the day-to-day.

💰 Executive Compensation Deep Dive

A huge portion of this filing explains how PWP pays its top executives (Named Executive Officers or NEOs).

• 2025 Pay Highlights (See Summary Table):
  • CEO Andrew Bednar: Total compensation was $5.15 million, mostly from a $1M cash bonus and $3.6M in stock awards.
  • President Dietrich Becker: Total was $6.55 million (paid partly in GBP).
  • CFO Alexandra Gottschalk: Total was $2.74 million.
  • Chairman Peter Weinberg: Total was $510,500 (he did not receive an annual bonus).
• Pay Mix: Compensation is primarily base salary + discretionary annual bonus (paid partly in cash and partly in Restricted Stock Units (RSUs) that vest over 3 years). There are also large, older long-term performance awards (LTIPs) tied to PWP's stock price hitting targets like $15, $20, $25, and $30 per share.
• "Pay Ratio": The CEO's total compensation is about 17 times that of the median employee ($301,104).
• Stock Ownership: Executives and directors have strict guidelines to own significant amounts of PWP stock, aligning their interests with shareholders.

📦 Financial Snapshot & Business Update

While not an earnings report, the proxy gives a snapshot of 2025 performance.

• 2025 Key Stats:
  • Revenues: $751 million
  • Adjusted Pre-Tax Income: $82 million
  • Cash Position: $256 million with no debt – a very strong balance sheet.
• Business Moves: 2025 was a year of strategic investment. PWP added 12 new partners and acquired Devon Park Advisors to expand its advisory services into the "secondaries" market. They ended the year with about 75 advisory partners and ~725 employees across 12 global offices.

👥 The Board & Director Nominees

You are voting to elect three directors. The full board is listed, but here are the key takeaways:

• Nominees: The three director nominees for election are R. Edwin Bennett, Houda Dabboussi, and Jane C. Sherburne.
• Independence: Due to the "controlled company" status, PWP's board will NOT have a majority of independent directors after this meeting. Four current directors are deemed independent.
• Board Committees: The key committees are the Audit Committee (oversees financials and auditors) and the Compensation Committee (oversees pay). Following the annual meeting, their membership will change slightly.
• Director Pay: Non-employee directors received a $200,000 annual retainer (half cash, half stock) in 2025.

🔍 The Voting Mechanics & Key Dates

How the meeting works is crucial, especially with the controlled voting power.

• Record Date: You must be a shareholder of Class A or Class B-1 stock by the close of business on March 30, 2026, to vote.
• Voting Power: As of that date, there were 70.6 million Class A shares (1 vote each) and 21.9 million Class B-1 shares (10 votes each). VoteCo Professionals holds all the Class B-1 shares, giving it overwhelming control.
• How to Vote: You can vote by Internet, phone, mail, or during the virtual meeting. Your vote is important, even though VoteCo's control is decisive for most matters.
• Required Vote:
  • Proposal 1 (Directors): Elected by a plurality (the nominees with the most "for" votes win). VoteCo's support is key.
  • Proposal 2 (Auditors): Requires a majority of votes cast. This is considered a "routine" matter, so brokers can vote shares if you don't instruct them.

🧠 The Analogy

Imagine a successful, decades-old family law firm where the founding partners still hold the "A-Team" partnership shares with 10x the voting power of the new "B-Team" associates. They recently took on outside investors (public shareholders) by creating a separate, tradable class of stock. This proxy statement is the annual packet sent to those outside investors, explaining the firm's performance, announcing that a founding partner is stepping back from the managing partner role, detailing how the new managing partner and other top lawyers are paid, and reminding everyone that the founding partners still make the final call on most big decisions due to their special voting shares.

🧩 Final Takeaway

This proxy is primarily about governance transition and executive alignment. The key story is the planned shift of power from co-founder Peter Weinberg to CEO Andrew Bednar as combined Chairman/CEO. More subtly, it reinforces that PWP remains a "controlled company" where the founding partners retain decisive influence, which shapes everything from board composition to shareholder voting outcomes. For investors, the focus should be on the firm's operational performance and how its executive compensation structure incentivizes long-term growth.