Evercore (EVR) Proxy filing summary

Executive summary

• Board unanimously recommends voting in favor of all proposals at the 2026 Annual Meeting, with emphasis on increasing shares under the equity incentive plan by 5 million shares.

• Equity compensation is positioned as a key element in the pay-for-performance and retention strategy, especially for a human capital-based business.

• Over 90% of equity awards in the past three years were granted to non-executive officers, supporting broad-based employee ownership.

• Share repurchase program has resulted in a net negative burn rate of -0.6% over the past three years, mitigating dilution concerns.

• Five-year total shareholder return reached 241% as of December 31, 2025, outperforming peers and major indices.

Voting matters and shareholder proposals

• Proposal No. 4 seeks to increase available shares for the equity incentive plan by 5 million to ensure compensation program continuity.

• Board warns that failure of Proposal No. 4 could force less favorable compensation alternatives, such as shifting to cash or reducing equity participation.

• ISS supports say-on-pay but recommends against Proposal No. 4 due to its quantitative methodology.

• Board highlights flaws in ISS's analysis, particularly its disregard for share repurchases and inappropriate peer group comparisons.

Board of directors and corporate governance

• ISS found CEO pay and performance alignment reasonable and supported compensation committee members.

• Compensation program features best practices: no repricing, no evergreen provision, no liberal share recycling, no hedging, four-year RSU vesting, and clawback provisions.

• Shareholder engagement has shown strong support for the equity compensation approach.