DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-12

EVERCORE INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 10, 2026

The Annual Meeting of Stockholders of Evercore Inc. will be conducted online only, via live webcast, on June 10, 2026, at 9:00 a.m., Eastern Time. There will be no physical location for shareholders to attend. Shareholders may only participate online by logging in at www.virtualshareholdermeeting.com/EVR2026.


Agenda and Board Recommendations
Proposal		Board Voting Recommendation
1. Election of the 11 nominees named in this proxy statement to serve on our Board of Directors until the 2027 annual meeting		FOR each nominee
2. Non-binding, advisory vote to approve executive compensation of our named executive officers		FOR
3. Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2026		FOR
4. Approval of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan		FOR

We will also act on any other business as may properly come before our Annual Meeting of Stockholders or any adjournments or postponements thereof. Our Board of Directors has fixed the close of business on April 13, 2026 as the record date for the determination of shareholders entitled to notice of and to vote at our Annual Meeting and any adjournments or postponements of that meeting.

BY ORDER OF THE BOARD OF DIRECTORS

LOGO

Jason Klurfeld

Corporate Secretary

April 29, 2026

IT IS IMPORTANT THAT YOU CAREFULLY READ YOUR PROXY STATEMENT AND VOTE.

VIA THE INTERNET

Visit the website listed on your proxy card or Notice

BY TELEPHONE

Call the telephone number listed on your proxy card

LOGO

LIVE WEBCAST

Participate in the annual meeting (see page 16 for more information)

LOGO

BY MAIL

Request printed
proxy materials and mail in a completed proxy card

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026

Prior to May 1, 2026, the Notice of Annual Meeting, Proxy Statement, Form of Proxy and

2025 Annual Report to Shareholders will be available electronically at www.proxyvote.com. These materials are also available at www.evercore.com.

LETTER FROM THE CHAIRMAN OF THE BOARD AND CEO

April 29, 2026

Dear Fellow Shareholder:

On behalf of the Board of Directors, we cordially invite you to our 2026 Annual Meeting of Stockholders to be held online, via live webcast only, on Wednesday, June 10, 2026, at 9:00 a.m., Eastern Time. This Proxy Statement describes Evercore’s 2025 accomplishments, compensation practices and governance highlights for your consideration in connection with the matters to be voted upon at the Annual Meeting.

In 2025, we delivered the strongest revenue performance in our history, gaining market share and achieving record adjusted net revenues of $3.9 billion, with record results across nearly all of our businesses. For the second consecutive year, we ranked as the third-largest investment bank globally based on Advisory fees across public firms. Importantly, approximately 45% of full-year revenues were generated from our non-M&A businesses, highlighting the diversification of our business and the execution of our long-term strategy. Our strong performance in 2025 reflects the investments we have made in building our senior talent bench globally. During the year, we added our largest class of external Investment Banking Senior Managing Directors while continuing to promote talent from within, across sectors, products, and geographies.

We also remained committed to our capital return philosophy. We continued to fulfill our commitment to offset the dilutive effect of our annual bonus equity awards through our stock repurchase program and have returned additional capital to shareholders over the past several years. To that end, in 2025 we returned $812.4 million to shareholders through dividends and repurchases.

At this year’s Annual Meeting, you will be asked to vote on several items, including the election of our directors, our executive compensation program, and our equity plan. Approval of these matters, including our equity plan request, is critically important to our ability to operate the business consistent with our pay for performance philosophy and compensation model, which promotes alignment between our employees and shareholders. We embrace engagement with our shareholders on an ongoing basis and welcome your feedback regarding our performance, corporate governance, and compensation and other matters of interest to our shareholders. We encourage you to read this Proxy Statement carefully for more information. Your vote is important to us, and we hope that you will participate in the Annual Meeting and vote as promptly as possible through any of the means described in this Proxy Statement. Instructions on how to vote begin on page 11. Thank you for your continued support of Evercore.

LOGO

John Weinberg

Chairman of the Board and

Chief Executive Officer

TABLE OF CONTENTS


PROXY SUMMARY			1

GENERAL INFORMATION			10

PROPOSAL 1—ELECTION OF DIRECTORS			18

EXECUTIVE OFFICERS			24

RELATED PERSON TRANSACTIONS AND OTHER INFORMATION			25

CORPORATE GOVERNANCE			31

DIRECTOR COMPENSATION			37

COMPENSATION DISCUSSION & ANALYSIS			39

PAY RATIO			64

PAY VERSUS PERFORMANCE			65

COMPENSATION COMMITTEE REPORT			68

PROPOSAL 2—NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION			69

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			70

REPORT OF THE AUDIT COMMITTEE			72

PROPOSAL 3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			73

PROPOSAL 4—APPROVAL OF THE FOURTH AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN			74

SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 2027 ANNUAL MEETING			87

HOUSEHOLDING OF ANNUAL MEETING MATERIALS			87

OTHER MATTERS			87

GLOSSARY OF KEY DEFINED TERMS			88

ANNEX A: U.S. GAAP RECONCILIATIONS			A-1

ANNEX B: FOURTH AMENDED AND RESTATED 2016 EVERCORE INC. STOCK INCENTIVE PLAN			B-1

PROXY SUMMARY

This summary highlights certain information and is intended to assist you in reviewing the proposals. You should read the entire Proxy Statement carefully before voting. Your vote is important. Whether or not you plan to participate in the Annual Meeting, we encourage you to vote your shares promptly.

In this Proxy Statement, unless the context requires otherwise, the “Company”, the “Firm” or “Evercore” refers to Evercore Inc. and “we,” “us” or “our” all refer to Evercore and its subsidiaries. For ease of reference, we have included definitions of the abbreviations, capitalized terms and other terms frequently used in this Proxy Statement in the Glossary of Key Defined Terms beginning on page 88.

2026 Annual Meeting Information


Date and Time	Place	Record Date

9:00 a.m., Eastern Time Wednesday, June 10, 2026	Online via live webcast at www.virtualshareholdermeeting.com/EVR2026. There will be no physical location for shareholders to attend.	April 13, 2026

Additional information about our Annual Meeting, including details about how to participate in our Annual Meeting online and how to submit questions and cast your votes, is provided under “Why did the Board decide to adopt a virtual format for the Annual Meeting?” on page 16 of this Proxy Statement and “What do I need to do if I want to participate in the virtual Annual Meeting?” on page 16 of this Proxy Statement.

Matters to be voted on at our 2026 Annual Meeting


Agenda and Board Recommendations
Proposal	Board Voting Recommendation	Page Reference (for more detail)
1. Election of the 11 nominees named in this Proxy Statement to serve on our Board of Directors until the 2027 Annual Meeting	FOR each nominee	18
2. Non-binding, advisory vote to approve executive compensation of our named executive officers	FOR	69
3. Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2026	FOR	73
4. Approval of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan	FOR	74

2025 Financial Performance and Compensation Highlights

We highly value the faith that our investors have placed in us. 2025 was a record year for Evercore, as we delivered record net revenues while continuing to invest meaningfully in our people and platform. We expanded our client relationships and coverage universe across geographies, sectors and products, adding our largest class of external Investment Banking senior managing directors. We achieved record

adjusted net revenues of $3.86 billion in 2025, reflecting the continued broadening of our coverage and our ongoing investment in the business. These results further reflect the increasing diversification of our revenue base, driven by strong performance across our advisory, equities and investment management platforms. At the same time, we delivered continued market share gains and a strong balance sheet, while returning significant capital to shareholders.

Our long-standing pay-for-performance compensation program is designed to reward performance and align the long-term interests of our executives and professionals with those of our shareholders. As discussed throughout our Compensation Discussion & Analysis, beginning on page 39 of this Proxy Statement, in determining NEO compensation for 2025, our Compensation Committee considered, among other strategic accomplishments, the strong financial results achieved by the Company in 2025, the accomplishment of the Company’s capital return and strategic objectives, including the Company’s strong recruitment efforts, and the promotion of and adherence to our Core Values. The following summarizes our 2025 financial performance as considered by the Compensation Committee in making NEO compensation determinations and also highlights key components of our executive compensation program, each as discussed in more detail in our Compensation Discussion & Analysis, beginning on page 39 of this Proxy Statement.

Creating Value for Shareholders

Our TSR continues to demonstrate the long-term positive growth in our share price¹

LOGO

The Stock Performance graph and related table compares the performance of an investment in our Class A common stock from December 31, 2020, through December 31, 2025, with the S&P 500 Index, the S&P Financial Index, and the peer average index. The graph assumes $100 was invested at the opening of business on December 31, 2020, in each of our Class A common stock, the S&P 500 Index, the S&P Financial Index, and the peer average index. It also assumes that dividends were reinvested on the date of payment without payment of any commissions. The performance shown in the graph represents past performance and should not be considered an indication of future performance.

Equal weighted index methodology. Peer average includes Houlihan Lokey, Lazard, Moelis & Company, PJT Partners, and Perella Weinberg Partners.

Returning Significant Capital to Shareholders

Returned $812.4 million to shareholders during 2025 through dividends and share/LP unit repurchases*

LOGO

Includes dividends to Class A shareholders and equivalent amounts distributed to holders of LP units, and share repurchases for net settlement. Totals may not add due to rounding.

Delivering Strong Financial Results

In 2025, we effectively served our clients while strengthening our franchise by continuing our investment in, and the diversification of, our business. This facilitated our achievement of record Net Revenues and strong Net Income, EPS, and Operating Margin.


✓ Net Revenues*		Record Net Revenues of $3.86 billion on a U.S. GAAP basis and $3.88 billion on an Adjusted basis.
✓ Net Income*		Net Income of $591.9 million on a U.S. GAAP basis and $646.3 million on an Adjusted basis.
✓ EPS*		EPS of $14.05 on a U.S. GAAP basis and $14.56 on an Adjusted basis.
✓ Operating Margin*		Operating Margin of 20.5% on a U.S. GAAP basis and 21.6% on an Adjusted basis.

Adjusted Net Revenues, Adjusted Net Income, Adjusted EPS, and Adjusted Operating Margin are non-GAAP measures. See Annex A for further information and a reconciliation to U.S. GAAP amounts.

Performance-Based Compensation

✓

No Guaranteed Incentive Awards. We generally do not provide guaranteed incentive awards to any of our NEOs.

✓

No Change in Base Salaries. We have not increased base salaries for our NEOs since they became executive officers, and base salary continues to represent a relatively small share of their total annual compensation.

✓

Performance Drives Changes in Pay. Compensation is linked to the performance of Evercore and our executives’ individual performance, which motivates our executive leadership to conduct the business in a manner that produces superior results over the long term.

✓

CEO Compensation Reflects Our Performance. Our CEO compensation is closely aligned with our performance in 2025. We delivered strong results, while accomplishing important strategic objectives. These included the continued diversification and geographic expansion of our business, the continued expansion of our client relationships and coverage universe across geographies, sectors and products, and the recruitment and promotion of senior talent. We achieved record Adjusted Net Revenues* of $3.86 billion, while Adjusted EPS* increased to $14.56 and Adjusted Net Income* increased to $646.3 million. In light of this strong performance, our Compensation Committee determined that it was appropriate for our CEO’s compensation to increase for 2025 compared to 2024. The Compensation Committee considered that the increase for 2025 reflects both Evercore’s strong financial results and market-competitive levels of compensation. The Compensation Committee believes this appropriately aligns Mr. Weinberg’s compensation with shareholder outcomes and the long-term interests of the Company.

Adjusted Net Revenues, Adjusted Earnings Per Share and Adjusted Net Income are non-GAAP measures. See Annex A for further information and a reconciliation to U.S. GAAP amounts.

Shareholder Alignment

✓

Equity-Based Compensation Included in Incentive Awards, Not Additional. Our Compensation Committee determines the overall amount of incentive compensation to be awarded to our NEOs, inclusive of cash incentive distributions and RSUs.

✓

At Least 50% of 2025 Incentive Awards Delivered in RSUs Subject to Four Year Deferred Vesting. For Messrs. Altman, Weinberg, LaLonde and Klurfeld (“U.S.-based NEOs”) 50% of annual incentive compensation was delivered in deferred form through RSUs. Mr. Lindsey-Clark’s compensation is structured pursuant to the compensation framework applicable to Evercore’s EMEA Investment Banking business, which, in order to comply with regulatory obligations, requires that 60% of his incentive compensation be delivered in RSUs. RSUs granted to our NEOs as a component of 2025 annual incentive awards vest over four years, which is consistent with market practice, and enhances ongoing alignment with our shareholders.

✓

Equity Ownership Guidelines and Significant Equity Ownership by NEOs. Each of our NEOs holds a meaningful amount of equity in our Company and met the formal equity ownership guidelines applicable to such NEO for 2025.

✓

No Hedging or Pledging. All employees, including our NEOs, are prohibited from hedging their equity securities, and our anti-pledging policy prohibits directors and executive officers from pledging their equity without Compensation Committee approval.

✓

Clawback Policy. The Company has adopted a clawback policy in accordance with the listing requirement of the NYSE to provide for the recovery or “clawback” of certain erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement. The policy was made effective December 1, 2023 and applies to incentive-based compensation received by current and former executive officers of the Company during the three fiscal years preceding an accounting restatement and after the effective date of the NYSE listing requirement, October 2, 2023. The Company also continues to maintain an additional clawback policy, which provides for the recapture of incentive awards provided to SMDs in the event of certain types of misconduct by that SMD or a restatement of the financial results of the Company due to material noncompliance with financial reporting requirements.

Accountability to Shareholders

✓

Annual Say on Pay Vote. Based on our Board’s recommendation and our shareholders’ advisory vote in 2022, we continue to hold an advisory vote each year on our executive compensation program.

✓

Strong Support for Executive Compensation Program. Our executive compensation program has not changed in any material way since last year, when our shareholders supported our Say on Pay proposal at approximately the 94% level. We believe this continued support is due to the Company’s strong business performance, a close alignment between performance and pay, our extensive shareholder engagement process and disclosure regarding our executive compensation program.

✓

Majority Voting Resignation Policy. Our majority voting resignation policy provides that a director that receives the support of less than a majority of votes cast must tender his or her resignation, which our Board will then determine whether to accept.

✓

Extensive Shareholder Engagement and Feedback. We engage extensively with our shareholders on an ongoing basis and welcome feedback regarding our performance, corporate governance practices and other matters of interest to our shareholders. The feedback we received in 2025 continued to inform our Board, particularly with respect to our compensation program and equity plan.

Approval of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

On April 28, 2026, upon the recommendation of the Compensation Committee, our Board of Directors unanimously adopted the Fourth Amended 2016 Plan, the terms of which are substantively identical to those of the shareholder approved Third Amended 2016 Plan other than an increase of 5,000,000 in the number of shares authorized for issuance under the plan. Equity compensation remains a critical component for achieving our strategic growth initiatives and executing our compensation strategy, supporting our ability to attract, retain, and incentivize talent while aligning employee and shareholder interests. We are therefore seeking your approval of the Fourth Amended 2016 Plan in order for us to continue our practice of granting equity compensation broadly throughout our organization for purposes of our annual incentive awards.

Importance of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan

✓

Equity Compensation Facilitates Long-Term Investment in our Strategic Growth and Compensation Planning. Our prudent use of equity compensation has been an important driver of our success and is necessary for the operation of our business, our continued growth and the execution of our strategic initiatives. In the past, we have requested share reserves intended to last approximately two to three years. However, over the past decade, our business has grown significantly in both scale and complexity. While we currently have approximately 4.85 million shares remaining, we are requesting an additional 5 million shares to provide greater certainty for a longer planning horizon. We intend to revisit equity compensation practices and norms with shareholders on a regular basis, and do not intend to make any material changes in the operation of our equity compensation program. Rather, this additional reserve is intended to provide greater certainty in managing our compensation program and to support a long-term, strategic approach to planning—consistent with a firm of our size and complexity.

✓

Human Capital Intensive Business. Our people are our principal asset, and our revenue and profits are tied to the number, quality and performance of our people. Our ability to pay appropriate and competitive levels of equity-based compensation has enabled us to recruit, retain and motivate high-performing, revenue-generating, and client-facing professionals necessary to support our continued long-term objectives and success. By maintaining a meaningful equity component within our compensation structure, we can: (i) more closely align compensation outcomes with Evercore’s long-term stock price; (ii) promote a strong ownership culture among senior professionals and across our broader employee base; and (iii) preserve cash for capital return, including share repurchases, each of which supports our strategic and growth priorities.

✓

Anti-Dilutive Actions offset Share Issuances. We recognize that equity-based compensation can be dilutive to existing shareholders. However, we have actively managed our capital return and share repurchase programs to mitigate this impact, historically repurchasing at least as many shares as necessary to effectively neutralize dilution. We intend to continue this approach, as described in more detail herein.

✓

Equity-Based Compensation is Preferable to Cash-Based Compensation. A reduction in equity-based compensation would require increased reliance on alternative forms of deferred compensation to remain competitive, introduce uncertainty in our recruiting efforts, which we believe would be less effective, diminish alignment between employees and shareholders, and reduce cash available for capital return, including share repurchases. Moreover, any material reduction in compensation would impair our ability to execute our business and growth strategies, and to recruit, retain, promote, and motivate key employees. If the Fourth Amended 2016 Plan is not approved, we may be compelled to adopt such alternatives due to the uncertain availability of future shares.

Prudent Use of Equity Compensation and Management

✓

Traditional burn rate and dilution models, including those employed by proxy advisory firms, do not take into account the deliberate anti-dilutive effects of our repurchase programs or the unique aspects of our business that drive our compensation philosophy. In addition, we are often compared to peers that have significantly different compensation systems, cost structures and businesses. However, as discussed in more detail on pages 76-77, our burn rate is similar to that of other public independent investment banking advisory firms.

✓

In 2024, we reaffirmed our 2022 and 2020 commitments to carefully managing our shares by offsetting the dilutive effect of bonus equity awards through share repurchases, including through net settlement of outstanding awards, subject to our future earnings and our need to maintain a strong liquidity position and reserve the necessary flexibility to address unusual circumstances that may arise.

✓

As indicated in the below chart, we have delivered on our 2024 commitment, achieving an average negative Net Burn Rate over a three year period, with repurchases offsetting not just bonus equity awards but also new hire and replacement awards. This year, we reaffirm our 2024, 2022 and 2020 commitments to shareholders.


(Shares in 000’s)	2023			2024			2025			3-Year Average
Equity Grants:
Incentive Award Grants(1)		2,469			2,422			1,869			2,254
New Hire/Retention/Special Equity(2)		107			243			297			216
Forfeitures		(190	)		(135	)		(83	)		(136	)
Net Grants		2,386			2,530			2,084			2,333
Shares Repurchased		3,001			2,311			2,398			2,570
Net Grants less Shares Repurchased		(615	)		219			(314	)		(237	)
Percentage of Net Grants repurchased		126	%		91	%		115	%		111	%
Weighted Common Shares Outstanding and Vested Evercore LP Partnership Units		40,766			40,680			41,313			40,919
Burn Rate (Taking into account Weighted Common Shares Outstanding, Vested Evercore LP Partnership Units and Forfeitures)		5.9	%		6.2	%		5.0	%		5.7	%
Net Burn Rate (Also taking into account share repurchases)		-1.5	%		0.5	%		-0.8	%		-0.6	%

(1)

This amount reflects RSU grants and certain performance-based special incentive equity awards but does not include the deferred cash compensation awards granted to certain employees.

(2)

This amount reflects new hire awards, retention awards and special equity awards that were issued to certain employees and for which the Company reserved shares under the Third Amended 2016 Plan.

✓

We believe that our careful use of equity compensation is further evidenced by an analysis of our 2023-2025 average stock compensation expense as a percentage of various three-year average operating measures, which is in line with our independent public peers. Our independent public peers share our human capital-intensive business model and are a better comparison for equity compensation program purposes than certain members of our broader financial services peer group, which generate revenue from financial or other capital and do not grant equity as broadly.


	Three-Year Average Stock Compensation Expense (in 000’s)(1)		As a Percentage of U.S. GAAP Net Revenue(2)			Per Employee(3)
Evercore	$	368,627		11.94	%	$	154,777
Lazard	$	296,000		10.25	%	$	90,033
Moelis	$	183,298		15.42	%	$	141,507
PJT Partners	$	207,355		14.27	%	$	184,097
Houlihan Lokey	$	163,991		8.05	%	$	62,173
Perella Weinberg Partners	$	183,477		24.17	%	$	263,364

(1)

Calculated as the three-year average of the equity only compensation expense for the fiscal years ended December 31, 2023, 2024 and 2025 as reported in the company’s 2025 10-K (2022, 2023, and 2024 for Houlihan Lokey). For Houlihan Lokey, includes both equity-classified and liability-classified awards. Liability classified awards may be settled in stock or cash.

(2)

Calculated as (i) Three-Year Average Stock Compensation Expense, divided by (ii) the three-year average U.S. GAAP Net Revenue for the fiscal years ended December 31, 2023, 2024 and 2025 as reported in each company’s 2025 10-K.

(3)

Calculated as (i) Three-Year Average Stock Compensation Expense, divided by (ii) the three year-average of the employee headcount disclosed in each company’s 2023, 2024 and 2025 10-K.

Governance and Leadership Highlights

The following are highlights of our governance and leadership practices that are discussed further herein under “Corporate Governance” and “Director Compensation” on pages 31 and 37, respectively.


Director Independence		Independent Director Diversity

✓

Our lead independent director presides over meetings of our non-management directors. She works with the Chairman and CEO to develop and approve Board agendas and meeting schedules, leads Board and Committee evaluations and otherwise serves as a liaison among our non-management directors.

✓

82% of our current directors have been determined to be independent under the applicable NYSE rules and company guidance and 100% of our

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Evercore Inc.