Dear Shareholder:
We are writing to ask for your critical support for the proposals to be voted on at Evercores 2024 Annual Meeting of Stockholders and to
express our appreciation for your independent analysis in conducting your evaluation. Our Board continues to unanimously recommend you cast your vote FOR all proposals, and we would like to draw your attention specifically to Proposal
No. 4, our proposal to increase the number of shares available under our equity incentive plan by 6.0 million shares. We are requesting additional shares because we do not have enough shares remaining to manage and grow our
business over the next approximately two to three years consistent with our strategy. The additional shares are necessary in order to continue providing a significant portion of our incentive compensation in the form of equity, which aligns the
interests of our employees and stockholders, and recruiting and retaining talented professionals.
In its report (the ISS
Report), Institutional Shareholder Services (ISS) supported our say-on-pay proposal and overall compensation program, acknowledging the alignment of
pay and performance among other best practices of our compensation program. Nevertheless, consistent with its recommendation on our equity plan proposals for the past decade, ISS ultimately recommends shareholders vote against Proposal
No. 4, based on its application of quantitative tests that have significant flaws when applied to our business and compensation models, industry, and equity compensation needs. Given its recommendation, and the importance of the proposal
to our long-standing business and compensation strategy, we believe it is imperative that we highlight the flaws in the ISS analysis, which we have described in detail in Attachment A.
In addition to the flaws with its analysis, the ISS Report does not address the significant implications for us and our shareholders if their
recommendation is followed. If our proposal fails, we will not have access to additional shares and we would be required to take one or more actions that our Board believes are not in the best interests of shareholders:
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Replace the compensation paid to our employees in equity with cash, thereby decreasing their long-term alignment
with investors and reducing cash available to distribute to shareholders; |
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Reduce the proportion of client-facing and revenue-generating employees that receive equity compensation,
limiting the scope of our employee base that is aligned with shareholders and similarly reducing cash available to distribute to shareholders; or |
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Reduce our overall employee compensation, which is currently competitive and required to retain, motivate, and
recruit our team, especially in the midst of increased competition for top talent. |
Evercore believes that any of these actions
would be detrimental to our ability to continue executing our long-term strategy and creating value for shareholders.
As you make your
voting decision, we ask that you bear in mind that as a human capital-based business, we use equity differently than many other companies, including other financial companies. Equity is a fundamental element of our pay-forperformance compensation and retention philosophy that motivates our employees throughout the organization. Over the past three years, more than 90% of all equity awards granted have been granted
to non-executive officers. We also appreciate your consideration of the impact of our share repurchases, which is neglected in the ISS Report but has resulted in an average net negative burn rate of -3.5% over the past three years. This has contributed meaningfully to our strong financial performance and the achievement of a 5-year total stockholder return as
of December 31, 2023 of 172%, which outpaces our peers, the S&P500 and the S&P500 Financials (as discussed in more detail in our proxy materials).
Our 2024 proposal requests only the amount of shares that we believe are necessary to manage and grow our business over the next approximately
two to three years. We have a track record of prudent equity compensation management, which has been critical for the successful execution of our long-term strategy, employee retention and in our recruitment and promotion of our Senior Managing
Directors (SMDs). We will continue to work with ISS in the hope that they will develop quantitative measures that accurately reflect our business. We thank you for the time you have focused on this matter and your careful consideration of this
proposal, and for all the previously discussed reasons, our Board recommends that you vote FOR Proposal No. 4.