UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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 PARTNERS 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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 12, 2017

The Annual Meeting of Stockholders of Evercore Partners Inc. (“Evercore”) will be held at the offices of Simpson Thacher and Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, on June 12, 2017, at 9:00 a.m., local time, for the following purposes:

◾ to elect the nine director nominees identified in the accompanying Proxy Statement;

◾ to approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in the accompanying Proxy Statement;

◾ to approve, on an advisory basis, the frequency (every one, two or three years) of advisory votes to approve the compensation of our Named Executive Officers;

◾ to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2017; and

◾ to transact such 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 20, 2017 as the record date for the determination of stockholders entitled to notice of and to vote at our Annual Meeting and any adjournments or postponements of that meeting.

To be sure that your shares are properly represented at our Annual Meeting, whether you attend or not, please complete, sign, date and promptly mail the enclosed proxy card in the enclosed envelope. If your shares are held in the name of a bank, broker or other holder of record, their procedures should be described on the voting form they send to you.

If you plan to attend the Annual Meeting of Stockholders in person, you will need to bring photo identification. In addition, if your shares are held in the name of a bank, broker or other holder of record, you must also bring with you a letter (and a legal proxy if you wish to vote your shares) from the bank, broker or other holder of record confirming your ownership as of the record date. See “What do I need to do if I want to attend the Annual Meeting?” on page 12 of the Proxy Statement.

Along with the attached Proxy Statement for the Annual Meeting of Stockholders, we are enclosing our 2016 Annual Report to Stockholders, which includes our financial statements.

BY ORDER OF THE BOARD OF DIRECTORS

Adam B. Frankel

Corporate Secretary

April 28, 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2017

The Notice of Annual Meeting, Proxy Statement, Form of Proxy and 2016 Annual Report to Stockholders

are also available at www.proxyvote.com.

55 East 52^nd Street

38^th Floor

New York, New York 10055

PROXY STATEMENT

Our Board is soliciting proxies to be voted at the Annual Meeting of Stockholders to be held at the offices of Simpson Thacher and Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, on June 12, 2017, at 9:00 a.m., local time, and at any adjournments or postponements of the Annual Meeting.

This Proxy Statement and the enclosed proxy card or voting instruction card and the 2016 Annual Report to Stockholders are first being mailed to stockholders on or about April 28, 2017.

In this Proxy Statement, unless the context requires otherwise, the “Company” or “Evercore” refers to Evercore Partners 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 63.

TABLE OF CONTENTS

	Page
PROXY SUMMARY		1
GENERAL INFORMATION		6
ANNUAL REPORT AND CORPORATE SECRETARY		13
PROPOSAL 1—ELECTION OF DIRECTORS		14
EXECUTIVE OFFICERS		18
RELATED PERSON TRANSACTIONS AND OTHER INFORMATION		20
CORPORATE GOVERNANCE		26
DIRECTOR COMPENSATION		31
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		33
PROPOSAL 2—NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION		55
PROPOSAL 3—NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING VOTES ON EXECUTIVE COMPENSATION		56
COMPENSATION COMMITTEE REPORT		57
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		58
REPORT OF THE AUDIT COMMITTEE		60
PROPOSAL 4—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		61
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2018 ANNUAL MEETING		62
HOUSEHOLDING OF ANNUAL MEETING MATERIALS		62
OTHER MATTERS		62
GLOSSARY OF KEY DEFINED TERMS		63
ANNEX A: U.S. GAAP RECONCILIATIONS		65

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 attend the Annual Meeting, we encourage you to vote your shares promptly.

Agenda and Board Recommendations
Proposal		Board Voting     Recommendation	Page Reference     (for more detail)
1.	Election of nine directors	FOR each nominee	14
2.	Non-binding, advisory vote on executive compensation	FOR	55
3.	Non-binding, advisory vote on the frequency of future non-binding votes on executive compensation	ONE YEAR	56
4.	Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2017	FOR	61

2016 Performance Highlights
Creating Value for Stockholders
We highly value the faith that our investors have placed in us, and take seriously our obligations as fiduciaries. Our employees own approximately 28% of our outstanding shares on a fully diluted basis. We are proud that our 2016 performance has resulted in continued value enhancement for our stockholders.
Total Shareholder Return: Significantly outperformed key indices and our most direct competitors during 2016 and over the longer term.
		One-Year TSR	Five-Year   TSR
	Evercore	30%	190%
	S&P 500 (Financials)	23%	143%
	S&P 500	12%	98%
	Greenhill	5%	(3%)
	Houlihan Lokey	22%	N/A
	Lazard	(1%)	96%
	Moelis	30%	N/A
	PJT Partners	10%	N/A
Return of Capital to Stockholders: $225.8 million during 2016 through dividends and repurchases. We repurchased 3.5 million shares during 2016, and as of March 31, 2017, our board-approved stock buyback program had over $398 million (or 6.5 million shares) available.
Our repurchases have offset the dilutive effect of shares granted for annual bonuses on a cumulative basis over the past five years. Our repurchases have also offset the dilutive effect of our investments in new Advisory SMDs and partially offset the dilutive effect of our investment in ISI.

Page 1

Delivering Strong Financial Results In setting NEO compensation for 2016, our independent Compensation Committee considered, among other things, the financial results achieved in 2016. Adjusted amounts are non-GAAP measures; see Annex A for a reconciliation to GAAP amounts. For a discussion of NEO compensation, see “Compensation of our Named Executive Officers.” Record Adjusted Net Revenues and Adjusted Net Income Attributable to Evercore
	Adjusted Net Revenues	Adjusted Net Income Attributable to Evercore
	Record $1.431 billion, up 18% compared to 2015	Record $223.0 million, up 30% compared to 2015
Investing in our People and our Relationships New Executive Chairman: In November 2016, John Weinberg joined us as our new Executive Chairman, which we believe is a profound step forward for us. Mr. Weinberg is highly respected by clients around the world and has a proven track record as a leader of investment banking businesses, deal maker and revenue generator. New Senior Managing Directors: In 2016, we announced the hiring of five new SMDs in our Advisory business, other than Mr. Weinberg. In 2017, we further announced the addition of three newly hired Advisory SMDs, as well as the promotion of four new Advisory SMDs. Strategic Alliance with Luminis: As part of our ongoing global efforts, we strengthened our strategic alliance with Luminis Partners, an independent corporate advisory firm based in Sydney, Australia, acquiring a 19% interest in the business in January 2017.

Page 2

	Compensation Highlights
Our pay-for-performance compensation program is designed to reward performance, and to align the long-term interests of our executives with those of stockholders, including prohibiting hedging and pledging by our directors and executive officers. The following are highlights of our 2016 NEO compensation structure, as determined by our independent Compensation Committee:
Performance-Based Compensation
✓	No Change in Base Salaries. We have not increased base salaries for our NEOs since they joined us, and base salary continues to represent a minority of total annual compensation.
✓	No Guaranteed Bonuses. We do not provide any guaranteed bonuses to any of our NEOs, including Mr. Weinberg.
✓	Modest Compensation Increase Compared to Performance. Annual incentive compensation for our CEO in 2016 increased 9% from 2015, compared to a one-year TSR of 30% and a 30% increase in adjusted net income attributable to Evercore.
✓	Performance Drives Changes in Pay. For our executives who were NEOs in both 2015 and 2016, aggregate compensation (base salary and bonus) in 2016 was down approximately 4% from 2015, while our financial results showed significantly greater improvements year over year, as articulated in the summary above. Executives that serve in our business units, including those that are NEOs, are paid based largely on their contribution to our success and the success of their respective business units.
Stockholder Alignment
✓	Equity-Based Compensation Included in Bonus, Not Additional to Bonus. RSUs represent a portion of the earned bonus – this enhances ongoing alignment with stockholders.
✓	Four-Year Deferral. RSUs granted to our NEOs for 2016 are unvested and are delivered over four years, which is longer than the standard deferral period for many banks.
✓	Equity Ownership Guidelines for Executive Officers and Significant Equity Ownership by NEOs. Our NEOs hold significant amounts of equity in our Company, and we have adopted formal equity ownership guidelines for SMDs.
✓	No Hedging or Pledging. All employees, including our NEOs, are prohibited from hedging their equity securities, and in 2017 we adopted a new anti-pledging policy prohibiting directors and executive officers from pledging their equity securities without Compensation Committee approval.
Accountability to Stockholders
✓	Say on Pay. Over 95% of voted shares were cast in favor of our last say on pay proposal in 2014. We believe these results reflect strong stockholder support for our pay-for-performance linkage and our compensation structure that facilitates it.
✓	Move to Annual Say on Pay. Following consultation with stockholders, we are recommending that stockholders approve a non-binding resolution that the Company move to annual say on pay votes beginning with the 2018 Annual Meeting.
✓	New Clawback Policy. In 2017, we adopted a clawback policy providing for the recapture of incentive compensation awarded to SMDs in the event of misconduct by that SMD or a restatement of the financial results of the Company due to material noncompliance with financial reporting requirements.

Page 3

Evercore’s New Executive Chairman; Sign-on and Replacement Awards
✓	John Weinberg joined Evercore as Executive Chairman in November 2016.
	o	Mr. Weinberg is a proven investment banking leader, deal maker and revenue generator, and having him join the Evercore team is an important step forward toward our goal of becoming the most elite global independent investment banking advisory firm in the world
	o	In his short time at Evercore, Mr. Weinberg has already played a significant role in helping shape our strategy, focus our efforts and win key mandates.
	o	We consider the awards granted to Mr. Weinberg to be a one-time, non-recurring event, as part of this transformational enhancement of our leadership and status.
✓	Significant Performance Elements for Mr. Weinberg. The compensation package provided to Mr. Weinberg contains significant performance elements that align his incentives with those of our stockholders. 100% of the sign-on awards are subject to delayed vesting (with 44% scheduled to vest in 2022 or later), 70% of the value of the awards depends on our long-term stock performance, and 50% of the value of the awards was subject to additional express performance criteria:

	Sign-on RSU Award* 900,000 RSUs (One-Time Award)	✓ ✓ ✓	Long-Term: Vests over 5 years ending in 2022 Tied to Employment: Forfeited if Mr. Weinberg leaves before a vesting event Aligned with Stockholders: Exposes Mr. Weinberg to downside stock risk
	Sign-on Performance Award* 400,000 Class I-P Units (One-Time Award)	✓ ✓ ✓	Long-Term: 5-year cliff vesting in 2022 Tied to Employment: Forfeited if Mr. Weinberg leaves before a vesting event Aligned with Stockholders: Granted with stock price hurdles of $65 and $75 per share for 20 consecutive trading days, which were met due to strong 2016-17 stock performance. Units derive value from underlying common stock, so expose Mr. Weinberg to downside stock risk even after meeting stock price hurdles.
	Sign-on Cash Award* $35 million (One-Time Award)	✓ ✓ ✓	Long-Term: Vests over 6 years ending in 2023 ($11 million vests in March 2019 and $6 million vests each March from 2020 to 2023) Tied to Employment: Forfeited if Mr. Weinberg leaves before a vesting event Performance-Based Adjustments: Each tranche adjustable to 75%-200% of target based on achievement of performance criteria
	Base Salary and Bonus	✓ ✓	Base salary will represent a minority of total compensation No guaranteed bonus; portion of bonus will be deferred
*       In part, Mr. Weinberg’s sign-on awards replace long-term incentives from his prior employer that were forfeited due to his acceptance of employment with the Company.

Page 4

	Governance and Leadership Highlights
The following are highlights of our governance and leadership practices that are discussed further under “Corporate Governance” and “Director Compensation.”
◾	Adopted majority voting resignation policy in April 2017, providing that a director that receives the support of less than a majority of votes cast must tender his or her resignation, which the board will then determine whether to accept.	Director Nominee Tenure Average Tenure Less than 6 years
◾	Our Chairman & CEO positions are split, and we have a lead independent director who presides over meetings of non-management directors.
◾	67% of our nominees for director have been determined to be independent under the applicable NYSE rules and company guidelines.
◾	100% of our committee members are independent directors.
◾	Average director nominee tenure is less than six years. Our board is well balanced in regard to tenure, combining the institutional and strategic understanding and continuity of longer term directors with the fresh insights and diverse perspectives brought by newer directors.
◾ ◾ ◾	Under the guidance of the Nominating and Corporate Governance Committee, each year our Board performs a self-evaluation during which it considers issues of structure, leadership and oversight needs and skills to guide the company in executing its long-term strategic objectives. Our non-management directors meet regularly without management present. All non-management directors receive RSUs as part of their annual compensation and must comply with equity ownership guidelines.	Independent Director Nominees

Page 5

GENERAL INFORMATION

Why am I receiving this Proxy Statement?

The Board is soliciting proxies for our 2017 Annual Meeting of Stockholders, and we will bear the cost of this solicitation. You are receiving a Proxy Statement because you owned shares of our Class A common stock and/or our Class B common stock as of the close of business on April 20, 2017, the record date. Your ownership of shares on that date entitles you to vote at our Annual Meeting. By using the attached proxy card or voting instruction card from your broker or other intermediary, you are able to vote whether or not you attend our Annual Meeting. This Proxy Statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision when you do vote.

What will I be voting on?

You will be voting:

• to elect the nine director nominees identified in this Proxy Statement;

• to approve, on an advisory basis, the compensation of our NEOs as disclosed in this Proxy Statement;

• to provide an advisory, non-binding vote regarding the frequency (every one, two or three years) of advisory votes to approve the compensation of our NEOs;

• to ratify the selection of Deloitte as our independent registered public accounting firm for 2017; and

• to transact such other business as may properly come before our Annual Meeting or any adjournments or postponements thereof.

What are the Board’s recommendations?

Our Board recommends:

• a vote FOR the election of each of Roger C. Altman, Richard I. Beattie, Gail B. Harris, Robert B. Millard, Willard J. Overlock, Jr., Sir Simon M. Robertson, Ralph L. Schlosstein, John S. Weinberg and William J. Wheeler to serve as directors until the next Annual Meeting or until their successors are duly elected and qualified;

• a vote FOR the approval of the advisory resolution approving the compensation of our NEOs as disclosed in this Proxy Statement;

• a vote for ONE YEAR regarding the frequency of advisory votes to approve the compensation of our NEOs; and

• a vote FOR the ratification of the selection of Deloitte as our independent registered public accounting firm for 2017.

How do I vote?

You can vote either in person at our Annual Meeting or by proxy without attending our Annual Meeting. To vote by proxy you may vote by telephone, on the internet or through the mail as follows, which instructions are also set forth on your proxy card:

• Vote by Internet—www.proxyvote.com: Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

• Vote by Phone—1-800-690-6903: Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

• Vote by Mail: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, so that it is received no later than the day before the meeting date.

Page 6

We urge you to vote by proxy even if you plan to attend our Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold the Annual Meeting and so your vote will be counted if you later decide not to attend the Annual Meeting. If you are voting by mail, you should follow the instructions set forth on the proxy card, being sure to complete it, to sign and date it and to mail it in the enclosed postage-paid envelope. If you attend the Annual Meeting in person, you may vote at the meeting and your previously delivered proxy will not be counted.

If your shares are held through a bank, broker or other holder of record (that is, in “street name”), please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do in order to vote your shares. If you want to vote in person, you must obtain a legal proxy from your bank, broker or other holder of record and bring it to the meeting. Please also see the information under “—What do I need to do if I want to attend the Annual Meeting?”.

What is the difference between holding shares as a stockholder of record and as a beneficial owner or street name holder?

If your shares are registered directly in your name with our transfer agent, Computershare Shareowner Services LLC, you are considered, with respect to those shares, the “stockholder of record.” We have sent the notice of Annual Meeting, Proxy Statement, Annual Report and proxy card directly to you.

If your shares are held in a stock brokerage account or by a bank, broker or other holder of record, you are considered the “beneficial owner” of shares held in street name. The notice of the Annual Meeting, the Proxy Statement, the Annual Report and a voting instruction card have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting.

What type of financial information is used in this Proxy Statement?

The Evercore financial measures in this Proxy Statement are those prepared in accordance with U.S. GAAP, unless they are designated as “non-GAAP measures,” in which case a reconciliation to the U.S. GAAP numbers is included in Annex A.

How does Evercore’s corporate structure impact Evercore’s share count and vote calculation?

The diagram on page 9 depicts our organizational structure. Our structure is similar to an umbrella partnership real estate investment trust, or UPREIT structure, which is common in the real estate sector and with human capital-intensive businesses which have gone public.

Our SMDs and certain other individuals and entities who contributed assets in connection with their joining us hold some of their equity in limited partnership units and interests issued by Evercore LP, a Delaware limited partnership. These include Class A units, Class E units, Class G interests, Class H interests and Class I-P units (which may convert into Class I units) in Evercore LP.

Class A, Class E and Class I units of Evercore LP are exchangeable, at the discretion of the unit holder and without the payment of any consideration, on a one-for-one basis for shares of our Class A common stock, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and, in the case of certain Class E units, subject to vesting and exchangeability restrictions imposed by the Evercore LP Partnership Agreement.

Class G and Class H interests generally convert, on specified dates from 2018 through 2020, into a number of Class E units based on the achievement of financial performance targets for the Company’s equity sales, trading and research business (which Class E units will, in turn, be exchangeable for Class A common stock as noted above). Previous conversions occurred on February 15, 2016 and 2017, with a total of 739,094 Class G interests converting into an equal number of Class E units.

The Class I-P Units (which are held by Mr. Weinberg) generally convert, on March 1, 2022, into a number of Class I Units, subject to the participant’s continued service with the Company and the achievement of stock price targets (which Class I units will, in turn, be exchangeable for Class A common stock as noted above). These stock price targets have been achieved.

All holders of Class A units, Class I units and Class I-P units (other than the Company) have the same voting rights as holders of Class A common stockholders through the ownership of Class B common stock, which entitles each holder to one vote for each unit held by such holder. Holders of our Class A common stock and Class B common stock vote together as a single class

Page 7

on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. Holders of Class E units, Class G interests and Class H interests do not hold Class B common stock, and thus do not have voting rights at the Company level.

The Class B common stock has no economic rights. The Company funds dividends to holders of our Class A common stock by causing Evercore LP to make distributions to its partners, including the Company. Evercore LP makes pro-rata distributions to its partners based on their interest in Evercore LP concurrently with Evercore LP distributions to the Company (provided that holders of Class G and Class H interests are entitled to extraordinary distributions but not regular distributions, holders of Class I-P units are not entitled to regular or extraordinary distributions, and all distributions on unvested units and interests are held in reserve and paid out only upon vesting).

Thus, holders of Class A, Class I and Class I-P limited partnership units, through the combination of Class B common stock of Evercore and LP units, have similar equity interests as if they held an equivalent number of shares of Class A common stock.

Because of our corporate structure and for the reasons stated above, we view our share count as including Evercore LP Class A, Class I and Class I-P units for voting purposes, and include these units when we calculate total shares and share equivalents for voting purposes. Unless indicated otherwise, where we use the terms voting power, votes outstanding, votes cast or other similar terms, such terms should be read to include both the number of shares of Class A common stock outstanding and the number of votes associated with Class B common stock, which is equal to the number of Evercore LP Class A, Class I and Class I-P units. As of April 20, 2017, the record date for our Annual Meeting, a combined total of 45,339,312 shares of Class A common stock and Class B common stock are entitled to vote.

Page 8

ORGANIZATIONAL STRUCTURE

What is our share count?

As of April 20, 2017, the record date for our Annual Meeting, our share count was as follows:*

Shares of Class A common stock outstanding	41,048,793
Evercore LP Class A limited partnership units outstanding	3,890,519
Unvested and transfer restricted Evercore LP Class I-P limited partnership units	400,000
Total voting shares and units	45,339,312
Evercore LP Class E limited partnership units vested and exchangeable	1,650,663
Unvested and transfer restricted Evercore LP Class E limited partnership units	658,119
RSUs outstanding	7,118,271
Total outstanding shares and units (excluding performance-based) on a fully diluted basis	54,766,365
Evercore LP Class G interests outstanding	356,440
Evercore LP Class H interests outstanding	4,039,241
Total outstanding shares, units and interests (including performance-based) on a fully diluted basis	59,162,046

* As of April 20, 2017, no Evercore LP Class I units were outstanding.

What constitutes a quorum?

The holders of a majority in voting power of the issued and outstanding shares of Class A common stock and Class B common stock (which is equal to the number of Evercore LP Class A limited partnership units) entitled to vote must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by broker non-votes (as defined below) also are counted as present and entitled to vote for purposes of determining a quorum. However, if you hold your shares in street name and do not provide

Page 9

voting instructions to your bank, broker or other holder of record, under current NYSE rules, Proposals 1, 2 and 3 are considered non-discretionary matters and a bank, broker or other holder of record will lack the authority to vote shares at his/her discretion on these proposals, and your shares will not be voted on these proposals (a “broker non-vote”).

How are votes calculated?

If you are a holder of our Class A common stock, then you are entitled to one vote at our Annual Meeting for each share of our Class A common stock that you held as of the close of business on April 20, 2017.

If you are a holder of our Class B common stock, then you are entitled to a number of votes at our Annual Meeting equal to the total number of Class A and Class I-P limited partnership units in Evercore LP that you held as of the close of business on April 20, 2017.

If you are a holder of Class E limited partnership units in Evercore LP, then you are not entitled to vote until such units become exchangeable, and you actually exchange such units for shares of Class A common stock or receive a share of Class B common stock. If you are a holder of Class G or Class H interests in Evercore LP, you will not be entitled to vote until such interests are converted into Class E units and you actually exchange such units for shares of Class A common stock or receive a share of Class B common stock.

If you hold RSUs, you will not be entitled to vote the shares underlying such RSUs until you actually receive delivery of the shares of Class A common stock underlying such units.

All matters on the agenda for our Annual Meeting or any adjournments or postponements thereof will be voted on by the holders of our Class A common stock and Class B common stock, voting together as a single class.

How many votes are required to approve each proposal and how are votes counted?

	Elect the nine director nominees identified in this Proxy Statement	Advisory vote to approve the compensation of our NEOs	Advisory vote on the frequency of advisory votes to approve  the compensation of our NEOs	Advisory vote to ratify the selection of Deloitte as our independent registered public accounting firm for 2017
How many votes are required for approval?	A plurality of votes cast, subject to our new director resignation policy if a director receives less than majority support	A majority of votes cast
How are director withhold votes treated?	Withhold votes will not be counted as votes cast for the nominee from which they are withheld	N/A
How are abstentions treated?	Abstentions will not be counted as votes cast
How are broker non-votes handled?	Broker non-votes will not be counted as votes cast			Banks, brokers and other holders of record may exercise discretion and vote on this matter and these will be counted as votes cast
How will signed proxies that do not specify voting preferences be treated?	Votes will be cast FOR the nine director nominees identified in this Proxy Statement	Votes will be cast FOR the approval of the compensation of our NEOs	Votes will be cast FOR “One Year”	Votes will be cast FOR the ratification of the selection of Deloitte as our independent public accounting firm for 2017

Page 10

It is important to note that the proposals to (1) approve the compensation of our NEOs; (2) determine whether the vote to approve the compensation of our NEOs will occur every one, two or three years; and (3) and ratify the selection of the independent registered public accounting firm are non-binding and advisory. However, the Board intends to carefully consider the results of Proposals 1 and 2 in making future compensation decisions and, if our stockholders fail to ratify the selection of Deloitte, the selection of another independent registered public accounting firm may be considered by the Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

What happens if a director fails to receive the support of a majority of votes cast?

Under our director resignation policy, adopted in April 2017, if a director receives more “withhold” votes than “for” votes, then that director must promptly tender his or her resignation. The Nominating and Corporate Governance Committee will consider the resignation offer (without the participation of the relevant director) and will recommend to the Board the action to be taken, and the Board will take action within 90 days following certification of the vote, and publicly disclose its decision and the reason therefor. See “Proposal 1—Election of Directors—Majority Voting Policy” below.

What if I do not specify a choice for a matter when returning a proxy?

Stockholders should specify their choice for each matter on the enclosed proxy card or voting instruction card. If no specific instructions are given, proxy cards and voting instruction cards which are signed and returned will be voted as at the Annual Meeting or any adjournments or postponements thereof as indicated in the chart above. In addition, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to other matters that may properly come before our Annual Meeting or any adjournments or postponements of the meeting in accordance with their judgment.

Can I change my vote?

Yes. At any time before your proxy is exercised at the Annual Meeting, you may change your vote by:

• revoking it by written notice sent to our Corporate Secretary that is received by 5:00 p.m. Eastern Time on June 11, 2017;

• delivering a later-dated proxy card that is received by 5:00 p.m. Eastern Time on June 11, 2017;

• voting again by Internet or telephone at a later time before the closing of the voting facilities at 11:59 p.m. Eastern Time on June 11, 2017; or

• voting in person at our Annual Meeting.

If your shares are held in street name, please refer to the information forwarded to you by your bank, broker or other holder of record for procedures on revoking or changing your vote.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you hold shares registered in more than one account. To ensure that all of your shares are voted, please sign and return each proxy card you receive.

What happens if a nominee for director declines or is unable to accept election?

If you vote by signing the proxy card or voting instruction card, and if unforeseen circumstances make it necessary for our Board to substitute another person for a nominee, the proxies named in the proxy card or voting instruction card will vote your shares for that other person.

Will anyone contact me regarding this vote?

In addition to solicitation by mail, proxies may be solicited by our directors, officers or employees in person, by telephone or by other means of communication, for which no additional compensation will be paid. We have also engaged Alliance Advisors LLC to assist in the solicitation and distribution of proxies, and Alliance will receive fees of approximately $25,000, plus reasonable out-of-pocket costs and expenses, for their services. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out-of-pocket expenses incurred in sending proxy materials to beneficial owners.

Page 11

Will the Annual Meeting be webcast?

Our Annual Meeting will not be webcast.

What do I need to do if I want to attend the Annual Meeting?

The Annual Meeting will be held at the offices of Simpson Thacher and Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, on June 12, 2017, at 9:00 a.m., local time. If you wish to obtain directions to attend the meeting in person, you may e-mail investorrelations@evercore.com or call (212) 857-3100.

All holders of Class A common stock and Class B common stock, including stockholders of record and stockholders who hold their shares through banks, brokers or other holders of record, may attend the Annual Meeting. Only stockholders as of the record date can vote in person at the Annual Meeting. If you plan to attend the Annual Meeting, you must bring your proxy card and photo identification. If you are a representative of a stockholder that is an entity, you must also bring evidence of your authority to represent that entity. If your shares are held in the name of a bank, broker or other holder of record, you must bring with you a legal proxy if you wish to vote your shares and a letter from the bank, broker or other holder of record confirming your ownership as of the record date, which is April 20, 2017. Failure to bring the necessary documentation may delay your ability to attend or may prevent you from attending and voting at the meeting. A number of stockholders may wish to speak at the meeting. The Board appreciates the opportunity to hear the views of stockholders. In fairness to all stockholders and participants at the meeting, and in the interest of an orderly and constructive meeting, rules of conduct will be enforced. Copies of these rules will be available at the meeting. Only stockholders or their valid proxy holders may address the meeting. Depending on the number of stockholders who wish to speak, we cannot ensure that every such stockholder will be able to do so or will be able to do so for as long as they might want to hold the floor.

Only proposals that meet the requirements of our Amended and Restated Bylaws will be eligible for consideration at the meeting. This year there are no stockholder proposals that meet the criteria. Therefore, no stockholder proposals will be considered during the Annual Meeting. Stockholders may submit proposals and other matters for consideration at the 2018 Annual Meeting as described in “Stockholder Proposals and Nominations for 2018 Annual Meeting.”

Is a list of stockholders available?

The names of stockholders of record entitled to vote at the Annual Meeting will be available to stockholders at least 10 days prior to our Annual Meeting at our principal executive offices located at 55 East 52^nd Street, 38^th floor, New York, New York 10055 during normal business hours, and at the Annual Meeting.

How do I find out the voting results?

Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting.

When is our fiscal year?

Our fiscal year ends on December 31 of each year. Our 2016 fiscal year was from January 1, 2016 through December 31, 2016. Our 2017 fiscal year will be from January 1, 2017 through December 31, 2017.

Page 12

ANNUAL REPORT AND CORPORATE SECRETARY

Will I receive a copy of the Annual Report?

We have enclosed our 2016 Annual Report with this Proxy Statement. The Annual Report includes our audited financial statements, along with other financial information about us, which we urge you to read carefully.

Where can I find more financial information about Evercore?

You can obtain, free of charge, a copy of our filings with the SEC by:

• accessing our Internet website at www.evercore.com and clicking on the “Investor Relations” link;

• writing to Investor Relations at Evercore, 55 East 52^nd Street, 38^th floor, New York, New York 10055; or

• telephoning us at (212) 857-3100.

You can also obtain a copy of our SEC filings from the SEC’s EDGAR database at www.sec.gov.

How can I contact our Corporate Secretary?

In several sections of this Proxy Statement, we suggest that you should contact our Corporate Secretary to follow up on various items. You can reach our Corporate Secretary by writing to the Corporate Secretary Department at our principal offices located at 55 East 52^nd Street, 38^th floor, New York, New York 10055.

Page 13

PROPOSAL 1—ELECTION OF DIRECTORS

Our Amended and Restated Certificate of Incorporation provides that our Board will consist of that number of directors determined from time to time by our Board. Acting upon the recommendation of its Nominating and Corporate Governance Committee, our Board has nominated nine persons identified herein for election as directors, all of whom are directors currently, to hold office until the next Annual Meeting or until the election and qualification of their successors.

Curt Hessler and Francois de Saint Phalle are retiring from the Board at the Annual Meeting after 11 years of service. The Board wishes to thank Messrs. Hessler and de Saint Phalle for their counsel and significant contributions to the Company and its stockholders.

Nominees

Set forth below are the names of the nominees for election as our directors; their ages and principal occupations as of April 24, 2017; and their biographical information.

Name	Age	Position	Director Since
Roger C. Altman	71	Founder, Senior Chairman and Director	2006
Richard I. Beattie	78	Director	2010
Gail B. Harris	64	Director	2006
Robert B. Millard	66	Director	2012
Willard J. Overlock, Jr.	71	Director	2014
Sir Simon M. Robertson	76	Director	2017
Ralph L. Schlosstein	66	CEO, President and Director	2009
John S. Weinberg	60	Executive Chairman, Chairman of the Board and Director	2016
William J. Wheeler	55	Director	2015

Roger C. Altman, Founder, Senior Chairman and Director, formed Evercore in 1995 and served as our CEO until May 2009 and remains an executive officer of Evercore. From May 2009 to November 2016, Mr. Altman served as our Executive Chairman. Mr. Altman began his investment banking career at Lehman Brothers and became a general partner of that firm in 1974. Beginning in 1977, he served as Assistant Secretary of the U.S. Treasury for four years. He then returned to Lehman Brothers, later becoming co-head of overall investment banking, a member of the firm’s management committee and its board. He remained in those positions until the firm was sold. In 1987, Mr. Altman joined The Blackstone Group as vice chairman, head of its merger and acquisition advisory business and a member of its investment committee. Mr. Altman also had primary responsibility for Blackstone’s international business. Beginning in January 1993, Mr. Altman returned to Washington to serve as Deputy Secretary of the U.S. Treasury for two years.

Mr. Altman is a trustee of New York Presbyterian Hospital, serving on its Finance Committee, and is a Trustee of MIT. He also serves as co-chairman of New Visions for Public Schools, a not-for-profit organization that develops and implements programs to effect system-wide improvements in public education in New York City. He is a member of the Council on Foreign Relations. He received an A.B. from Georgetown University and an M.B.A. from the University of Chicago.

Richard I. Beattie is Senior Chairman of STB, a position he has held since 2004. Mr. Beattie has been a partner of STB since 1977 and had served as Chairman of the Executive Committee of that firm from 1991 to 2004. Mr. Beattie specializes in counseling boards of directors and non-management directors on governance issues, investigations and litigation involving corporate officers and other crisis situations. He also specializes in mergers and acquisitions and leveraged buyouts. Mr. Beattie also has a distinguished record of public service, including serving as General Counsel of the Department of Health, Education and Welfare during President Carter’s administration and as a Senior Advisor to the Secretary of State for Reorganization Issues in 1997 during President Clinton’s administration. From 1995 to 1997, Mr. Beattie served as President Clinton’s Emissary for Cyprus. He is a member of the board of directors of Harley-Davidson, Inc. and Heidrick & Struggles International, Inc.

Mr. Beattie is also a member of the board of directors of the Carnegie Corporation, as well as a member of the Council on Foreign Relations, the Board of Overseers and Managers of Memorial Sloan-Kettering Cancer Center and the Board of Managers of Memorial Hospital for Cancer and Allied Diseases. Mr. Beattie is also co-chairman of the board and founder of New Visions for Public Schools. Mr. Beattie joined STB in 1968 after graduating from the University of Pennsylvania Law School. Prior to law school, he served four years in the Marine Corps as a jet pilot after graduating from Dartmouth College in 1961.

Page 14

Gail B. Harris is our Board’s lead director and was a corporate partner at STB from 1984 to 1998. Ms. Harris has extensive experience in general corporate and securities work, joint ventures, partnerships, acquisitions and dispositions. Her practice included an emphasis on media companies and joint ventures. While at STB, Ms. Harris also represented issuers and underwriters in public equity and debt transactions and in the development of new financial products. She was also a member of the new partners committee and co-chaired the personnel committee. Ms. Harris is a director of CIGNA Life Insurance Company of New York and chair of the outside directors and audit committee. Additionally, Ms. Harris has been an adjunct professor of law at The Ohio State University Moritz College of Law, where she has participated in their Distinguished Practitioners in Residence Program in Business Law. She is President Emeriti and a current member of the board of directors of New York Cares, a leading non-profit organization which creates and manages volunteer programs in New York City for over 1,200 agencies, non-profits and public schools.

Ms. Harris is a member of the Board of Trustees of Stanford University and serves on the Dean’s Advisory Council of Stanford Law School. Ms. Harris received a B.A. with distinction from Stanford University and a J.D. from Stanford Law School.

Robert B. Millard serves as the Chairman of the Massachusetts Institute of Technology Corporation, as well as Chairman of the Executive Committee and a board member of the MIT Investment Management Company. Prior to becoming Chairman of MIT, Mr. Millard served as the Chairman of Realm Partners LLC from 2009 to 2014 and held various senior roles, including Managing Director at Lehman Brothers and its predecessors from 1976 to 2008. Mr. Millard is the Lead Independent Director of the Board of Directors and Chair of the Compensation and Executive Committees of L-3 Communications Corporation. He also served as a director of Weatherford International, Inc. until February 2012 and director of GulfMark Offshore, Inc. until July 2013. He is a current member of the Council on Foreign Relations and serves on its Finance and Budget Committee. Mr. Millard has an M.B.A. from the Harvard Business School and an S.B. from the Massachusetts Institute of Technology.

Willard J. Overlock, Jr. retired in 1996 from a career in investment banking. Mr. Overlock is a trustee of Rockefeller University, a member of the Board of Directors of Becton, Dickinson and Company, where he serves as a member of the audit committee and the science, marketing, innovation and technology committee, chairman of The Albert and Mary Lasker Foundation and a Special Partner at Cue Ball Capital. He holds an M.B.A. from Columbia Business School and a B.A. from the University of North Carolina.

Sir Simon M. Robertson, who was appointed to our Board on April 24, 2017, founded Simon Robertson Associates LLP, offering independent and trusted corporate finance advice to a limited number of major international companies, and has led the firm since its founding in 2005. Prior to founding his own firm, he was a Managing Director and President of Goldman Sachs Europe Limited, from 1997 until he retired in 2005. Before joining Goldman Sachs, Sir Simon served various roles at the Kleinwort Benson Group. He joined the Kleinwort Benson Group in 1963, working in most of the businesses of the Kleinwort Benson Group before joining the Corporate Finance Division in 1968. He became Chairman of Kleinwort Benson Group Plc in 1996 and resigned from the Group in 1997.

Sir Simon is a director of several private companies, including Director of Berry Bros & Rudd Ltd, The Economist Newspaper Ltd., Troy Asset Management Limited, Byhiras Group and Immodulon Therapeutics, and has served on the boards of numerous public and private entities in the past, including as Chairman of Rolls-Royce Holdings plc (2005-2013) and on the board of HSBC Holdings plc (2006-2016), where he was Senior Independent Director (2007-2015) and Deputy Chairman (2010-2016). In 2015 he joined the International Advisory Board of Brown Advisory and recently became a Visiting Professor at King’s College London (Department of Political Economy). He is also a Trustee of the Royal Opera House Endowment Fund, an Ambassador of the Winston Churchill Memorial Trust and President of the Légion d’Honneur UK Chapter Limited. Sir Simon was knighted for services to Business in the Queen’s Birthday Honours list in 2010. He also became an “Officier” of the “Ordre des Arts et des Lettres” in 2011 and “Officier” de la Légion d’Honneur in 2014.

Ralph L. Schlosstein has served as our CEO and President since May 22, 2009, and, prior to joining Evercore, was the Chief Executive Officer of HighView Investment Group, an alternative investment management firm. Prior to forming HighView in 2008, Mr. Schlosstein was for almost 20 years the President of BlackRock, the largest asset management firm in the world. Mr. Schlosstein co-founded BlackRock in 1988, was a director from the time it went public in 1999 until 2007, chaired BlackRock’s management committee, and served on its executive committee and its investment committee. Prior to founding BlackRock in 1988, Mr. Schlosstein was a managing director in Investment Banking at Lehman Brothers. From 1977 to 1981, Mr. Schlosstein worked for the Federal government. Initially, he was deputy to the assistant secretary of the Treasury Department. In mid-1977, he became associate director of The White House Domestic Policy Staff where he was responsible for advising President Carter on urban policy, economic development and housing issues, as well as the Chrysler loan guarantee program. From 1974 to 1977, Mr. Schlosstein was an economist for the Congressional Joint Economic Committee.

Page 15

Mr. Schlosstein is a member of the Executive Committee of the John F. Kennedy School of Government at Harvard University, a trustee of New Visions for Public Schools, a trustee of the Lincoln Center for the Performing Arts and a member of the Council on Foreign Relations. Previously, Mr. Schlosstein was a director of Pulte Corporation, the nation’s largest homebuilder, a trustee of Denison University, a trustee of Trinity School in New York City, a trustee of the American Museum of Natural History and a trustee of The Public Theater in New York City. He earned a B.A. degree in economics, cum laude, from Denison University in 1972, and completed his coursework for a Masters of Public Policy from the Graduate School of Public and International Affairs at the University of Pittsburgh.

John S. Weinberg is Chairman of the Board and Executive Chairman of Evercore, a position he has held since November 2016. Prior to joining Evercore, Mr. Weinberg was Vice Chairman of Goldman Sachs Group from 2006 to 2015 and Co-Head of Global Investment Banking from 2002 until 2015. Mr. Weinberg joined Goldman Sachs in 1983 as an Associate and was promoted to Partner in 1992.

Mr. Weinberg is a board member of Ford Motor Company, New York-Presbyterian Hospital, and Middlebury College. He is also a member of the Investment Committee of the Cystic Fibrosis Foundation. Previously, he served on the Visiting Committee for Harvard Business School. Mr. Weinberg received a B.A. from Princeton University in 1979 and in 1983 earned an M.B.A. from Harvard Business School.

William J. Wheeler is president of Athene Holding Ltd. Prior to becoming president of Athene, he was the president of the Americas region of MetLife, Inc. and oversaw MetLife’s insurance and retirement businesses in the United States and Latin America. During his 17-year tenure at MetLife, he held various roles including executive vice president and chief financial officer, and prior to the chief financial officer role, oversaw product management and marketing for the individual business and financial reporting for the institutional business. In addition, Mr. Wheeler served as the company’s treasurer where he played a key role in preparing MetLife to become a public company. Before joining MetLife, Mr. Wheeler was an investment banker at Donaldson, Lufkin & Jenrette from 1987 to 1997. He holds an M.B.A. from Harvard Business School and also received an A.B. from Wabash College, where he is now a member of the board of trustees.

Qualifications of Nominees Considered by the Board

When considering whether director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Nominating and Corporate Governance Committee and the Board focused primarily on the information discussed in each director’s individual biography set forth above.

✓ With regard to Mr. Altman, the Board considered his position as a founder and his experience as CEO, his extensive knowledge of our industry and his investment banking and government experience prior to founding Evercore.

✓ With regard to Mr. Beattie, the Board considered his leadership experience at STB and his legal experience counseling boards on governance issues, his experience advising multi-national companies on a wide range of business transactions and his experience serving on other boards.

✓ With regard to Ms. Harris, the Board considered her legal experience representing investment banks and multi-national companies on a wide range of business transactions and corporate governance matters, evaluating and forming complex legal structures and arrangements with respect to acquisitions, joint ventures and mergers, and her director experience.

✓ With regard to Mr. Millard, the Board considered his extensive investment and financial management experience, including his leadership experience as Chairman of the MIT Corporation and his prior service as the managing partner of Realm Partners LLC, his experience serving on other boards, and his experience with financial and compensation matters.

✓ With regard to Mr. Overlock, the Board considered his extensive experience in investment banking and in managing financial institutions and his experience on other boards.

✓ With regard to Sir Simon M. Robertson, the Board considered his extensive investment banking and financial markets experience, as well as his experience serving on other boards of financial and other companies. We also believe that Sir Simon’s international background will add to the diversity of our Board, especially since he has spent the majority of his career working outside the U.S. and has significant experience working in France, Germany, and the U.K.

Page 16

✓ With regard to Mr. Schlosstein, the Board considered his service as our CEO and President and his investment and financial management experience, including his leadership experience as the President and co-founder of BlackRock for almost 20 years.

✓ With regard to Mr. Weinberg, the Board considered his leadership experience at Goldman Sachs, his relationships with a number of leading companies, his extensive knowledge of our industry and his investment banking experience.

✓ With regard to Mr. Wheeler, the Board considered his executive leadership experience and experience as chief financial officer at a large multi-national public company and his experience with financial institutions and, in particular, insurance companies.

Board Recommendation: Our Board of Directors unanimously recommends a vote “FOR” the election of each of Roger C. Altman, Richard I. Beattie, Gail B. Harris, Robert B. Millard, Willard J. Overlock, Jr., Sir Simon M. Robertson, Ralph L. Schlosstein, John S. Weinberg and William J. Wheeler, each of whom has also been recommended by our Nominating and Corporate Governance Committee, which is comprised exclusively of independent directors.

Unless authority to vote for one or more of the nominees is specifically withheld according to the instructions in your signed proxy card, the proxies named in the enclosed proxy card will be voted “FOR” the election of Messrs. Altman, Beattie, Millard, Overlock, Schlosstein, Weinberg and Wheeler, Ms. Harris, and Sir Simon Robertson. Our Board does not contemplate that any of the nominees will be unable to serve as a director, but if that contingency should occur prior to the Annual Meeting, the persons named as proxies in the enclosed proxy card will have the right to vote for such substitute nominee or nominees as they, in their discretion, may determine.

Majority Voting Policy

Our Board and management regularly monitor and discuss developments in corporate governance practices, and value the views of our stockholders on governance matters. In April 2017, following discussions with several of our larger investors, our Board, upon the recommendation of our Nominating and Corporate Governance Committee, added a director resignation policy to our Corporate Governance Principles dealing with the situation where a director nominee fails to receive the support of a majority of the votes cast in an uncontested election. Under this policy, any nominee in an uncontested election who does not receive a greater number of “for” votes than “withhold” votes shall promptly tender his or her resignation following certification of the vote. The Nominating and Corporate Governance Committee shall consider the resignation offer and shall recommend to the Board the action to be taken. Any director whose resignation is under consideration shall not participate in the Nominating and Corporate Governance Committee recommendation regarding whether to accept the resignation. The Board shall take action within 90 days following certification of the vote, and the Company will promptly disclose the Board’s decision and the reasons therefore, in a press release or Form 8-K furnished to the Securities and Exchange Commission. Our Corporate Governance Principles are available on our website at www.evercore.com.

Page 17

EXECUTIVE OFFICERS

Set forth below are biographical summaries of our executive officers as of April 24, 2017.

See “Proposal 1—Election of Directors” above for information about Messrs. Altman, Schlosstein and Weinberg.

Augusto Arellano (42) is Senior Managing Director and Chief Executive Officer of Evercore Mexico and Chairman of Evercore Casa de Bolsa, S.A. de C.V. Evercore Mexico’s activities include financial advisory services, private equity investment management and, through Evercore Casa de Bolsa, S.A. de C.V., investment and risk management advice, trade execution, underwriting and custody services for client assets. Prior to his current role as CEO of Evercore Mexico, Mr. Arellano was the Senior Managing Director responsible for Evercore Mexico’s real estate group. Mr. Arellano is recognized as a leading advisor in the development, structuring and financing of real estate investment trusts (REITs) in Mexico. He joined Evercore Mexico in 1996 and has 17 years of experience working with financial institutions. Prior to joining Evercore Mexico, he was a staff member of the Director of Financial Engineering and Sector Projects for Banobras. Mr. Arellano has also been a Research Scholar at the Stern School of Business at New York University and he currently teaches finance for the B.A. program at ITAM. Mr. Arellano received a B.A. from ITAM and a Ph.D. from the Carlos III University in Spain.

Adam B. Frankel (49), General Counsel, is responsible for our legal and compliance functions. Prior to joining us in July 2006, Mr. Frankel was senior vice president, general counsel and corporate secretary of Genesee & Wyoming Inc. from 2003 to 2006, a leading owner and operator of short line and regional freight railroads in the United States, Canada, Mexico, Australia and Bolivia. Mr. Frankel was also responsible for matters related to human resources and government affairs. Prior to that, Mr. Frankel worked from 1999 until 2003 as a corporate and transactions attorney in the office of the general counsel at Ford Motor Company. From 1995 until 1999, Mr. Frankel was an associate at Simpson Thacher & Bartlett LLP in London and New York.

Mr. Frankel is a member of the Council on Foreign Relations, a trustee at the Sesame Workshop and a member of the Board of Directors of the Center for Strategic and Budgetary Assessments. He has a B.A. from Brown University and a J.D. from Stanford Law School.

Edward S. Hyman (72) is Chairman of Evercore ISI and Vice Chairman of Evercore. Prior to joining Evercore ISI in October 2014, Mr. Hyman was the Chairman and Founder of ISI Group, LLC (broker dealer) and ISI Inc. (funds management). Prior to forming both of these companies in 1991, Mr. Hyman was Vice Chairman and a member of the Board of C.J. Lawrence Inc., which he joined in 1972. He was an economic consultant at Data Resources, Inc. from 1969 to 1971. Mr. Hyman is a board member of China Institute and is a member of the Advisory Committee for The New York Public Library’s Financial Services Leadership Forum. He also serves on the Finance Committee of Bowdoin College and is a member of the Economic Club of New York. Mr. Hyman earned a B.S. in Engineering from the University of Texas in 1967 and received his M.B.A. from MIT in 1969.

Andrew Sibbald (50) serves as CEO of Evercore International. Mr. Sibbald was previously the co-founder, senior partner and a managing director of Lexicon, a leading U.K. independent investment banking advisory firm, which was acquired by us in August of 2011. Upon the closing of that acquisition, Mr. Sibbald became the CEO of our European Advisory business. Mr. Sibbald co-founded Lexicon in 2000. From 1997 to 2000, Mr. Sibbald served as a managing director of the Financial Institutions Group at Donaldson, Lufkin & Jenrette, where he led a team specializing in mergers and acquisitions in the financial institutions sector. From 1993 to 1997, he served as a Partner at The Phoenix Partnership, a corporate advisory and private equity business which was acquired by Donaldson, Lufkin & Jenrette in 1997. Prior to joining The Phoenix Partnership, he worked in the Financial Institutions Group at Chemical Bank and the Financial Institutions Group at Manufacturers Hanover.

Mr. Sibbald was a non-executive director of Homeserve Plc between 2007 and 2011. Mr. Sibbald has a B.Sc. (Hons) from Bristol University, U.K.

Robert B. Walsh (60), CFO, is responsible for our financial, tax, information technology and facilities functions. Mr. Walsh was appointed CFO in June 2007. Prior to joining us, Mr. Walsh was a senior partner at Deloitte, our independent registered public accounting firm, where he had been employed for the previous 27 years. At Deloitte, Mr. Walsh was responsible for managing Deloitte’s relationship with a variety of leading financial services industry clients, served as deputy managing partner and was directly responsible for managing its national advisory services businesses. At Deloitte, Mr. Walsh did not have any responsibility for our account. Mr. Walsh received a Bachelor of Science degree from Villanova University. Mr. Walsh currently serves on the board of directors of New York Cares and is a trustee of the Oak Knoll School of the Holy Child.

Each of our executive officers serves at the discretion of our Board without specified terms of office.

Page 18

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and any persons who beneficially own more than 10% of our stock, to file with the SEC initial reports of ownership and reports of changes in ownership in our stock. Such persons are required by SEC regulations to furnish to us copies of all Section 16(a) forms they file. As a matter of practice, our administrative staff assists our directors and officers in preparing and filing such reports with the SEC.

To our knowledge, based solely on our review of copies of the reports received by us and written representations by these individuals that no other reports were required since January 1, 2016, except as previously disclosed, all such Section 16(a) filing requirements were met.

Page 19

RELATED PERSON TRANSACTIONS AND OTHER INFORMATION

Tax Receivable Agreement

Limited partnership units in Evercore LP are held by, among others, current and former SMDs who provided services to our predecessor entities prior to our 2006 initial public offering, which includes Messrs. Altman and Frankel. Limited partnership units in Evercore LP may be exchanged for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Evercore LP has made and intends to make an election under Section 754 of the Code effective for each taxable year in which an exchange of limited partnership units for shares occurs, which may result in an adjustment to the tax basis of the assets owned by Evercore LP at the time of an exchange of limited partnership units. The exchanges have resulted and may in the future result in increases in the tax basis of the tangible and intangible assets of Evercore LP that otherwise would not have been available. These increases in tax basis increased and in the future would increase (for tax purposes) amortization and, therefore, reduce the amount of tax that we would otherwise be required to pay.

In connection with our IPO, we entered into a tax receivable agreement with certain of our current and former SMDs who were partners prior to our IPO, including Messrs. Altman and Frankel, that provides for the payment by us to an exchanging Evercore partner of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize as a result of these increases in tax basis. We retain the economic benefit of the remaining 15% of cash savings, if any, of the tax benefits that we realize. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Evercore LP as a result of the exchanges and had we not entered into the tax receivable agreement. The term of the tax receivable agreement will continue until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the tax receivable agreement for an amount based on agreed payments remaining to be made under the agreement. In certain circumstances, we sold shares of Class A common stock in public offerings and used such cash consideration to acquire Evercore LP limited partnership units, which resulted in substantially similar rights and benefits under the tax receivable agreement as an exchange of Evercore LP limited partnership units for shares of Class A common stock.

While the actual amount and timing of any payments under this agreement will vary depending upon a number of factors, including the timing of exchanges, the extent to which such exchanges are taxable and the amount and timing of our income, we expect that, as a result of the size of the increases of the tangible and intangible assets of Evercore LP attributable to our interest in Evercore LP, during the expected term of the tax receivable agreement, the payments that we may make to such SMDs could be substantial. Although we are not aware of any issue that would cause the Internal Revenue Service to challenge a tax basis increase, we are not entitled to reimbursement for any payments previously made under the tax receivable agreement.

As a result of the acquisition of Evercore LP limited partnership units since the IPO, certain SMDs became entitled to payments under the tax receivable agreement. The following table shows the amount paid to our executive officers pursuant to the tax receivable agreement during 2016:

Name	Tax Receivable       Payments During 2016
Roger C. Altman	$	1,483,959
Adam B. Frankel	$	54,080

Registration Rights Agreements

In connection with the IPO, we entered into a registration rights agreement with certain of our current and former SMDs who were partners prior to the IPO, pursuant to which we may be required to register the resale of shares of our Class A common stock held by certain current and former SMDs, including Messrs. Altman and Frankel, upon exchange of certain limited partnership units of Evercore LP held by such SMDs. The holders of these registration rights may require us to register the sale of their shares of Class A common stock and to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, such registrations rights agreements provide for certain piggyback registration rights in connection with registered offerings of our common stock.

In addition, in connection with our acquisition of ISI, we granted registration rights to the former owners of ISI, including Mr. Hyman, requiring us to file a shelf registration statement covering the resale of shares of our Class A common stock received by them upon exchange of certain limited partnership units of Evercore LP, and giving Mr. Hyman certain piggyback registration rights in connection with registered offerings of our common stock.

Page 20

Relationship with our Private Equity Funds

ECP

Prior to our IPO, Mr. Altman was awarded the right to receive a portion of the carried interest earned by the general partner of the ECP II private equity fund. Following our reorganization in connection with the IPO, the general partners of these funds are no longer our consolidated subsidiaries, and we do not treat carried interest received from these entities by our employees as compensation. On December 31, 2014, ECP II was terminated. At the time of ECP II’s dissolution, it still held residual interests in a limited number of portfolio companies. To the extent ECP II would have been entitled to receive any distributions with respect to such residual interests, the general partner has undertaken to distribute to the ECP II investors the portion allocable to them (subject to payment of any expenses incurred or any reasonable reserves taken with respect to ECP II and its dissolution). Evercore LP, through its subsidiaries, is a non-managing member of the general partner of ECP II and is entitled to receive such payments based on the amount of capital in ECP II that it contributed or subsequently funded. As of December 31, 2016, our investment in ECP II was $933,000. As a result, ECP II transactions involving Mr. Altman are deemed to be Related Person Transactions given our interest in those funds.

EMCP

Under the terms of the acquisition agreement for Evercore Mexico, we are obligated to pay the partners that sold Evercore Mexico 90% of the return proceeds and carried interest it receives from its investment in the general partner of the Discovery Fund.

On July 19, 2016, the Company and the principals of its Mexican private equity business entered into an agreement to transfer ownership of its Mexican private equity business and related entities to Glisco Partners Inc. (“Glisco”), which assumed all responsibility for the management of the existing funds Glisco II and Glisco III (formerly Evercore Mexico Capital Partners II and III, respectively). Glisco is controlled by the principals. These principals ceased to be employed by Evercore following this transaction. Dr. Pedro Aspe, who retired from Evercore Mexico on February 28, 2017, will continue to serve on the investment committee for the funds. This transaction received consent from the limited partner advisory committee of the funds and regulatory approval in Mexico during the third quarter of 2016 and closed on September 30, 2016. As consideration for this transaction, the Company will receive a fixed percentage of the management fees earned by Glisco for a period of up to ten years, as well as a portion of the carried interest in the next two successor funds. The Company committed to invest capital in those successor funds consistent with the level of carried interest it owns and will retain its carried interest and its capital interests in the existing funds. The Company is entitled to 20% of the carried interest in such successor funds. In conjunction with this transaction, the Company entered into a transition services agreement to provide operational support to Glisco for a period of up to 18 months.

Following this transaction, the Company ceased to have a general partner’s interest in and deconsolidated GCP II and III (formerly Evercore Mexico Partners II and III), the general partners of Glisco II and Glisco III, respectively, and related subsidiaries. Evercore LP, through its subsidiaries, maintained an interest in the general partner of Glisco II and Glisco III and is entitled to (i) 50% of the carried interest realized from Glisco II and 45% of the carried interest realized from Glisco III and (ii) as an indirect investor in Glisco II and Glisco III, gains (or losses) on investments made by Glisco II and Glisco III based on the amount of capital that Evercore LP or its subsidiaries contributed or subsequently funded. For Glisco II and Glisco III, we will include as consolidated revenue all realized and unrealized carried interest earned by the general partners of Glisco II and Glisco III, although a portion of the carried interest is allocated to employees, including Mr. Arellano, and such amounts are recorded as compensation expense.

Carried interest entitles the general partners of Glisco II and Glisco III to a specified percentage of net investment gains that are generated on the capital invested by third-party investors in Glisco II and Glisco III. The general partners of each of Glisco II and Glisco III are entitled to a carried interest that allocates them 20% of the net investment gains realized on capital invested in Glisco II and Glisco III by third-party investors. Each of Glisco II and Glisco III includes a performance hurdle which requires them to return 8%, compounded annually, to third-party investors prior to the general partners receiving their 20% share of net profits realized by the third-party investors. The ultimate values of carried interest with respect to Glisco II and Glisco III are not determinable until the investments have been fully divested or otherwise monetized by the relevant fund, a process that can take many years. For Glisco II and Glisco III, carried interest is allocated on a fund-wide basis rather than on an investment-by-investment basis, and the vesting of carried interest for Glisco II and Glisco III is tied to the formation of the fund and other vesting thresholds. No carried interest will be paid to employees until such time as the carried interest is actually received by the general partners of Glisco II and Glisco III. Carried interest for Glisco II and Glisco III is subject to vesting, generally over a period of four years, and may only be transferred under limited circumstances.

Page 21

Transactions with Our Mexican Private Equity Investments

Our investments in the Discovery Fund, Glisco II and Glisco III as of December 31, 2016 were as follows:

Private Equity Funds	Investments in Private     Equity Funds
Discovery Fund	$	7,463,000
Glisco II	$	6,897,000
Glisco III	$	529,000

The investment period has lapsed for the Discovery Fund and Glisco II.

Certain employees and current and former SMDs, including Messrs. Altman, Arellano, Frankel, Schlosstein and Walsh, have also invested (either directly or through estate planning vehicles) their own capital through the general partners. These interests in the general partner of the Private Equity Funds are not subject to management fees or carried interest. These investment opportunities have been available to our SMDs and to those of our employees whom we have determined to have a status that reasonably permits us to offer them these types of investments in compliance with applicable laws. Each executive officer’s aggregate contributions to and receipt of proceeds from the Private Equity Funds was less than $120,000. For 2016, there were no payments in respect of carried interest received by the general partner of our Private Equity Funds.

Relationship with Trilantic

We formed a strategic alliance with Trilantic to pursue private equity investment opportunities with Trilantic and to collaborate on the future growth of Trilantic’s business in 2010 and expanded our relationship on April 22, 2013 through a supplement agreement. As part of the original agreement and the supplement, we agreed to use commercially reasonable efforts to source investment opportunities for Trilantic IV and Trilantic V, and Trilantic agreed to use commercially reasonable efforts to refer to us mergers and acquisitions advisory services or restructuring advisory services from time to time with respect to selected portfolio companies of these Trilantic Funds.

In exchange for 500,000 Evercore LP limited partnership units that were later converted into 500,000 shares of our Class A common stock and sold, we received a minority economic interest in Trilantic and the right to invest in Trilantic’s current and future private equity funds, beginning with Trilantic IV. In connection with the issuance of such limited partnership interests in Trilantic, we became a limited partner of Trilantic and are entitled to receive 10% of the aggregate amount of carried interest in respect of all of the portfolio investments made by Trilantic IV, up to $15 million. In addition, we committed $5.0 million of the total capital commitments of Trilantic V. The carrying value of our investment in Trilantic was approximately $11.6 million as of December 31, 2016, the value of our investment in Trilantic IV was approximately $211,000, and the value of our investment in Trilantic V was approximately $5.7 million. As part of the original agreement, Trilantic also agreed to pay an annual fee to us equal to $2 million per year for a period of five years as consideration for advisory and referral services to be performed by us, and offered all SMDs, and, in one case, us, co-investment opportunities with Trilantic IV on a “no-fee” and “no carry” basis. In 2016, in the one case where the co-investment opportunity was also offered to us, none of the executive officers’ aggregate contributions to and receipt of proceeds from such co-investment was greater than $120,000.

Separately, our SMDs (either directly or through estate planning vehicles) have committed to invest up to $15 million in Trilantic V. We anticipate that we will participate in the successor funds to Trilantic V and that our participation in the successor fund will be at approximately $12 million. In 2016, Messrs. Schlosstein and Walsh made contributions to Trilantic V of $828,764 and $135,264, respectively, and received distributions of $235,472 and $38,413, respectively. Each other executive officer’s aggregate contributions to and receipt of proceeds from Trilantic V was less than $120,000.

We and our affiliates are passive investors and do not participate in the management of any Trilantic-sponsored funds.

Evercore LP Partnership Agreement

We operate our business through Evercore LP and its subsidiaries and affiliates. As the general partner of Evercore LP, we have unilateral control over all of the affairs and decision making of Evercore LP. As such, we, through our officers, are responsible for all operational and administrative decisions of Evercore LP and the day-to-day management of Evercore LP’s business. Furthermore, we cannot be removed as the general partner of Evercore LP without our approval.

Page 22

Distributions

Pursuant to the Partnership Agreement of Evercore LP, we have the right to determine when distributions will be made to the partners of Evercore LP and the amount of any such distributions. If we authorize a distribution, such distribution will be made to the partners of Evercore LP (1) in the case of a tax distribution (as described below), to the holders of limited partnership units and interests in proportion to the amount of taxable income of Evercore LP allocated to such holder and (2) in the case of other distributions, pro-rata in accordance with the percentages of the holders’ respective limited partnership units (provided that holders of Class G and Class H interests are entitled to extraordinary distributions but not regular distributions, holders of Class I-P units are not entitled to distributions, and all distributions on unvested units and interests are held in reserve and paid out only upon vesting).

The holders of limited partnership units and interests in Evercore LP will incur U.S. federal, state and local income taxes and foreign taxes on their proportionate share of any net taxable income of Evercore LP. Net profits and net losses of Evercore LP will generally be allocated to its partners pro-rata in accordance with the percentages of their respective limited partnership units and interests. The Partnership Agreement provides for cash distributions to the partners of Evercore LP if we determine that the taxable income of Evercore LP will give rise to taxable income for its partners. In accordance with the Partnership Agreement, we intend to cause Evercore LP to make cash distributions to the holders of limited partnership units and interests of Evercore LP for purposes of funding their tax obligations in respect of the income of Evercore LP that is allocated to them. Generally, these tax distributions will be computed based on our estimate of the net taxable income of Evercore LP allocable to such holder of limited partnership units and interests multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the non-deductibility of certain expenses and the character of our income).

For 2016, Messrs. Altman, Frankel, Hyman and Schlosstein received $1,361,846, $100,023, $1,730,371, and $1,767,160, respectively, as regular distributions on limited partnership units.

Dissolution

Evercore LP may be dissolved only upon the occurrence of certain unlikely events specified in the Partnership Agreement. Upon dissolution, Evercore LP will be liquidated and the proceeds from any liquidation shall be applied and distributed in the following order:

• First, to pay the debts, liabilities and expenses of Evercore LP;

• Second, as reserve cash for contingent liabilities of Evercore LP; and

• Third, pro-rata in respect of all partnership units and interests, as set forth in Section 9.03 of the Partnership Agreement.

Acquisition of Lexicon

On August 19, 2011, we completed the acquisition of all of the outstanding partnership interests of Lexicon, in accordance with the Lexicon Agreement entered into on June 7, 2011, by and among us and the shareholders of Lexicon, including Mr. Sibbald. In addition to the cash consideration paid during 2011, Mr. Sibbald received 240,564 unvested restricted shares of Class A common stock in accordance with the Lexicon Agreement. These shares became fully vested in 2015 and all remaining transfer restrictions expired in 2016. In connection with the acquisition of Lexicon, Mr. Sibbald also entered into a Schedule of Terms with us, as discussed further under “Compensation of our Named Executive Officers—Employment Agreements and Awards—Schedule of Terms with Mr. Sibbald.”

Use of Corporate Aircraft

For security, safety and health reasons, our Board adopted a policy requiring our Senior Chairman, Executive Chairman and CEO to use a private aircraft for certain business air travel to the extent practical. As part of this policy, we entered into an aircraft dry lease agreement with an unaffiliated party.

While the primary use of the aircraft is for business purposes, because of the benefit afforded to us in terms of security and productivity while traveling for personal reasons, we allow Messrs. Altman, Weinberg and Schlosstein to use the aircraft for

Page 23

personal travel. Under these arrangements, Messrs. Altman, Weinberg and Schlosstein must reimburse us for the maximum amount of reimbursement allowed by applicable Federal Aviation Administration rules (this reimbursement amount includes enumerated direct costs such as fuel, crew travel expenses, landing fees, flight planning, and an additional amount equal to 100% of fuel costs). For 2016, Messrs. Altman and Schlosstein reimbursed us $244,547 and $32,898, respectively, for their personal use of the aircraft. Mr. Weinberg did not use the aircraft in 2016. In addition, our Senior Chairman, Executive Chairman or CEO may invite family members or guests on a business flight without charge to him for these additional passengers, and, on limited occasions, we have allowed a business-related flight to land at an airport other than its destination to drop off or pick up a passenger for personal convenience without such change in destination being treated as an incremental cost.

We calculated the aggregate incremental cost to us for Messrs. Altman’s and Schlosstein’s personal use of the aircraft in 2016 by calculating the direct costs associated with personal flights (including, but not limited to, fuel, crew travel expenses, landing fees, flight planning, and hourly engine and parts maintenance program charges, as well as similar charges associated with “deadhead” or positioning flights in connection with personal flights). From this, it deducted the amount reimbursed by Messrs. Altman and Schlosstein under the arrangements. Excluded from the calculation of aggregate incremental costs are (i) fixed costs, which do not change based on usage, including, but not limited to, lease payments, management fees and insurance; and (ii) carriage of family members or guests on a business flight by the executive (since the carriage of such additional person is a benefit to the executive but does not add appreciably to the costs to us for such flight). Based on this methodology, the amount reimbursed by each of Messrs. Altman and Schlosstein exceeded the aggregate incremental costs associated with their respective personal use of the aircraft.

Family Relationships

Mr. de Saint Phalle’s step-son is an employee of ours and was paid $806,579 in 2016 compensation, which includes the grant date value of equity awards granted to him. He also participates in investment opportunities available to other similarly situated employees. Mr. Hyman’s son was an employee of ours and was paid $130,000 in 2016 compensation.

Borrowings from Executive Officer

An affiliate of the Company has subordinated borrowings of $6.7 million from Mr. Hyman, due on October 31, 2019, which is net of $9.8 million repaid by the Company earlier in 2017. These borrowings have a coupon of 5.5%, payable semi-annually.

Transactions with Other 5% Stockholders

From time to time, we engage in ordinary course transactions with entities or affiliates of entities that are the beneficial owner of more than 5% of our outstanding common stock. For example, BlackRock and Wellington are each clients of our Institutional Equities business, and BlackRock is a client of Evercore Trust Company and an investor in Glisco II. All of our transactions with these 5% holders and their affiliates were arms-length transactions entered into in the ordinary course of business, with management and other fees based on the prevailing rates for non-related persons.

Ordinary Course Transactions with Executive Officers and Directors

From time to time, certain executive officers, directors and other affiliates of ours, their family members, and related business organizations or charitable foundations may utilize our services as customers in the ordinary course of our business, such as by holding investments in various Evercore Wealth Management investment vehicles or accounts or by purchasing research services from our equity sales, trading and research business, Evercore ISI. These products and services are offered and provided in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions for similarly situated customers. For certain types of products and services offered by Evercore Wealth Management, certain of our executive officers and other affiliates receive or may be eligible to receive discounts that are available to our employees or SMDs generally.

Policy Regarding Transactions with Related Persons

Our Related Person Transaction Policy, which is available on our website at www.evercore.com under the Investor Relations link, requires that Related Person Transactions (defined below) must be approved or ratified by the Nominating and Corporate Governance Committee of the Board unless they have been deemed pre-approved. In determining whether to approve or

Page 24

ratify a Related Person Transaction, the Nominating and Corporate Governance Committee will take into account, among other factors it deems appropriate, whether the Related Person Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction. Under the policy, certain Related Person Transactions are pre-approved, including routine commercial transactions in the ordinary course or transactions that are approved by other committees of the Board. A “Related Person” is any of our executive officers, directors or director nominees, any stockholder owning at least 5% of our stock, or any immediate family member of any of the foregoing persons. A “Related Person Transaction” means any financial transaction, arrangement or relationship or series of similar financial transactions, arrangements or relationships involving more than $120,000 in which we are a participant and in which a Related Person has a direct or indirect material interest. All Related Person Transactions were approved in accordance with our Related Person Transaction Policy, other than those discussed under “—Tax Receivable Agreement,” “—Registration Rights Agreements,” “—Relationship with our Private Equity Funds” and “—Evercore LP Partnership Agreement,” which were undertaken prior to the adoption of the policy.

Page 25

CORPORATE GOVERNANCE

Director Independence

General

Pursuant to the General Corporation Law of the State of Delaware, the state in which we are organized, and our Amended and Restated Bylaws, our business, property and affairs are managed by or under the direction of our Board. Members of our Board are kept informed of our business through discussions with our executive officers and other officers, by reviewing materials provided to them by management and by participating in meetings of the Board and its committees.

NYSE and SEC Requirements

Under the NYSE’s corporate governance rules, no director qualifies as independent unless our Board affirmatively determines that the director has no “material relationship” with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Under NYSE rules, directors who have relationships covered by one of five bright-line independence tests established by the NYSE may not be found to be independent. In addition, audit committee members are subject to heightened independence requirements under NYSE rules and Rule 10A-3 under the Exchange Act. NYSE rules require that in affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to us that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member.

Corporate Governance Principles and Categorical Independence Standards

In order to provide guidance on the composition and function of our governing body, our Board adopted our Corporate Governance Principles, which include, among other things, our categorical standards of director independence. The complete version of our Corporate Governance Principles is available on our website at www.evercore.com under the Investor Relations link. We will provide a printed copy of the Corporate Governance Principles to any stockholder who requests them by contacting Investor Relations. These categorical independence standards establish certain relationships that our Board, in its judgment, has deemed to be material or immaterial for purposes of assessing a director’s independence. In the event a director maintains any relationship with us that is not specifically addressed in these standards, the Board will determine whether such relationship is material.

The Board has determined that the following relationships should not be considered material relationships that would impair a director’s independence: (1) relationships where a director, or an immediate family member of the director, is an executive officer or director of another company in which we beneficially own less than 10% of the outstanding voting shares of that company; (2) relationships where a director, or an immediate family member of that director, serves as an executive officer, director or trustee of a charitable organization, and our annual charitable contributions to the organization (excluding contributions by us under any established matching gift program) are less than the greater of $1,000,000 or 2% of that organization’s consolidated gross revenues in its most recent fiscal year; and (3) relationships where a director is a current employee, or such director’s immediate family member is a current executive officer, of another company that has made payments to, or received payment from, us for property or services in an amount which, in any of the preceding three fiscal years, did not exceed the greater of $1,000,000 or 2% of the consolidated gross revenues of such other company.

Our Corporate Governance Principles also provide, among other things, that all non-management directors must notify the Board of his or her retirement, change in employer and any other significant change in the director’s principal professional occupation or roles and responsibilities and, in connection with any such change, tender his or her resignation from the Board (and the applicable Board committees) for consideration by the Board. The Board would then consider the continued appropriateness of Board membership under the new circumstances and the action, if any, to be taken with respect to such resignation.

Evaluations of Director Independence

The Nominating and Corporate Governance Committee undertook its annual review of director independence and reviewed its findings with our Board. During this review, our Board considered transactions and relationships between each director, or any member of his or her immediate family, and us, our subsidiaries and affiliates, including those reported under “Related Person Transactions and Other Information” above. Our Board also examined transactions and relationships between directors or their affiliates and members of our senior management. The purpose of this review was to determine whether any such relationships or transactions compromised a director’s independence.

Page 26

As a result of this review, our Board affirmatively determined that each of Messrs. Beattie, de Saint Phalle, Hessler, Millard, Overlock, and Wheeler, Ms. Harris and Sir Simon Robertson is independent under NYSE rules and the categorical standards for director independence set forth in the Corporate Governance Principles. In reaching this determination, the Board considered the fact that Mr. Beattie is a partner of STB and Ms. Harris was formerly a partner at STB, which provides legal services to us and our affiliates. In reaching this conclusion with respect to Mr. Beattie and Ms. Harris, it was noted that in 2016 payments from us to STB were less than 1% of STB’s revenues. In connection with Mr. Beattie, it was also noted that STB’s partnership income attributed to payments from us in 2016 resulted in less than $10,000 in income to Mr. Beattie. In connection with Ms. Harris, it was also noted that Ms. Harris has not been an STB partner since 1998 and has never represented us or any of our affiliates. The Board also considered the fact that Mr. de Saint Phalle’s step-son, who does not share a home with Mr. de Saint Phalle, is an employee of ours.

Our Board has also determined that the members of the Audit Committee and Compensation Committee are also independent under the applicable NYSE and SEC rules mentioned above.

Messrs. Altman, Schlosstein and Weinberg are not considered to be independent directors as a result of their employment with us.

Committees of the Board

General

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The following table shows the membership of each of our Board’s standing committees as of April 24, 2017 and the number of in-person and telephonic meetings held by each of those committees during 2016:

Director	Audit     Committee	Compensation     Committee	Nominating and   Corporate Governance     Committee
Richard I. Beattie	—	—	—
Francois de Saint Phalle(1)	X	X	X
Gail B. Harris	X	—	Chair
Curt Hessler(1)	Chair	X	—
Robert B. Millard	—	Chair	X
Willard J. Overlock, Jr.	X	X	—
Sir Simon M. Robertson	—	X	X
William J. Wheeler(1)	X	—	X
2016 Meetings	9	6	2

(1) Following the Annual Meeting, in connection with their retirement from the Board, Messrs. Hessler and de Saint Phalle will step down from the committees on which they serve. Mr. Wheeler is expected to become the Chair of the Audit Committee following the Annual Meeting.

Our Board has adopted a charter for each of the three standing committees that addresses the composition and function of each committee. You can find links to these materials on our website at www.evercore.com under the Investor Relations link, and we will provide a printed copy of these materials to any stockholder who requests it by contacting Investor Relations.

Audit Committee

General. The Audit Committee assists our Board in fulfilling its responsibility relating to the oversight of: (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and independent registered public accounting firm.

Financial Literacy and Expertise. Our Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the NYSE. In addition, our Board has determined that each of Messrs. Hessler and Wheeler qualifies as an “Audit Committee Financial Expert” as defined by applicable SEC regulations and

Page 27

that each has “accounting or related financial management expertise” within the meaning of the listing standards of the NYSE. The Board reached its conclusion as to Mr. Hessler’s qualification based on, among other things, his experience in executive level management at companies with complex multi-national operations, including service with multiple public companies, his experience as a director, and his experience in government affairs, including having previously served as the Assistant Secretary of the U.S. Treasury for Economic Policy and as executive director of the President’s Economic Group. The Board reached its conclusion as to Mr. Wheeler’s qualification based on, among other things, his experience as chief financial officer at a large multi-national public company, his executive leadership experience and his experience with financial institutions.

Compensation Committee

The Compensation Committee discharges the responsibilities of our Board relating to the oversight of our compensation programs and compensation of our executives. Each of the members of the Compensation Committee is an “outside director” within the meaning of Section 162(m) of the Code and a “non-employee director” within the meaning of Exchange Act Rule 16b-3. In fulfilling its responsibilities, the Compensation Committee can delegate any or all of its responsibilities to a subcommittee of the Compensation Committee. For information on the Compensation Committee’s processes and procedures for considering and determining executive and director compensation and the role of executive officers in determining and recommending the amount and form of such compensation, see “Director Compensation” and “Compensation of our Named Executive Officers.”

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, each of Messrs. de Saint Phalle, Hessler, Millard and Overlock served as members of our Compensation Committee, and no member of our Compensation Committee during fiscal 2016 was an employee or officer or former employee or officer of the Company or had any interest in a transaction requiring disclosure under Item 404 of Regulation S-K during fiscal 2016. None of our executive officers has served as a member of a board of directors or a compensation committee of a board of directors of any other entity which has an executive officer serving as a member of our Board or Compensation Committee, and there are no other matters regarding interlocks or insider participation that are required to be disclosed.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee assists our Board in fulfilling its responsibility relating to corporate governance by (1) identifying individuals qualified to become directors and recommending that our Board select the candidates for all directorships to be filled by our Board or by our stockholders, (2) overseeing the evaluation of the Board, (3) developing and recommending the content of our Corporate Governance Principles and Code of Business Conduct and Ethics to our Board and (4) otherwise taking a leadership role in shaping our corporate governance. In evaluating candidates for directorships, our Board, with the help of the Nominating and Corporate Governance Committee, takes into account a variety of factors it considers appropriate, which may include the following: strength of character and leadership skills; general business acumen and experience; knowledge of strategy, finance, international business, government affairs and familiarity with our business and industry; age; number of other board seats; willingness to commit the necessary time; and whether the nominee assists in achieving a mix of members that represents a diversity of background and experience—all to ensure an active Board whose members work well together and possess the collective knowledge and expertise required to maximize the effectiveness of the Board. Accordingly, although diversity may be a consideration in the Nominating and Corporate Governance Committee’s process, the Nominating and Corporate Governance Committee and the Board do not have a formal policy with regard to the consideration of diversity in identifying director nominees. From time to time, the Nominating and Corporate Governance Committee and the Board have engaged a third-party search firm to assist in identifying potential nominees for our Board. An executive officer brought Sir Simon Robertson to the attention of the Nominating and Corporate Governance Committee as a potential candidate for director.

Stockholder Recommendations for Director Nominations

As noted above, the Nominating and Corporate Governance Committee considers recommendations for nomination to our Board, including nominations submitted by stockholders. Such recommendations should be sent to the attention of our Corporate Secretary. Any recommendations submitted to the Corporate Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include the information that would be required under the rules of the SEC to be included in a Proxy Statement soliciting proxies for the election of such candidate and a signed consent of the candidate to serve as one of our directors if elected.

Page 28

The Nominating and Corporate Governance Committee evaluates all potential candidates in the same manner, regardless of the source of the recommendation. Based on the information provided to the Nominating and Corporate Governance Committee, it will make an initial determination whether to conduct a full evaluation of a candidate. As part of the full evaluation process, the Nominating and Corporate Governance Committee may conduct interviews, obtain additional background information and conduct reference checks of candidates. The Nominating and Corporate Governance Committee may also ask the candidate to meet with management and other members of our Board. When the Nominating and Corporate Governance Committee reviews a potential candidate, the Nominating and Corporate Governance Committee looks specifically at the candidate’s qualifications in light of our needs and the needs of the Board at that time, given the current mix of director attributes. In evaluating a candidate, our Board, with the assistance of the Nominating and Corporate Governance Committee, takes into account a variety of additional factors as described in our Corporate Governance Principles.

Meeting Attendance

During 2016, our Board held five formal meetings, and our Board’s standing committees held a total of 17 meetings (nine Audit Committee, six Compensation Committee and two Nominating and Corporate Governance Committee meetings). Each of our directors attended at least 75% of the combined total number of Board meetings and meetings of the Board committees on which he or she served (during the periods that he or she served). Our policy is that all of our directors, absent special circumstances, should attend our Annual Meeting of Stockholders. All of our incumbent directors who were directors at the time attended our 2016 Annual Meeting of Stockholders.

Role of the Office of Chairman of our Board

We have no fixed policy with respect to the separation of the offices of the Chairman of the Board and CEO. The Board believes that the separation of the offices of the Chairman of the Board and CEO is best decided on a case-by-case basis from time to time. However, with the appointment of Mr. Schlosstein to the position of CEO in 2009 and Mr. Altman’s continued active involvement in our business, we felt it was appropriate to split the roles of CEO and Chairman of the Board. This division allowed us to recruit Mr. Schlosstein as our CEO, and most recently allowed us to recruit Mr. Weinberg as our Executive Chairman, while simultaneously maintaining an appropriately influential role for Mr. Altman, presently as Founder and Senior Chairman and a member of our executive committee together with Messrs. Schlosstein and Weinberg. In choosing to relinquish his duties as CEO to Mr. Schlosstein, Mr. Altman enabled our operations to continue to be led by a highly experienced and talented executive, and Mr. Altman has been able to devote more of his own energies to building and sustaining key business relationships. Mr. Weinberg’s appointment as Executive Chairman has further strengthened and deepened our senior leadership team. Under the guidance of the Nominating and Corporate Governance Committee, each year the Board reviews the structure of our Board and its committees as a part of its annual self-evaluation process and, as part of that process, considers, among other things, issues of structure, leadership and oversight needs and skills to guide the company in executing its long-term strategic objectives. The Board is satisfied that its current structure and processes are appropriate.

Executive Sessions and Lead Director

Our Corporate Governance Principles require our non-management directors, all of whom are also independent under applicable regulations and our Corporate Governance Principles, to have at least one meeting per year without management present. We complied with this requirement in 2016. In order to facilitate communications among non-management directors on the one hand and management on the other hand and to preside over executive sessions, Ms. Harris was selected to serve as the lead director.

Oversight of Risk Management by the Board

We are exposed to a number of risks, and we regularly identify and evaluate these risks and develop plans to manage them effectively. The Audit Committee is charged with a majority of the risk oversight responsibilities on behalf of the Board, our Compensation Committee is charged with the oversight responsibility related to our compensation programs and the Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure and succession planning for our directors. Each of our business unit leaders is responsible for various aspects of risk management associated with their business, and our executive officers, including our CEO, CFO and General Counsel, also have the primary responsibility for enterprise-wide risk management. Our CFO and General Counsel work closely with members of senior management, including our accounting staff, our internal audit department and our compliance department to monitor and manage risk. The CFO and our General Counsel both report

Page 29

directly to our CEO and meet with the Audit Committee at least four times a year in conjunction with a review of our quarterly and annual periodic SEC filings to discuss important risks we face, highlighting any new risks that may have arisen since they last met. Our CFO and General Counsel update our Audit Committee as to changes in our risks on a periodic basis. In addition, all non-management members of the Board are invited to attend all committee meetings, regardless of whether the individual sits on the specific committee. Outside of formal meetings, Board members have regular access to senior executives, including our CFO and General Counsel.

Stockholder Engagement

We are committed to having an open dialogue, and we proactively engage with stockholders in discussions regarding our objectives. We view an open dialogue with our stockholders as a valuable tool that allows us to better appreciate our stockholders’ perspective. Our senior management frequently meets face-to-face and communicates telephonically with our stockholders. We carefully consider the feedback we receive from our stockholders in meetings and through other communications. We also participate in investor conferences, and we make investor presentations available on our website at www.evercore.com under the Investor Relations link.

Communicating with the Board

Interested parties may communicate directly with our Board, our non-management directors or an individual director by writing to our Corporate Secretary and specifying whether such communication should be addressed to the attention of (1) the Board as a whole, (2) non-management directors as a group or (3) the name of the individual director, as applicable. Communications will be distributed to our Board, non-management directors as a group or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, our Board has requested that certain items that are unrelated to its duties and responsibilities should be excluded, such as spam, junk mail and mass mailings, resumes and other forms of job inquiries, surveys and business solicitations or advertisements.

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request. Any concerns relating to accounting, internal control over financial reporting or auditing matters will be brought to the attention of our Audit Committee. In addition, for such matters, stockholders and others are encouraged to use our hotline discussed below.

Hotline for Accounting, Auditing and Other Matters

As part of the Audit Committee’s role to establish procedures for the receipt of complaints regarding accounting, internal accounting controls or auditing matters, we established a hotline for the anonymous submission of concerns regarding questionable accounting, internal control over financial reporting, auditing matters, and other matters. Communications are distributed to the Board, or to any individual director as appropriate, depending on the facts and circumstances outlined in the communication. Any matters reported through the hotline that involve accounting, internal control over financial reporting, audit matters or any fraud involving management or persons who have a significant role in our internal control over financial reporting will be reported to the Chairman of our Audit Committee.

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics applicable to all of our employees, including our CEO, our CFO, our Controller (or persons performing similar functions) and our Board. You can find a link to our Code of Business Conduct and Ethics on our website at www.evercore.com under the Investor Relations link, and we will provide a printed copy of our Code of Business Conduct and Ethics to any stockholder who contacts Investor Relations and requests a copy. To the extent required to be disclosed, we will post amendments to, or any waivers from, our Code of Business Conduct and Ethics at the same location on our website as our Code of Business Conduct and Ethics.

Page 30

DIRECTOR COMPENSATION

Our policy is not to pay director compensation to directors who are also our employees. The Board’s non-employee director compensation policies provide for non-management directors to receive a one-time award of RSUs with a value of $50,000 upon initial appointment to the Board, which vest on the second anniversary of the grant date. In early 2016, we conducted a review of the compensation paid to our non-employee directors. Based on this review and given the large growth in size and complexity of the Company since 2009, when our non-employee director compensation policies were last revised, our Board approved an increase in director compensation as outlined below:

	Current ($)		Effective as of 2017 Annual Meeting of Stockholders ($)		Key Payment and Vesting Features Are Unchanged from 2016
Annual Compensation:					✓  Retainer payable 100% in cash or 50% in cash and 50% in Class A common stock, at director’s election. ✓  Annual RSU grants vest on the first anniversary of the grant date. ✓  One-time RSU grants vest on the second anniversary of the grant date.
Retainer		70,000		90,000
RSU Grant		90,000		90,000
Audit Committee Chair		10,000		20,000
Other Committee Chairs		—		20,000
One-Time RSU Grant upon Joining the Board		50,000		50,000

The Board believes that this payment structure is more consistent with the compensation practices of our direct peers and similarly situated companies, including the provision of a more even split between cash and equity compensation.

Other Compensation. Non-management directors are further reimbursed for travel and related expenses associated with attendance at Board or committee meetings, as well as expenses for continuing education programs related to their role as members of the Board. For administrative ease in dealing with our transfer agent and our stock plan administrator, equity awards that would otherwise result in fractional shares are rounded up to the nearest whole share.

Details on 2016 RSU Grants. Each non-management director received, upon his or her re-election to the Board on June 15, 2016, an award of 1,765 RSUs with a value of approximately $90,000, based on the average of the high and low average share price during each day of the 10-trading-day period from June 1, 2016 through June 14, 2016. These RSUs will vest on the first anniversary of the grant date.

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our non-management directors for services rendered to us during 2016.

Director Compensation in 2016

Name	Fees Earned   or Paid in Cash ($)		Stock   Awards(1)   ($)		Total         ($)
Richard I. Beattie		70,000		86,688		156,688
Francois de Saint Phalle		70,000		86,688		156,688
Gail B. Harris		70,000		86,688		156,688
Curt Hessler		80,000		86,688		166,688
Robert B. Millard		70,000		86,688		156,688
Willard J. Overlock, Jr.		70,000		86,688		156,688
William J. Wheeler		70,000		86,688		156,688

(1) The amounts reflected in the Stock Awards column represent the grant date fair value of the awards made during 2016, as computed in accordance with FASB ASC Topic 718. The grant date fair value of the awards reflected in the table above is based on the average of the high and low trading price of the Class A common stock on June 15, 2016 ($49.12). The grant date fair value of these awards differs from $90,000 because the number of RSUs granted to directors was determined based on the average of the high and low average share price during each day of the 10-trading-day period from June 1, 2016 through June 14, 2016 ($51.00). As of December 31, 2016, Mr. Wheeler held 1,013 RSUs granted in

Page 31

connection with his appointment to the Board on February 2, 2015, which vested on February 2, 2017. In addition, each of Messrs. Beattie, de Saint Phalle, Hessler, Millard, Overlock and Wheeler and Ms. Harris held 1,765 unvested RSUs, which vest on June 15, 2017.

Equity Ownership Guideline: 3x Most Recent Annual Retainer. Our Board has also adopted equity ownership guidelines that prohibit a non-management director from selling or donating Company shares unless, after such sale or donation, he or she owns shares of Class A common stock, including vested RSUs awarded in connection with service on the Board, shares beneficially owned by his or her immediate family members residing in the same household and shares held in trust for the benefit of the director or his or her immediate family members, with a value equal to or greater than three times the director’s most recently paid annual retainer. Compliance with these guidelines may be waived, at the discretion of our Nominating and Corporate Governance Committee, if compliance would create severe hardship for a non-management director or prevent him or her from complying with a court order. It is expected that these instances will be rare and, in these cases, our Nominating and Corporate Governance Committee will develop alternative ownership guidelines that reflect the intent of these guidelines and the director’s personal circumstances. Based on the stock price as of the record date, all of our non-management directors have satisfied the ownership thresholds established by these guidelines, or will do so upon the vesting of RSUs currently held by them.

Page 32

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The following discussions and tables provide summary information concerning compensation for our NEOs, who for 2016 are: Messrs. Schlosstein, Weinberg, Altman, Walsh and Sibbald.

Compensation Discussion and Analysis

Performance Highlights. In setting NEO compensation for 2016, our independent Compensation Committee considered both the strategic and the financial accomplishments achieved in 2016. The following are highlights of the Company’s 2016 performance. Adjusted amounts are non-GAAP measures; see Annex A for a reconciliation to GAAP amounts.

• TSR: 30% in the last year and 190% over the past five years, outperforming our direct peers.

	TSR Compared to Direct Public  Company Peers(1)
	One Year	Three Years	Five Years
Evercore	30%	23%	190%
S&P 500 (Financials)	23%	39%	143%
S&P 500	12%	29%	98%
Greenhill	5%	(43%)	(3%)
Houlihan Lokey	22%	N/A	N/A
Lazard	(1%)	6%	96%
Moelis	30%	N/A	N/A
PJT Partners	10%	N/A	N/A

(1) Calculated from 12/31 to 12/31 and assuming reinvestment of dividends.

• Record Net Revenues and Adjusted Net Revenues: $1.440 billion and $1.431 billion, respectively, each up 18% compared to 2015.

• Record Net Income and Adjusted Net Income Attributable to Evercore: $107.5 million and $223.0 million, respectively, up 151% and 30%, respectively, compared to 2015.

• Return of Capital: We returned $225.8 million of capital to stockholders during the year through dividends and repurchases, including repurchases of 3.5 million shares/units at an average price of $48.03.

Page 33

Compensation Highlights. Our pay-for-performance compensation program is designed to reward performance, and to align the long-term interests of our executives with those of stockholders, for example through our equity ownership guidelines and by prohibiting hedging and pledging by our directors and executive officers. The following are highlights of our 2016 NEO compensation structure, as determined by our independent Compensation Committee:

  Performance-Based Compensation

✓ No Change in Base Salaries. Base salary, which represents the only fixed portion of an NEO’s compensation, continues to represent a minority of total compensation (other than for Mr. Weinberg, who was employed by Evercore for less than two months in 2016 and who as a result was not paid a bonus for that year). We have not increased base salaries for our NEOs since they joined us.

✓ No Guaranteed Bonuses. We do not provide any guaranteed bonuses to any of our NEOs, including Mr. Weinberg.

✓ Modest Compensation Increase Compared to Performance. Total annual incentive compensation for 2016 increased only 9% from 2015 for our CEO, as compared to a one-year TSR of 30% and a 30% increase in adjusted net income attributable to Evercore. Accordingly, pay and performance are aligned in a way that is favorable to stockholders.

✓ Performance Drives Changes in Pay. For our executives who were NEOs in both 2015 and 2016, aggregate compensation (base salary and bonus) in 2016 was down approximately 4% from 2015, while our financial results showed significantly greater improvements year over year, as articulated in the summary above. Executives that serve in our business units, including those that are NEOs, are paid based largely on their contribution to our success and the success of their respective business units.

  Stockholder Alignment

✓ Equity-Based Compensation Included in Bonus. The Compensation Committee sets the bonus amount in its sole discretion, taking into account both corporate achievements and individual performance. The bonus amount is then allocated 50% in cash and 50% in RSUs. RSUs are not an additional form of compensation, but rather represent a portion of the earned bonus such that our employees are compensated for performance in cash as well as in equity to ensure ongoing alignment with the best interests of our stockholders.

✓ Four-Year Deferral. RSUs granted to our NEOs for the 2016 performance period are unvested and are delivered over four years. This deferral period is longer than the standard deferral period for many banks, and helps us to retain our NEOs and other key employees and to align their interests with stockholder interests.

✓ Equity Ownership Guidelines for Executive Officers and Significant Equity Ownership by NEOs. As discussed further below, our NEOs hold significant amounts of equity in our Company, and in 2014 we adopted formal equity ownership guidelines for SMDs.

✓ No Hedging or Pledging. All employees, including our NEOs, are prohibited from hedging their equity securities, and in 2017 we adopted a new anti-pledging policy prohibiting directors and executive officers from pledging their equity securities without Compensation Committee approval. We believe this is a prudent risk management tool.

  Accountability to Stockholders

✓ Say on Pay. When we last held a non-binding, advisory stockholder vote on executive compensation, or say on pay, in 2014, our stockholders overwhelmingly approved our executive compensation program with over 95% of voted shares cast in favor of the say on pay proposal. We believe these results inherently reflect strong stockholder support for our pay-for-performance linkage and our compensation structure that facilitates it. In this regard, we note that our program has not substantively changed since then and has remained constant in its implementation methodology and fundamental philosophy.

✓ Move to Annual Say on Pay. In 2011, we had adopted a policy of triennial say on pay votes, consistent with the outcome of our initial non-binding stockholder vote. Following consultation with stockholders, we are now recommending that stockholders approve a non-binding resolution that the Company move to annual say on pay votes beginning with the 2018 Annual Meeting.

✓ New Clawback Policy. In 2017, we adopted a clawback policy permitting the Compensation Committee to recapture incentive compensation awarded to Senior Managing Directors (“SMDs”) in the event of misconduct by that SMD or a restatement of the financial results of the Company due to material noncompliance with financial reporting requirements which results in an erroneous bonus overpayment.

Page 34

  Evercore’s New Executive Chairman; Sign-on and Replacement Awards

✓ John Weinberg joined Evercore as Executive Chairman. Mr. Weinberg joining Evercore is a profound step forward for us. Mr. Weinberg is highly respected by clients around the world and has a proven track record as a leader of investment banking businesses, deal maker and revenue generator. In his short time at Evercore, Mr. Weinberg has played a significant role in helping shape our strategy and win key mandates, positioning Evercore to continue to deliver superior financial performance over the long term. The awards granted to Mr. Weinberg are a one-time, non-recurring event and form part of this transformational enhancement of our leadership and status.

✓ Significant Performance Elements for Mr. Weinberg. The compensation package provided to Mr. Weinberg contains significant performance elements that align his incentives with those of our stockholders. 100% of the sign-on awards are subject to delayed vesting (with 44% scheduled to vest in 2022 or later), 70% of the value of the awards depends on our long-term stock performance, and 50% of the value of the awards was subject to additional express performance criteria:

Sign-on RSU Award 900,000 RSUs (One-Time Award)	•       Vests over 5 years ending in 2022:
	December 31, 2016	162,000 (18%)
	Each of March 1, 2018, 2019, 2020 and 2021	126,000 (14% per tranche, or 504,000 (56%) in the aggregate)
	March 1, 2022	234,000 (26%)
	•       Subject to continued employment
Sign-on Performance Award 400,000 Class I-P Units (One-Time Award)	•       5-year cliff vesting if Mr. Weinberg remains employed and the stock price (average of high and low for 20 consecutive trading days) exceeds amounts listed below at any time after grant date but prior to March 1, 2022:
	$65.00	200,000 (50%)
	$75.00	200,000 (50%)
	•       Although the $65 and $75 benchmarks have been achieved as of the date of this proxy statement based on strong stock performance since Mr. Weinberg’s hiring, Mr. Weinberg remains subject to the downside risk from stock price drops, since the value of the Class I-P units is based on the underlying common stock value.
Sign-on Cash Award $35 million (One-Time Award)	•       $11 million vests on March 1, 2019 and $6 million vests annually from 2020 to 2023 •       Each tranche is adjustable down to 75% of the target amount or up to 200% of the target amount based on performance criteria to be established annually by the Compensation Committee •       Subject to continued employment

These arrangements are described further under “—Employment Agreements and Awards.”

^○  Mr. Weinberg’s initial non-recurring equity grants and cash award relate to future performance and replace, in part, long-term incentives from his prior employer that were forfeited due to his acceptance of employment with the Company. The awards are structured to align his interests with those of our stockholders and provide the opportunity for the value of these awards to grow with the firm.

As exemplified by our compensation practices in 2016, we have maintained control on compensation costs and applied a consistent compensation deferral policy for our NEOs and other employees, which advances our goals of retaining and attracting talented individuals, paying for performance and managing our compensation costs over time.

In addition, we have committed to our stockholders to use our repurchase program to offset dilution from equity compensation, which we proactively do on a regular basis, as exemplified by the number of shares of Class A common stock repurchased and number of shares underlying annual bonus equity awards. Our repurchases have also offset the dilutive effect of our investments in new Advisory SMDs and partially offset the dilutive effect of our investment in ISI.

Our Executive Compensation Objectives and Philosophy

The goals of our executive compensation program are to align compensation with business objectives and performance, and in turn continue to increase stockholder value. In addition, our program is designed to enable us to attract, retain and reward

Page 35

executives who contribute to our long-term success and sustainable growth in stockholder value. Unlike many other financial services firms, our future success depends to a substantial degree on our ability to retain and recruit highly qualified personnel as opposed to the deployment and management of the firm’s financial capital. The market for highly qualified financial professionals has been and remains extremely competitive. In addition, although our NEOs and other SMDs have all entered into restrictive covenant agreements, their departure could still jeopardize our relationships with clients and result in the loss of client engagements. Accordingly, it is imperative for our compensation programs to be highly competitive and reward outstanding individual and Company achievement.

Linkage of Management and Stockholder Interests—Equity Ownership Guidelines

In 2014, our Compensation Committee adopted formal equity ownership guidelines applicable to all SMDs. The goal of these guidelines is to formalize our practice of encouraging executive officers to have a meaningful amount of Evercore equity at risk. In particular, we focused on trying to develop a simple method of calculating required thresholds and concluded that adopting an ownership amount based on a number of shares rather than dollar value would be most effective. The equity ownership guidelines count Class A common stock, Evercore LP limited partnership units and vested and unvested RSUs. The following chart sets forth the equity ownership guidelines for our SMDs.

Title/Position	Required Amount of Equity at Risk
CEO of the Company, Executive Chairman of the Company and Senior Chairman of the Company	500,000 shares
CEO of Evercore International	100,000 shares
All other SMDs (including other Executive Officers)	Lesser of 50,000 shares or 50% of the number of RSUs granted as part of annual bonuses over last four years(1)

(1)             Includes the period prior to their becoming an SMD, if applicable, but excludes dividend equivalent RSUs. If over four years an SMD was granted at least 200,000 RSUs as part of annual bonuses, the required amount of equity at risk is 50,000 shares.

How We Establish Compensation

Our Compensation Committee is responsible for implementing and administering all aspects of our compensation and benefit plans and programs for our NEOs. In establishing compensation for our NEOs, we take into account the fact that we generally do not provide significant retirement or similar benefits to our NEOs. We also take into account other economic relationships between the individual and us, including equity ownership.

Our CEO participates in discussions with the Compensation Committee and makes recommendations to the Committee regarding compensation of senior employees (except as to his own compensation), but he does not vote or otherwise participate in the Compensation Committee’s ultimate determinations. Mr. Altman also participated in discussions with, and made recommendations to, the Compensation Committee regarding compensation of senior employees (except as to his own compensation). Mr. Altman does not vote or otherwise participate in the Compensation Committee’s ultimate determinations. Our Board believes that it is wise and prudent to have Messrs. Schlosstein and Altman participate in these discussions because they possess unique insight regarding the day-to-day performance of our executives. It is contemplated that Mr. Weinberg will also participate in discussions with, and make recommendations to, the Compensation Committee regarding compensation of other senior employees.

The Board’s Consideration of Stockholder Views on our Compensation Program

Pursuant to the results of our non-binding stockholder vote in 2011 on the frequency of including say on pay on our annual meeting ballots, we put forth our say on pay votes on a triennial basis. We last held a non-binding, advisory stockholder vote on executive compensation, or say on pay, in 2014. Our stockholders overwhelmingly approved the executive compensation described in our 2014 Proxy Statement, with over 95% of voted shares cast in favor of the say on pay proposal. We believe these results inherently reflect strong stockholder support for our compensation structure, which is premised upon a foundation of paying for performance. In light of these results and feedback from stockholders through our ongoing outreach program, the Compensation Committee has maintained an executive compensation program based on pay-for-performance, and did not implement significant structural changes during 2014, 2015 or 2016. In 2014, we sought to strengthen the alignment of our executives and stockholders by establishing equity ownership guidelines, and in 2017 we enhanced the accountability of our SMDs by establishing a clawback policy, in each case based in large part on stockholder feedback.

Page 36

Consistent with the results of our non-binding, advisory vote in 2011 on the frequency of say on pay votes, our Board adopted a policy of having the say on pay vote every three years. Therefore, this year, we are again asking our stockholders to approve, on a non-binding, advisory basis, our executive compensation program. Please see “Proposal 2—Non-Binding, Advisory Vote on Executive Compensation.” The frequency proposal is required to be resubmitted to stockholders every six years. Therefore, we are asking our stockholders to provide a non-binding, advisory vote regarding the frequency of advisory votes to approve our executive compensation program with our recommendation being that say on pay votes be held annually. Please see “Proposal 3—Non-Binding, Advisory Vote on the Frequency of Future Non-Binding Votes on Executive Compensation”.

Clawback Policy

In 2017, the Compensation Committee adopted and implemented a comprehensive clawback policy that applies to all incentive compensation awarded to our SMDs, including RSUs, cash awards, and awards of partnership units of Evercore LP. The policy requires SMDs to repay us or forfeit (i) upon a restatement of our financial results due to material noncompliance with financial reporting requirements, an amount up to the difference between the amount of incentive compensation the SMD received and/or realized and the amount the SMD would have received and/or realized based on the restated financial results or (ii) upon a finding of misconduct, an amount up to the aggregate incentive compensation granted to such SMD over the last three fiscal years of the Company.

Performance-Based Compensation Package for our New Executive Chairman

Mr. Weinberg’s compensation package was negotiated between him and Evercore, with the input, review and approval of the Compensation Committee, prior to his commencement of employment. The Compensation Committee was regularly apprised of the status of these negotiations, and reviewed potential compensation elements and amounts at several Committee meetings. In addition, Mr. Weinberg met several times with the Board and its members at both formal and informal meetings. The Compensation Committee agreed with the full Board and management that, due to Mr. Weinberg’s demonstrated talent and reputation, his hiring would be an important step forward toward the goal of becoming the most elite global independent investment banking advisory firm in the world. At the same time, the Committee was committed to ensuring that his compensation package included the performance-based elements that are a fundamental part of the firm’s compensation principles.

More specifically, the Committee’s goal was to develop a compensation package that:

• Aligns Mr. Weinberg’s interests with those of stockholders and partners;

• Focuses on long-term Evercore equity-linked incentives;

• Requires relatively long-term commitment to the firm in order to receive the bulk of the deferred compensation;

• Appropriately compensates Mr. Weinberg for the value of long-term incentives forfeited from his prior employer due to his acceptance of employment at Evercore; and

• Establishes an annual compensation arrangement for Mr. Weinberg that is aligned with the current CEO’s compensation.

The elements of Mr. Weinberg’s compensation approved in connection with his hiring were as follows:

• An initial one-time cash award, with a target of $35 million, was unvested at grant, and is scheduled to vest in installments over a five-year period from 2019 to 2023 subject to continued employment ($11 million in March 2019 and $6 million each March from 2020 to 2023). The award is adjustable down to 75% of the target or up to 2x target based on performance criteria to be established annually by the Committee.

• A one-time sign-on award of 900,000 RSUs was unvested at grant, and is scheduled to vest over a period ending in 2022, subject to continued employment (18% at year-end 2016, 14% each March from 2018 to 2021 and 26% in March 2022). By their nature, the RSUs align his interests with those of stockholders, including, for example, by being exposed to downside risk from stock price drops. In addition to alignment with stockholders, the RSUs, together with the initial cash award, are also intended to compensate Mr. Weinberg for the value of long-term incentives from his prior employer that were forfeited due to his acceptance of employment with Evercore.

• A one-time sign-on grant of 400,000 Class I-P units were unvested at grant, with scheduled vesting delayed until 2022, subject to continued employment. These units convert into Class I units (which are exchangeable for common

Page 37

stock) only if the stock price exceeded benchmarks of $65 and $75 per share for 20 consecutive trading days. These performance conditions have been satisfied.

• As with our other executives, his fixed salary (which is established as the greater of $500,000 and Mr. Schlosstein’s then current base salary) will represent a minority of total compensation, and his annual bonus for 2017 and later years will be discretionary based on individual and Company performance, and a portion will be deferred. He did not receive an annual bonus for the period he worked in 2016. On an annual basis, Mr. Weinberg is entitled to receive a bonus opportunity no less favorable than that provided to Mr. Schlosstein.

These arrangements are described further under “—Employment Agreements and Awards.”

Principal Components of Annual Executive Compensation

The following describes the 2016 compensation for our four other NEOs. The key components of our compensation program for NEOs are base salary and annual incentive compensation (which has included both cash payments and deferred equity subject to vesting), each of which is described below. Any deferred RSUs with only time-based vesting provisions are granted as part of the total annual incentive compensation amount and not as a supplement to annual incentive compensation. Portions of the compensation for some of our NEOs for 2016 were determined in accordance with employment agreements. These agreements are described below under “—Employment Agreements and Awards.”

A. Base Salaries Have Remained Flat

Consistent with our pay-for-performance philosophy, the base salaries for our NEOs generally account for a minority of their total direct compensation. The base salaries of Messrs. Altman, Sibbald and Weinberg are set by their respective employment agreements and are a fixed amount. The Compensation Committee originally established Mr. Schlosstein’s base salary in his employment agreement (the term of which ended in 2014) and Mr. Walsh’s base salary in his offer letter, which are the same as the base salaries then paid to substantially all our SMDs. Base salaries are reviewed annually by the Compensation Committee and may be increased in the discretion of the Compensation Committee, taking into account the Compensation Committee’s subjective evaluation of each executive’s performance, changes in the factors considered in establishing initial base salaries, adjustments made to the base salaries of our broader employee population and such other factors as the Compensation Committee may deem relevant. However, in order to emphasize the incentive-based elements of our compensation program, we have not increased base salaries for any of our NEOs since they joined us.

B. Annual Incentive Compensation is Performance Driven

Consistent with industry practice, the bonuses potentially payable to our NEOs account for the majority of their total compensation opportunities. For 2016, no bonus was guaranteed to any NEO. Rather, annual bonuses to NEOs are determined in the discretion of the Compensation Committee. Once the aggregate dollar amount is determined, taking into consideration both corporate achievements and individual contributions for the prior fiscal year, the bonus amount is allocated 50% in cash and 50% in equity for SMDs. The equity portion of the annual bonus historically has generally consisted of RSU grants and is awarded for services already provided and revenue already generated rather than for future potential performance.

1. Discretionary Annual Bonuses Are Tied to Performance

In determining compensation for our NEOs, the Compensation Committee took into account our strong performance in 2016 and reviewed our adjusted financial results.

Page 38

Our one-year, three-year and five-year total shareholder return (“TSR”) of 30%, 23% and 190%, respectively, continued to demonstrate the long-term positive growth in our share price, in most periods, outperforming the S&P 500 (Financials) and our most direct public competitors. For 2016, none of our NEOs were subject to preset personal performance compensation arrangements. As noted above, the Compensation Committee reviewed the performance and NEO compensation data of certain financial institutions. While many of the companies included in such data may be described as financial services companies where human	TSR Compared to Direct Public Company Peers(1)
	(1)    Calculated from 12/31 to 12/31 and assuming reinvestment of dividends.
capital is of critical importance, Evercore competes with only a small fraction of these companies for employees and clients. These companies include Bank of America, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, Greenhill, Houlihan Lokey, JPMorgan Chase, Lazard, Moelis & Company, PJT Partners, Morgan Stanley and UBS, with Greenhill, Houlihan Lokey, Lazard, Moelis and PJT Partners being our most direct public competitors. Competition among these companies for qualified personnel has historically been intense. The Compensation Committee has not set any specific metrics or targets relative to these competitors.

In evaluating the performance of and determining bonuses for our NEOs, the Compensation Committee took into account our achievement of several firm-wide strategic and financial goals and objectives, along with a qualitative and quantitative review of a variety of factors based on the role and responsibility of each NEO, including, for NEOs who have assisted in client relationships and engagements, the relative contribution of such NEO. Below is a summary of the factors identified by the Compensation Committee for each NEO:

Mr. Schlosstein: The Compensation Committee awarded Mr. Schlosstein a discretionary annual bonus with a value of $6.0 million for 2016, recognizing his strong performance and the strong operating performance of the Company as compared to our peers, characterized by industry-leading revenue growth and operating margins. The Compensation Committee recognized his leadership, working closely with Mr. Altman, in achieving a number of important strategic objectives, most notably recruiting John Weinberg as the Executive Chairman of Evercore and in recruiting other significant Advisory and Research SMDs to the firm. The Compensation Committee considered his key role in the execution of our strategy in the Equities businesses and in our efforts to restructure our Investment Management business.

Mr. Weinberg: Due to his short tenure at the firm, Mr. Weinberg was not awarded a discretionary annual bonus for 2016.

Mr. Altman: Mr. Altman received a discretionary annual bonus with a value of $5.0 million for 2016. In determining this amount, the Compensation Committee considered Mr. Altman’s exceptional leadership in serving clients, including on many of our largest and most strategically important M&A, restructuring and activist and defense assignments. The Compensation Committee also recognized his leadership, along with Mr. Schlosstein’s, in our successful effort to recruit John Weinberg as Executive Chairman and in recruiting other significant Advisory SMDs to the Firm.

Page 39

Dec 31, 2011 Dec 31, 2012 Dec 31, 2013 Dec 30, 2014 Dec 31, 2015 Dec 31, 2016 Company / Index Evercore $100 $117 $236 $211 $223 $290 S&P 500 $100 116 154 175 177 198 S&P 500 (Financials) $100 129 175 201 198 243 Greenhill $100 149 172 135 93 97 PJT Partners N/A N/A N/A N/A 135 148 Houlihan Lokey N/A N/A N/A N/A 118 143 Moelis N/A N/A N/A 139 120 157 Lazard $100 119 185 210 198 196

Mr. Walsh: Mr. Walsh was awarded a discretionary annual bonus with a value of $2.085 million for 2016. In determining Mr. Walsh’s bonus, the Compensation Committee took into account the success of the Company and his leadership on a number of strategic priorities for the Company, including the ongoing upgrade in systems and processes in the Equities business, the successful placement of long-term debt for the Company and his role in restructuring our Investment Management business. The Compensation Committee also considered his ongoing management and oversight of the operating and reputational risks of the business and his sustained focus on controlling the costs of operations.

Mr. Sibbald: Mr. Sibbald was awarded a discretionary annual bonus with a value of $6.98 million for 2016. In determining this amount, the Compensation Committee took into account the revenues generated by Mr. Sibbald as a senior partner in the European Advisory business, and his continued leadership of the European Advisory business, which significantly increased revenues and operating profits in a very challenging year, particularly following the vote on Brexit.

The Compensation Committee also reviewed compensation awarded to certain other employees to assess internal balance and consistency in compensation levels, including: (a) for Mr. Schlosstein, the bonus amounts payable to other NEOs, (b) for Messrs. Altman, Sibbald and Schlosstein, the bonus amounts payable to other SMDs devoted to generating revenue through existing or new client relationships and (c) for Mr. Walsh, the bonus amounts payable to SMDs who did not have client revenue-generating responsibilities. The Compensation Committee, however, did not fix internal pay ratios at any specified levels.

2. A Significant Portion of Annual Bonuses Is in the Form of Equity and Is Subject to Multi-Year Vesting

Consistent with past practice, the Compensation Committee decided to require that a large portion of 2016 incentive compensation for NEOs be subject to future service (that is, vesting) requirements. We refer to this portion of our NEO’s compensation as “deferred compensation” because it will not be delivered until a future year (and then, only if applicable vesting requirements have been met). In 2016, NEOs received 50% of their annual bonuses as deferred compensation which was awarded in the form of RSUs, which vest over four years of continuous employment, subject to specified exceptions. See “—Employment Agreements and Awards—Evercore Annual Equity Awards” for a discussion of the terms of these awards.

Page 40

3. Alternative Presentation of Annual Compensation

The following table is presented to show how the Compensation Committee viewed annual compensation for our NEOs for their 2016 performance, and includes base salary as well as year-end cash and equity bonus awards for 2016 performance, granted in February 2017. This table differs substantially from the Summary Compensation Table on page 44 and is not a substitute for that table. The Summary Compensation Table that appears on page 44 provides compensation information as required by SEC regulations, and therefore reflects for 2016 the grant date fair value of equity awards granted during the 2016 calendar year (that is, those awards granted in February 2016 for 2015 performance), while not including the equity awards granted in February 2017 for 2016 performance. Amounts in the following table are rounded to the nearest thousand. This table does not include Mr. Weinberg’s one-time initial cash and RSU grants, as these grants are not recurring, relate to future performance and, in part, replace long-term incentives from his prior employer that were forfeited due to his acceptance of employment with Evercore. See “—Performance-Based Compensation Package for our New Executive Chairman” above.

Name and Principal Position	Salary             ($)		Current Cash Portion of Bonus                ($)		RSU Portion of Bonus(1)               ($)		Total Annual Base  Salary and Bonus                 ($)
Ralph L. Schlosstein
CEO and President
2016		500,000		3,000,000		3,000,000		6,500,000
2015		500,000		2,750,000		2,750,000		6,000,000
2014		500,000		2,225,000		2,225,000		4,950,000
John S. Weinberg
Executive Chairman
2016		58,974		—		—		58,974
Roger C. Altman
Founder and Senior Chairman
2016		500,000		2,500,000		2,500,000		5,500,000
2015		500,000		4,250,000		4,250,000		9,000,000
2014		500,000		3,250,000		3,250,000		7,000,000
Robert B. Walsh
CFO
2016		500,000		1,042,500		1,042,500		2,585,000
2015		500,000		925,000		925,000		2,350,000
2014		500,000		750,000		1,000,000		2,250,000
Andrew Sibbald(2)
CEO of Evercore International
2016		400,000		3,490,171		3,490,171		7,380,342
2015		400,000		2,559,881		2,559,881		5,519,762
2014		400,000		2,225,510		2,225,510		4,851,020

(1) The grant date fair value of the RSUs granted in February 2017 in respect of 2016 performance will, in accordance with SEC rules, be reflected as Stock Awards for 2016 in next year’s Summary Compensation Table and Grants of Plan-Based Awards table. The grant date fair value will be computed in accordance with FASB ASC Topic 718 and will generally differ from the dollar value of the awards determined and approved by the Compensation Committee. See “—Process and Timing for Grants of Bonuses and Equity Awards” below for a further discussion.

(2) Mr. Sibbald’s salary has not changed since he joined us and has been converted at a constant exchange rate of £0.625 to U.S. $1.00. Mr. Sibbald’s 2014 Current Cash Portion of Bonus and RSU Portion of Bonus were converted at an exchange rate of £0.663 to U.S. $1.00. Mr. Sibbald’s 2015 Current Cash Portion of Bonus and RSU Portion of Bonus were converted at an exchange rate of £0.654 to U.S. $1.00. Mr. Sibbald’s 2016 Current Cash Portion of Bonus and RSU Portion of Bonus were converted at an exchange rate of £0.738 to U.S. $1.00.

4. Use of Equity Awards for the CEO and the Inclusion of Performance-Based Vesting Terms

For 2016, our executive officers were granted awards under the 2016 Plan. Equity-based awards in the form of RSUs represent a substantial portion of our CEO’s annual total direct compensation. We believe that compensation in the form of RSUs helps to emphasize the importance of long-term performance (the RSUs that we grant are unvested and deliver over four years) to align the interests of employees and stockholders.

Page 41

On limited occasions we have granted special equity awards to senior leaders, but in each such case these awards have been subject to performance vesting conditions based on achievement of stock price targets, as well as time-based vesting. These have included a special award of 50,000 performance-based RSUs granted to our CEO in January 2013 in recognition of the continuous improvement in the financial performance of the Company during his term as CEO and to continue to incentivize his focus on the firm’s long-term interests. This grant has satisfied the stock price condition and vested in January 2017. The January 2013 grant is reflected in the Outstanding Equity Awards at 2016 Fiscal Year-End table and is described further under “—Employment Agreements and Awards—Special Equity Award for Mr. Schlosstein.” No such special award has been granted to our CEO since January 2013. In addition, we granted performance-based awards to Mr. Weinberg, as described above under “—Performance-Based Compensation Package for our New Executive Chairman.”

Our Rationale for Agreements that Provide for Payments to Executives upon the Occurrence of Specified Events

The employment agreements we entered into with some of our NEOs provide for severance payments. In addition, some of those agreements provide for additional payments in connection with a severance that occurs after a change in control (including, for Mr. Altman, a payment to compensate them for excise taxes that could arise in such circumstances).

We believe that these severance and change in control arrangements mitigate some of the risk that exists for executives working in a public company, while also appropriately balancing incentives and providing certainty to our executives, and, for Mr. Altman, will make him whole in the case of any potential tax penalty in connection with a change of control.

In addition, due to the fact that there has historically been significant acquisition activity in the financial services industry, there is a possibility that we could be acquired in the future. Accordingly, we believe that severance and change in control arrangements are necessary to enable key executives to evaluate objectively the benefits to our stockholders of a proposed transaction, notwithstanding its potential effects on their own job security.

Process and Timing for Grants of Bonuses and Equity Awards

The Compensation Committee determines and authorizes all annual bonus amounts (whether payable in cash, equity or other deferred compensation) to NEOs shortly after year-end, at or around the time the Board reviews the fourth quarter earnings release. The specific number of shares subject to equity awards for NEOs with respect to 2016 performance was determined by dividing the dollar value of awarded equity by the simple average of the high and low average share price during each day of the 10-trading-day period from February 1, 2017 through February 14, 2017.

Assessment of Risk

Our compensation programs are designed to discourage excessive risk-taking. The base salary component of compensation does not encourage risk-taking because it is a fixed amount. In addition, there are several other factors associated with our equity ownership, incentive compensation programs and CEO compensation that discourage inappropriate or excessive risk-taking:

✓ While bonuses to our Advisory business SMDs are generally determined with reference to Company financial performance, most of those SMDs hold equity stakes far in excess of annual bonus payments, which means the majority of their economic interests are aligned broadly with stockholders’ interests rather than with specific metrics. In 2014, our Compensation Committee formalized our practice of encouraging equity retention by SMDs through the adoption of equity ownership guidelines applicable to all SMDs. See “—Linkage of Management and Stockholder Interests—Equity Ownership Guidelines” above for a description of these guidelines;

✓ Bonuses for NEOs are based on an overall review of a variety of factors, which removes any incentive an executive may have to incur risks in order to achieve specific benchmark metrics;

✓ A substantial portion of most bonuses is paid in equity and, in general, the portion of the bonus paid in equity increases with the seniority of the recipient and the size of the bonus;

✓ Our RSUs, including those awarded as part of our annual bonus program, generally vest over four years, which encourages an appropriately long-term focus;

Page 42

✓ Members of the Compensation Committee apply discretion in the establishment of the size of our bonus pool, the percentage split of our bonus pool between cash and equity and the terms of our equity awards;

✓ Many of our investment management employees have interests in their individual business units, and thus are directly exposed to the risks inherent in their own decision-making; and

✓ We believe that RSUs are an appropriate form of deferred equity compensation because, unlike other forms of equity awards, such as options, they encourage the holder to think like a stockholder from the date of grant, including, for example, by being exposed to downside risk from stock price drops.

Tax and Accounting Considerations

The Compensation Committee believes that there are circumstances where the provision of compensation that is not fully tax deductible may be more consistent with our compensation philosophy and objectives and/or may be in our best interests and those of our stockholders. The Compensation Committee believes that retaining the ability to exercise discretion and the flexibility to attract, retain and motivate executives with a compensation program that aligns with our long-term business objectives, in many circumstances, outweighs the advantages of qualifying all compensation as deductible, or causing all compensation expenses to be accounted for in a particular fashion. Accordingly, while the 2016 Plan permits grants of awards intended to be treated as “qualified performance-based compensation” for purposes of Section 162(m) of the Code, the Compensation Committee reserves the authority to award compensation that may not be fully deductible or deductible at all.

Page 43

Summary Compensation Table

Name and Principal Position	Salary ($)		Bonus ($)		Stock Awards(1) ($)		All Other Compensation(2) ($)		Total ($)
Ralph L. Schlosstein
CEO and President
2016		500,000		3,000,000		2,859,195		—		6,359,195
2015		500,000		2,750,000		2,277,201		—		5,527,201
2014		500,000		2,225,000		2,121,078		—		4,846,078
John S. Weinberg
Executive Chairman
2016		58,974		—		83,254,000		—		83,312,974
Roger C. Altman
Founder and Senior Chairman
2016		500,000		2,500,000		4,418,781		—		7,418,781
2015		500,000		4,250,000		3,326,269		—		8,076,269
2014		500,000		3,250,000		1,996,331		—		5,746,331
Robert B. Walsh
CFO
2016		500,000		1,042,500		961,764		—		2,504,264
2015		500,000		925,000		1,023,488		—		2,448,488
2014		500,000		750,000		723,673		—		1,973,673
Andrew Sibbald(3)
CEO of Evercore International
2016		400,000		3,490,171		2,661,565		59,062		6,610,798
2015		400,000		2,559,881		2,277,727		70,000		5,307,608
2014		400,000		2,225,510		918,339		70,000		3,613,849

(1) The amounts reflected in the Stock Awards column represent the grant date fair value of the equity awards made during the identified fiscal year, as computed in accordance with FASB ASC Topic 718. Equity awards for 2016 performance were granted in 2017 and, therefore, in accordance with SEC rules, are not shown here. The amounts shown in this column for Mr. Weinberg reflect the grant date fair value of the following one-time awards, which were granted in connection with his commencement of employment: (a) 900,000 RSUs, which are scheduled to vest over a period ending in 2022 subject to his continued employment, and (b) 400,000 Class I-P units, for which scheduled vesting is delayed until 2022, subject to continued employment, and which convert into Class I units (which are exchangeable for common stock) only if the stock price exceeded benchmarks of $65 and $75 per share for 20 consecutive trading days. These benchmarks were subsequently achieved. The amounts shown in this column for 2016 for our other NEOs reflect the grant date fair value of equity awards granted in 2016 for 2015 performance.

(2) All Other Compensation for 2016 consists of a £43,750 payment in lieu of pension contribution to Mr. Sibbald. See footnote 3 below for a description of the rate and methodology used to convert this amount to dollars. The incremental costs of perquisites and other personal benefits to each NEO were less than $10,000, and therefore information regarding perquisites and other personal benefits has not been included. Each of our NEOs also received dividend equivalents RSU and restricted stock awards issued under the terms of previously granted equity awards. Consistent with SEC rules, the value of these dividend equivalents has not been included in this table because the right to receive future dividends was factored into the grant date fair value of the initial awards under FASB ASC Topic 718. See “—Outstanding Equity Awards at 2016 Fiscal Year-End” for information on dividend equivalent awards held by our NEOs.

(3) Mr. Sibbald’s salary has not changed since he joined us and has been converted at a constant exchange rate of £0.625 to U.S. $1.00. The payment in lieu of a pension contribution to Mr. Sibbald was converted at an exchange rate of £0.738 to U.S. $1.00. Mr. Sibbald’s 2014 cash bonus was converted at an exchange rate of £0.663 to U.S. $1.00. Mr. Sibbald’s 2015 cash bonus was converted at an exchange rate of £0.654 to U.S. $1.00. Mr. Sibbald’s 2016 cash bonus was converted at an exchange rate of £0.738 to U.S. $1.00.

Page 44

Grants of Plan-Based Awards in 2016

Name	Grant Date		Estimated Future Payments under Non-Equity Incentive Plan Awards						Estimated Future Payments under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock Awards(1) ($)
			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Ralph L. Schlosstein		2/17/2016		—		—		—		—		—		—		60,257		2,859,195
John S. Weinberg		11/18/2016		26,250,000		35,000,000		70,000,000		200,000		400,000		400,000		900,000		83,254,000
Roger C. Altman		2/17/2016		—		—		—		—		—		—		93,125		4,418,781
Robert B. Walsh		2/17/2016		—		—		—		—		—		—		20,269		961,764
Andrew Sibbald		2/17/2016		—		—		—		—		—		—		56,092		2,661,565

(1) Represents the grant date fair value of the awards, as computed in accordance with FASB ASC Topic 718. The amounts shown for Mr. Weinberg reflect the grant date fair value of his sign-on cash award, sign-on RSU award and performance-based Class I-P units, which were one-time awards granted in connection with his commencement of employment. See “—Employment Agreements and Awards—Special One-Time Equity and Partnership Unit Awards to Mr. Weinberg” for a discussion of the terms of these awards. Mr. Weinberg’s initial cash award is reflected at target value in this column.

Outstanding Equity Awards at 2016 Fiscal Year-End

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested(1) (#)		Market Value of Shares or Units of Stock That Have Not Vested(8) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(8) ($)
Ralph L. Schlosstein		184,694(2)		12,688,478		—		—
John S. Weinberg		938,000(3)		64,440,600		200,000(4)		13,740,000
Roger C. Altman		184,202(5)		12,654,677		—		—
Robert B. Walsh		47,857(6)		3,287,776		—		—
Andrew Sibbald		114,027(7)		7,833,655		—		—

(1) All RSUs are subject to accelerated vesting upon a change in control, qualifying retirement, the executive’s death or the executive’s disability. See “—Employment Agreements and Awards—Evercore Annual Equity Awards” below for a further discussion on the terms of the RSUs.

(2) This amount consists of 175,280 RSUs granted to Mr. Schlosstein and 9,414 dividend equivalent RSUs, which vest as follows:

— 50,000 of the RSUs and 4,203 of the dividend equivalent RSUs vested on January 29, 2017.

— 13,038 of the RSUs and 1,100 of the dividend equivalent RSUs vested on February 4, 2017.

— 19,537 of the RSUs and 1,260 of the dividend equivalent RSUs vest in two substantially equal installments on February 4, 2017 and 2018.

— 32,448 of the RSUs and 1,460 of the dividend equivalent RSUs vest in three substantially equal installments on February 4, 2017, 2018 and 2019.

— 60,257 of the RSUs and 1,391 of the dividend equivalent RSUs vest in four substantially equal installments on February 4, 2017, 2018, 2019 and 2020.

(3) This amount consists of 738,000 RSUs granted to Mr. Weinberg and 200,000 Class I-P units in the Partnership. The RSUs and dividend equivalent RSUs vest on the dates listed below, in each subject to his continuous employment through such date (or earlier, upon a change in control, a termination of Mr. Weinberg’s employment without cause or due to his death, disability or resignation for good reason, or Mr. Weinberg’s retirement on or following January 15, 2022 (subject to a one-year notice requirement)):

— 126,000 of the RSUs vest on March 1, 2018.

— 126,000 of the RSUs vest on March 1, 2019.

— 126,000 of the RSUs vest on March 1, 2020.

Page 45

— 126,000 of the RSUs vest on March 1, 2021.

— 234,000 of the RSUs vest on March 1, 2022.

Mr. Weinberg holds 400,000 Class I-P units that vest on March 1, 2022, subject to certain stock price performance conditions and Mr. Weinberg’s continuous employment through such date (or earlier, upon a termination of Mr. Weinberg’s employment without cause or due to his death, disability or resignation for good reason, or Mr. Weinberg’s retirement on or following January 15, 2022 (subject to a one-year notice requirement)). As of December 31, 2016, the stock price condition for 200,000 Class I-P units had been satisfied.

(4) This amount consists of the tranche of 200,000 of the 400,000 Class I-P described in footnote 3 above with respect to which the stock price condition had not been satisfied as of December 31, 2016.

(5) This amount consists of 177,196 RSUs granted to Mr. Altman and 7,006 dividend equivalent RSUs, which vest as follows:

— 18,286 of the RSUs and 1,541 of the dividend equivalent RSUs vested on February 4, 2017.

— 18,388 of the RSUs and 1,185 of the dividend equivalent RSUs vest in two substantially equal installments on February 4, 2017 and 2018.

— 47,397 of the RSUs and 2,130 of the dividend equivalent RSUs vest in three substantially equal installments on February 4, 2017, 2018 and 2019.

— 93,125 of the RSUs and 2,150 of the dividend equivalent RSUs vest in four substantially equal installments on February 4, 2017, 2018, 2019 and 2020.

(6) This amount consists of 45,920 RSUs granted to Mr. Walsh and 1,937 dividend equivalent RSUs, which vest as follows:

— 4,401 of the RSUs and 377 of the dividend equivalent RSUs vested on February 4, 2017.

— 6,666 of the RSUs and 433 of the dividend equivalent RSUs vest in two substantially equal installments on February 4, 2017 and 2018.

— 14,584 of the RSUs and 658 of the dividend equivalent RSUs vest in three substantially equal installments on February 4, 2017, 2018 and 2019.

— 20,269 of the RSUs and 469 of the dividend equivalent RSUs vest in four substantially equal installments on February 4, 2017, 2018, 2019 and 2020.

(7) This amount consists of 109,654 RSUs granted to Mr. Sibbald and 4,373 dividend equivalent RSUs, which vest as follows:

— 12,647 of the RSUs and 1,069 of the dividend equivalent RSUs vested on February 4, 2017.

— 8,459 of the RSUs and 548 of the dividend equivalent RSUs vest in two substantially equal installments on February 4, 2017 and 2018.

— 32,456 of the RSUs and 1,461 of the dividend equivalent RSUs vest in three substantially equal installments on February 4, 2017, 2018 and 2019.

— 56,092 of the RSUs and 1,295 of the dividend equivalent RSUs vest in four substantially equal installments on February 4, 2017, 2018, 2019 and 2020.

(8) The market value is based upon the closing price of our Class A common stock on December 30, 2016 ($68.70).

Options Exercised and Stock Vested in 2016

Although we have had the authority to issue stock options since our IPO, we have not done so. Accordingly, the below table is with respect to the vesting of RSUs, including dividend equivalent RSUs, and other stock-based awards.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(1) ($)
Ralph Schlosstein		61,620		2,823,632
John S. Weinberg		162,000		11,125,350
Roger C. Altman		81,173		3,720,165
Robert B. Walsh		19,007		871,192
Andrew Sibbald		37,157		1,700,063

(1) The value of the awards is based on the average of the high and low trading price of the Class A common stock on the vesting date.

Page 46

Nonqualified Deferred Compensation for 2016

In past years, we gave SMDs the election to receive the portion of their annual bonuses that is not paid in current cash in the form of deferred cash rather than RSUs, which had a similar four-year vesting schedule to RSUs. Deferred cash was credited under this arrangement when annual bonuses were declared (generally, in February of the year following the year to which the bonus relates). Pending distribution, these deferred cash amounts were notionally invested in one or more registered mutual funds selected by the executive from a list of funds established by us. Mr. Sibbald was the only NEO with a deferred cash balance during 2016. There were no deferred cash awards granted to any NEOs for 2016 performance.

Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY(1) ($)		Aggregate Withdrawals/ Distributions(1) ($)		Aggregate Balance at Last FYE ($)
Andrew Sibbald		0		0		—		38,752		0

(1) Reflects the remaining balance from previous deferred cash awards, which was paid out in April 2016, converted at an exchange rate of £0.625 to U.S. $1.00. This deferred cash award was disclosed in the Summary Compensation Table in previous proxy statements of the Company.

Potential Payments upon Termination of Employment or Change in Control

The following table describes the potential incremental payments and benefits to which our NEOs would be entitled upon termination of employment or a change in control. All calculations in this table are based on an assumed termination date of December 31, 2016 and the completion of a full fiscal year, and all defined terms are as defined in the respective employment agreements of each NEO, which are summarized below under “—Employment Agreements and Awards.”

The amounts shown in the table below do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, such as continuation of health care benefits through the end of the month of the termination of employment. While our NEOs’ rights in respect of RSUs granted in connection with bonuses and deferred cash awards are subject to continued vesting upon a qualifying retirement, as described above, none of our NEOs have given the advance notice required for such qualifying retirement. Accordingly, none of our NEOs would have been eligible for this benefit as of December 31, 2016 and this benefit is therefore not illustrated in the table below for those awards.

Name	Lump Sum Cash Severance Payment ($)		2016 Fiscal Year Bonuses ($)		Continuation of Medical Benefits ($)		Accelerated Vesting of Equity Awards ($)		Accelerated Vesting of Cash Awards ($)		Other ($)		Total ($)
	(dollars in thousands, except share data)
Ralph L. Schlosstein
✓ Termination due to death, disability or termination by us without “cause”		—		—		—		12,688(1)		—		—		12,688
✓ Change in control (regardless of whether executive’s employment terminates)		—		—		—		8,965(2)		—		—		8,965
John S. Weinberg
✓ Termination due to death, disability, termination by us without “cause” or resignation for “good reason”		—		—		—		78,181(3)		35,000(4)		—		113,181
✓ Change in control (regardless of whether executive’s employment terminates)		—		—		—		78,181(3)		35,000(4)		—		113,181
Roger C. Altman
✓ Termination due to death or disability				5,000(5)		—		12,655(6)		—		—		17,655
✓ Termination by us without “cause” or by the executive for “good reason” or if we elect not to extend term (“Qualifying Terminations”)		13,667(7)		5,000(5)		15(8)		12,655(6)		—		—		31,337
✓ Qualifying Termination within six months prior to or anytime following a change in control		20,500(9)		5,000(5)		23(10)		12,655(6)		—		13,258(11)		51,436
✓ Change in control (regardless of whether executive’s employment terminates)		—		—		—		12,655(6)		—		—		12,655
Robert B. Walsh
✓ Change in control (regardless of whether executive’s employment terminates), termination due to death or disability, or termination by us without cause		—		—		—		3,288(12)		—		—		3,288
Andrew Sibbald
✓ Change in control (regardless of whether executive’s employment terminates), termination due to death or disability, or termination by us without cause		—(13)		—		—		7,834(14)		—		—		7,834

(1) This amount represents the value of 184,694 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 30, 2016 ($68.70).

Page 47

(2) This amount represents the value of 130,491 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 30, 2016 ($68.70).

(3) This amount is equal to the sum of (i) $50,700,600, representing the value of 738,000 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 30, 2016 ($68.70), and (ii) $27,480,000, representing the unvested portion of Mr. Weinberg’s Class I-P units in the Partnership, based on the closing price of our Class A common stock on December 30, 2016 ($68.70), which reflects the achievement of the performance vesting conditions applicable to such units (upon vesting, such Class I-P units would become convertible into Class I units and, following conversion, exchangeable into shares of our Class A common stock).

(4) This amount represents the unvested portion of Mr. Weinberg’s initial cash award, at target value. Mr. Weinberg’s initial cash award is payable in a lump sum upon a change in control, but otherwise would be payable on its original payment schedule.

(5) This amount consists of Mr. Altman’s annual bonus for the 2016 fiscal year; Mr. Altman would otherwise be required to remain employed through the bonus payment date in order to receive these amounts. Note that approximately 50% of the annual bonus payable to Mr. Altman would have been paid in the form of restricted securities, subject to time-based vesting over a period of up to four years, but we have assumed for illustrative purposes only that when paid in connection with a severance event, Mr. Altman would have been paid the entire annual bonus in cash with no grants of equity securities subject to vesting.

(6) This amount represents the value of 184,202 otherwise unvested RSUs based on the closing price of our Class A common stock on December 30, 2016 ($68.70).

(7) This amount is equal to two times the greater of: (i) the sum of (A) Mr. Altman’s base salary and (B) Mr. Altman’s average annual bonus for the three most recently completed fiscal years; or (ii) the average of the aggregate amount of cash compensation payable to our three most highly paid executive officers in the fiscal year preceding the year of termination.

(8) This amount represents the estimated present value of the employer-paid portion of premium payments for 24 months of medical, dental and vision insurance coverage.

(9) This amount is equal to three times the greater of: (i) the sum of (A) Mr. Altman’s base salary and (B) Mr. Altman’s average annual bonus for the three most recently completed fiscal years; or (ii) the average of the aggregate amount of cash compensation payable to our three most highly paid executive officers in the fiscal year preceding the year of termination.

(10) This amount represents the estimated present value of the employer-paid portion of premium payments for 36 months of medical, dental and vision insurance coverage.

(11) If payments or benefits provided to Mr. Altman in connection with a change in control result in an “excess parachute payment” excise tax being imposed on Mr. Altman, he is entitled to a gross-up payment equal to the amount of the excise tax, as well as the excise tax and income tax on the gross-up payment. This amount represents the estimated gross-up payment that would be made to Mr. Altman in the event his employment is terminated by us without “cause” or by Mr. Altman for “good reason” on December 31, 2016, within six months prior to or anytime following a change in control. The actual amount of a gross-up payment, if any, will depend on the facts in existence at the time of any change in control and/or employment termination.

(12) This amount represents the value of 47,857 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 30, 2016 ($68.70).

(13) Pursuant to his employment agreement, Mr. Sibbald is entitled to 6 months’ prior notice of a termination of employment. We may pay Mr. Sibbald his base compensation and provide other customary benefits in lieu of providing such notice. However, we have assumed for purposes of this table that Mr. Sibbald had been provided with notice of termination no later than June 30, 2016.

(14) This amount represents the value of 114,027 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 30, 2016 ($68.70).

Employment Agreements and Awards

Employment Agreement with Mr. Altman

Pursuant to the terms of Mr. Altman’s employment agreement, Mr. Altman will have automatic, successive one-year extensions of his employment expiring on August 10 of the relevant year, unless either party gives the other 60 days’ prior notice that the term will not be extended.

Mr. Altman’s employment agreement provides for an annual base salary of $500,000 and an annual bonus as determined in the discretion of the Compensation Committee. According to Mr. Altman’s employment agreement, up to 50% of the annual bonus payable to him may be payable in the form of our restricted securities, with such restricted securities vesting in four equal annual installments (or at such faster rate and subject to acceleration upon certain specified events as may be applicable to restricted securities issued in the same fiscal year to our other SMDs).

Pursuant to his employment agreement, if Mr. Altman’s employment terminates prior to the expiration of the term due to his death or disability, he would be entitled to receive (1) any base salary earned but unpaid through the date of termination; (2) reimbursement for any unreimbursed business expenses properly incurred by him; (3) such employee benefits, if any, to which he may be entitled under our employee benefit plans (the payments and benefits described in (1) through (3) are referred to as the “accrued rights”); (4) lump sum payments equal to his earned but unpaid annual bonus, if any, payable in respect of the fiscal year immediately preceding the fiscal year in which the termination occurs, to be paid when such bonus would have otherwise been payable had his employment not terminated; and (5) a pro-rated portion of the annual bonus, calculated based on the number of months (and any fraction thereof) he is employed during the fiscal year in which a termination of employment occurs and in respect of which such bonus is payable, relative to 12 months.

If Mr. Altman’s employment is terminated prior to the expiration of the term (or such extension thereof) by us without “cause” (as defined below) or by him for “good reason” (as defined below) or if we elect not to extend the term (each a “qualifying termination”), he would be entitled, subject to his compliance with specified restrictive covenants, to (A) a lump sum payment equal to two times (three times in the case of a qualifying termination that occurs on or following our “change in control” (as defined in the employment agreement)) the greater of (x) the sum of (1) his annual base salary and (2) his average annual bonus for the three most recently completed fiscal years and (y) the average of the aggregate amount of cash compensation payable to our three most highly paid executives in the most recently completed fiscal year; (B) any “accrued rights” (as defined above); (C) lump sum payments equal to Mr. Altman’s earned but unpaid annual bonus, if any, payable in respect of the fiscal year immediately

Page 48

preceding the fiscal year in which the termination occurs, to be paid when such bonuses would have otherwise been payable had Mr. Altman’s employment not terminated; and (D) a pro-rated portion of the annual bonus, calculated based on the number of months (and any fraction thereof) Mr. Altman is employed during the fiscal year in which a termination of employment occurs and in respect of which such bonus is payable, relative to 12 months. Mr. Altman would also be entitled to receive continued coverage for himself and his spouse and dependents under our medical plans for two years (three years in the case of a qualifying termination that occurs on or following a change in control), subject to payment by him of the same premiums he would have paid during such period of coverage if he were an active employee. Any termination by us without cause within six months prior to the occurrence of a change in control would be deemed to be a termination of employment on the date of such change in control. The severance benefits payable to Mr. Altman are conditioned on his continued compliance with specified confidentiality, non-solicitation and proprietary information covenants following his termination of employment with us. For purposes of Mr. Altman’s employment agreement, “cause” means the occurrence of: (1) Mr. Altman’s breach of a material obligation under the governing documents of our entities, (2) Mr. Altman’s conviction of, or plea of guilty or nolo contendere in respect of, any felony, (3) Mr. Altman’s perpetration of a fraud against us, (4) Mr. Altman’s willful and continued failure to perform his duties to us or (5) any willful misconduct by Mr. Altman which could reasonably have an adverse effect on his ability to function as our employee or on our business or reputation. For purposes of Mr. Altman’s employment agreement, “good reason” means: (1) our failure to pay Mr. Altman’s base salary and annual bonus (if such amounts become payable to Mr. Altman), (2) any diminution in Mr. Altman’s title or authority with us, (3) our failure to provide Mr. Altman with the employee benefits or perquisites provided for in the employment agreement, or (4) the failure to re-elect him as a member of the Board.

In the event of a termination of Mr. Altman’s employment which is not a qualifying termination or a termination due to his death or disability (including if Mr. Altman resigns without good reason), Mr. Altman would be entitled to receive any “accrued rights” (as defined above).

Mr. Altman has also entered into confidentiality, non-solicitation and proprietary information agreements with us. Pursuant to these agreements, he is subject to a covenant not to (1) compete with us while employed and for 24 months following his termination of employment for any reason and (2) solicit our employees, consultants and certain actual and prospective clients while employed and for 12 months following his termination of employment for any reason, in each case, subject to certain specified exclusions.

If a dispute arises out of the employment agreement with Mr. Altman, we would pay his reasonable legal fees and expenses incurred in connection with such dispute if he prevails on substantially all issues in dispute.

In addition, if payments or benefits provided to Mr. Altman under an employment agreement or any other plan or agreement in connection with a change in control result in an “excess parachute payment” excise tax being imposed on him, he would be entitled to a gross-up payment equal to the amount of the excise tax, as well as the excise tax and income tax on the gross-up payment.

Employment Agreement with Mr. Schlosstein

Mr. Schlosstein’s employment agreement with us ended in accordance with its terms on May 21, 2014. Mr. Schlosstein continues to be employed by us as an at will employee.

In connection with his employment agreement, Mr. Schlosstein also entered into a confidentiality, non-solicitation and proprietary information agreement with us that remains in effect. Pursuant to this agreement, Mr. Schlosstein is subject to a covenant not to (1) compete with us while employed and for 12 months following his termination of employment for any reason and (2) solicit our employees, consultants and certain actual and prospective clients while employed and for 12 months following his termination of employment for any reason, in each case, subject to certain specified exclusions. Notwithstanding the foregoing, in the event of a termination of Mr. Schlosstein’s employment without cause or for good reason, the non-competition and non-solicitation restrictions will only apply for six months and only if we elect to pay Mr. Schlosstein’s base salary and provide continued medical plan coverage during such period.

In addition, if a dispute arises out of the employment agreement with Mr. Schlosstein, we would pay Mr. Schlosstein’s reasonable legal fees and expenses incurred in connection with such dispute if he prevails in substantially all material respects on the issues presented for resolution.

Page 49

Special Equity Award for Mr. Schlosstein

The Compensation Committee, on January 29, 2013, agreed to grant to Mr. Schlosstein, in accordance with and pursuant to the terms of the 2006 Plan, 50,000 RSUs, subject to a performance-based vesting condition (which has been met) and a time-based vesting condition, each as described below. Such grant was made pursuant to a separate award agreement.

In particular, since the performance-based vesting condition that the Company’s stock price close at or above $45 for 20 consecutive trading days has been met, the RSUs vested in January 2017, on the fourth anniversary of the grant date.

Schedule of Terms with Mr. Sibbald

In connection with the 2011 acquisition of Lexicon, we entered into a Schedule of Terms with Mr. Sibbald. Pursuant to such Schedule of Terms and related agreements, Mr. Sibbald became a member and CEO of Evercore International.

Mr. Sibbald is entitled to take such monthly drawings as advised by the Executive Committee of Evercore International, from time to time, subject to a minimum monthly drawing of £20,833 (approximately $28,229 based on an exchange rate for 2016 of £0.738 to U.S. $1.00). The Executive Committee of Evercore International is solely responsible in its absolute discretion for determining Mr. Sibbald’s share of the distributable cash of Evercore International. Evercore International will also pay 17.5% of his monthly drawing into a proposed pension plan selected by Mr. Sibbald, subject to tax limits that may apply from time to time, and provide death in service benefits equal to four times his annual drawings and other health and welfare benefits offered to other members.

Mr. Sibbald may elect to terminate his membership with or without “good reason” (as defined below) upon six months’ prior written notice to Evercore International, and Evercore International may terminate Mr. Sibbald’s membership without “cause” (as defined below) by providing six months’ prior written notice to him. Upon a termination, Evercore International may elect to pay Mr. Sibbald in lieu of part or all of any notice. This payment will consist of Mr. Sibbald’s permitted drawings and other customary benefits as provided for in the Schedule of Terms. Evercore International may terminate Mr. Sibbald’s membership for cause with no notice.

For purposes of Mr. Sibbald’s Schedule of Terms, “good reason” means the occurrence of (1) a reduction in Mr. Sibbald’s drawings or the other benefits provided for in his Schedule of Terms or a diminution in his title or status (such that he is no longer a SMD); (2) Mr. Sibbald’s dismissal, if the Executive Committee so determines, for not participating in a capital call in accordance with the Evercore International Deed; (3) Mr. Sibbald’s removal from office as CEO of Evercore International, or chairman of Evercore International, or Executive Committee representative of Evercore International without such removal having first been ratified by the Executive Committee; (4) a material, unremedied breach by Evercore International or its corporate members of the terms of the Evercore International Deed or Mr. Sibbald’s Schedule of Terms; (5) any other circumstances that, were Mr. Sibbald an employee of Evercore International, would amount to a fundamental breach of his contract of employment; or (6) any other circumstance which a Queen’s Counsel of at least 25 years’ call who specializes in employment law confirms would have had a real prospect of success as a claim for dismissal for good reason had Mr. Sibbald been an employee of Evercore, Evercore International or any of their respective affiliates; however, neither removal from any directorship of Evercore International or any of its subsidiaries or from any regulatory office which Mr. Sibbald performs pursuant to certain rules or regulations, nor the making of any amendments to the terms and conditions of his benefits provided for in his Schedule of Terms to the extent required to comply with changes in all applicable law and regulation, would be deemed to be good reason.

In addition, for purposes of Mr. Sibbald’s Schedule of Terms, “cause” means the occurrence of (1) a material breach by Mr. Sibbald of his Schedule of Terms or the Evercore International Deed or any other material breach by Mr. Sibbald of his duties; (2) Mr. Sibbald’s failure to pay over or refund to Evercore International any money for which he is accountable to Evercore International in excess of £5,000 (approximately $6,775, based on an exchange rate for 2016 of £0.738 to U.S. $1.00) within 14 days after being required in writing to do so by the executive committee; (3) Mr. Sibbald becoming subject to the bankruptcy laws or entering into any composition or arrangement with or for the benefit of his creditors; (4) Mr. Sibbald acting in any respect contrary to the good faith or goodwill which ought to be observed between members of Evercore International or in a manner tending to bring Evercore International into disrepute that, in any such case, has a material adverse effect on the business; (5) Mr. Sibbald being absent from the business for a material period of time on a material number of occasions; (6) Mr. Sibbald misusing confidential information in a manner that has a material adverse effect on the business; (7) Mr. Sibbald’s (a) conviction of an offense under any law or regulation relating to insider dealing or, through any act or omission on his part, breached or caused Evercore International to breach any securities laws, or any rules or regulations to which Evercore International is or may be

Page 50

bound, in a manner that has a material adverse effect on the business, (b) breach of the provisions of the Evercore International compliance manual in a manner which has a material adverse effect on the business, (c) conviction of a criminal offense or being reasonably suspected by the CEO of the Company after having made all reasonable enquiries, of being guilty of fraud, theft, criminal damage or willful dishonesty, (d) abuse of alcohol in the course of conducting the business or while on the premises of Evercore International or (e) assault on any person during the conduct of his duties or while on the premises of the Company, Evercore International or any of their respective affiliates or any client of the Company, Evercore International or any of their respective affiliates; (8) Mr. Sibbald committing arson of property or sabotage of machinery and/or materials which are on the premises of or belong to the Company, Evercore International or any of their respective affiliates or any client of the Company, Evercore International or any of their respective affiliates or any act or omission constituting unlawful discrimination (directly, indirectly or by association) on grounds of sex, race, disability, age, sexual orientation or religion or belief, or harassment on any of these grounds; (9) Mr. Sibbald giving false information on employment, health and previous experience relevant to his appointment as a member of Evercore International; or (10) following receipt of a written warning from the CEO of the Company, Mr. Sibbald failing to remedy within 10 business days what the CEO of the Company and a supermajority of the senior SMDs acting fairly, reasonably, on a fully informed basis and in good faith conclude was a deliberate and unreasonably continuous disregard of his fundamental obligation to commit time and effort to the performance of his duties pursuant to the Evercore International Deed of such magnitude as to justify his summary dismissal.

If Mr. Sibbald’s service is terminated due to his death, permanent incapacity, being removed without cause (which includes constructive termination) or qualifying retirement, or if Mr. Sibbald terminates his service with Evercore International in connection with our failure to provide Evercore International sufficient regulatory capital, working capital or insurance coverage or another material breach of provisions of the Evercore International Deed, then he would be deemed to be a “good leaver” and in all other circumstances, he would be deemed to be a “bad leaver.” If Mr. Sibbald is deemed to be a good leaver, he will be entitled to retain any unvested deferred compensation and if Evercore has also committed a material breach of the Evercore International Deed, then he will be released from his post-membership restrictive covenant obligations.

Under the Schedule of Terms, Mr. Sibbald agreed to specified restrictive covenants. During his membership (including the six-month notice periods discussed above) and, until the vesting of all of the unvested restricted shares that Mr. Sibbald will receive in accordance with the Lexicon Agreement, for six months afterwards, Mr. Sibbald is subject to a covenant not to (1) compete with us, Evercore International or any of our and Evercore International’s respective affiliates and (2) solicit our or their employees, and certain actual and prospective clients, in each case, subject to specified exclusions. Notwithstanding the foregoing, in the event Mr. Sibbald elects to terminate the Schedule of Terms for good reason, he would no longer be subject to the notice requirements and restrictive covenants, if at the time of such termination there are no circumstances which would give Evercore International grounds for his dismissal for cause.

Mr. Sibbald is also subject to standard confidentiality and proprietary information covenants set forth in the Schedule of Terms.

Employment Agreement with Mr. Weinberg

Mr. Weinberg’s employment agreement provides for a term continuing until March 1, 2023, and annual compensation as follows: (1) an annual base salary in an amount equal to the greater of (x) $500,000 and (y) the then current annual base salary of Mr. Schlosstein, and (2) an annual bonus, with the actual bonus award payable to be determined in the sole discretion of the Compensation Committee based on the achievement of pre-established performance criteria established by the Compensation Committee, on terms no less favorable than those applicable to Mr. Schlosstein. Following Mr. Schlosstein’s retirement or termination, Mr. Weinberg’s threshold, target and maximum bonus opportunity shall be no less favorable than as applicable to Mr. Weinberg prior to such retirement or termination, and Mr. Weinberg’s bonus will be determined on a basis no less favorable than that applicable to the other executive officers of the Company. A percentage of Mr. Weinberg’s annual bonus, to be determined in the discretion of the Compensation Committee (but which percentage shall be the same percentage payable to Mr. Schlosstein or, following Mr. Schlosstein’s retirement or termination, the other executive officers of the Company) will be delivered in the form of deferred compensation.

Pursuant to his employment agreement, Mr. Weinberg received an initial sign-on restricted cash award with a target payment amount of $35 million, of which $11 million is scheduled to vest on March 1, 2019 and $6 million is scheduled to vest on each of the first four anniversaries of March 1, 2019, subject to Mr. Weinberg’s continued employment through each such vesting

Page 51

date except as noted below. The Compensation Committee has discretion to increase or decrease the amount payable on each vesting date based on performance criteria to be discussed with Mr. Weinberg and determined by the Compensation Committee at least annually. The Compensation Committee may not, however, without Mr. Weinberg’s consent, increase the amount payable on any applicable vesting date to more than 200% of the target amount or decrease the amount payable by more than 25% of the target amount. In the event of a “change in control” (as defined in the 2016 Plan), the initial cash award will vest in full at the target payment amount.

In addition to the foregoing, Mr. Weinberg will be entitled to participate in all Company employee benefit programs on terms no less favorable than those generally provided to Mr. Schlosstein (or, following Mr. Schlosstein’s retirement or termination, other executive officers of the Company).

The employment agreement further provides that if Mr. Weinberg’s employment is terminated by us without “cause,” by Mr. Weinberg for “good reason” or as a result of death or “disability” (each as defined in the employment agreement), then, subject to his execution, delivery and non-revocation of a release of claims with respect to the Company and its affiliates, Mr. Weinberg will be entitled to receive, in addition to certain accrued rights, (i) to the extent not already vested, full vesting of his initial RSU award (as described below); (ii) to the extent not already vested and paid, full vesting of his initial cash award, which shall be paid in accordance with the original payment schedule (with the Company to determine in good faith the amounts payable pursuant to the initial cash award based on the performance criteria established with respect to each vesting tranche); and (iii) full satisfaction of the service vesting condition applicable to his Class I-P units, with the Class I-P units remaining outstanding for one year, during which time the applicable performance vesting conditions may be satisfied. In addition, Mr. Weinberg is entitled to receive his annual bonus for any completed fiscal year preceding the termination date, provided that the Company may issue up to 50% of such amount in shares of fully-vested Class A common stock.

Notwithstanding the foregoing, if Mr. Weinberg retires on or after May 1, 2019 and satisfies the six month prior written notice requirement associated with retirement eligibility in this case, Mr. Weinberg will be deemed to have satisfied the service requirements necessary for full vesting of the initial cash award, and Mr. Weinberg is entitled to be paid the relevant cash amounts (to be determined in good faith by the Company based on the performance criteria established with respect to each vesting tranche) in accordance with the original payment schedule. Further, if Mr. Weinberg retires on or following January 15, 2022 and satisfies the one year prior written notice requirement associated with retirement eligibility in this case, Mr. Weinberg will be deemed to have satisfied the age and service requirements necessary for full vesting of all deferred compensation and then-unvested equity awards (including equity awards granted to Mr. Weinberg in respect of his annual bonuses, if any, and his initial RSU award and Class I-P units), with such deferred compensation and equity awards generally to be paid out or settled, as applicable, in accordance with the original payment or vesting schedule. The right to receive the initial cash award, deferred compensation and equity awards following retirement is subject to continued compliance with the restrictive covenants set forth in his restrictive covenant agreement (as described below), regardless of whether the applicable time limits have otherwise expired.

In connection with the Employment Agreement, Mr. Weinberg also entered into a confidentiality, non-solicitation and proprietary information agreement with the Company. Pursuant to this agreement, Mr. Weinberg is subject to a covenant not to (i) compete with the Company or its affiliates while employed and for 12 months following his termination of employment for any reason and (ii) solicit our employees, consultants and certain actual and prospective clients while employed and for 12 months following his termination of employment for any reason, in each case, subject to certain specified exclusions. This agreement also contains a covenant not to disclose confidential information and an assignment of property rights provision.

Special One-Time Equity and Partnership Unit Awards to Mr. Weinberg

The Company granted 900,000 RSUs to Mr. Weinberg in connection with his employment with the Company as its Executive Chairman. This one-time grant of RSUs is subject to the terms of the RSU award agreement entered into on November 15, 2016 with Mr. Weinberg and are generally governed by terms and conditions identical to those of the 2016 Plan (to the extent such terms and conditions do not conflict with the RSU award agreement). Subject to Mr. Weinberg remaining in continuous service with the Company through the applicable vesting date, the RSUs are scheduled to vest 18% on December 31, 2016, 14% on each of the first four anniversaries of March 1, 2017, and 26% on March 1, 2022. In addition, any otherwise unvested RSUs shall become fully vested upon (i) a “change in control” (as defined in the 2016 Plan), (ii) Mr. Weinberg’s death or “disability” (as defined in the 2016 Plan), (iii) a termination of Mr. Weinberg’s employment by the Company without “cause” or Mr. Weinberg’s resignation for “good reason,” (each as defined in Mr. Weinberg’s employment agreement) or (iv) Mr. Weinberg’s retirement on or following January 15, 2022 (subject to satisfying the one year prior written notice requirement). The RSUs are entitled to dividend equivalent rights, which will be subject to the same terms and conditions (including the same vesting and

Page 52

delivery schedule) as the underlying RSUs. If Mr. Weinberg violates the terms of his restrictive covenant agreement with the Company he will immediately forfeit any remaining RSUs for which shares of Class A common stock have not yet been delivered (including any dividend equivalent rights in respect of such RSUs). The RSUs were awarded outside the 2016 Plan in reliance on the employment inducement exception provided under Section 303A.08 of the New York Stock Exchange Listed Company Manual.

In addition, on November 15, 2016, the Company, the Partnership and Mr. Weinberg entered into an incentive subscription agreement pursuant to which Mr. Weinberg subscribed for a one-time grant of 400,000 Class I-P units, which are structured as “profits interests” under applicable tax rules, and one share of Class B common stock of the Company, which share will entitle Mr. Weinberg to one vote for each partnership unit then held by Mr. Weinberg. The Class I-P units convert into a specified number of Class I units upon satisfaction of both service vesting conditions and performance vesting conditions. The service vesting conditions will be satisfied if Mr. Weinberg remains a full-time employee in good standing through March 1, 2022 or, if prior to the such date, (i) Mr. Weinberg’s employment with the Company terminates due to death or “disability” (as defined in the 2016 Plan), (ii) Mr. Weinberg’s employment is terminated by the Company without “cause,” (as defined in his employment agreement) (iii) Mr. Weinberg resigns for “good reason” (as defined in his employment agreement) or (iv) Mr. Weinberg retires on or following January 15, 2022 (each such event, a “qualifying termination”). The performance vesting conditions will be satisfied if, at any time after the grant date but prior to the earlier of March 1, 2022 and the first anniversary of a qualifying termination, the average of the high and low price of the Company’s Class A common stock on a trading day meets or exceeds the following thresholds:

• 200,000 Class I-P units will be eligible to vest and convert into 200,000 Class I units if the stock price is equal to or greater than $65 for 20 consecutive trading days (which occurred during 2016); and

• 200,000 Class I-P units will be eligible to vest and convert into 200,000 Class I units if the stock price is equal to or greater than $75 for 20 consecutive trading days (which occurred during 2017).

Notwithstanding anything in the foregoing to the contrary, in the event of a change in control (as defined in the 2016 Plan), the service vesting condition shall be satisfied and the performance vesting condition may be satisfied (in full or in part) based on the value of the per share consideration paid in such change in control or, as applicable, the per share value of Class A common stock implied by such transaction. Subject to compliance with applicable tax guidance with respect to profits interests, immediately prior to a change in control, the Class I-P units will vest and automatically convert into the number of Class I units that would be issuable if the performance vesting condition was satisfied based on a stock price equal to the transaction price plus $10.00. The Class I-P units are subject to forfeiture in the event of a breach of the terms of Mr. Weinberg’s restrictive covenant agreement. The Class I-P units were awarded outside any stockholder approved equity-compensation plan in reliance on the employment inducement exception described above.

Evercore Annual Equity Awards

Our RSUs granted in connection with bonuses vest in substantially equal annual installments over four years, subject to accelerated vesting upon death, disability, change in control, qualifying retirement and termination without cause. When deferred compensation is awarded in the form of RSUs, the RSUs include dividend equivalent rights payable in the form of cash or additional RSUs, at the Company’s election, which cash or additional RSUs will vest and be settled on the same terms as the original RSUs to which they relate.

The RSUs will continue to be paid (or released from restriction) on the original vesting schedule following a qualifying retirement as long as the recipient complies with his or her non-competition commitments, gives one year’s advanced notice of his or her decision to retire and, at the time of retirement, (a) is at least 55 years old and has completed at least five years of continuous service with the Company and (b) his or her age plus years of service exceeds 65. If a qualified retiree violates his or her non-competition commitments at any time before a scheduled release date, the undelivered shares will be forfeited. Because the general vesting period of these awards is four years, this will provide an incentive for qualified retirees to refrain from competition or client solicitation for up to four years.

The vesting of deferred compensation awards is also subject to accelerated vesting upon a termination of the recipient’s service by us without “cause,” subject to his or her execution of a general release of claims against us and our affiliates. For this purpose, “cause” for U.S. partners and employees generally means (1) the employee’s material breach of any restrictive covenants or any of our published policies (including our Code of Ethics); (2) any act or omission by the employee that causes us or the employee to be subject to discipline under any law, rule or regulation related to our business, or any rule of any exchange or

Page 53

association of which we are a member; (3) the employee’s conviction of, or plea of guilty or no contest to, any felony; (4) the employee’s participation in any fraud or embezzlement; (5) gross negligence or willful misconduct by the employee in the course of employment or the employee’s deliberate and continuous disregard of his or her material duties; or (6) the employee’s commission of any act or making of any statement that impairs, impugns, denigrates, disparages or otherwise negatively reflects on us or our reputation or business interests. For non-U.S. partners and employees, the cause definition is substantively similar.

The RSUs are subject to the terms of our clawback policy and our anti-hedging and anti-pledging policies.

Page 54

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

In accordance with the requirements of Section 14A of the Exchange Act and Exchange Act Rule 14a-21(a), we are including in the Proxy Statement a separate resolution to approve, in a non-binding, stockholder advisory vote, the compensation paid to our NEOs as disclosed on pages 33-54. In 2011, our stockholders approved, on a non-binding, advisory basis, holding these non-binding, stockholder advisory votes on our executive compensation program once every three years. This vote represents our third non-binding, stockholder advisory vote on executive compensation.

Our stockholders overwhelmingly approved our executive compensation in the last advisory vote in 2014 with over 95% of voted shares cast in favor.

While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote in making future compensation decisions.

The language of the resolution is as follows:

“RESOLVED, that the compensation paid to the company’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.”

In voting on this item, we urge stockholders to review the features of our executive compensation
program, our 2016 performance and the Compensation Committee’s 2016 determinations, as
described under the heading “Compensation of our Named Executive Officers,” including the
Compensation Discussion and Analysis beginning on page 33 of this proxy statement.

✓        Our Board recommends that you vote “FOR” this resolution.

Proxies will be voted FOR the approval of the resolution unless otherwise specified.

Page 55

PROPOSAL 3—NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING VOTES ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are submitting for stockholder consideration a separate resolution to determine, in a non-binding advisory vote, whether a stockholder vote to approve the compensation paid to our Named Executive Officers (that is, votes similar to the non-binding, advisory vote in Proposal 2 on page 55) should occur every one, two or three years.

In 2011, our stockholders approved, on a non-binding, advisory basis, holding these non-binding, stockholder advisory votes on our executive compensation program once every three years, and the Board approved a policy consistent with the stockholder recommendation. This vote represents our second non-binding, stockholder advisory vote on the frequency of non-binding votes on executive compensation.

While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.

The Board believes that having a non-binding vote on executive compensation every year is the best approach for the Company and its stockholders based on a number of considerations, including the following:

• Input from our stockholders as part of our outreach and engagement efforts;

• Developments in market practice in the six years since our last frequency vote; and

• The value that the Board places on getting stockholder feedback on executive compensation both through the say on pay vote as well as through the Company’s extensive stockholder engagement efforts that take place in the period preceding the say on pay vote.

✓        Our Board recommends that you vote for “ONE YEAR” with respect to how frequently a non-binding advisory stockholder vote to approve the compensation of our Named Executive Officers should occur.

Proxies will be voted for “ONE YEAR” unless otherwise specified.

Page 56

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on our review and discussion with management, we recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement issued in connection with our Annual Meeting and in our Form 10-K.

Compensation Committee

Robert B. Millard, Chairman

Francois de Saint Phalle

Curt Hessler

Willard J. Overlock, Jr.

The information in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filings.

Page 57

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 20, 2017, information regarding the beneficial ownership of Evercore LP limited partnership units and our Class A common stock and Class B common stock held by (1) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of Class A common stock or Class B common stock, (2) each of our directors, (3) each of our NEOs and (4) all of our current directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, and thus the 12,355 shares of our Class A common stock that will be delivered in respect of RSUs that will vest within 60 days of April 20, 2017 to certain individuals are deemed outstanding for calculating the percentage of outstanding shares of the person holding such RSUs, but are not deemed outstanding for calculating the percentage of any other person. Similarly, with respect to Mr. Hyman, the 1,305,747 shares of our Class A common stock underlying his currently exchangeable Class E units are deemed outstanding for calculating the percentage of outstanding shares for the calculation of all directors and executive officers as a group, but are not deemed outstanding for calculating the percentage of any other person. Percentage of beneficial ownership is based upon (1) 41,048,793 shares of our Class A common stock issued and outstanding and (2) 4,290,519 votes associated with Class B common stock and Evercore LP Class A and Class I-P limited partnership units outstanding, excluding general partnership units held by the Company, in each case, as of April 20, 2017. All holders of Evercore LP Class A and Class I-P limited partnership units hold one or more shares of our Class B common stock. To our knowledge, except as set forth in the footnotes to this table, and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise indicated, the address of each of the persons in this table is as follows: c/o Evercore, 55 East 52^nd Street, 38^th floor, New York, New York 10055.

	Shares of Class A Common Stock Beneficially Owned				Evercore Class A and Class I-P LP Limited Partnership Units Beneficially Owned†				Shares of Class B Common Stock Beneficially Owned
Name of Beneficial Owner	Number of Shares of Class A Common Stock		Percentage of Class A Common Stock		Number of Evercore Class A and Class I-P  LP Units		Percentage of Evercore Class A and Class I-P LP Units		Number of Shares of Class B Common Stock Beneficially Owned††		Total Combined Voting Power of Evercore
5% Stockholders
BlackRock, Inc.(1)		4,725,754		11.5%		—		—		—		10.4%
The Vanguard Group(2)		2,929,579		7.1%		—		—		—		6.5%
Wellington Management Group LLP(3)		2,170,955		5.3%		—		—		—		4.8%
Directors
Roger Altman(4)		90,991		*		1,046,320		24.4%		2		2.5%
Richard I. Beattie(5)		24,630		*		—		—		—		*
Francois de Saint Phalle(5)		63,090		*		—		—		—		*
Gail B. Harris(5)		42,718		*		—		—		—		*
Curt Hessler(5)		18,090		*		—		—		—		*
Robert Millard(5)		43,332		*		—		—		—		*
Willard J. Overlock, Jr.(5)		3,623		*		—		—		—		*
Sir Simon M. Robertson		—		*		—		—		—		*
Ralph L. Schlosstein(6)		—		*		1,127,644		26.3%		2		2.5%
John S. Weinberg(7)		80,501		*		400,000		9.3%		1		1.1%
William J. Wheeler(5)		3,582		*		—		—		—		*
Named Executive Officers who are not Directors
Andrew Sibbald(8)		25,915		*		—		—		—		*
Robert Walsh(9)		84,482		*		—		—		—		*
Directors and Executive Officers as a Group (15 Persons)(10)		1,851,661		4.4%		2,652,722		61.8%		6		9.7%

* Less than 1%.

(†) The Class A limited partnership units of Evercore LP are exchangeable for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Beneficial ownership of Class A limited partnership units of Evercore LP reflected in this table has not also been reflected as beneficial ownership of the shares of our Class A common stock for which such units may be exchanged.

(††) Each holder of Class B common stock, as such, is entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each Evercore LP Class A limited partnership unit held by such holder.

Page 58

(1) Based on information set forth in the Schedule 13G/A, filed January 12, 2017 (the “BlackRock 13G/A”), filed with the SEC by BlackRock. The address of BlackRock is 55 East 52^nd Street, New York, New York 10055. According to the BlackRock 13G/A, BlackRock has sole voting power over 4,589,722 shares and sole dispositive power over 4,725,754 shares.

(2) Based on information set forth in the Schedule 13G/A, filed February 9, 2017 (the “Vanguard 13G/A”), filed with the SEC by The Vanguard Group (“Vanguard”). The address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. According to the Vanguard 13G/A, Vanguard has sole voting power over 77,599 shares, shared voting power over 4,262 shares, sole dispositive power over 2,849,718 shares and shared dispositive power over 79,861 shares.

(3) Based on information set forth in the Schedule 13G/A, filed February 9, 2017 (the “Wellington 13G/A”), filed with the SEC by Wellington Management Group LLP (“Wellington”). The address of Wellington is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210. According to the Wellington 13G/A, Wellington has shared voting power over 1,989,489 shares and shared dispositive power over 2,170,955 shares.

(4) Some of the Evercore LP Class A limited partnership units, shares of Class A common stock and shares of Class B common stock listed as beneficially owned by Mr. Altman are held by trusts benefiting his family and as to which Mr. Altman has voting and/or investment power. Mr. Altman disclaims beneficial ownership of the Evercore LP limited partnership units, shares of Class A common stock and shares of Class B common stock held by these trusts. Does not include 146,152 unvested RSUs granted to Mr. Altman under the 2006 Plan and the 2016 Plan.

(5) Includes 1,765 unvested RSUs granted to each non-management director as director compensation that will vest within 60 days of April 20, 2017.

(6) 200,000 of the 1,127,644 Evercore LP Class A limited partnership units reflected in the table above are held in trust for the benefit of Mr. Schlosstein’s family and as to which Mr. Schlosstein has voting and/or investment power. Mr. Schlosstein disclaims beneficial ownership of these limited partnership units. Does not include 117,508 unvested RSUs granted to Mr. Schlosstein under the 2006 Plan and the 2016 Plan.

(7) Does not include 738,000 unvested RSUs granted to Mr. Weinberg under his RSU agreement dated November 15, 2016.

(8) Does not include 114,677 unvested RSUs granted to Mr. Sibbald under the 2006 Plan and the 2016 Plan.

(9) Does not include 42,565 unvested RSUs granted to Mr. Walsh under the 2006 Plan and the 2016 Plan.

(10) Includes 1,305,747 shares of Class A common stock that may be received by Mr. Hyman upon exchange of currently exchangeable Class E limited partnership units held by him through two corporations that he controls, ISI Holding, Inc. and ISI Holding II, Inc. ISI Holding, Inc. holds a total of 1,538,269 Class E Units (of which 1,301,568 are currently exchangeable), and also holds 179,319 Class G interests and 2,044,236 Class H interests of Evercore LP. ISI Holding II, Inc. holds a total of 4,939 Class E Units (of which 4,179 are currently exchangeable), and also holds 575 Class G interests and 6,563 Class H interests of Evercore LP.

Page 59

REPORT OF THE AUDIT COMMITTEE

The duties and responsibilities of the Audit Committee are set forth in our Audit Committee Charter which can be found on our website, www.evercore.com, under the Investor Relations link. The Audit Committee has:

✓ selected the independent registered public accounting firm to audit our books and records;

✓ reviewed and discussed our audited financial statements for 2016 with management and with Deloitte, our independent registered public accounting firm, and has held, as appropriate, executive sessions with Deloitte without the presence of management;

✓ discussed with our independent registered public accounting firm the matters required by the applicable standards of the Public Company Accounting Oversight Board in Rule 3200T, including the quality of our accounting principles, the reasonableness of management’s significant judgments and the clarity of disclosures in the financial statements; and

✓ received from Deloitte the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with Deloitte its independence.

In performing all of these functions, the Audit Committee acts in an oversight capacity. The Audit Committee reviews our respective quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the SEC. In its oversight role, the Audit Committee relies on the work and assurances of:

✓ our management, which has the primary responsibility for establishing and maintaining adequate internal control over financial reporting and for preparing the financial statements, and other reports; and

✓ the independent registered public accounting firm, which is engaged to audit and report on our and our subsidiaries’ consolidated financial statements and the effectiveness of our internal control over financial reporting.

Based on these reviews and discussions, and the reports of the independent registered public accounting firm, the Audit Committee recommended to the Board that the audited financial statements be included in our Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC.

Audit Committee:

Curt Hessler, Chairman

Francois de Saint Phalle

Gail B. Harris

Willard J. Overlock, Jr.

William J. Wheeler

The information in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filings.

Page 60

PROPOSAL 4—RATIFICATION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte served as our independent registered public accounting firm for 2016. Our Audit Committee has selected Deloitte as our independent registered public accounting firm to perform the audit of our consolidated financial statements for 2017, as well as an audit of our internal control over financial reporting for 2017. Representatives of Deloitte are expected to be present at our Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Board Recommendation

The appointment of Deloitte as our independent registered public accounting firm is being submitted to our stockholders for ratification at the Annual Meeting. Our Board recommends that the stockholders vote “FOR” the ratification of the selection of Deloitte as our independent registered public accounting firm. The submission of the appointment of Deloitte is required neither by law nor by our Amended and Restated Bylaws. Our Board is nevertheless submitting it to our stockholders to ascertain their views. If our stockholders do not ratify the appointment, the selection of another independent registered public accounting firm may be considered by our Audit Committee. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Fees

The following table sets forth aggregate fees billed to us for 2015 and 2016 by Deloitte:

	2016		2015
	(in thousands)
Audit Fees		$  3,042		$  3,286
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		6		6
Total		$  3,048		$  3,292

Audit Fees for 2016 include fees for the audit of the effectiveness of internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act, and professional services rendered for the audit and quarterly review of our consolidated financial statements. In addition, the fees include professional services for audit opinions issued related to statutory and regulatory filings in the United States, United Kingdom, Brazil, Mexico, Singapore and Hong Kong. The fees also include accounting consultations related to various transactions and assistance with various reviews of documents filed with the SEC.

All Other Fees include fees for subscriptions to Deloitte’s on-line accounting research tool and for participation in Deloitte-sponsored continuing educational programs.

Pre-Approval Policies and Procedures

Our Audit Committee does not permit the engagement of our auditors without pre-approval by the Audit Committee. The engagement of Deloitte for non-audit accounting and tax services is limited to circumstances where these services are considered integral to the audit services that Deloitte provides or where there is another compelling rationale for using Deloitte. All audit, audit-related and permitted non-audit services for which Deloitte was engaged for 2015 and 2016 were pre-approved by the Audit Committee in compliance with applicable SEC requirements.

Page 61

STOCKHOLDER PROPOSALS AND NOMINATIONS

FOR 2018 ANNUAL MEETING

In order for a stockholder proposal to be included in our Proxy Statement to be issued in connection with our 2018 Annual Meeting, that proposal must be received by our Corporate Secretary no later than December 29, 2017 (which is 120 calendar days before the anniversary of the date this Proxy Statement was first mailed to stockholders).

In addition to including a proposal in our proxy materials, eligible stockholders may wish to submit director nominations and other proposals at the 2018 Annual Meeting. In order for such director nominations and other proposals to be deemed timely, such director nominations and other proposals must be received by our Corporate Secretary (A) no earlier than February 12, 2018 and no later than March 14, 2018 or (B) in the event that our 2018 Annual Meeting of stockholders is held prior to May 23, 2018 or after August 21, 2018, notice by the stockholder must be so received no earlier than the 120^th day prior to such Annual Meeting and no later than the close of business on the later of the 90^th day prior to such Annual Meeting or the 10^th day following the day on which public announcement of the date of the Annual Meeting is first made, and, in each case, must satisfy the notification, timeliness, consent and information requirements set forth in our Amended and Restated Bylaws.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other holders of record may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy materials may have been sent to multiple stockholders in your household. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other holder of record, or you may contact the Corporate Secretary. See “Annual Report and Corporate Secretary” for information on how to contact the Corporate Secretary.

OTHER MATTERS

Our Board does not know of any other matters that are to be presented for action at the Annual Meeting. Should any other matter arise at the Annual Meeting, however, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their judgment.

BY ORDER OF THE BOARD OF DIRECTORS

Adam B. Frankel

Corporate Secretary

Dated: April 28, 2017

Page 62

GLOSSARY OF KEY DEFINED TERMS

2006 Plan	Amended and Restated 2006 Evercore Partners Inc. Stock Incentive Plan
2016 Plan	Amended and Restated 2016 Evercore Partners Inc. Stock Incentive Plan
Annual Meeting	2017 Annual Meeting of Stockholders
Annual Report	Annual Report to Stockholders for the fiscal year ended December 31, 2016
Beneficial owner	Stockholder of shares held in street name through a bank, broker or other holder of record
BlackRock	BlackRock, Inc.
Board	Board of Directors of Evercore
Broker non-vote	When the beneficial owner of stock held in street name does not provide the broker voting instructions with respect to proposals that are considered non-discretionary under current NYSE rules
Code	Internal Revenue Code of 1986, as amended
Company	Evercore Partners Inc.
Deloitte	Deloitte & Touche LLP
Discovery Fund	Discovery Americas I L.P.
ECP II	Evercore Capital Partners II
Evercore	Evercore Partners Inc.
Evercore International	Evercore Partners International LLP
Evercore International Deed	Evercore Partners International’s Amended and Restated Limited Liability Partnership Deed, dated August 19, 2011
Evercore Mexico	Evercore Partners Mexico, S. de R.L.
Exchange Act	Securities Exchange Act of 1934, as amended
FASB ASC Topic 718	Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation
Form 10-K	Annual Report on Form 10-K for the fiscal year ended December 31, 2016
GCP II	Glisco Capital Partners II, L.P., formerly Evercore Mexico Partners II, L.P.
GCP III	Glisco Capital Partners III, L.P., formerly Evercore Mexico Partners III, L.P.
Glisco	Glisco Partners, Inc.
Glisco II	Glisco Partners II, L.P., formerly Evercore Mexico Capital Partners II, L.P.
Glisco III	Glisco Partners III, L.P., formerly Evercore Mexico Capital Partners III, L.P.
IPO	Evercore’s 2006 initial public offering
ISI	International Strategy & Investment Group
Lehman Brothers	Lehman Brothers Holdings Inc.
Lexicon	Lexicon Partnership LLP
NEO	Named Executive Officer
NYSE	New York Stock Exchange
Partnership Agreement	Fifth Amended and Restated Partnership Agreement of Evercore LP
Private Equity Funds	ECP II, the Discovery Fund, GMCP II and GMCP III
RSUs	Restricted stock units
Say on pay	Non-binding, advisory stockholder vote on executive compensation
SEC	Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended

Page 63

SMD	Senior Managing Director
STB	Simpson Thacher & Bartlett LLP
Stockholder of record	Stockholder with shares held in their name
Street name	Shares held through a bank, broker or other holder of record
Trilantic	Trilantic Capital Partners
Trilantic Funds	Trilantic IV and Trilantic V
Trilantic IV	Trilantic Capital Partners Associates IV L.P.
Trilantic V	Trilantic Capital Partners Associates V L.P.
TSR, or Total Shareholder Return	Total shareholder return calculated 12/31 to 12/31 assuming reinvestment of dividends
U.S. GAAP, or GAAP	Generally accepted accounting principles in the United States of America
Wellington	Wellington Management Group LLP

Page 64

ANNEX A: U.S. GAAP RECONCILIATIONS

This Proxy Statement includes certain Adjusted measures that are calculated on a non-GAAP basis. We believe that these measures are useful to compare our results across several periods and facilitate an understanding of our operating results. We use these measures to evaluate our operating performance, and the Compensation Committee uses Adjusted measures as part of its assessment of the performance of our NEOs. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP, which are included in the reconciliations below. The U.S. GAAP and Adjusted results present the continuing operations of the Company.

U.S. GAAP RECONCILIATION TO ADJUSTED RESULTS

(UNAUDITED)

(dollars in thousands)

	Twelve Months Ended December 31,
	2016		2015		2014		2013		2012		2011		2010
Net Revenues - U.S. GAAP		$1,440,052		$1,223,273		$  915,858		$  765,428		$  642,373		$  524,264		$  375,905
Client Related Expenses (1)		(25,398)		(22,625)		(17,753)		(15,299)		(16,268)		(12,648)		(10,098)
Income (Loss) from Equity Method Investments (2)		6,641		6,050		5,180		8,326		4,852		919		(557)
Interest Expense on Long-term Debt (3)		10,248		9,617		8,430		8,088		7,955		7,817		7,694
Gain on Transfer of Ownership of Mexican Private Equity Business (4)		(406)		-		-		-		-		-		-
Other Purchase Accounting-related Amortization (5)		-		106		211		-		-		-		-
Adjustment to Tax Receivable Agreement Liability (6)		-		-		-		(6,905)		-		-		-
Equity Method Investment in Pan (14)		-		-		-		55		(90)		420		621
General Partnership Investments (15)		-		-		-		385		-		-		-
Net Revenues - Adjusted		$1,431,137		$1,216,421		$  911,926		$  760,078		$  638,822		$  520,772		$  373,565
Net Income from Continuing Operations - U.S. GAAP		$  148,512		$  57,690		$  107,371		$  74,812		$  39,479		$  14,007		$  20,126
Net Income Attributable to Noncontrolling Interest		(40,984)		(14,827)		(20,497)		(19,945)		(10,590)		(6,089)		(10,655)
Gain on Transfer of Ownership of Mexican Private Equity Business (4)		(406)		-		-		-		-		-		-
Intangible Asset Amortization / Other Purchase Accounting-related Amortization (5)		11,020		14,229		3,033		328		3,676		7,176		2,208
Adjustment to Tax Receivable Agreement Liability / Income Taxes (6)		(20,837)		(28,604)		(7,593)		(6,839)		(16,072)		(15,280)		(8,997)
Amortization of LP Units and Certain Other Awards (7)		80,846		83,673		3,399		20,026		20,951		24,220		20,821
IPO Related Restricted Stock Unit Awards (8)		-		-		-		-		-		11,389		-
Other Acquisition Related Compensation Charges (9)		-		1,537		7,939		15,923		28,163		14,618		-
Special Charges (10)		8,100		41,144		4,893		170		662		3,894		-
Professional Fees (11)		-		-		1,672		-		-		-		-
Acquisition and Transition Costs (12)		99		4,890		4,712		-		-		-		-
Fair Value of Contingent Consideration (13)		1,107		2,704		-		-		-		-		-
Equity Method Investment in Pan (14)		-		-		-		55		(90)		420		621
General Partnership Investments (15)		-		-		-		385		-		-		-
Noncontrolling Interest (16)		35,561		8,871		19,350		18,735		11,845		9,026		14,359
Net Income Attributable to Evercore - Adjusted		$  223,018		$  171,307		$  124,279		$  103,650		$  78,024		$  63,381		$  38,483

(1) Client related expenses, expenses associated with revenue sharing engagements with third parties and provisions for uncollected receivables, have been reclassified as a reduction of revenue in the Adjusted presentation.

(2) Income (Loss) from Equity Method Investments has been reclassified to Revenue in the Adjusted presentation.

(3) Interest Expense on Debt is excluded from the Adjusted Investment Banking and Investment Management segment results and is included in Interest Expense in the segment results on a U.S. GAAP Basis.

(4) The gain resulting from the transfer of ownership of the Mexican Private Equity business in the third quarter of 2016 is excluded from the Adjusted presentation.

(5) The exclusion from the Adjusted presentation of expenses associated with amortization of intangible assets and other purchase accounting-related amortization from the acquisitions of ISI, SFS and certain other acquisitions.

(6) We are organized as a series of Limited Liability Companies, Partnerships, a C-Corporation and a Public Corporation and therefore not all of the Company’s income is subject to corporate level taxes. As a result, adjustments have been made to our effective tax rate. These adjustments assume that the Company has adopted a conventional corporate tax structure and is taxed as a C-Corporation in the U.S. at the prevailing corporate rates, that all deferred tax assets relating to foreign operations are fully realizable within the structure on a consolidated basis and that, historically, adjustments for deferred tax assets related to the ultimate tax deductions for equity-based compensation awards are made directly to stockholders’ equity. In addition, the Adjusted presentation can reflect the netting of changes in the Company’s Tax Receivable Agreement against Income Tax Expense.

(7) Expenses incurred from the modification of Evercore Class A LP Units and related awards, which primarily vested over a five-year period ending December 31, 2013, and the assumed vesting of Class E LP Units and Class G and H LP Interests issued in conjunction with the acquisition of ISI are excluded from the Adjusted presentation.

(8) Expenses incurred from the vesting of IPO related restricted stock unit awards relating to the June 2011 offering are excluded from the Adjusted presentation.

Page 65

(9) Expenses for deferred consideration issued to the sellers of certain of the Company’s acquisitions are excluded from the Adjusted presentation.

(10) Expenses during 2016 related to a charge for the impairment of our investment in Atalanta Sosnoff during the fourth quarter. Expenses during 2015 primarily related to a charge for the impairment of goodwill in the Institutional Asset Management reporting unit and charges related to the restructuring of our investment in Atalanta Sosnoff during the fourth quarter, primarily related to the conversion of certain of Atalanta Sosnoff’s profits interests held by management to equity interests. Expenses during 2015 also include charges related to separation benefits and costs associated with the termination of certain contracts within the Company’s Evercore ISI business, as well as the finalization of a matter associated with the wind-down of the Company’s U.S. Private Equity business. Expenses during 2014 primarily related to separation benefits and certain exit costs related to combining the equities business upon the ISI acquisition and a provision recorded in 2014 against contingent consideration due on the 2013 disposition of Pan. Expenses during 2013 primarily related to the write-off of intangible assets from the Company’s acquisition of Morse, Williams and Company, Inc. Expenses during 2012 primarily related to charges incurred in connection with exiting facilities in the U.K. Expenses during 2011 related to the charge associated with lease commitments for exited office space in conjunction with the acquisition of Lexicon as well as for an introducing fee in connection with the Lexicon acquisition.

(11) The expense associated with share-based awards resulting from increases in the share price, which is required upon change in employment status, is excluded from Adjusted results.

(12) Primarily professional fees incurred, as well as the reversal of a provision for certain settlements in 2016 and costs related to transitioning acquisitions or divestitures.

(13) The expense associated with changes in the fair value of contingent consideration issued to the sellers of certain of the Company’s acquisitions is excluded from Adjusted results.

(14) The Adjusted results from continuing operations exclude the Income (Loss) from our equity method investment in Pan.

(15) The write-off of General Partnership investment balances during the fourth quarter of 2013 associated with the acquisition of Protego.

(16) Reflects an adjustment to eliminate noncontrolling interest related to all Evercore LP partnership units which are assumed to be converted to Class A common stock in the Adjusted presentation.

Page 66

  EVERCORE PARTNERS INC. ATTN: ADAM B. FRANKEL, CORP. SEC. 55 EAST 52ND STREET, 38TH FLOOR NEW YORK, NY 10055 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.   VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.   VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, so that it is received no later than the day before the meeting date.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E28821-P88417                  KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

EVERCORE PARTNERS INC. The Board of Directors recommends you vote FOR the following:

For All

Withhold All

For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

1.

Election of Directors

☐

☐

☐

Nominees:

01)  Roger C. Altman

06)  Sir Simon M. Robertson

02)  Richard I. Beattie

07)  Ralph L. Schlosstein

03)  Gail B. Harris

08)  John S. Weinberg

04)  Robert B. Millard

09)  William J. Wheeler

05)  Willard J. Overlock, Jr.

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

2.

To approve, on an advisory basis, the compensation of our Named Executive Officers.

☐

☐

☐

4.

To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2017.

☐

☐

☐

The Board of Directors recommends you vote 1 YEAR on the following proposal:

1 Year

2 Years

3 Years

Abstain

3.

To provide an advisory, non-binding vote regarding the frequency of advisory votes on the compensation of our Named Executive Officers.

☐

☐

☐

☐

NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally, and all holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer.

Signature [PLEASE SIGN WITHIN BOX]          Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice of Annual Meeting, Proxy Statement and Annual Report are available at www.proxyvote.com.

E28822-P88417

EVERCORE PARTNERS INC. Annual Meeting of Stockholders June 12, 2017 9:00 a.m. This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Adam B. Frankel and Ralph L. Schlosstein, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A Common Stock and Class B Common Stock of EVERCORE PARTNERS INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 a.m. on June 12, 2017 at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Ave., New York, NY 10017, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. The stockholder(s) acknowledge(s) receipt with this proxy of a copy of the Notice of Annual Meeting, Proxy Statement and Annual Report describing more fully the matters set forth herein.

Continued and to be signed on reverse side