Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 19, 2023, the Board of Directors (the "Board") of Evercore Inc. (the
"Company") appointed Timothy LaLonde as its Chief Financial Officer, effective
March 6, 2023. Mr. LaLonde will succeed Celeste Mellet, who is leaving Evercore
in early February to pursue a different area of finance, as previously
announced. In his new role, Mr. LaLonde will oversee Evercore's financial, tax,
internal audit, investor relations, information technology, and facilities
functions and will also continue to serve as a member of Evercore's Management
Committee. Evercore appointed Paul Pensa, its controller, as interim Chief
Financial Officer, effective upon Ms. Mellet's departure, and he will continue
in that role until Mr. LaLonde transitions out of his current role and his
appointment becomes effective.
Pursuant to his employment agreement, Mr. LaLonde will receive total
compensation of $6.5 million for fiscal year 2023, including an annual base
salary of $500,000. The total compensation will be payable to Mr. LaLonde as
severance benefits should he be terminated by the Company without cause or
resign for good reason, each as defined in his employment agreement. There are
no related-party transactions in which Mr. LaLonde or any of his immediate
family members has an interest that would require disclosure under Item 404(a)
of Regulation S-K.
Mr. LaLonde, age 61, joined the Company in 2001 and currently serves as Co-Head
of the U.S. Advisory business and holds several other global senior leadership
roles around the firm. Over the past 22 years, Mr. LaLonde has been an integral
part of Evercore's leadership, driving the firm's successful growth. Mr. LaLonde
has over 33 years of experience in the investment banking industry and served
clients for the first 20 years as an investment banker. He received his B.S.B.
from the University of Minnesota; he received a M.Sc. from the London School of
Economics and MBA from the Amos Tuck School at Dartmouth College.
Mr. Pensa will serve as interim Chief Financial Officer under his existing
compensation arrangements, including an annual base salary for 2023 of $400,000.
There are no related-party transactions in which Mr. Pensa or any of his
immediate family members has an interest that would require disclosure under
Item 404(a) of Regulation S-K. Mr. Pensa, 64, is a senior managing director and
Evercore's principal accounting officer. He is also the financial and operations
principal for the Company's U.S. broker-dealer, Evercore Group LLC. Mr. Pensa
was previously a managing director and the deputy controller at the Bank of New
York Mellon. Before that, he served as a managing director responsible for
global regulatory and financial reporting and accounting policy assurance at
Credit Suisse First Boston. He started his career as an auditor at KPMG.
Mr. Pensa received an MBA in finance from Pace University. He is a member of the
American Institute of Certified Public Accountants and the New York State
Society of Certified Public Accountants.
The above description of Mr. LaLonde's employment is qualified in its entirety
by reference to the copy of his employment agreement filed herewith as Exhibit
10.1 and incorporated herein by reference. The full text of the press release
announcing Mr. LaLonde's appointment is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Employment Agreement between Evercore Inc. and Timothy LaLonde,
dated January 19, 2023
99.1 Press Release of Evercore Inc., dated January 20, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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