| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 7 | | | |
| | | | | 13 | | | |
| | | | | 13 | | | |
| | | | | 13 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 15 | | | |
| | | | | 16 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| | | | | 23 | | | |
| | | | | 46 | | | |
| | | | | 47 | | | |
| | | | | 49 | | | |
| | | | | 50 | | | |
| | | | | 51 | | | |
|
Nonqualified Deferred Compensation
|
| | | | | | |
| | | | | 51 | | | |
| | | | | 53 | | | |
| | | | | 56 | | | |
| | | | | 56 | | | |
| | | | | 57 | | | |
| | | | | 57 | | | |
| | | | | 57 | | | |
| | | | | 59 | | | |
| | | | | 60 | | | |
| | | | | 60 | | | |
| | | | | 60 | | | |
| | | | | 60 | | | |
| | | | | 62 | | | |
| | | | | 62 | | | |
| | | | | 62 | | |
| | | | | 63 | | | |
| | | | | 64 | | | |
| | | | | 65 | | | |
| | | | | 67 | | | |
| | | | | 68 | | | |
| | | | | 92 | | | |
| | | | | 95 | | | |
| | | | | 100 | | | |
| | | | | 100 | | | |
| | | | | 101 | | | |
| | | | | A-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | |
|
Date and Time:
|
| | Wednesday, May 17, 2023, at 2:00 p.m., Central Time | |
| Website: | | |
www.virtualshareholdermeeting.com/PIPR2023
|
|
|
Record Date:
|
| | March 20, 2023 | |
|
Executive Summary
|
|
| | |
Proposal
|
| |
Page Reference
|
| |||
1. | | | Election of Directors | | |
7
|
|
| | | The Board of Directors believes the ten director nominees as a group have the experience and skills that are necessary to effectively oversee our company. | | | | |
2. | | | Ratification of Selection of Independent Auditor | | |
64
|
|
| | | The Audit Committee of our Board of Directors has selected Ernst & Young LLP to serve as our independent auditor for the year ending December 31, 2023. | | | | |
3. | | | Advisory (Non-Binding) Vote on Executive Compensation | | |
65
|
|
| | | The Board of Directors is asking shareholders to provide advisory approval of the compensation of the officers disclosed in this proxy statement, or a say-on-pay vote. | | | | |
4. | | | Advisory (Non-Binding) Vote on to Recommend the Frequency of Future Say-on-Pay Votes | | |
67
|
|
| | |
The Board of Directors is asking shareholders to provide an advisory
vote concerning the frequency of future say-on-pay votes. |
| | | |
5. | | | Approval of an Amendment to our Incentive Plan | | |
68
|
|
| | | The Board of Directors is asking shareholders to approve an amendment to our Amended and Restated 2003 Annual and Long-term Incentive Plan to increase the number of shares authorized for issuance thereunder by 1,500,000. | | | | |
6. | | | Approval of an amendment to the Amended and Restated Certificate of Incorporation | | |
92
|
|
| | | The Board of Directors is asking shareholders to approve an amendment to the Amended and Restated Certificate of Incorporation of Piper Sandler Companies to include new Delaware law provisions regarding officer exculpation. | | | | |
|
Executive Summary
|
|
| | |
| |
How to Participate in the Virtual Meeting
|
| | ||||||
| |
![]() |
| |
![]() |
| |
![]() |
| |
| |
Participate via the Internet
|
| |
Voting during the meeting
|
| |
Submitting Questions
|
| |
| |
To attend the virtual meeting, visit www.virtualshareholdermeeting.com/PIPR2023
|
| |
To vote your shares during the meeting, click on the vote button provided on the screen and follow the instructions provided
|
| |
Questions may be submitted live during the meeting by typing them in the dialog box provided on the bottom corner of the screen
|
| |
| |
For technical assistance on the day of the Annual Meeting, call the support line at 844-986-0822 (Toll Free)
or 303-562-9302 (International Toll). |
| |
| |
Other Ways to Vote Your Shares
|
| | ||||||
| |
![]() |
| |
![]() |
| |
![]() |
| |
| |
Internet
|
| |
Telephone
|
| |
Mail
|
| |
| |
Go to www.proxyvote.com and follow the instructions (have the proxy card or internet notice in hand when you access the website)
|
| |
Dial 1-800-690-6903 and follow the instructions (have the proxy card in hand when you call)
|
| |
If you received paper copies of our proxy materials, mark your selection on the enclosed proxy card, date and sign your name, and promptly mail the proxy card in the postage-paid envelope provided
|
| |
|
Executive Summary
|
|
| | |
|
$1.43B
Adjusted Net
Revenues |
| |
We generated adjusted net revenues of $1.43 billion.
|
|
|
$201.3M
Adjusted
Net Income |
| |
We achieved adjusted net income of $201.3 million.
|
|
|
$11.26
Adjusted
Earnings Per Share |
| |
We achieved adjusted earnings per diluted common share (referred to in this proxy statement as “adjusted earnings per share”) of $11.26.
|
|
|
Executive Summary
|
|
| | |
|
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
| Chad R. Abraham | | | Jonathan J. Doyle | | |
William R. Fitzgerald
|
| | Victoria M. Holt | | | Robbin Mitchell | |
| Chairman and CEO of Piper Sandler Companies | | |
Vice Chairman and Head of Financial Services Group of Piper Sandler Companies
|
| | Former Chairman and CEO of Ascent Capital Group | | | Former President and CEO of Proto Labs, Inc. | | | Senior Advisor for Boston Consulting Group | |
|
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
| Thomas S. Schreier | | | Sherry M. Smith | | | Philip E. Soran | | | Brian R. Sterling | | | Scott C. Taylor | |
|
Former Chairman of Nuveen Asset Management
|
| |
Former Executive VP and CFO of SUPERVALU, INC.
Chair Audit
|
| |
Former President, CEO and Director of Compellent Technologies
Chair Governance;
Lead Director |
| |
Former Managing Director of Piper Sandler Companies, former Co-Head of Investment Banking at Sandler O’Neill & Partners, L.P.
|
| |
Former Executive VP and General Counsel of NortonLifeLock Inc.
Chair Compensation
|
|
|
Executive Summary
|
|
| | |
|
Proposal One: Election of Directors
|
|
| | |
|
Proposal One: Election of Directors
|
|
| | |
| | | | Chad R. Abraham, Chairman | |
|
![]()
Chad R. Abraham
Age 54 Director since 2018 |
| |
Principal Occupation: Mr. Abraham has been our chief executive officer since 2018 and chairman of the Board since May 2019. Prior to being appointed chief executive officer, Mr. Abraham previously served as our global co-head of investment banking and capital markets since 2010. He was head of capital markets from 2005 to 2010, and managing director and head of our technology investment banking group from 1999 to 2005. Mr. Abraham began his career at Piper Sandler in 1991 as an investment banking analyst.
Qualifications: Mr. Abraham has more than 30 years of experience in the investment banking and capital markets industry with Piper Sandler, including as our global co-head of investment banking and capital markets from 2010 to 2017. The Board believes he has the knowledge of our company and its business that is necessary to help formulate and execute our business plans and growth strategies.
Highlighted Skills: Chief executive experience; investment banking or financial services industry experience; focus sector experience; corporate governance; financial, accounting, and risk management
Other Current Directorships:
•
Columbus McKinnon Corporation
|
|
| | | | Jonathan J. Doyle | |
|
![]()
Jonathan J. Doyle
Age 58 Director since 2020 |
| |
Principal Occupation: Mr. Doyle has been a vice chairman, senior managing principal, and head of our financial services group since January 2020. Mr. Doyle joined our company at the time of our acquisition of Sandler O’Neill & Partners, L.P. (“Sandler”), where he had served as a senior managing principal since January 2012, and partner since January 1995. Mr. Doyle began his career at Marine Midland Bank.
Qualifications: Mr. Doyle has more than 25 years of experience in the investment banking and capital markets industry, including as senior managing principal of Sandler for over eight years, where his responsibilities included management of the firm’s business operations and long-term growth strategy. The Board believes that Mr. Doyle’s extensive industry experience and his knowledge of financial services investment banking provides important perspective and insight to the Board.
Highlighted Skills: Investment banking or financial services industry experience; focus sector experience; corporate governance; financial, accounting, and risk management
Other Current Directorships:
•
nCino, Inc.
|
|
|
Proposal One: Election of Directors
|
|
| | |
| | | | William R. Fitzgerald | |
|
![]()
William R. Fitzgerald
Age 65 Director since 2014
Piper Sandler
Board Committees:
•
Audit
•
Compensation
|
| |
Principal Occupation: Mr. Fitzgerald was chairman of Ascent Capital Group, Inc. from 2000 to 2019, and was its chief executive officer from 2000 to 2018. Ascent Capital Group (formerly known as Ascent Media Group) was a publicly traded holding company which was ultimately merged with its wholly owned operating subsidiary, Monitronics International, Inc., which offers security alarm monitoring services. In addition, Mr. Fitzgerald previously served as senior vice president of Liberty Media Corporation from 2000 to 2012. Mr. Fitzgerald served as executive vice president and chief operating officer for AT&T Broadband (formerly known as Tele-Communications, Inc.) from 1998 to 2000, and as executive vice president, corporate development of TCI Communications, Inc., a wholly-owned subsidiary of Tele-Communications, from 1996 to 1998. Mr. Fitzgerald was previously an investment banking partner with Daniels and Associates (now RBC Capital Markets), and he began his career as a commercial banker at The First National Bank of Chicago.
Qualifications: Mr. Fitzgerald brings to the Board significant management experience from his more than 30 years in the media and telecommunications industries, including as CEO of a publicly traded company. In addition, Mr. Fitzgerald’s experience as a partner at a middle-market investment bank provides valuable experience to our management and to the Board.
Highlighted Skills: Chief executive experience; investment banking or financial services industry experience; focus sector experience; corporate governance; financial, accounting, and risk management
Other Previous Directorships Held within the Last Five Years:
•
Ascent Capital Group, Inc. (2000 to 2019)
|
|
| | | | Victoria M. Holt | |
|
![]()
Victoria M. Holt
Age 65 Director since 2019
Piper Sandler
Board Committees:
•
Audit
•
Compensation
|
| |
Principal Occupation: Ms. Holt was president and chief executive officer of Proto Labs, Inc., a publicly traded custom prototype and low-volume production manufacturing company, from February 2014 through her retirement in March 2021. From 2010 through 2013, Ms. Holt was president and chief executive officer of Spartech Corporation, a producer of plastic sheet, compounds, and packaging products, until its sale to PolyOne in 2013. From 2005 to 2010, Ms. Holt was senior vice president of PPG Industries’ glass and fiberglass division.
Qualifications: Ms. Holt’s extensive management experience as a former chief executive officer of a growth-oriented, publicly traded company provides valuable perspective to the Board and management. In addition, Ms. Holt’s experience in the industrials sector is valuable to the company as it is a focus area for our investment banking business.
Other Current Directorships:
•
A.O. Smith Corporation
•
Waste Management, Inc.
Highlighted Skills: Chief executive experience; focus sector experience; corporate governance; financial, accounting, and risk management
Other Previous Directorships Held within the Last Five Years:
•
Proto Labs, Inc. (2014 to 2021)
|
|
|
Proposal One: Election of Directors
|
|
| | |
| | | | Robbin Mitchell | |
|
![]()
Robbin Mitchell
Age 59 Director since 2021
Piper Sandler
Board Committees:
•
Governance
|
| |
Principal Occupation: Ms. Mitchell is a senior advisor for the Boston Consulting Group (“BCG”), where she had previously held the position of partner and managing director from June 2016 to August 2021. From 2011 to 2015, she served as chief operating officer of Club Monaco, a subsidiary of Ralph Lauren Corporation. Prior to that, Ms. Mitchell held several executive management positions at Ralph Lauren for ten years. Before joining Ralph Lauren, Ms. Mitchell held various senior executive roles in strategy and operations at Tommy Hilfiger and GFT USA, a designer apparel manufacturer and distributor. Earlier in her career, Ms. Mitchell spent nine years working in the consulting and investment banking industries at McKinsey & Company, BCG and Lehman Brothers, specializing in the retail and apparel sectors.
Qualifications: Ms. Mitchell has extensive senior executive experience in the consumer industry, a focus area for our investment banking business, as well as in the consulting and investment banking industries, which contributes significant value and perspective to the Board.
Highlighted Skills: Investment banking or financial services industry experience; focus sector experience; corporate governance; financial, accounting, and risk management
Other Current Directorships:
•
Kohl’s Corporation
|
|
| | | | Thomas S. Schreier | |
|
![]()
Thomas S. Schreier
Age 60 Director since 2018
Piper Sandler
Board Committees:
•
Compensation
•
Governance
|
| |
Principal Occupation: Mr. Schreier was the vice chairman of Nuveen Investments, Inc., and chairman of its largest investment adviser, Nuveen Asset Management, from 2011 to 2014, and, following Nuveen’s acquisition by TIAA, from 2014 to 2016. Prior to that, Mr. Schreier was the chief executive officer of FAF Advisors from 2001 to 2010, when it was acquired by Nuveen. Earlier in his career, Mr. Schreier was a senior managing director and head of equity research at Piper Sandler from 1999 to 2001.
Qualifications: Mr. Schreier has extensive leadership experience in the financial services sector, including as a senior leader of significant asset management companies. This leadership experience in human capital-based businesses such as ours, as well as his investment banking industry experience, provide significant value to the Board.
Highlighted Skills: Investment banking or financial services industry experience; corporate governance; financial, accounting, and risk management
|
|
|
Proposal One: Election of Directors
|
|
| | |
| | | | Sherry M. Smith | |
|
![]()
Sherry M. Smith
Age 61 Director since 2016
Piper Sandler
Board Committees:
•
Audit (Chair)
|
| |
Principal Occupation: Ms. Smith served as executive vice president and chief financial officer of SUPERVALU INC., a grocery wholesaler and retailer, from 2010 to 2013. Prior to that, she held the role of senior vice president of finance from 2005 to 2010, and senior vice president of finance and treasurer from 2002 to 2005.
Qualifications: As a result of her roles at SUPERVALU and the public company boards on which she has served, Ms. Smith has extensive public company financial, accounting, and risk management experience, which provides valuable insight and skills for a director of a publicly traded securities firm such as our company.
Other Current Directorships:
•
Deere & Company
•
Anywhere Real Estate Inc.
Highlighted Skills: Focus sector experience; corporate governance; financial, accounting, and risk management
Other Previous Directorships Held within the Last Five Years:
•
Tuesday Morning Corporation (2014 to 2022)
|
|
| | | | Philip E. Soran | |
|
![]()
Philip E. Soran
Age 66 Director since 2013
Piper Sandler
Board Committees:
•
Governance (Chair)
|
| |
Principal Occupation: Mr. Soran served as president, chief executive officer and a director of Compellent Technologies, Inc., a Minnesota-based publicly traded company which he co-founded in March 2002, until its acquisition by Dell Inc. in February 2011. Following the acquisition, he served as the president of Dell Compellent from February 2011 to March 2012. From July 1995 to August 2001, Mr. Soran served as president, chief executive officer and a member of the board of directors of Xiotech, which Mr. Soran co-founded in July 1995. Xiotech was acquired by Seagate in January 2000.
Qualifications: Mr. Soran’s experience founding and building technology companies provides strategic guidance to the Board and management, and his experience in the technology industry is valuable to the company as it is a focus area for our investment banking business. He also has extensive management experience as a former chief executive officer of a publicly traded company, and Mr. Soran’s perspective as a board member of another publicly traded company provides valuable insight to the Board.
Lead Director: Mr. Soran has been our lead director since 2018.
Highlighted Skills: Chief executive experience; focus sector experience; corporate governance; financial, accounting, and risk management
Other Current Directorships:
•
SPS Commerce, Inc.
|
|
|
Proposal One: Election of Directors
|
|
| | |
| | | | Brian R. Sterling | |
|
![]()
Brian R. Sterling
Age 62 Director since 2021 |
| |
Principal Occupation: Mr. Sterling is a former managing director in the financial services group at Piper Sandler. Mr. Sterling joined Piper Sandler in 2020 in connection with our acquisition of Sandler, where Mr. Sterling had been a principal and co-head of investment banking. Prior to joining Sandler in 2002, Mr. Sterling was a managing director at Merrill Lynch & Co. from 1996 through 2001.
Qualifications: Mr. Sterling has more than 30 years of experience in the investment banking and capital markets industry, including 17 years as co-head of investment banking of Sandler, where his responsibilities included management of the group’s employees, business operations, and long-term growth strategy. The Board believes that Mr. Sterling’s extensive industry experience and his knowledge of financial services investment banking provides important perspective and insight to the Board.
Highlighted Skills: Investment banking or financial services industry experience; focus sector experience; financial, accounting, and risk management
|
|
| | | | Scott C. Taylor | |
|
![]()
Scott C. Taylor
Age 58 Director since 2014
Piper Sandler
Board Committees:
•
Audit
•
Compensation (Chair)
|
| |
Principal Occupation: Mr. Taylor served as executive vice president, general counsel, and secretary for NortonLifeLock Inc. (formerly Symantec Corp.), a publicly traded computer security software provider, from August 2008 through January 2020. Mr. Taylor’s prior experience includes positions as chief administrative officer, senior vice president and general counsel of Phoenix Technologies Ltd. Prior to that, he was vice president and general counsel of Narus, Inc. Mr. Taylor began his legal career as a corporate attorney at Pillsbury Madison and Sutro LLP (now Pillsbury Winthrop Shaw Pittman LLP).
Qualifications: Mr. Taylor brings to the Board significant public company legal and governance expertise developed through his experience as general counsel of two publicly traded companies. In addition, his significant executive experience at leading technology companies provides Mr. Taylor with strong knowledge of the technology industry, which is an area of focus for our investment banking business.
Highlighted Skills: Focus sector experience; corporate governance; financial, accounting, and risk management
Other Current Directorships:
•
Ziff Davis, Inc.
•
1Life Healthcare, Inc.
|
|
|
Board of Directors and Corporate Governance
|
|
| | |
|
Board of Directors and Corporate Governance
|
|
| | |
|
Board of Directors
Oversees Major Risks
|
| ||||||||
|
Corporate Strategy
|
| | |
Leadership & Organizational Structure
|
| | |
Culture and Ethics
|
|
|
|
| | |
|
| | |
|
|
|
Audit
Committee |
| | |
Compensation
Committee |
| | |
Governance and Nominating Committee
|
|
|
Information security
(with shared Board oversight)
Market risk
Credit risk
Liquidity risk Operational risk
Legal and regulatory risk
Human capital risk
(fraud and misconduct) |
| | |
Compensation risk
Succession risk
|
| | |
Board and committee
risk oversight structure |
|
|
Board of Directors and Corporate Governance
|
|
| | |
|
Board of Directors and Corporate Governance
|
|
| | |
| | |
Audit Committee
|
|
Members:
Sherry M. Smith (Chair) William R. Fitzgerald Victoria M. Holt Scott C. Taylor
Number of Meetings
in 2022: 10 |
| |
Functions: The Audit Committee’s purpose is to oversee the integrity of our financial statements, the independent auditor’s qualifications and independence, the performance of our internal audit function and independent auditor, and compliance with legal and regulatory requirements. To this end, the Audit Committee:
•
Oversees our public financial reporting, reviews the integrity of our accounting and financial reporting processes and audits of our financial statements, and prepares the Audit Committee Report included in our proxy statement for the annual meeting of shareholders;
•
Oversees and evaluates the performance of the independent auditor;
•
Oversees our risk assessment and management framework;
•
Provides an open avenue of communication among the independent auditor, financial and senior management, the internal auditors and the Board; and
•
Oversees our major risk exposures in the areas of market risk, credit risk, liquidity risk, legal and regulatory risks, operational risk (including cybersecurity), human capital risks related to misconduct and fraud, and legal and compliance matters.
In exercising its authority to oversee, retain, and terminate the independent auditor, the Audit Committee annually reviews the independent auditor’s performance and independence, taking into consideration the quality of the Audit Committee’s ongoing discussions with the independent auditor, management’s perceptions of the independent auditor’s expertise and past performance, the appropriateness of fees charged; and the independent auditor’s independence qualification, including the independent auditor’s provision of any permissible non-audit services and the related fees received for such services, as further described below in the section titled “Audit Committee Report and Payment of Fees to our Independent Auditor—Auditor Fees.”
The Audit Committee’s responsibilities are more fully described in its charter.
The Board has determined that all members of the Audit Committee are independent (as that term is defined in the applicable NYSE rules and in the rules and regulations of the Securities and Exchange Commission (the “SEC”)), that all members are financially literate and have the accounting or related financial expertise required by the NYSE rules, and that multiple members, including Ms. Smith, qualify as an “audit committee financial expert” as defined under the rules and regulations of the SEC.
|
|
|
Board of Directors and Corporate Governance
|
|
| | |
| | |
Compensation Committee
|
|
Members:
Scott C. Taylor (Chair) William R. Fitzgerald Victoria M. Holt Thomas S. Schreier
Number of Meetings in 2022: 6
|
| |
Functions: The Compensation Committee’s purpose is to oversee the compensation of the company’s executive officers as well as other broad-based employee compensation and benefits programs to ensure that our compensation and employee benefit programs are aligned with our compensation philosophy and adequately attract and retain the talent that we rely on as a human-capital business. To that end, the Compensation Committee:
•
Establishes performance goals for our CEO and oversees the performance goals set by our CEO for our other executive officers and annually evaluates their performance;
•
Determines the annual compensation of our CEO and other executive officers;
•
Oversees our executive compensation program, as well as other broad-based incentive, equity-based, retirement or other material employee benefit plans;
•
Reviews and discusses with management the disclosures regarding executive compensation to be included in our proxy statement for the annual meeting of shareholders, and recommends to the Board inclusion of the Compensation Discussion and Analysis in our proxy statement for the annual meeting of shareholders; and
•
Oversees major risk exposures relating to compensation and succession, and whether the company’s compensation arrangements are consistent with effective controls and sound risk management.
The Compensation Committee’s responsibilities are more fully described in its charter. For more information regarding the Committee’s process in setting compensation, please see “Compensation Discussion and Analysis—How Compensation Decisions are Made” below.
Management Support: The work of the Compensation Committee is supported by our human capital department, primarily through our chief human capital officer, our finance department, primarily through our chief financial officer, and by our legal department, primarily through our general counsel, who all prepare and present information and recommendations for review and consideration by the Compensation Committee. These personnel work closely with the Compensation Committee chair and, as appropriate, our chief executive officer. For more information, refer to the section below titled “Compensation Discussion and Analysis—How Compensation Decisions are Made—Involvement of Executive Officers.”
Use of Compensation Consultant: The Compensation Committee has sole authority to engage, retain, and terminate independent compensation consultants to provide strategic planning, market context, and general advice to the Compensation Committee with respect to executive compensation, as described below under “Compensation Discussion and Analysis—How Compensation Decisions are Made—Compensation Consultant.”
The Board has determined that all members of the Compensation Committee are independent (as that term is defined in applicable NYSE rules).
|
|
|
Board of Directors and Corporate Governance
|
|
| | |
| | |
Nominating and Governance Committee
|
|
Members:
Philip E. Soran (Chair) Robbin Mitchell Thomas S. Schreier
Number of Meetings
in 2022: 4 |
| |
Functions: The purpose of the Nominating and Governance Committee (“Governance Committee”) is to oversee the make-up and succession of our Board to ensure that our Board continues to have the right mix of skills, qualifications, and diversity to effectively oversee our company. To that end, the Governance Committee:
•
Identifies and evaluates candidates for nomination as directors, responds to director nominations submitted by shareholders, evaluates the performance and independence of our Board members, and recommends the slate of director nominees for election at the annual meeting of shareholders and candidates to fill vacancies between annual meetings;
•
Oversees committee membership and structure, and recommends qualified members of the Board for membership on committees;
•
Reviews and assesses the adequacy of our Corporate Governance Principles, and recommends to the Board sound corporate governance principles and practices;
•
Oversees administration of our related person transaction policy and reviews the transactions submitted to it pursuant to such policy;
•
Oversees the annual evaluation process for the chief executive officer, the Board, and Board committees; and
•
Oversees the Board’s committee structures and functions as they relate to risk oversight.
The responsibilities of the Governance Committee are more fully described in its charter.
The Board has determined that all members of the Governance Committee are independent (as that term is defined in applicable NYSE rules).
|
|
|
Board of Directors and Corporate Governance
|
|
| | |
|
Board of Directors and Corporate Governance
|
|
| | |
| | | | Annual Compensation for Non-Employee Directors for 2022 | | | 2023 Program Changes | |
|
Board Service
|
| |
•
$80,000 cash retainer
•
$95,000 grant of shares of our common stock
|
| |
•
Increased to $100,000
•
No change
|
|
|
Service on a Committee
|
| |
•
Audit—$10,000 cash retainer
•
Compensation—$5,000 cash retainer
•
Governance—$5,000 cash retainer
|
| |
•
Eliminated
•
Eliminated
•
Eliminated
|
|
|
Service as a Committee Chair
|
| |
•
Audit—$25,000 cash retainer
•
Compensation—$15,000 cash retainer
•
Governance—$15,000 cash retainer
|
| |
•
Decreased to $20,000
•
Decreased to $10,000
•
Decreased to $10,000
|
|
|
Additional Retainer
|
| |
•
Service as Lead Director—$30,000 cash retainer
|
| |
•
No change
|
|
|
Board of Directors and Corporate Governance
|
|
| | |
| | | |
Fees Earned or
Paid in Cash |
| | | | | | | | | | | | | | | | | | | |||||||||
|
Director
|
| |
Annual
Retainer ($) |
| |
Additional
Retainer and Meeting Fees ($) |
| |
Stock
Awards(1)(2) ($) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| |||||||||||||||
| William R. Fitzgerald | | | | | 80,000 | | | | | | 10,000 | | | | | | 95,067(3) | | | | | | 5,000 | | | | | | 190,067 | | |
| Victoria M. Holt | | | | | 80,000 | | | | | | 5,000 | | | | | | 95,067(3) | | | | | | 6,028 | | | | | | 186,095 | | |
| Robbin Mitchell | | | | | 80,000 | | | | | | 10,000 | | | | | | 95,067(3) | | | | | | 5,000 | | | | | | 190,067 | | |
| Thomas S. Schreier | | | | | 80,000 | | | | | | 15,000 | | | | | | 95,067 | | | | | | 6,538 | | | | | | 196,605 | | |
| Sherry M. Smith | | | | | 80,000 | | | | | | 30,000 | | | | | | 95,067(3) | | | | | | 5,000 | | | | | | 210,067 | | |
| Philip E. Soran | | | | | 80,000(3) | | | | | | 45,000(3) | | | | | | 95,067 | | | | | | 5,808 | | | | | | 225,875 | | |
| Brian R. Sterling | | | | | 80,000(3) | | | | | | — | | | | | | 95,067 | | | | | | 2,005,000 | | | | | | 2,180,067(7) | | |
| Scott C. Taylor | | | | | 80,000 | | | | | | 25,000 | | | | | | 95,067 | | | | | | 8,598 | | | | | | 208,665 | | |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
Base Salary
|
| | |
Base salaries provide a market-competitive amount of cash compensation for each executive that is not variable.
|
|
|
|
| ||||
|
Annual Incentive Compensation
|
| | |
Our annual incentive program directly aligns our named executive officers’ annual incentive pay with our firm-wide profitability and business line performance. Increasing our profitability is a key objective for us as we seek to maximize long-term value for our shareholders. Annual incentive compensation is paid in a mix of cash and time-vested restricted compensation in the form of shares of our common stock and shares of certain investment funds.
|
|
|
|
| ||||
|
Long-Term PSU Awards
|
| | |
Our PSU awards are intended to directly align the interests of our named executive officers with those of our shareholders by directly tying the value of the award to certain long-term performance metrics. The PSU award will be earned only if over the 36-month performance period we achieve a certain (1) adjusted ROE or (2) relative TSR compared to a broad index of financial services companies. The amount of PSUs awarded to each named executive officer is based on the amount of annual incentive compensation paid to the named executive officer.
|
|
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
| | | | | | | | | | | | | | |
Incentive Compensation
|
| | | | | | | | | | | | | |||||||||||||||
Name
|
| | | | | | | |
Base
Salary |
| |
Cash
Incentive(1) |
| |
Restricted
Compensation Incentive(2) |
| |
Long-Term
PSU Award(3) |
| |
Incentive
Total |
| |
Total
|
| ||||||||||||||||||
Chad R. Abraham(4)
Chairman and CEO |
| | | | 2022 | | | | | $ | 650,000 | | | | | $ | 2,940,000 | | | | | $ | 2,205,000 | | | | | $ | 2,205,000 | | | | | $ | 7,350,000 | | | | | $ | 8,000,000 | | |
| | | 2021 | | | | | $ | 633,333 | | | | | $ | 3,250,000 | | | | | $ | 4,058,333 | | | | | $ | 4,058,333 | | | | | $ | 11,366,666 | | | | | $ | 12,000,000 | | | ||
Timothy L. Carter
CFO |
| | | | 2022 | | | | | $ | 425,000 | | | | | $ | 962,500 | | | | | $ | 481,250 | | | | | $ | 481,250 | | | | | $ | 1,925,000 | | | | | $ | 2,350,000 | | |
| | | 2021 | | | | | $ | 425,000 | | | | | $ | 1,337,500 | | | | | $ | 668,750 | | | | | $ | 668,750 | | | | | $ | 2,675,000 | | | | | $ | 3,100,000 | | | ||
James P. Baker
Global Co-Head of Investment Banking and Capital Markets |
| | | | 2022 | | | | | $ | 425,000 | | | | | $ | 1,966,250 | | | | | $ | 804,375 | | | | | $ | 804,375 | | | | | $ | 3,575,000 | | | | | $ | 4,000,000 | | |
| | | 2021 | | | | | $ | 425,000 | | | | | $ | 2,791,250 | | | | | $ | 1,141,875 | | | | | $ | 1,141,875 | | | | | $ | 5,075,000 | | | | | $ | 5,500,000 | | | ||
Michael R. Dillahunt(5)
Global Co-Head of Investment Banking and Capital Markets |
| | | | 2022 | | | | | $ | 425,000 | | | | | $ | 2,296,250 | | | | | $ | 939,375 | | | | | $ | 939,375 | | | | | $ | 4,175,000 | | | | | $ | 4,600,000 | | |
Jonathan J. Doyle
Vice Chairman, Head of Financial Services Group |
| | | | 2022 | | | | | $ | 500,000 | | | | | $ | 3,850,000 | | | | | $ | 1,575,000 | | | | | $ | 1,575,000 | | | | | $ | 7,000,000 | | | | | $ | 7,500,000 | | |
| | | 2021 | | | | | $ | 500,000 | | | | | $ | 6,150,000 | | | | | $ | 3,075,000 | | | | | $ | 1,025,000 | | | | | $ | 10,250,000 | | | | | $ | 10,750,000 | | |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
| |
2022 Incentive Compensation Overview
|
| | |||
| |
•
Our annual incentive program directly ties our executive officers’ annual incentives to our adjusted pre-tax operating income. With respect to 2022 performance, each executive officer received annual incentive awards based on the adjusted pre-tax operating income of our company or the operating performance of their business line, as applicable, which the Committee had the discretion to further adjust based on individual and business line operating performance considerations. Annual incentives are delivered in a mix of cash and time-vested restricted compensation. Our named executive officers also were granted a long-term PSU award in an amount that is directly based on the amount of their annual incentives.
|
| | |||
| |
•
For 2022 performance, total incentive compensation paid to our named executive officers in annual incentives and long-term PSU awards decreased overall by 32% as compared to 2021, reflecting the 51% decline in our adjusted pre-tax operating income from 2021.
|
| | |||
| |
Adjusted Pre-Tax
Operating Income* |
| |
Named Executive Officers’
Annual Incentive Awards (cash, time-vested restricted compensation, and PSUs)** |
| |
| |
![]() |
| |
![]() |
| |
| |
*Adjusted pre-tax operating income is a non-GAAP financial measure and is further defined and reconciled to the most directly comparable GAAP financial measure in Appendix A to this proxy statement.
|
| | |||
| |
**The year-over-year annual incentive comparisons includes Messrs. Abraham, Baker, Carter, and Doyle, and does not include Mr. Dillahunt, who was not a named executive officer in 2021. In addition, the annual incentive award total for Mr. Abraham does not include the value of his February 2023 non-qualified stock option grant.
|
| |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
| | | | |
What we do:
|
| | | | |
What we do NOT do:
|
| |
| |
✓
|
| |
Annual incentives directly tied to our adjusted pre-tax operating income or business line operating performance, each of which are related to our profitability;
|
| |
X
|
| |
No stand-alone change-in-control agreements;
|
| |
| |
✓
|
| |
Long-term PSU awards directly tied to (1) adjusted ROE, a key operating performance metric, and (2) returns generated for our shareholders as measured by relative TSR;
|
| |
X
|
| |
No repricing of underwater stock options;
|
| |
| |
✓
|
| |
Stock ownership guidelines for executive officers and directors, supplemented with an anti-hedging policy;
|
| |
X
|
| |
No excessive perquisites;
|
| |
| |
✓
|
| |
“Double trigger” change-in-control provision for all equity awards;
|
| |
X
|
| |
No hedging transactions, short sales, or pledging of our common stock permitted for any employee, including executive officers;
|
| |
| |
✓
|
| |
Clawback policy to recover incentive compensation in certain circumstances;
|
| |
X
|
| |
No tax gross-ups on perquisites, severance, or change in control payments;
|
| |
| |
✓
|
| |
On-going shareholder outreach by our Committee and management to solicit feedback on compensation and governance;
|
| |
X
|
| |
No executive pensions or additional benefit accruals under nonqualified executive retirement programs; and
|
| |
| |
✓
|
| |
Independent compensation consultant provides input into the Committee’s compensation determinations; and
|
| |
X
|
| |
No dividends paid on unvested equity awards or unearned PSU awards.
|
| |
| |
✓
|
| |
Peer group reviews are conducted annually by our Committee to ensure the ongoing relevance of each peer.
|
| | | | | | | |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
Core Compensation Principles and Objectives
|
| | ||||||||||||
| | | |
Principle
|
| |
Objectives
|
| |
How We Achieved These Objectives
|
| | | | |
| | | |
Pay for
Performance |
| |
•
Drive Profitability
|
| |
Most of the total compensation paid to our named executive officers is based on our adjusted pre-tax operating income or business line performance. In addition, up to half of the PSU award is earned only if our adjusted ROE meets certain levels.
|
| | | | |
|
•
Drive Shareholder Returns
|
| |
Our executive officers are granted a PSU award which vests if we achieve certain levels of (1) adjusted ROE, and (2) relative TSR over a three-year performance period from the date of grant. Vesting is based on meeting one or both metric’s respective threshold level of performance at the end of the three-year performance period; if the threshold is not met, the portion of the PSU relating to that metric is forfeited.
|
| ||||||||||
|
•
Demonstrate Leadership
|
| |
Our named executive officers’ performance is also measured against defined objectives in areas such as strategic initiatives, business performance, leadership effectiveness, and internal talent development, which impacts their annual incentive compensation amounts.
|
| ||||||||||
| | | |
Sustain and
Strengthen the Franchise |
| |
•
Attract Talent
|
| |
Because our business is highly competitive and relies on the talents and efforts of our employees, our compensation program is designed to be competitive to allow us to attract the most talented people who are committed to the long-term success of our company.
|
| | | | |
|
•
Retain Talent
|
| |
Our success drives the compensation realized by our executive officers, both in the form of increased incentive compensation paid and in appreciation of the company’s stock price, which makes up a significant portion of our executive officers’ annual incentive compensation in the form of time-vested restricted stock.
|
| ||||||||||
| | | |
Align Risk
and Reward |
| |
•
Foster Balanced Risk-Taking
|
| |
We use a mix of compensation components—base salary, annual incentives and long-term incentives—to create an environment that encourages increased profitability for the company without undue risk-taking. We also have an incentive compensation recovery policy that allows the Committee to recover incentive compensation under certain circumstances.
|
| | | | |
| | | |
Align
Employees with Shareholders |
| |
•
Encourage Equity Ownership
|
| |
We use equity ownership to directly align the interests of our executive officers with those of our shareholders in creating long-term shareholder value. A significant portion of annual incentives is paid in restricted shares of our common stock, and each executive officer is subject to our stock ownership guidelines that requires them to hold a specified multiple of their base salary in shares of our company stock while they are an executive officer.
|
| | | | |
|
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
| |
The Committee’s Use of Discretion in Setting Annual Incentive Compensation
|
| |
| |
Although annual incentive compensation is based on company and business line operating performance, the Committee exercises discretion that allows it to best align executive officer pay with performance during the year. The Committee believes that its ability to use discretion in setting annual incentive compensation is a critical feature of the company’s annual incentive compensation program for the following reasons:
•
We operate in a cyclical industry. The Committee’s use of discretion allows it to take into consideration other, less quantifiable factors that impacted company and business line operating performance, including relative performance against the company’s peers, and provides the flexibility to adjust annual incentive compensation for individual performance versus broader cyclical or market-driven factors that may have impacted results.
•
A formulaic annual incentive program based on predetermined metrics could fail to appropriately incentivize our executive officers from pursuing the strategic opportunities that unexpectedly arise in a human capital-based industry such as ours. For example, our executive officers may find opportunities during the year to hire personnel which may decrease short-term profitability but may be in the best long-term interests of their business. The Committee’s use of discretion removes disincentives to taking advantage of such opportunities, while allowing it to hold management accountable for realizing specific results from those opportunities in subsequent years.
•
Our annual incentive compensation program is designed to align long-term risk and reward, and the Committee’s use of discretion helps to achieve that goal.
|
| |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
| | | |
Chad R. Abraham
Chairman and CEO |
| |||
|
![]() |
| | As CEO, Mr. Abraham is responsible for overseeing our firm-wide financial performance, business strategy, and execution, as well as for managing our business operations. Mr. Abraham’s 2022 incentive compensation decreased approximately 35% from 2021, which reflects more challenging market conditions and reduced client activity in 2022 as compared to record 2021 levels. In determining Mr. Abraham’s 2022 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations: | | |||
|
Pay for
Performance |
| |
•
Led us to full year 2022 adjusted net revenues of $1.43 billion, adjusted net income of $201.3 million, and adjusted earnings per share of $11.26, representing our second strongest year on record.
•
At the end of 2022, our three- and five-year TSR was 4th among our 13 peers.
|
| |||
| | | |
Sustain and
Strengthen the Franchise |
| |
•
Managed the successful integration of our three strategic acquisitions completed in 2022: DBO Partners, Cornerstone Macro, and Stamford Partners, each of which further diversified and expanded the capabilities of our platform.
•
Balanced growth and profitability across our firm, and focused our firm on continuing to find growth opportunities within a challenging market environment.
|
|
| | | |
2022 Incentive Compensation Overview for Chad R. Abraham
|
| |||
| | | |
![]() |
|
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
| | | |
Timothy L. Carter
CFO |
| |||
|
![]() |
| | As CFO, Mr. Carter is responsible for overseeing our overall financial plan, capital and financial risk management, and our financial reporting. Mr. Carter’s 2022 annual incentive compensation decreased 28% as compared with 2021, which reflects more challenging market conditions and reduced client activity in 2022 as compared to record 2021 levels. In determining Mr. Carter’s 2022 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations: | | |||
|
Pay for Performance
|
| |
•
Led our 2022 strategic and financial plan, including compensation and expense management which helped maintain our strong profitability.
•
Managed capital management initiatives, including our dividend program, which resulted in a total dividend related to 2022 of $3.65 per share. An aggregate of $295 million of capital was returned to shareholders during 2022 through share repurchases and dividends paid.
•
At the end of 2022, our three- and five-year TSR was 4th among our 13 peers.
|
| |||
| | | |
Sustain and Strengthen the Franchise
|
| |
•
Led our capital and financial risk management, financial reporting, and investor relations and research coverage.
•
Managed our treasury, financial planning & analysis and regulatory reporting functions
•
Managed the successful accounting and financial reporting integration of our three strategic acquisitions completed in 2022: DBO Partners, Cornerstone Macro, and Stamford Partners.
•
Managed the continued high quality of our accounting and financial reporting functions.
•
Acts as Executive Sponsor of our Multicultural Network.
|
|
| | | |
2022 Incentive Compensation Overview for Timothy L. Carter
|
| |||
| | | |
![]() |
|
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
![]() |
| |
James P. Baker
Global Co-Head of Investment Banking and Capital Markets |
| |||
| | | | |||||
| | | | |||||
| | | |
Michael R. Dillahunt
Global Co-Head of Investment Banking and Capital Markets |
| |||
|
![]() |
| | As Global Co-Heads of Investment Banking and Capital Markets, Messrs. Baker and Dillahunt are responsible for managing, developing, and executing on our business strategy for our investment banking and capital markets businesses. Mr. Baker’s 2022 annual incentive compensation decreased 30% as compared with 2021, which reflects the 35% decline in our corporate investment banking business’s revenues in 2022, which was in line with the overall decline in market activity in 2022 as compared to record 2021 levels. Mr. Dillahunt was not a named executive officer in 2021. In determining Messrs. Baker’s and Dillahunt’s 2022 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations: | | |||
|
Pay for Performance
|
| |
•
Led our advisory services business, which achieved its second highest ever revenues of $776 million, representing 54% of our total 2022 adjusted net revenues, despite challenging market conditions that resulted in a significant decline in client activity during the year.
•
Positioned our advisory services business for continued market share gains, which ranked second on announced U.S. M&A deals under $1 billion in 2022.
|
| |||
| | | |
Sustain and Strengthen the Franchise
|
| |
•
Led the acquisition and integration of Stamford Partners, bolstering our European consumer coverage.
•
Led the acquisition and integration of DBO Partners, which is an important component of our long-term strategy to grow technology investment banking and add a general partner advisory practice.
•
Led targeted talent growth efforts resulting in a total headcount of 159 corporate investment banking managing directors, which is the highest in our firm’s history.
•
Focused on mentoring and developing diverse investment banking talent.
|
|
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
| | | |
2022 Incentive Compensation Overview for James P. Baker and
Michael R. Dillahunt |
| |||
| | | |
![]() |
|
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
| | | |
Jonathan J. Doyle
Vice Chairman and Head of Financial Services Group |
| |||
|
![]() |
| | As Vice Chairman and Head of Financial Services Group, Mr. Doyle is responsible for leading the overall business and growth strategy of the financial services group, and he plays an active role in many of firm’s key client relationships. In his responsibilities, Mr. Doyle manages and leads the employees within our financial services investment banking group that joined our firm in connection with the acquisition of Sandler. Mr. Doyle’s 2022 annual incentive compensation decreased 32% as compared with 2021, which was in line with the overall decline in market activity in 2022 as compared to record 2021 levels. In determining Mr. Doyle’s 2022 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations: | | |||
|
Pay for Performance
|
| |
•
Led our financial services group to a solid financial performance in 2022, with financial services advisory being one of our strongest performing sectors during the year and a significant contributor to our firm-wide financial results.
•
Led the financial services group advisory team, which ranked No. 1 by S&P Global Market Intelligence in U.S. bank and thrift M&A based on number of announced transactions in 2022, advised on 7 of the 10 largest bank mergers announced during the year, and advised on about 25% of the total number of announced bank deals during 2022, more than double the transactions reported by the next-closest advisor.
•
Led our financial services group to grow non-depository revenues, which accounted for nearly 50% of our total financial services investment banking revenues in 2022 (up from 32% for 2019 before the group joined our platform).
•
Personally advised clients on corporate transactions and was a significant revenue producer during 2022.
|
| |||
| | | |
Sustain and Strengthen the Franchise
|
| |
•
Continued to oversee and lead the integration of the financial services group into our broader platform, allowing us to utilize our combined platform to strengthen our respective client offerings.
•
Led the financial services group to increase their growth efforts across their verticals through focused hiring and development, which contributed to their continued growth beyond the depositories sector.
|
|
| | | |
2022 Incentive Compensation Overview for Jonathan J. Doyle
|
| |||
| | | |
![]() |
|
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
| |
February 2022 and 2023 PSU Awards Overview
|
| | |||
| |
•
PSU awards vest only if certain (1) adjusted ROE, or (2) relative TSR metrics are met over a three-year period.
•
Our adjusted ROE targets for each annual PSU grant are determined by the Committee based on our recent and planned future operating performance to ensure that the award properly rewards performance.
|
| | |||
| |
Granted February 2022 (for 2021 Performance)
|
| | |||
| |
Piper Sandler Relative TSR Targets
|
| |
Piper Sandler Adjusted ROE Targets
|
| |
| |
![]() |
| |
![]() |
| |
| |
Granted February 2023 (for 2022 Performance)
|
| | |||
| |
Piper Sandler Relative TSR Targets
|
| |
Piper Sandler Adjusted ROE Targets
|
| |
| |
![]() |
| |
![]() |
| |
| |
Note: Each vesting metric provides for interpolation between points in the tables above on a straight-line basis (from threshold to target and from target to maximum).
|
| |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
2022 Peer Group
|
| |||
|
Canaccord Genuity Group Inc.
Cowen Group, Inc. Evercore Partners Inc. FTI Consulting, Inc. Greenhill & Co. Houlihan Lokey, Inc. Jefferies Financial Group Inc. |
| |
Lazard Ltd.
Moelis & Co. Oppenheimer Holdings Inc. Perella Weinberg Partners PJT Partners, Inc. Stifel Financial Corp. |
|
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
Executive Compensation: Compensation Discussion and Analysis
|
|
| | |
|
Executive Compensation
|
|
| | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Stock
Awards(1) ($) |
| |
Option
Awards(1) ($) |
| |
Non-Equity
Incentive Plan Compensation(2) ($) |
| |
All Other
Compensation(3) ($) |
| |
Total
($) |
| |||||||||||||||||||||
Chad R. Abraham
CEO |
| | | | 2022 | | | | | | 650,000 | | | | | | 6,160,411 | | | | | | — | | | | | | 4,042,500 | | | | | | 329,290 | | | | | | 11,182,201 | | |
| | | 2021 | | | | | | 633,333 | | | | | | 3,085,233 | | | | | | — | | | | | | 5,279,167 | | | | | | 140,481 | | | | | | 9,138,214 | | | ||
| | | 2020 | | | | | | 283,333 | | | | | | 2,522,168 | | | | | | — | | | | | | 3,857,000 | | | | | | 31,349 | | | | | | 6,693,850 | | | ||
Timothy L. Carter
CFO |
| | | | 2022 | | | | | | 425,000 | | | | | | 1,015,368 | | | | | | — | | | | | | 1,203,125 | | | | | | 65,363 | | | | | | 2,708,855 | | |
| | | 2021 | | | | | | 425,000 | | | | | | 607,235 | | | | | | — | | | | | | 1,671,875 | | | | | | 21,927 | | | | | | 2,726,037 | | | ||
| | | 2020 | | | | | | 241,667 | | | | | | 479,989 | | | | | | — | | | | | | 1,351,000 | | | | | | 10,466 | | | | | | 2,083,122 | | | ||
James P. Baker
Global Co-Head of Investment Banking and Capital Markets |
| | | | 2022 | | | | | | 425,000 | | | | | | 1,733,355 | | | | | | — | | | | | | 2,368,438 | | | | | | 37,794 | | | | | | 4,564,587 | | |
| | | 2021 | | | | | | 425,000 | | | | | | 936,890 | | | | | | — | | | | | | 3,362,188 | | | | | | 16,678 | | | | | | 4,740,756 | | | ||
| | | 2020 | | | | | | 241,667 | | | | | | 797,833 | | | | | | — | | | | | | 2,285,500 | | | | | | 15,381 | | | | | | 3,340,381 | | | ||
Michael R. Dillahunt
Global Co-Head of Investment Banking and Capital Markets(4) |
| | | | 2022 | | | | | | 425,000 | | | | | | 1,656,509 | | | | | | — | | | | | | 2,765,938 | | | | | | 44,249 | | | | | | 4,891,696 | | |
Jonathan J. Doyle
Vice Chairman and Head of Financial Services Group |
| | | | 2022 | | | | | | 500,000 | | | | | | 2,580,934 | | | | | | — | | | | | | 4,637,500 | | | | | | 41,883 | | | | | | 7,760,317 | | |
| | | 2021 | | | | | | 500,000 | | | | | | 2,062,269 | | | | | | — | | | | | | 7,687,500 | | | | | | 32,685 | | | | | | 10,282,454 | | | ||
| | | 2020 | | | | | | 260,898 | | | | | | 9,895,652 | | | | | | — | | | | | | 6,621,000 | | | | | | 9,359 | | | | | | 16,786,909 | | |
| | | |
Restricted
Stock Awards (granted in February 2022 for 2021 performance) ($) |
| |
PSUs
(granted in February 2022 for 2021 performance) |
| ||||||||||||
|
Name
|
| |
Target
($) |
| |
Maximum
($) |
| ||||||||||||
| Chad R. Abraham | | | | | 2,029,219 | | | | | | 4,131,192 | | | | | | 6,196,788 | | |
| Timothy L. Carter | | | | | 334,515 | | | | | | 680,852 | | | | | | 1,021,278 | | |
| James P. Baker | | | | | 570,964 | | | | | | 1,162,390 | | | | | | 1,743,585 | | |
| Michael R. Dillahunt | | | | | 545,652 | | | | | | 1,110,857 | | | | | | 1,666,286 | | |
| Jonathan J. Doyle | | | | | 1,537,526 | | | | | | 1,043,408 | | | | | | 1,565,112 | | |
|
Executive Compensation
|
|
| | |
|
Executive Compensation
|
|
| | |
Name
|
| |
Grant Date
|
| |
Compensation
Committee Approval Date |
| |
Estimated
Future Payments Under Non-Equity Incentive Plan Awards($)(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(#)(2)(3) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(4) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
Price of Option Awards ($/share) |
| |
Grant
Date Fair Value of Stock and Option Awards ($)(5) |
| ||||||||||||||||||||||||||||||||||||
|
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
Chad R. Abraham
|
| | | | — | | | | | | — | | | | | | 4,042,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/15/2022 | | | | | | 2/8/2022 | | | | | | — | | | | | | 13,628 | | | | | | 27,256 | | | | | | 40,884 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,131,192 | | | ||
| | | 2/15/2022 | | | | | | 2/8/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,388 | | | | | | — | | | | | | — | | | | | | 2,029,219 | | | ||
Timothy L. Carter
|
| | | | — | | | | | | — | | | | | | 1,203,125 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/15/2022 | | | | | | 2/8/2022 | | | | | | — | | | | | | 2,246 | | | | | | 4,492 | | | | | | 6,738 | | | | | | — | | | | | | — | | | | | | — | | | | | | 680,852 | | | ||
| | | 2/15/2022 | | | | | | 2/8/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,207 | | | | | | — | | | | | | — | | | | | | 334,515 | | | ||
James P. Baker
|
| | | | — | | | | | | — | | | | | | 2,368,438 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/15/2022 | | | | | | 2/8/2022 | | | | | | — | | | | | | 3,835 | | | | | | 7,669 | | | | | | 11,504 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,162,390 | | | ||
| | | 2/15/2022 | | | | | | 2/8/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,767 | | | | | | — | | | | | | — | | | | | | 570,964 | | | ||
Michael R. Dillahunt
|
| | | | — | | | | | | — | | | | | | 2,765,938 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2/15/2022 | | | | | | 2/8/2022 | | | | | | — | | | | | | 3,665 | | | | | | 7,329 | | | | | | 10,994 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,110,857 | | | ||
| | | 2/15/2022 | | | | | | 2/8/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,600 | | | | | | — | | | | | | — | | | | | | 545,652 | | | ||
Jonathan J. Doyle
|
| | | | — | | | | | | — | | | | | | 4,637,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/15/2022 | | | | | | 2/8/2022 | | | | | | — | | | | | | 3,442 | | | | | | 6,884 | | | | | | 10,326 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,043,408 | | | ||
| | | 2/15/2022 | | | | | | 2/8/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,144 | | | | | | — | | | | | | — | | | | | | 1,537,526 | | |
|
Executive Compensation
|
|
| | |
|
Name
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable(1) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares of Stock That Have Not Vested(2) (#) |
| |
Market Value
of Shares of Stock That Have Not Vested(3) ($) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
| |||||||||||||||||||||||||||
| Chad R. Abraham | | | | | 32,666 | | | | | | 16,334 | | | | | | 99.00 | | | | | | 2/15/2028 | | | | | | 23,568 | | | | | | 3,068,318 | | | | | | 65,811 | | | | | | 8,567,935 | | |
| Timothy L. Carter | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,930 | | | | | | 511,647 | | | | | | 12,354 | | | | | | 1,608,368 | | |
| James P. Baker | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,589 | | | | | | 857,822 | | | | | | 20,167 | | | | | | 2,625,542 | | |
| Michael R. Dillahunt | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,841 | | | | | | 890,630 | | | | | | 7,329 | | | | | | 954,163 | | |
| Jonathan J. Doyle | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 141,930 | | | | | | 18,477,867 | | | | | | 15,258 | | | | | | 1,986,440 | | |
|
Vesting Date
|
| |
Chad R. Abraham
|
| |
Timothy L. Carter
|
| |
James P. Baker
|
| |
Michael R. Dillahunt
|
| |
Jonathan J. Doyle
|
| |||||||||||||||
| January 17, 2023 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 41,428 | | |
| February 16, 2023 | | | | | 11,166 | | | | | | 1,904 | | | | | | 3,181 | | | | | | 3,247 | | | | | | 7,131 | | |
| January 17, 2024 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 41,429 | | |
| February 16, 2024 | | | | | 7,939 | | | | | | 1,290 | | | | | | 2,152 | | | | | | 2,394 | | | | | | 7,131 | | |
| January 17, 2025 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 41,429 | | |
| February 16, 2025 | | | | | 4,463 | | | | | | 736 | | | | | | 1,256 | | | | | | 1,200 | | | | | | 3,382 | | |
|
Executive Compensation
|
|
| | |
| | | |
Option Awards(1)
|
| |
Stock Awards
|
| ||||||||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($) |
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value
Realized on Vesting(2) ($) |
| ||||||
| Chad R. Abraham | | | | | — | | | | | | — | | | |
30,171
|
| |
4,528,878
|
|
| Timothy L. Carter | | | | | — | | | | | | — | | | |
5,245
|
| |
787,319
|
|
| James P. Baker | | | | | — | | | | | | — | | | |
3,068
|
| |
470,539
|
|
| Michael R. Dillahunt | | | | | — | | | | | | — | | | |
3,659
|
| |
561,181
|
|
| Jonathan J. Doyle | | | | | — | | | | | | — | | | |
3,749
|
| |
557,476
|
|
| | | |
Type of Termination
|
| ||||||||||||||||||
|
Name
|
| |
Change-in-Control
Not Followed by Employment Termination ($) |
| |
Involuntary
Termination Within 24 Months Following a Change-in-Control ($) |
| |
Voluntary
Termination ($) |
| |
Involuntary
Termination Under Severance Plan ($) |
| |
Other
Involuntary Termination Not for Cause ($) |
| |
Death or
Disability ($) |
| |
Involuntary
Termination for Cause ($) |
|
| Chad R. Abraham | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Severance(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
325,000
|
| |
—
|
| |
—
|
| |
—
|
|
|
Restricted Compensation(2)(3)
|
| |
—
|
| |
5,536,424
|
| |
5,536,424
|
| |
5,536,424
|
| |
5,536,424
|
| |
5,536,424
|
| |
—
|
|
|
PSUs(4)
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
—
|
|
|
Stock Options(2)(5)
|
| |
—
|
| |
509,458
|
| |
—
|
| |
509,458
|
| |
—
|
| |
509,458
|
| |
—
|
|
| Timothy L. Carter | | | | | | | | | | | | | | | | | | | | | | |
|
Severance(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
212,500
|
| |
—
|
| |
—
|
| |
—
|
|
|
Restricted Compensation(2)(3)
|
| |
—
|
| |
931,175
|
| |
931,175
|
| |
931,175
|
| |
931,175
|
| |
931,175
|
| |
—
|
|
|
PSUs(4)
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
—
|
|
| James P. Baker | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Severance(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
212,500
|
| |
—
|
| |
—
|
| |
—
|
|
|
Restricted Compensation(2)(3)
|
| |
—
|
| |
1,662,266
|
| |
1,662,266
|
| |
1,662,266
|
| |
1,662,266
|
| |
1,662,266
|
| |
—
|
|
|
PSUs(4)
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
—
|
|
| Michael R. Dillahunt | | | | | | | | | | | | | | | | | | | | | | |
|
Severance(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
212,500
|
| |
—
|
| |
—
|
| |
—
|
|
|
Restricted Compensation(2)(3)
|
| |
—
|
| |
1,808,983
|
| |
1,808,983
|
| |
1,808,983
|
| |
1,808,983
|
| |
1,808,983
|
| |
—
|
|
|
PSUs(4)
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
—
|
|
|
Executive Compensation
|
|
| | |
| | | |
Type of Termination
|
| ||||||||||||||||||
|
Name
|
| |
Change-in-Control
Not Followed by Employment Termination ($) |
| |
Involuntary
Termination Within 24 Months Following a Change-in-Control ($) |
| |
Voluntary
Termination ($) |
| |
Involuntary
Termination Under Severance Plan ($) |
| |
Other
Involuntary Termination Not for Cause ($) |
| |
Death or
Disability ($) |
| |
Involuntary
Termination for Cause ($) |
|
| Jonathan J. Doyle | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Severance(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
250,000
|
| |
—
|
| |
—
|
| |
—
|
|
|
Restricted Compensation(2)(3)
|
| |
—
|
| |
20,337,045
|
| |
—
|
| |
20,337,045
|
| |
20,337,045
|
| |
20,337,045
|
| |
—
|
|
|
PSUs(4)
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
Indeterminable
|
| |
—
|
|
|
Executive Compensation
|
|
| | |
| Year | | | Summary Compensation Table Total for CEO ($) | | | Compensation Actually Paid to CEO(1) ($) | | | Average Summary Compensation Table Total for Non-CEO NEOs(2) ($) | | | Average Compensation Actually Paid to Non-CEO NEOs(2) ($) | | | Value of Initial Fixed $100 Investment Based on: | | | GAAP Net Income ($) | | | Pre-Tax Operating Income ($) | | |||||||||||||||||||||||||||
| TSR ($) | | | Peer Group TSR(3) ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Summary Compensation Table Total ($) | | | Exclusion of Stock Awards ($) | | | Inclusion of Equity Values* ($) | | | Compensation Actually Paid ($) | | ||||||||||||
| Chad R. Abraham | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | | | | | | | | | ( | | | | | | ( | | | | | | | | ||
| 2021 | | | | | | | | | | ( | | | | | | | | | | | | | |||
| 2020 | | | | | | | | | | ( | | | | | | | | | | | | | |||
| Average of Non-CEO NEOs | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | | | | | | | | | ( | | | | | | ( | | | | | | | | ||
| 2021 | | | | | | | | | | ( | | | | | | | | | | | | | |||
| 2020 | | | | | | | | | | ( | | | | | | | | | | | | |
|
Executive Compensation
|
|
| | |
| | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year ($) | | | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included ($) | | | Total— Inclusion of Equity Values ($) | | |||||||||||||||||||||
| Chad R. Abraham | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | | | | | | | | | ( | | | | | | — | | | | | | ( | | | | | | — | | | | | | — | | | | | | ( | | | |
| 2021 | | | | | | | | | | | | | | | — | | | | | | | | | | | — | | | | | | — | | | | | | | | ||||
| 2020 | | | | | | | | | | | | | | | — | | | | | | | | | | | — | | | | | | — | | | | | | | | ||||
| Average of Non-CEO NEOs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | | | | | | | | | ( | | | | | | — | | | | | | ( | | | | | | — | | | | | | — | | | | | | ( | | | |
| 2021 | | | | | | | | | | | | | | | — | | | | | | | | | | | — | | | | | | — | | | | | | | | ||||
| 2020 | | | | | | | | | | | | | | | — | | | | | | | | | | | — | | | | | | — | | | | | | | |
| | | | | | | | |
| | | | | | | | |
|
Executive Compensation
|
|
| | |
| ![]() | | | ![]() | |
|
Executive Compensation
|
|
| | |
|
Security Ownership
|
|
| | |
|
Name of Beneficial Owner
|
| |
Shares of
Piper Sandler Common Stock* |
| |
Phantom Shares**
|
|
| Chad R. Abraham | | |
106,616(1)
|
| |
—
|
|
| James P. Baker | | |
96,601(2)
|
| |
—
|
|
| Timothy L. Carter | | |
18,688(3)
|
| |
—
|
|
| Michael R. Dillahunt | | |
13,953(4)
|
| |
—
|
|
| Jonathan J. Doyle | | |
214,394(5)
|
| |
—
|
|
| William R. Fitzgerald | | |
1,725(6)
|
| |
21,506
|
|
| Victoria M. Holt | | |
—
|
| |
5,183
|
|
| Robbin Mitchell | | |
—
|
| |
1,409
|
|
| Thomas S. Schreier | | |
5,478(7)
|
| |
—
|
|
| Sherry M. Smith | | |
4,032(8)
|
| |
7,440
|
|
| Philip E. Soran | | |
5,784(9)
|
| |
15,465
|
|
| Brian R. Sterling | | |
20,761(10)
|
| |
1,360
|
|
| Scott C. Taylor | | |
9,923(11)
|
| |
5,599
|
|
| All directors and executive officers as a group (15 persons) | | |
593,397(12)
|
| |
57,962
|
|
|
Security Ownership
|
|
| | |
|
Security Ownership
|
|
| | |
|
Name of Beneficial Owner
|
| |
Shares of
Piper Sandler Common Stock |
| |
Percent of Class
|
| ||||||
|
BlackRock, Inc.
55 East 52nd Street New York, NY 10055 |
| | | | 2,543,637(1) | | | | | | 14.3% | | |
|
The Vanguard Group, Inc.
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 1,831,000(2) | | | | | | 10.3% | | |
|
Certain Relationships and Related Transactions
|
|
| | |
|
Certain Relationships and Related Transactions
|
|
| | |
|
Audit Committee Report
|
|
| | |
| | | |
2022
|
| |
2021
|
| ||||||
| Audit Fees | | | | $ | 2,040,000 | | | | | $ | 1,752,500 | | |
| Audit-Related Fees(1) | | | | $ | 196,500 | | | | | $ | 194,500 | | |
| Tax Fees | | | | $ | 0 | | | | | $ | 0 | | |
| All Other Fees(2) | | | | $ | 5,000 | | | | | $ | 5,000 | | |
| Total | | | | $ | 2,241,500 | | | | | $ | 1,952,000 | | |
|
Audit Committee Report
|
|
| | |
|
$1.43B
Adjusted Net
Revenues |
| |
We generated adjusted net revenues of $1.43 billion.
|
|
|
$201.3M
Adjusted Net
Income |
| |
We achieved adjusted net income of $201.3 million.
|
|
|
$11.26
Adjusted
Earnings Per Share |
| |
We achieved adjusted earnings per share of $11.26.
|
|
|
Proposal Three: Advisory (Non-Binding) Vote on Executive Compensation
|
|
| | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| | | | | | | | | | | | |||||||
| | What is the purpose of this proposal? | | | | | | | | | | | ||||||
| | | | | |
We last received shareholder approval for 1,200,000 additional shares under our Incentive Plan in 2020, with the expectation that such shares would be used for our firm-wide compensation program and hiring and retention efforts through 2023. In the event that this proposal to increase the number of shares authorized is not approved, we do not anticipate that we can continue to use equity in 2024 consistent with our current program.
|
| | | | | | ||||||
| | | | | |
As a human capital-based business that must competitively compensate, retain, and align our highly skilled and productive revenue-generating employees, our Incentive Plan is a key component of our firm-wide compensation program, as we grant shares primarily in the form of time-vested restricted stock as a portion of annual incentive compensation as well as for hiring and retention efforts. Because we rely on revenue-generating employees for our business, our use of restricted stock for annual incentive compensation and for hiring and retention efforts is necessarily broad, as evidenced by the fact that 38% of our employees have received a grant of shares from our Incentive Plan as a portion of their annual incentives over the past three years.
|
| | | | | | ||||||
| | | | | |
It has been three years since we last sought shareholder approval for additional shares to be authorized under our Incentive Plan. Shareholder approval of this proposal would allow us to continue to grant equity to our employees for three years (i.e., through 2026), consistent with our past practices and the recent trading price of our shares of common stock.
|
| | | | | | ||||||
| |
How does the company offset the dilution caused by the equity plan?
|
| | |
Over the long-term, we have sought to address shareholder concerns about dilution through share repurchases. Over the past five years, our share repurchases and shares withheld for taxes have offset approximately 97% of all of the equity that we have granted during that period, other than grants related to the Sandler acquisition, as that represented the single largest transaction in our history. Our intention is to continue to opportunistically and strategically repurchase shares to limit the dilution from our firm-wide compensation program and acquisitions over the long-term.
|
| | | | | | ||||||
| | | | | |
From 2018-2022:
|
| | | | | | ||||||
| | | | | |
4,065,071
Total shares
granted, excluding Sandler acquisition- related shares |
| |
3,924,914
Total shares
repurchased or vested shares withheld for taxes |
| |
97%
off-set of all grants
of equity other than Sandler acquisition- related shares |
| | | | | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| | | | |
Our Board approved a new two-year, $150 million authorization under our share repurchase program which became effective on May 6, 2022. The amount of repurchases in future years will depend on a number of factors, including our choices with respect to our capital allocation strategy and market conditions.
|
| | |||
| |
How does the company’s use of equity compare to its peers?
|
| |
The rate at which a company grants equity compared to the number of outstanding shares of company stock is referred to as the company’s “burn rate.” Some shareholders view the burn rate as a helpful measure to compare the rates at which peer companies have granted equity. The more equity that a company grants in relation to the total number of its shares of common stock outstanding, the higher that company’s burn rate will be.
Over the past three years, our average burn rate under our Incentive Plan has been 3.6%, which is below the median of the peer group that we used for compensation purposes in 2022, according to an analysis prepared by our independent compensation consultant, Semler Brossy.
|
| | |||
| | | | |
3.6%
|
| |
6.0%
|
| |
| | | | |
Our average Incentive
Plan Burn Rate from 2020 through 2022. |
| |
The median 2020 through
2022 average burn rate of our compensation peer group. |
| |
| | | | |
Please see the section below titled “Historical Equity Award Granting Practices” for a detailed overview of how our Incentive Plan Burn Rate was calculated.
|
| | |||
| |
How will the additional 1.5 million shares affect current shareholders?
|
| |
Aggregate potential dilution is intended to be a measure of the total potential shareholder dilution posed by an equity plan. Based on the total number of outstanding unvested equity awards and potential future awards under our existing equity plan as of March 20, 2023, if the Incentive Plan is approved by shareholders, the potential dilution associated with all of our equity compensation plans will be 21.6%.
When assessing the potential dilution, we believe that shareholders should consider and take into account the ways in which we use equity under employment inducement award plans to retain the key producers of the companies that we acquire. We have found that the use of retention equity helps us to align these producers with Piper Sandler, providing them with a more immediate connection with our firm and our long-term growth. This alignment and the integration of acquired talent has been a critical component of our successful execution on our strategic growth efforts. Please see the section below titled “Use of Equity in Acquisitions” for a detailed overview of how we use equity in connection with our acquisitions. For that reason, and because Sandler represented the single largest transaction in our firm’s history, we have presented an alternative view of our potential dilution that excludes the issued but outstanding acquisition-related shares that were granted to Sandler employees under the 2020 Employment Inducement Award Plan:
|
| |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| | | | |
21.6%
|
| |
19.5%
|
| | ||||||||||||
| | | | | Our potential dilution including the additional 1.5M shares to be authorized under the amended Incentive Plan, as of March 20, 2023. | | | Our potential dilution including the amended Incentive Plan, but excluding the acquisition-related employment inducement grants made to Sandler employees, as of March 20, 2023. | | | ||||||||||||
| | | | |
31.9%
The median potential dilution
of our peer group (calculations generally reflect data as of our peer companies’ 2022 fiscal year-ends, the most recent period for which complete information is publicly available). |
| | |||||||||||||||
| |
How does the company use equity under the Incentive Plan?
|
| |
We use equity under our Incentive Plan with our revenue-generating employees and senior leaders in accordance with our compensation philosophy and objectives. Our most significant use of equity arises from our annual incentive compensation, where we grant a portion of our revenue-generating employees’ and senior leaders’ annual incentive compensation in restricted equity awards in lieu of cash. Over the past three years, these restricted equity awards for annual incentives have been granted to approximately 38% of our employees, and have made up 72% of the restricted equity compensation we have granted over that time.
Below is an overview of how we have used equity under our Incentive Plan over the past three fiscal years:
|
| | |||||||||||||||
| | | | |
Annual Incentives
![]()
72% of the equity awards that we have granted have been in lieu of cash for annual incentives based on performance and profitability.
|
| |
Hiring and
Retention ![]()
15% of the equity
awards that we have granted have been used in connection with hiring and retention of employees. |
| |
PSUs ![]()
12% of the equity
awards that we have granted have been to senior leaders for our performance-based long-term incentive award program. |
| |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| | | | |
38%
of our employees have
received a grant of restricted equity as a portion of their annual incentives |
| |
23%
of our employees received a
grant of equity under our Milestone Award Program.* |
| |
| | | | |
*
The Piper Sandler Companies Milestone Award Program is intended to recognize long-tenured employees with special equity grants equal to $500 for each year of service, beginning on their 10th work anniversary and continuing every five years thereafter through their 40th anniversary.
|
| | |||
| |
Will any other term of the Incentive Plan change if this amendment is approved?
|
| |
If this proposal is approved by shareholders, an additional 1,500,000 shares will be authorized and the term of the Incentive Plan will be extended from May 2030 to May 2033. As discussed above, we expect to need shareholder approval to amend the Incentive Plan again to add additional shares before the Incentive Plan is scheduled to expire. The Incentive Plan will also be updated to include certain clarifying amendments.
The Incentive Plan and our compensation policies will continue to retain the following features:
•
No “evergreen” provision (which would automatically increase the number of shares).
•
Double-trigger change-in-control provisions.
•
No hedging or pledging of equity-based awards permitted by our employees (including executive officers) and directors.
•
No repricing or below-market grants of stock options and stock appreciation rights (SARs) permitted.
•
Dividend equivalents may not be paid on stock options and stock appreciation rights (SARs) and any dividend equivalents are subject to the same vesting and payment provisions as the underlying shares or share equivalents.
•
All incentive awards to executive officers under the Incentive Plan will be subject to recovery under our clawback policy.
|
| | |||
| |
Why does the Board of Directors recommend that I vote FOR this proposal?
|
| |
Without your approval of this proposal, we do not anticipate having sufficient equity to complete our anticipated equity grants in 2024. The ability to issue equity is fundamental to our long-term strategic growth efforts and compensation philosophy for the following reasons:
•
Pay for performance—We pay for performance. Our employees’ annual incentives are based on our profitability. We grant a portion of our revenue-generating employees’ and senior leaders’ annual incentives in the form of restricted equity in lieu of cash for services already performed and profits already generated. On average over the past three years, these restricted equity awards for services already performed and revenue already generated have been granted to 38% of our employees, and have made up 72% of the equity awards we have granted over that time.
•
Sustain and strengthen the franchise—We operate in a
|
| |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| | | | |
highly competitive industry and our results are driven in large part by the talents, expertise, and efforts of our revenue-generating employees. Our compensation program, including our ability to grant equity awards, is the primary means by which we attract and recruit new employees. Approximately 15% of the shares that we have granted under the Incentive Plan over the past 3 years have been used as a means to help hire or retain key talent, which is critical to our strategic growth efforts. In addition, nearly all of our equity awards are restricted, which means they generally vest ratably over three years’ time only so long as the employee remains employed by us or refrains from working for a deemed talent competitor. These restrictions provide a powerful retention tool with respect to the revenue-generating employees upon whom the future growth and success of our company depend.
•
Align risk and reward—We are committed to using a mix of compensation to create an environment that encourages increased profitability for the company without undue risk taking. Our use of equity compensation in lieu of cash allows us to tie a portion of our revenue-generating employees’ compensation to our company’s long-term results, performance, and financial strength.
•
Align employees with shareholders—By providing our revenue-generating employees with an ownership stake in our company, our use of equity compensation incentivizes these employees think more broadly about our firm-wide results and long-term growth. In addition, with respect to the talent that comes to us from acquired firms, we believe that the use of Piper Sandler equity encourages a heightened level of alignment and integration that has been a critical component of our successful execution on our strategic growth efforts.
Your approval of this proposal would allow us to continue to grant equity to our employees in connection with our annual incentive compensation, long-term incentive awards, and hiring and retention efforts for three years, consistent with our past practices and the recent trading price of our shares of common stock. We believe that three years’ time provides our shareholders the opportunity to regularly vote on our equity plan and allows us to respond to evolving compensation practices.
|
| |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| |
Although burn rate is just one factor that we believe shareholders should consider when assessing the Incentive Plan, we believe that our three-year average Incentive Plan Burn Rate (as calculated below) of 3.6% is reasonable, and demonstrates that we have been disciplined and have maintained sound equity compensation practices in light of our compensation philosophy and objectives.
|
| |
|
Year
|
| |
All Shares Granted
|
| |
Total Shares Repurchased
or Withheld for Taxes |
| |
Weighted Average
Basic Common Shares Outstanding |
| |||||||||
|
2018
|
| | | | 453,911 | | | | | | 960,897 | | | | | | 13,234,000 | | |
|
2019
|
| | | | 507,442 | | | | | | 701,718 | | | | | | 13,555,000 | | |
|
2020
|
| | | | 1,281,332(1) | | | | | | 292,754 | | | | | | 13,781,000 | | |
|
2021
|
| | | | 419,198 | | | | | | 554,509 | | | | | | 14,265,000 | | |
|
2022
|
| | | | 1,403,188 | | | | | | 1,415,036 | | | | | | 13,982,000 | | |
|
Total
|
| | |
|
4,065,071
|
| | | |
|
3,924,914
|
| | | | | N/A | | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| | |
2022
|
| |
2021
|
| |
2020
|
| |
Three-Year
Average |
| ||||||||||||
Incentive Plan Equity Grants | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted Equity Granted under the Incentive Plan for Annual Incentive Compensation
|
| | | | 536,193 | | | | | | 323,911 | | | | | | 237,570 | | | | | | 365,892 | | |
Equity Granted for Long-Term Incentive Program (PSUs)
|
| | | | 69,693 | | | | | | 62,569 | | | | | | 56,066 | | | | | | 62,776 | | |
Restricted Equity Granted in Connection with Hiring or Retention
|
| | | | 85,124 | | | | | | 29,842 | | | | | | 36,875 | | | | | | 50,614 | | |
Equity Granted to Non-Employee Directors
|
| | | | 7,183 | | | | | | 2,876 | | | | | | 8,814 | | | | | | 6,291 | | |
Restricted Equity Granted Under Incentive Plan for
Acquisition-Related Retention(1) |
| | | | 65,125 | | | | | | — | | | | | | 5,593 | | | | | | 23,573 | | |
(A)
Total Incentive Plan Equity Grants
|
| | | | 763,318 | | | | | | 419,198 | | | | | | 344,918 | | | | | | 509,145 | | |
(B)
Restricted Equity Granted as Deal Consideration in Acquisitions(2)
|
| | | | 482,999 | | | | | | — | | | | | | 2,361,890 | | | | | | 948,297 | | |
(C)
Restricted Equity Granted to Sandler Employees under 2020 Employment Inducement Award Plan as Acquisition-Related Retention(3)
|
| | | | — | | | | | | — | | | | | | 1,217,423 | | | | | | 405,808 | | |
(D)
Restricted Equity Granted Under Employment Inducement Award Plans as Acquisition-Related Retention(4)
|
| | | | 161,030 | | | | | | — | | | | | | 143,194 | | | | | | 101,408 | | |
(E)
Total Equity Granted (A+B+C+D)
|
| | | | 1,407,347 | | | | | | 419,198 | | | | | | 4,067,425 | | | | | | 1,964,658 | | |
(F)
Weighted Average Basic Common Shares Outstanding
|
| | | | 13,982,000 | | | | | | 14,265,000 | | | | | | 13,781,000 | | | | | | N/A | | |
(G)
Equity Granted Excluding Deal Consideration (A+C+D)
|
| | | | 924,348 | | | | | | 419,198 | | | | | | 1,705,535 | | | | | | 1,016,361 | | |
Burn Rate Excluding Deal
Consideration (G ÷ F)(5) |
| | |
|
6.6%
|
| | | |
|
2.9%
|
| | | |
|
12.4%
|
| | | |
|
7.3%(8)
|
| |
(H)
Equity Granted Excluding (i) Deal Consideration and (ii) grants to Sandler Employees under 2020 Employment Inducement Award Plan as Acquisition Related Retention (A+D)
|
| | | | 924,348 | | | | | | 419,198 | | | | | | 488,112 | | | | | | 610,553 | | |
Burn Rate Excluding Deal Consideration and Sandler Acquisition-Related
Retention (H ÷ F)(6) |
| | |
|
6.6%
|
| | | |
|
2.9%
|
| | | |
|
3.5%
|
| | | |
|
4.3%(8)
|
| |
(I)
Equity Granted Excluding (i) Deal Consideration, (ii) grants to Sandler Employees under 2020 Employment Inducement Award Plan as Acquisition-Related Retention, and (iii) all other grants made under Employment Inducement Award Plans as Acquisition-Related
Retention (A)
|
| | | | 763,318 | | | | | | 419,198 | | | | | | 344,918 | | | | | | 509,145 | | |
| |
Incentive Plan Burn Rate (A ÷ F)(7)
|
| | |
|
5.5%
|
| | | |
|
2.9%
|
| | | |
|
2.5%
|
| | | |
|
3.6%(8)
|
| | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| | | |
Burn Rate: Shares Granted as % of
Weighted Average Basic Common Shares Outstanding(1) |
| |||||||||||||||||||||
|
Name
|
| |
2020
|
| |
2021
|
| |
2022
|
| |
3-Year
Average |
| ||||||||||||
|
Piper Sandler Companies–Burn Rate Excluding Deal Consideration and Sandler Acquisition-Related Retention
|
| | |
|
6.6%
|
| | | |
|
2.9%
|
| | | |
|
3.5%
|
| | | |
|
4.3%
|
| |
| Peer Group−75th Percentile | | | | | 9.0% | | | | | | 6.5% | | | | | | 8.9% | | | | | | 9.0% | | |
|
Peer Group−Median
|
| | | | 4.8% | | | | | | 5.2% | | | | | | 6.6% | | | | | | 6.0% | | |
| Peer Group−25th Percentile | | | | | 2.8% | | | | | | 3.3% | | | | | | 3.3% | | | | | | 3.3% | | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| |
Importantly, the potential dilution of 21.6% includes the three Inducement Plans that we adopted in connection with our strategic growth acquisitions of Weeden & Co., L.P. (“Weeden”), Sandler, The Valence Group, LLC (“Valence Group”), TRS Advisors LLC (“TRS Advisors”), and DBO. We adopted these plans at the closing of the relevant acquisitions in order to make a special, one-time grant of time-vested restricted stock to key revenue-generating employees of the acquired firms. These time-vested restricted stock grants will vest only if the recipient continues to be an employee of our company through the applicable vesting period, which is intended to allow us to realize the benefits of our acquisitions. The number of shares granted to employees of Sandler was particularly significant given Sandler’s size and the transformational nature of that acquisition.
|
| |
| | |
# of Unvested
Shares of Restricted Stock Awards |
| |
Final
Vesting Date |
| |
# of
Employees |
| |||||||||
2019 Employment Inducement Award Plan
Weeden
|
| | | | 47,353 | | | | | | 8/3/2023 | | | | |
|
40
|
| |
2020 Employment Inducement Award Plan
Sandler
Valence Group & TRS Advisors |
| | | |
491,727 105,745 |
| | | | |
1/17/2025 4/3/2025 |
| | | | |
23 11 |
| |
2022 Employment Inducement Award Plan
DBO Partners
|
| | | |
161,030 |
| | | | |
10/7/2027 |
| | | | |
8 |
| |
|
21.6%
|
| |
19.5%
|
|
| Our potential dilution including the additional 1.5M shares to be authorized under the amended Incentive Plan, as of March 20, 2023. | | | Our potential dilution including the additional 1.5M shares to be authorized under the amended Incentive Plan, but excluding the acquisition-related employment inducement grants made to Sandler employees, as of March 20, 2023. | |
|
|
| |
31.9%
The median potential dilution
of our peer group (calculations generally reflect data as of our peer companies’ 2022 fiscal year-ends, the most recent period for which complete information is publicly available). |
| |
|
|
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| | |
Share Amounts
|
|
Incentive Plan | | | | |
Shares Available for Issuance under the Incentive Plan as of March 20, 2023
|
| |
497,273
|
|
Issued but Unvested Restricted Shares under the Incentive Plan
|
| |
920,360
|
|
Issued but Unvested PSUs under the Incentive Plan
|
| |
181,193
|
|
Issued but Unexercised Stock Options under the Incentive Plan
|
| |
156,667
|
|
Requested Shares
|
| |
1,500,000
|
|
Total Potential Unvested or Unexercised Equity Awards under the Incentive Plan
|
| |
3,255,493
|
|
2019 Employment Inducement Award Plan | | | | |
Shares Available for Issuance under the 2019 Employment Inducement Plan as of March 20, 2023
|
| |
0
|
|
Issued but Unvested Restricted Shares under the 2019 Employment Inducement Plan
|
| |
47,353
|
|
Total Potential Unvested or Unexercised Equity Awards under the 2019 Employment Inducement Award Plan
|
| |
47,353
|
|
2020 Employment Inducement Award Plan | | | | |
Shares Available for Issuance under the 2020 Employment Inducement Award Plan as of March 20, 2023
|
| |
0
|
|
Issued but Unvested Restricted Shares under the 2020 Employment Inducement Plan:
|
| | ||
Issued to Sandler Employees
|
| |
491,727
|
|
Issued to Valence Group and TRS Advisors Employees
|
| |
105,745
|
|
Total Potential Unvested or Unexercised Equity Awards under the 2020 Employment Inducement Award Plan
|
| |
597,472
|
|
2022 Employment Inducement Award Plan | | | | |
Shares Available for Issuance under the 2020 Employment Inducement Award Plan as of March 20, 2023
|
| |
18,970
|
|
Issued but Unvested Restricted Shares under the 2020 Employment Inducement Plan
|
| |
161,030
|
|
Total Potential Unvested or Unexercised Equity Awards under the 2022 Employment Inducement Award Plan
|
| |
180,000
|
|
Total Potential Unvested or Unexercised Equity Awards under the Incentive Plan and Inducement Plans as of March 20, 2023 | | |
4,080,318
|
|
Deal Consideration Shares(1) | | |
1,260,203
|
|
Common Shares Issued and Outstanding as of March 20, 2023(2) | | |
14,774,492
|
|
Total Shares(3) | | |
18,854,810
|
|
Potential Dilution including Additional Shares Authorized Under the Incentive Plan(4) | | |
21.6%
|
|
| | Potential Dilution including Additional Shares Authorized Under the Incentive Plan, excluding the Acquisition-Related Retention Shares Granted to Sandler Employees under the 2020 Employment Inducement Award Plan(5) | | |
19.5%
|
| |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| | | |
Aggregate Potential Dilution(1)(2)
|
| |||||||||||||||
|
Name
|
| |
Grants
Outstanding |
| |
Available for
Future |
| |
Total
|
| |||||||||
|
Piper Sandler Companies
|
| | | | 17.4% | | | | | | 5.9% | | | | | | 23.3% | | |
| Peer Group−75th Percentile | | | | | 18.6% | | | | | | 20.3% | | | | | | 37.3% | | |
|
Peer Group−Median
|
| | | | 14.1% | | | | | | 11.5% | | | | | | 31.9% | | |
| Peer Group – 25th Percentile | | | | | 11.5% | | | | | | 5.4% | | | | | | 19.3% | | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
|
Plan Category
|
| |
Number of shares to be
issued upon exercise of outstanding options, warrants and rights |
| |
Weighted-average exercise
price of outstanding options, warrants and rights |
| |
Number of shares remaining
available for future issuance under equity compensation plans (excluding shares in first column) |
| |||||||||
|
Equity compensation plans
approved by shareholders |
| | | | 81,667 | | | | | $ | 99.00 | | | | | | 760,188(1) | | |
|
Equity compensation plans
not approved by shareholders(2) |
| | | | — | | | | | | n/a | | | | | | 359,000(3) | | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| |
We pay for performance. Our employees’ annual incentive compensation is based on performance and profitability, and a portion of our senior leaders and revenue-generating employees’ annual incentive compensation is paid in the form of restricted equity in lieu of cash. These restricted equity awards are for services already performed and revenue already generated.
|
| |
| |
We operate in a highly competitive industry and our results are largely attributable to the talents, expertise, efforts, and dedication of our revenue-generating employees. Our compensation program is the primary means by which we attract and recruit new employees, as well as retain our most experienced and skilled employees. On average, those employees that received equity awards in connection with the most recent annual incentive compensation grant have been with us for over 10 years.
|
| |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
| |
We are committed to using a mix of compensation to create an environment that encourages increased profitability for the company without undue risk taking. Our use of equity compensation in lieu of cash allows us to tie a portion of our senior leadership’s and revenue-generating employees’ compensation to our company’s long-term results, performance, and financial strength.
|
| |
| |
A key element of our compensation philosophy and objectives is to align our employees’ interests with the interests of our shareholders. By providing our senior leaders and revenue-generating employees with an ownership stake in our company, our use of equity compensation incentivizes these employees, who have the most control over firm-wide performance, to create long-term value for our shareholders.
|
| |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
|
Plan Term
|
| | May 17, 2023 to May 17, 2033. | |
|
Shares Currently Authorized
|
| |
9,400,000 shares.
Shares used by a participant as full or partial payment to us of the purchase price relating to an award, including in connection with the satisfaction of tax obligations relating to an award, will again be available for granting awards.
|
|
|
Amendment to Increase Shares
|
| | Increase of 1,500,000 shares. | |
|
Shares Available for Grant
|
| |
There are approximately 497,273 shares available for grant as of March 20, 2023.
|
|
|
Expected Share Usage
|
| |
Based on the number of shares currently available and expected grants to be made in the next 12 months in connection with 2023 recruiting, retention, director compensation and annual incentive compensation, we believe we will need additional shares to continue to use equity in 2024 consistent with past practices and based on the recent trading price of our shares of common stock.
|
|
|
Vesting
|
| |
Vesting is determined by the Compensation Committee, but in recent years employee awards have generally had three-year annual ratable vesting.
|
|
|
Prohibitions
|
| |
The Incentive Plan prohibits the grant of stock options at a price below fair market value as well as the repricing of stock options without shareholder approval.
|
|
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
|
Proposal Five: Approval of the Amendment of the Incentive Plan
|
|
| | |
|
Proposal Six: Approval of an Amendment to the Amended and Restated Certificate of Incorporation
|
|
| | |
|
Proposal Six: Approval of an Amendment to the Amended and Restated Certificate of Incorporation
|
|
| | |
|
Questions and Answers
|
|
| | |
|
Questions and Answers
|
|
| | |
|
Questions and Answers
|
|
| | |
|
Questions and Answers
|
|
| | |
|
Questions and Answers
|
|
| | |
|
Questions and Answers
|
|
| | |
| | | |
Twelve Months Ended December 31,
|
| ||||||||||||
|
(Amounts in thousands)
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |
2018
|
|
|
U.S. GAAP net revenues
|
| |
$1,425,638
|
| |
$2,031,061
|
| |
$1,238,213
|
| |
$834,566
|
| |
$740,953
|
|
| Adjustments: | | | | | | | | | | | | | | | | |
|
Revenue related to noncontrolling interests(1)
|
| |
1,575
|
| |
(59,050)
|
| |
(12,881)
|
| |
(10,769)
|
| |
(3,621)
|
|
|
Interest expense on long-term financing
|
| |
6,500
|
| |
8,446
|
| |
9,628
|
| |
1,848
|
| |
4,902
|
|
|
Adjusted net revenues
|
| |
$1,433,713
|
| |
$1,980,457
|
| |
$1,234,960
|
| |
$825,645
|
| |
$742,234
|
|
|
Appendix A
|
|
| | |
| | | |
Twelve Months Ended December 31,
|
| |||
|
(Amounts in thousands)
|
| |
2022
|
| |
2021
|
|
|
U.S. GAAP income before income tax expense
|
| |
$134,369
|
| |
$441,512
|
|
| Adjustments: | | | | | | | |
|
Revenue related to noncontrolling interests(1)
|
| |
1,575
|
| |
(59,050)
|
|
|
Interest expense on long-term financing
|
| |
6,500
|
| |
8,446
|
|
|
Non-compensation expenses related to noncontrolling interests(1)
|
| |
7,919
|
| |
7,196
|
|
|
Compensation from acquisition-related agreements
|
| |
87,525
|
| |
116,795
|
|
|
Acquisition-related restructuring and integration costs
|
| |
11,440
|
| |
4,724
|
|
|
Amortization of intangible assets related to acquisitions
|
| |
15,375
|
| |
30,080
|
|
|
Non-compensation expenses from acquisition-related agreements
|
| |
4,450
|
| |
249
|
|
|
Adjusted pre-tax operating income
|
| |
$269,153
|
| |
$549,952
|
|
| | | |
Twelve Months Ended December 31,
|
| ||||||||||||
|
(Amounts in thousands)
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |
2018
|
|
|
U.S. GAAP net income applicable to Piper Sandler Companies
|
| |
$110,674
|
| |
$278,514
|
| |
$40,504
|
| |
$111,711
|
| |
$57,036
|
|
|
Adjustment to exclude net income from discontinued operations
|
| |
—
|
| |
—
|
| |
—
|
| |
23,772
|
| |
1,387
|
|
| Net income from continuing operations | | |
$110,674
|
| |
$278,514
|
| |
$40,504
|
| |
$87,939
|
| |
$55,649
|
|
| Adjustments: | | | | | | | | | | | | | | | | |
|
Compensation from acquisition-related agreements
|
| |
66,653
|
| |
93,149
|
| |
85,940
|
| |
4,124
|
| |
21,992
|
|
|
Acquisition-related restructuring and integration costs
|
| |
8,912
|
| |
3,544
|
| |
8,712
|
| |
10,770
|
| |
—
|
|
|
Amortization of intangible assets related to acquisitions
|
| |
11,776
|
| |
23,644
|
| |
33,383
|
| |
3,250
|
| |
3,655
|
|
|
Non-compensation expenses from acquisition-related agreements
|
| |
3,302
|
| |
186
|
| |
9,016
|
| |
114
|
| |
514
|
|
|
Impact of the Tax Cuts and Jobs Act legislation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
952
|
|
|
Impact of deferred tax asset valuation allowance
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,650
|
|
|
Adjusted net income
|
| |
$201,317
|
| |
$399,037
|
| |
$177,555
|
| |
$106,197
|
| |
$87,412
|
|
|
Appendix A
|
|
| | |
| | | |
Twelve Months Ended December 31,
|
| ||||||||||||
| | | |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |
2018
|
|
|
U.S. GAAP earnings per diluted common share
|
| |
$6.52
|
| |
$16.43
|
| |
$2.72
|
| |
$7.69
|
| |
$3.72
|
|
|
Adjustment to exclude net income from discontinued operations
|
| |
—
|
| |
—
|
| |
—
|
| |
1.65
|
| |
0.09
|
|
| Income from continuing operations | | |
$6.52
|
| |
$16.43
|
| |
$2.72
|
| |
$6.05
|
| |
$3.63
|
|
|
Adjustment related to participating shares(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
0.04
|
| |
—
|
|
|
Adjustment for inclusion of unvested acquisition-related stock
|
| |
(0.60)
|
| |
(1.62)
|
| |
(1.89)
|
| |
—
|
| |
—
|
|
| | | |
$5.92
|
| |
$14.81
|
| |
$0.83
|
| |
$6.09
|
| |
$3.63
|
|
| Adjustments: | | |
|
| |
|
| |
|
| |
|
| |
|
|
|
Compensation from acquisition-related agreements
|
| |
3.93
|
| |
5.49
|
| |
5.76
|
| |
0.29
|
| |
1.44
|
|
|
Acquisition-related restructuring and integration costs
|
| |
0.53
|
| |
0.21
|
| |
0.58
|
| |
0.75
|
| |
—
|
|
|
Amortization of intangible assets related to acquisitions
|
| |
0.69
|
| |
1.40
|
| |
2.24
|
| |
0.23
|
| |
0.24
|
|
|
Non-compensation expenses from acquisition-related agreements
|
| |
0.19
|
| |
0.01
|
| |
0.61
|
| |
0.01
|
| |
0.04
|
|
|
Impact of the Tax Cuts and Jobs Act legislation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
0.06
|
|
|
Impact of deferred tax asset valuation allowance
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
0.31
|
|
|
Adjusted earnings per diluted common share
|
| |
$11.26
|
| |
$21.92
|
| |
$10.02
|
| |
$7.36
|
| |
$5.72
|
|
| | | |
Twelve Months Ended December 31,
|
| ||||||||||||
|
(Amounts in thousands)
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |
2018
|
|
|
U.S. GAAP weighted average diluted common shares outstanding
|
| |
16,965
|
| |
16,955
|
| |
14,901
|
| |
13,937
|
| |
13,425
|
|
| Adjustment: | | | | | | | | | | | | | | | | |
|
Unvested acquisition-related restricted stock with service conditions
|
| |
909
|
| |
1,251
|
| |
2,814
|
| |
—
|
| |
—
|
|
|
Adjusted weighted average diluted common shares outstanding
|
| |
17,874
|
| |
18,206
|
| |
17,715
|
| |
13,937
|
| |
13,425
|
|
|
Appendix A
|
|
| | |
|
Appendix B
|
|
| | |
|
Appendix B
|
|
| | |
|
Appendix B
|
|
| | |
|
Appendix B
|
|
| | |
|
Appendix B
|
|
| | |
|
Appendix B
|
|
| | |
|
Appendix B
|
|
| | |
|
Appendix B
|
|
| | |
|
Appendix B
|
|
| | |
|
Appendix B
|
|
| | |
|
Appendix B
|
|
| | |
|
Appendix B
|
|
| | |
|
Appendix B
|
|
| | |
|
|
|
| | |