DEF 14A of Piper Sandler Companies, Apr 12, 2024

DEF 14A of Piper Sandler Companies

Filed Apr 12, 2024 · FY20230001104659-24-046556

Open on EDGAR

  1. Board Nominees

    Board Nominees Our Board of Directors (the “Board”) has nominated ten directors for election at the 2024 annual meeting of shareholders: our chairman and chief executive officer, our head of financial services, and eight other currently serving directors. Seven of these ten directors are independent under New York Stock Exchange Rules. The Board has determined that our chairman and chief executive officer, Mr. Abraham, our head of financial services, Mr. Doyle, and Mr. Sterling are not independent. Each nominee was elected by the shareholders at the 2023 annual meeting. Each director was evaluated by the Nominating and Governance Committee in advance of its recommendation of their respective service as a director. Mr. Abraham was elected to serve as chairman of the Board beginning in May 2019. Mr. Soran has served as our lead director since February 2018. In accordance with its long-term succession plans, our Board expects to appoint Mr. Schreier to serve as our lead director beginning immediately following the 2024 annual meeting of shareholders. The following table provides summary information on each director nominee. For more detail, please see pages 8 through 13 of this proxy statement.

  2. Board Nominees

    | | | | | | | 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 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 |

  3. Board Nominees

    | | | | | | | Thomas S. Schreier | Sherry M. Smith | Philip E. Soran | Brian R. Sterling | Scott C. Taylor | | Former Chairman of Nuveen Asset Management Chair Governance | Former Executive VP and CFO of SUPERVALU, INC. Chair Audit | Former President, CEO and Director of Compellent Technologies 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 |

  4. Summary of Our Board Composition

    Summary of Our Board Composition

  5. Skills and qualifications represented by the director nominees

    Skills and qualifications represented by the director nominees

  6. PROPOSAL ONE—ELECTION OF DIRECTORS

    PROPOSAL ONE—ELECTION OF DIRECTORS

  7. 2024 Nominees for Director

    2024 Nominees for Director Upon the recommendation of the Nominating and Governance Committee, the Board has nominated ten current members of the Board for election at the 2024 annual meeting. These individuals are Chad R. Abraham, Jonathan J. Doyle, William R. Fitzgerald, Victoria M. Holt, Robbin Mitchell, Thomas S. Schreier, Sherry M. Smith, Philip E. Soran, Brian R. Sterling, and Scott C. Taylor. Each nominee was elected by the shareholders at the 2023 annual meeting. Each of the nominees was evaluated by the Nominating and Governance Committee in advance of its recommendation of their respective service as a director. Mr. Abraham was elected to serve as chairman of the Board beginning in May 2019. Mr. Soran has served as our lead director since February 2018. In accordance with its long-term succession plans, our Board expects to appoint Mr. Schreier to serve as our lead director beginning immediately following the annual meeting of shareholders. Each of the nominees has agreed to serve as a director if elected. Under our majority voting standard and director resignation policy, each nominee will be elected by a majority of the votes cast with respect to that director’s election. Any nominee failing to receive a majority will tender his or her resignation to the Board, which shall decide whether to accept or reject the resignation. For more information on our majority voting standard and director resignation policy, please see the section titled “Information Regarding the Board of Directors and Corporate Governance—Majority Voting Standard and Director Resignation Policy” below. Proxies may not be voted for more than ten directors. If, for any reason, any nominee becomes unable to serve before the annual meeting occurs, the persons named as proxies may vote your shares for a substitute nominee selected by the Board. The Board of Directors recommends a vote FOR the election of the ten director nominees. Proxies will be voted FOR the election of the ten nominees unless otherwise specified. The biographies of each of the nominees below includes information regarding the person’s service as a director, work experience, and the experiences, qualifications, attributes or skills that led the Nominating and Governance Committee and the Board to determine that the person should serve as a director. Each nominee brings unique capabilities to the Board. The Board believes the nominees as a group have the experience and skills in areas such as senior level management, corporate governance, leadership development, investment banking, capital markets, finance, and risk management that are necessary to effectively oversee our company. In addition, the Board believes that each of our director nominees possesses high standards of ethics, integrity and professionalism, sound judgment, community leadership, and a commitment to representing the long-term interests of our shareholders.

  8. 2024 Nominees for Director

    | | Chad R. Abraham, Chairman | | Chad R. Abraham Age 55 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 Public Company Directorships: • Columbus McKinnon Corporation | | | Jonathan J. Doyle | | Jonathan J. Doyle Age 59 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 Public Company Directorships: • nCino, Inc. |

  9. 2024 Nominees for Director

    | | William R. Fitzgerald | | William R. Fitzgerald Age 66 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 Public Company Directorships Held within the Last Five Years: • Ascent Capital Group, Inc. (2000 to 2019) |

  10. 2024 Nominees for Director

    | | Victoria M. Holt | | Victoria M. Holt Age 66 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 Public Company 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 Public Company Directorships Held within the Last Five Years: • Proto Labs, Inc. (2014 to 2021) |

  11. 2024 Nominees for Director

    | | Robbin Mitchell | | Robbin Mitchell Age 60 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 10 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 Public Company Directorships: • Kohl’s Corporation | | | Thomas S. Schreier | | Thomas S. Schreier Age 61 Director since 2018 Piper Sandler Board Committees: • Compensation • Governance (Chair) | 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, provides significant value to the Board. Lead Director: Mr. Schreier is expected to serve as our lead director beginning immediately following the 2024 annual meeting. Highlighted Skills: Investment banking or financial services industry experience; corporate governance; financial, accounting, and risk management |

  12. 2024 Nominees for Director

    | | Sherry M. Smith | | Sherry M. Smith Age 62 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 Public Company Directorships: • Deere & Company • Anywhere Real Estate Inc. Highlighted Skills: Focus sector experience; corporate governance; financial, accounting, and risk management Other Previous Public Company Directorships Held within the Last Five Years: • Tuesday Morning Corporation (2014 to 2022) | | | Philip E. Soran | | Philip E. Soran Age 67 Director since 2013 Piper Sandler Board Committees: • Governance | 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 his 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. Mr. Soran is expected to transition out of the lead director role following the 2024 annual meeting. Highlighted Skills: Chief executive experience; focus sector experience; corporate governance; financial, accounting, and risk management Other Current Public Company Directorships: • SPS Commerce, Inc. |

  13. 2024 Nominees for Director

    | | Brian R. Sterling | | Brian R. Sterling Age 63 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; corporate governance; financial, accounting, and risk management |

  14. 2024 Nominees for Director

    | | Scott C. Taylor | | Scott C. Taylor Age 59 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 Public Company Directorships: • Ziff Davis, Inc. |

  15. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The Board conducts its business through meetings of the members of the Board and the following standing committees: Audit, Compensation, and Nominating and Governance. Each of the standing committees has adopted and operates under a written charter, and, annually in November, each committee reviews its charter, performs a self-evaluation and establishes a plan for committee activity for the upcoming year. The committee charters are all available on the Investor Relations page of our website at www.pipersandler.com, under the heading “Corporate Governance,” and following the “Charters & Policies” link, together with our Corporate Governance Principles, Director Independence Standards, Director Nominee Selection Policy, Procedures for Contacting the Board of Directors, Codes of Ethics and Business Conduct, and Complaint Procedures Regarding Accounting and Auditing Matters.

  16. Non-Employee Director Compensation for 2023

    Non-Employee Director Compensation for 2023 The following table contains compensation information for our non-employee directors for the year ended December 31, 2023.

  17. Non-Employee Director Compensation for 2023

    | Director | Fees Earned or Paid in Cash | | Stock Awards(1)(2) ($) | All Other Compensation(3) ($) | Total ($) | | | Annual Retainer ($) | Additional Retainer Fees ($) | | | | | William R. Fitzgerald | 100,000 | — | 100,084(4) | 5,000 | 205,084 | | Victoria M. Holt | 100,000 | — | 100,084(4) | 5,000 | 205,084 | | Robbin Mitchell | 100,000 | — | 100,084(4) | 5,000 | 205,084 | | Thomas S. Schreier | 100,000 | 6,247(5) | 100,084 | 5,000 | 211,331 | | Sherry M. Smith | 100,000 | 20,000 | 100,084(4) | 5,000 | 225,084 | | Philip E. Soran | 100,000(4) | 33,754(4)(5) | 100,084(4) | 5,000 | 238,838 | | Brian R. Sterling | 100,000(4) | — | 100,084 | 5,000 | 205,084 | | Scott C. Taylor | 100,000(4) | 10,000(4) | 100,084(4) | 5,000 | 215,084 |

  18. Non-Employee Director Compensation for 2023

    (1) Represents the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. (2) Our non-employee directors hold no outstanding stock option awards. (3) The amounts in the “All Other Compensation” column reflect $5,000 matching contributions made by the company to non-profits designated by the director. (4) These amounts were deferred pursuant to the Piper Sandler Companies Deferred Compensation Plan for Non-Employee Directors. These amounts reflect the pro rata portion of the committee chair fees received in connection with the transition of the role of chair of the Governance Committee from Mr. Soran to Mr. Schreier on May 18, 2023.

  19. 2023 Financial Performance

    2023 Financial Performance Although market conditions remained challenging throughout 2023 for the second consecutive year, we believe that our diversified platform continued to demonstrate its resiliency with adjusted net revenues of $1.33 billion, adjusted net income of $166.4 million, and adjusted earnings per share of $9.28. Although these results were down on an absolute basis from 2022, we believe that our relative outperformance demonstrated the strength of our platform and operating discipline, with our adjusted earnings per share decreasing 18% from 2022 compared with an average decrease of 36% among our compensation peer group. Our 2023 financial results reflected solid performance and market share gains in our advisory services, equity capital raising, and equities brokerage businesses. Corporate investment banking, which consists of advisory services and corporate financing, delivered revenues of $840 million for the year, which was down 7% from 2022 but favorable relative to the overall market. Of that total, our advisory services business, which has been a primary focus of our long-term growth strategy, contributed revenues of $709 million, with over $284 million of that coming in the fourth quarter, representing that business’s second strongest quarter ever. These results were led by our financial services and healthcare groups, along with a strong performance by our energy and power team and record results from our restructuring and debt advisory groups. Even though overall middle-market mergers and acquisitions activity was down 32% from 20221, our full-year advisory services revenues of $709 million were down only 9%, reflecting our ability to maintain and grow our market share, which we believe is a result of our diverse sector expertise, product capabilities, and differentiated client base and coverage. In addition, our equity capital raising business also demonstrated strong relative performance, with fees from sub-$5 billion market cap companies increasing 46% from 2022 compared to a 17% increase in the total market fee pool.2 Even though higher interest rates, persistent inflation, and tightened lending standards contributed to macroeconomic uncertainty and muted client activity across most of our businesses during 2023, we believe that our continued solid execution, market share gains, and operating discipline have positioned us to capitalize as more accommodative market conditions return. We believe that our disciplined progress on our long-term growth strategy continues to be recognized by the market, with our 3-year and 5-year total shareholder returns (“TSR”) being the first- and second-highest among our compensation peer group, respectively. Although we believe that our 2023 performance was solid given the challenging market backdrop, the overall decline in our operating results from 2022 had an impact on our named executive officers’ 2023 incentive compensation, which was down 21% from 2022 in aggregate, consistent with our pay-for-performance philosophy. 1 Source: Refinitiv. Reflects aggregate value of completed mergers and acquisitions transactions with a reported deal value between $100 million and $1 billion with a U.S.-based target company. Source: Dealogic. Includes initial public offerings, follow-ons and converts greater than $10 million, and PIPE/RDs greater than $5 million in value for companies with $5 billion or less of market capitalization. The following were the key aspects of our 2023 financial performance considered by our Compensation Committee (referred to as the “Committee” in this Compensation Discussion and Analysis) when determining executive officer compensation for 2023:

  20. Total Shareholder Returns (as of 12/31/2023)

    Total Shareholder Returns (as of 12/31/2023) * From continuing operations only. Adjusted net revenues, adjusted net income, adjusted earnings per share, adjusted pre-tax operating income, and adjusted return on equity (“ROE”) are non-GAAP financial measures and are further defined and reconciled to the most directly comparable GAAP financial measure in Appendix A to this proxy statement. Such non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. • We generated adjusted net revenues of $1.33 billion, with significant contributions from our healthcare, financial services, and energy and power advisory services teams, which allowed us to perform solidly on a relative basis despite challenging market conditions which generally muted client activity. • We achieved adjusted net income of $166.4 million, adjusted earnings per share of $9.28, and an adjusted ROE of 14.5%, demonstrating the profitability of our scaled business as a result of continued operating discipline and market share gains resulting from our diverse sector expertise and breadth of our product capabilities. • At the end of 2023, our TSR outperformed our compensation peer group on a 1-, 3- and 5-year basis, with our three-year TSR ranked 1st and our five-year TSR ranked 2nd among our compensation peer group.

  21. Executive Compensation Program

    Executive Compensation Program In 2023, consistent with previous years, our named executive officers’ compensation consisted primarily of three elements: base salary, annual incentive compensation (including cash and time-vested restricted compensation), and long-term incentive awards in the form of long-term performance share units (“PSUs”).

  22. 2023 Named Executive Officer Compensation Overview

    2023 Named Executive Officer Compensation Overview The table below shows the base salary, annual incentive compensation, and fair value of the long-term incentive award PSU grants that were paid or awarded to each named executive officer in connection with the 2023 executive compensation program. Importantly, because the incentive awards are shown in relation to the year of performance, this Supplemental Compensation Table differs from the Summary Compensation Table and the Pay-Versus-Performance Table appearing later in this proxy statement. For example, the “Restricted Compensation Incentive” column in the table below shows the restricted stock that were earned as part of the annual incentive compensation program for 2023 performance, but were granted in February 2024. In contrast, the Summary Compensation Table appearing later in this proxy statement shows for 2023 the restricted stock that was granted in February 2023, meaning it was earned as part of the annual incentive compensation program for 2022 performance. Similarly, the Supplemental Compensation Table below shows in the “Long-Term PSU Award” column the PSUs granted to our executive officers in February 2024. In contrast, the Summary Compensation Table appearing later in this proxy statement shows for 2023 the PSUs granted in February 2023, meaning that they were earned as part of the compensation program for 2022 performance. This table is not a substitute for the information required by SEC rules, specifically the Summary Compensation Table, Pay-Versus-Performance Table, and the related tables appearing later in this proxy statement.

  23. Supplemental Compensation Table

    | | | | Incentive Compensation | | | | | | | Name | | Base Salary | Cash Incentive(1) | Restricted Compensation Incentive(2) | Long-Term PSU Award(3) | Incentive Total | Total | Special Performance- Based Option Grant(4) | | Chad R. Abraham Chairman and CEO | 2023 | $650,000 | $2,300,000 | $1,725,000 | $1,725,000 | $5,750,000 | $6,400,000 | $3,503,250 | | | 2022 | $650,000 | $2,940,000 | $2,205,000 | $2,205,000 | $7,350,000 | $8,000,000 | — | | Timothy L. Carter Former CFO | 2023 | $425,000 | $835,000 | $420,000 | $420,000 | $1,675,000 | $2,100,000 | — | | | 2022 | $425,000 | $962,500 | $481,250 | $481,250 | $1,925,000 | $2,350,000 | — | | James P. Baker Global Co-Head of Investment Banking and Capital Markets | 2023 | $425,000 | $1,883,750 | $770,625 | $770,625 | $3,425,000 | $3,850,000 | — | | | 2022 | $425,000 | $1,966,250 | $804,375 | $804,375 | $3,575,000 | $4,000,000 | — | | Michael R. Dillahunt Global Co-Head of Investment Banking and Capital Markets | 2023 | $425,000 | $1,883,750 | $770,625 | $770,625 | $3,425,000 | $3,850,000 | — | | | 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 | 2023 | $500,000 | $2,612,500 | $1,068,750 | $1,068,750 | $4,750,000 | $5,250,000 | — | | | 2022 | $500,000 | $3,850,000 | $1,575,000 | $1,575,000 | $7,000,000 | $7,500,000 | — |

  24. Supplemental Compensation Table

    | 2023 Incentive Compensation Overview | | | • Our annual incentive program directly ties our executive officers’ annual incentives to our adjusted pre-tax operating income. With respect to 2023 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, time-vested restricted compensation, and long-term PSU awards in an amount that is directly based on the amount of annual incentives. | | | • For 2023 performance, total incentive compensation delivered to our named executive officers in annual incentives (in cash, time-vested restricted compensation, and PSU awards) decreased overall by 21% as compared to 2022, reflecting the 21% decline in our adjusted pre-tax operating income from 2022. | | | 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 comparison does not include the value of Mr. Abraham’s February 2023 performance-based non-qualified stock option grant. For more on this award, see the section below titled “2023 Performance-Based Option Grant.” | |

  25. 2023 Pay Mix

    2023 Pay Mix As illustrated below, the pay mix for all 2023 elements of compensation received by our CEO and by our other named executive officers, as disclosed in the Supplemental Compensation Table above (including the value of the restricted stock, MFRS, and PSU awards granted in February 2024) was significantly weighted toward performance-based compensation: We believe the mix of base salary relative to performance-based compensation in the form of annual incentives (including PSU awards) illustrated above appropriately balances our goal of aligning pay for performance without encouraging undue risk-taking that can arise from compensation excessively weighted toward performance-based elements. This mix is designed to provide an appropriate and competitive amount of incentives for strong annual performance, while leaving a sufficient level of compensation tied to our long-term performance to retain executives and encourage them to focus on long-term value creation. The balance of these interests is determined by the Committee at its discretion, considering factors including reference to pay practices at our peer group.

  26. Our Compensation Practices Demonstrate Sound Governance

    | | 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 policies 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 independent Committee’s compensation determinations; andX | 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. | |

  27. Our Compensation Philosophy and Objectives

    | 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. |

  28. Our Compensation Philosophy and Objectives

    | | 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 2023 annual incentive compensation decreased 4% as compared with 2022, and Mr. Dillahunt’s 2023 annual incentive compensation decreased 18% as compared with 2022. These changes reflect the 7% decline in our corporate investment banking business’s revenues in 2023, while taking into account that overall middle-market mergers and acquisitions activity was down 32%, and that Messrs. Baker and Dillahunt are responsible for our investment banking business’s relative outperformance. In determining Messrs. Baker’s and Dillahunt’s 2023 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 revenues of $709 million, representing 53% of our total 2023 adjusted net revenues. • Positioned our advisory services business for continued market share gains, which ranked second on announced U.S. M&A deals under $1.0 billion in 2023. | | | Sustain and Strengthen the Franchise | • Led talent development efforts by growing our corporate investment banking managing director head count by 10 on a net basis, finishing the year with 169 corporate investment banking managing directors, which we believe positions us to capitalize as more accommodative market conditions return. • Continue to focus our investment banking growth strategy around our strongest franchises, while bolstering our sector expertise, product diversification, and client mix and coverage, which we believe will continue to drive our relative outperformance. | | | 2023 Incentive Compensation Overview for James P. Baker and Michael R. Dillahunt | | | | | |

  29. Our Compensation Philosophy and Objectives

    Annual Incentives Delivered in Restricted Compensation With respect to our annual performance, the Committee determines a total incentive compensation amount that is based on the profitability of the company (with respect to the CEO and CFO) or operating performance of the applicable business line (with respect to business line leaders) and individual performance during the year. Of that total incentive compensation amount, generally between 40% and 55% is paid to each named executive officer in cash as an annual incentive. With respect to the remaining 45% to 60% of the total incentive amount, the Committee then splits this amount equally between (1) long-term PSU awards and (2) time-vested restricted compensation. As a result, under our typical executive compensation program, even when our named executive officers have very strong business performance in one year, between 45% to 60% of their total incentive compensation has future performance-based and time-based vesting conditions. The time-vested restricted compensation is allocated 50% in restricted stock, and 50% in restricted investment fund shares pursuant to our MFRS Plan (as described below). This restricted compensation vests in three equal annual installments from the date of grant. By paying a portion of annual incentives in time-vested restricted stock, our executive officers are incentivized to achieve long-term returns for our shareholders, as the value of the restricted stock that vests is tied to the performance of our stock price over time. The number of shares of restricted stock granted to each executive officer was determined by dividing the total dollar value designated to be paid out to the executive officer in restricted stock by the closing price per share of our common stock on the NYSE on February 15, 2024. Dividends are accrued on the unvested shares of restricted stock and are only be paid out at the time that the underlying restricted stock vests. Mutual Fund Restricted Share Plan The Mutual Fund Restricted Share Plan (the “MFRS Plan”) provides that a portion of the restricted compensation granted for annual incentive compensation is paid in the form of restricted shares of selected investment funds. The MFRS Plan provides us another way of increasing retention of our executive officers by deferring a portion of their annual incentive compensation and requiring that they continue working for the company in order to receive it. In 2023, each named executive officer received 50% of their restricted compensation in restricted investment fund shares. The MFRS awards have the same restrictions that apply to restricted stock and vest ratably over three years from the date of grant. We adopted the MFRS Plan to provide our executives an opportunity to diversify the restricted compensation they receive, and we believe the MFRS Plan helps us to attract and retain top talent.

  30. Long-Term PSU Awards

    Long-Term PSU Awards The Committee granted the 2023 PSU awards on February 15, 2023, with the amount based on 2022 performance, and 2024 PSU awards on February 15, 2024, with the amounts based on 2023 performance. The amount of each PSU award granted to each executive officer is determined in relation to their related annual incentives for the year (which were determined based on profitability and individual performance), resulting in each named executive officer receiving between 22.5% and 30% of his or her total incentive compensation in the form of a PSU award. The grant date fair value of the February 2024 award is reflected in the Supplemental Compensation Table above for 2023 compensation. The grant date fair value of the February 2023 award is reflected in the Summary Compensation Table below for 2023 compensation earned as part of the executive compensation program for 2022 performance.

  31. Long-Term PSU Awards

    | February 2023 and 2024 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 2023 (for 2022 Performance) | | | Piper Sandler Relative TSR Targets | Piper Sandler Adjusted ROE Targets | | | | | Granted February 2024 (for 2023 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). | |

  32. Long-Term PSU Awards

    With respect to the peer group used for relative TSR, our PSU grants use the list of companies within the Russell 3000 that have an investment banking GICS code as of the date of the grant. Occasionally, the Committee may determine to add an additional peer investment bank to the group if such peer is not otherwise captured by the above criteria and the Committee determines that its inclusion would increase the representativeness of the peer group. For the February 2023 PSU grant, this peer group was as follows: B. Riley Financial, Evercore Inc., The Goldman Sachs Group, Inc., Houlihan Lokey, Jefferies Financial Group Inc., Lazard Ltd., Moelis & Company, Morgan Stanley, Oppenheimer Holdings, Inc., Perella Weinberg Partners, PJT Partners Inc., Raymond James Financial, Stifel Financial Corp., and StoneX Group Inc. This group is not identical with the compensation peer group disclosed below. The PSU awards are intended to directly align the interests of our named executive officers with those of our shareholders by requiring that the company achieve certain levels of (1) adjusted ROE or (2) relative TSR in order to vest. The target level of the adjusted ROE metric is determined based upon a number of factors, including the company’s recent operating performance, assessed cost of capital, and long-term financial performance objectives. The Committee believes that the PSU award program incentivizes our executive officers to achieve strong financial performance as measured by adjusted ROE and shareholder returns. The 36-month performance period is designed to provide management an incentive to focus on our strategic direction, sustained performance, and long-term value creation. The Committee established the vesting performance metrics with the intent that our executive officers will only receive additional long-term incentive compensation above the target amounts of the PSU awards if, over the performance period, we significantly outperform the peer group used for the relative TSR metric and/or achieve an adjusted ROE that exceeds the target ROE. In 2024, based on the most recent competitive benchmarking analysis of long-term performance-based awards at peer firms prepared by our independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), the Committee determined to revise the ROE target metric from a single point to a range to better reflect the cyclical nature of the financial services industry, and, in turn, to reduce the maximum potential vesting amount from 200% to 150% for each of the relative TSR and adjusted ROE metrics. For purposes of the PSU awards, TSR is calculated based on the average closing price per share of our common stock on the NYSE during the trailing 60 calendar days as of the beginning and the end of the performance period, and takes into account dividends paid during the performance period. Adjusted ROE under the PSU awards is a non-GAAP financial measure that is calculated based on our reported net income adjusted to eliminate certain income and expenses that do not relate to our core business. See Appendix A to this proxy statement for a reconciliation of adjusted ROE to the most directly comparable GAAP financial measure. The PSUs do not provide the recipient any rights as a shareholder, such as the right to vote, but do have dividend equivalent rights, which will result in dividends accruing on earned shares that are paid out when and only if those shares ultimately vest.

  33. Compensation Peer Group

    Compensation Peer Group The Committee and its independent compensation consultant, with input from management, annually identify a compensation peer group of firms with which we compete for executive talent. As a middle-market, full-service investment bank, there are a limited number of other companies that are directly comparable to Piper Sandler. Our peer group primarily consists of investment banks as well as similar human capital-based financial consulting businesses with revenues and market capitalizations similar to ours. Our 2023 peer group, which we used to benchmark our 2023 compensation against generally, consisted of the following companies:

  34. Compensation Peer Group

    | 2023 Peer Group | | | Canaccord Genuity Group Inc. Evercore Partners Inc. FTI Consulting, Inc. Houlihan Lokey, Inc. Jefferies Financial Group Inc. Lazard Ltd. | Moelis & Co. Oppenheimer Holdings Inc. Perella Weinberg Partners PJT Partners, Inc. Stifel Financial Corp. |

  35. Compensation Peer Group

    We also may use data from external market surveys to the extent that such surveys are available and provide representative data, and we may review publicly available data for similar companies that are not direct competitors to address issues we may encounter obtaining compensation information for executives holding positions comparable to our executive officers. The peer group market data is an important factor considered by the Committee when setting compensation, but it is only one of multiple factors considered by the Committee, and the amount paid to each executive may be more or less than the composite market median based on individual performance, firm performance, the roles and responsibilities of the executive, experience level of the individual, internal equity and other factors that the Committee deems important. As such, the Committee uses peer group and market survey information to put the total compensation proposed to be paid to each named executive officer in context of pay ranges for like positions at similar companies, and it confirms that any variances from median pay levels and market norms are justified in light of the specific circumstances of our financial or business performance and our named executive officers. The Committee and management use the peer group above for benchmarking compensation levels and firm performance; however, the PSU awards use a broader group of financial services firms for purposes of measuring the relative TSR metric of the PSU awards.

  36. Compensation Consultant

    Compensation Consultant The Committee received advice and recommendations concerning our 2023 executive compensation program from Semler Brossy as its independent compensation consultant. The Committee considered advice and recommendations received from Semler Brossy in making executive compensation decisions. Semler Brossy did not provide services to us other than the advice provided to the Committee. The Committee determined that Semler Brossy had no conflicts of interest in providing services to the Committee and is independent under the factors set forth in the NYSE rules for compensation committee advisors.

  37. Limited Term Employment Agreement with Mr. Doyle

    Limited Term Employment Agreement with Mr. Doyle In connection with our acquisition of Sandler in 2020, Mr. Doyle became our vice chairman and head of financial services, and we appointed him to the Board in January 2020. His leadership has helped to ensure the success of the integration. Further, Mr. Doyle remains a key producer within the financial services group as he continues to advise clients. As previously disclosed, in connection with the acquisition, we made the strategic decision to enter into a limited term employment agreement with Mr. Doyle that provides for minimum levels of incentive compensation from 2020 through 2024 while providing us with extensive restrictive covenants, including a five-year non-compete, designed to protect the value paid in the transaction. The employment agreement provides that Mr. Doyle’s total compensation will be no less than $5,000,000 through 2024. If Mr. Doyle is terminated by the company without cause, he will receive an annual bonus for the year in which he was terminated, but not for any additional years.

  38. Termination and Change-in-Control Arrangements

    Termination and Change-in-Control Arrangements We do not have any separate change-in-control agreements (often referred to as “golden parachute” arrangements) that would pay a certain multiple of an executive’s compensation (e.g., base salary) upon a change-in-control of the company. In certain instances, award agreements and plans may include provisions regarding the payment of compensation in the event of a termination of employment or a change-in-control of our company as follows: • All awards granted under the Incentive Plan contain a “double trigger” provision that provides that awards that are continued, assumed or replaced in connection with a change-in-control will vest, be deemed earned or have restrictions lapse if the award recipient’s employment is terminated involuntarily (other than for “cause”) within 24 months of the change-in-control. If a change-in-control occurs during the performance period for the PSUs, then each PSU will be converted into a share of restricted stock with time-based vesting (with performance generally determined based on performance until the date that the change-in-control occurs), and, if the executive’s employment with us or one of our affiliates is terminated after the change-in-control and prior to the end of the performance period by us or one of our affiliates without cause, by the executive for good reason, or in connection with the executive’s death, disability or retirement, then all restrictions on such shares of restricted stock will lapse upon such termination. • Under the Incentive Plan, following a termination of employment (other than as a result of a change-in-control), our restricted stock awards granted as part of our annual incentive program will continue to vest so long as the termination was not for cause and the employee does not violate certain post-termination restrictions for the remaining vesting term of their awards. • Executive officers who are terminated during the year (other than as a result of a change-in-control) will receive cash and equity compensation for that year under our annual incentive program in the discretion of the Committee.

  39. Equity Grant Timing Policy

    Equity Grant Timing Policy In 2006, we established a policy pursuant to which equity grants to employees will be made only once each quarter, on the 15th calendar day of the month following the public release of earnings for the preceding quarter (or, if the 15th calendar day falls on a weekend or holiday, on the first business day thereafter). This policy covers grants made by the Committee as well as grants made by our CEO to employees other than executive officers pursuant to authority delegated to him by the Committee. We established this policy to provide a regular, fixed schedule for equity grants that eliminates the exercise of discretion with respect to the grant date of employee equity awards.

  40. Summary Compensation Table

    Summary Compensation Table The following table contains compensation information for the fiscal years noted in the table for our named executive officers.

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Bonus(2) ($) | All Other Compensation(3) ($) | Total ($) | | Chad R. Abraham CEO | 2023 | 650,000 | 3,307,681 | 3,503,250(4) | 3,162,500 | 568,018 | 11,191,449 | | | 2022 | 650,000 | 6,087,638 | — | 4,042,500 | 329,290 | 11,109,428 | | | 2021 | 633,333 | 3,085,233 | — | 5,279,167 | 140,481 | 9,138,214 | | Timothy L. Carter Former CFO(5) | 2023 | 425,000 | 722,124 | — | 1,045,000 | 114,653 | 2,306,777 | | | 2022 | 425,000 | 1,003,374 | — | 1,203,125 | 65,363 | 2,696,862 | | | 2021 | 425,000 | 607,235 | — | 1,671,875 | 21,927 | 2,726,037 | | James P. Baker Global Co-Head of Investment Banking and Capital Markets | 2023 | 425,000 | 1,206,723 | — | 2,269,063 | 184,549 | 4,085,335 | | | 2022 | 425,000 | 1,712,878 | — | 2,368,438 | 37,794 | 4,544,110 | | | 2021 | 425,000 | 936,890 | — | 3,362,188 | 16,678 | 4,740,756 | | Michael R. Dillahunt(6) Global Co-Head of Investment Banking and Capital Markets | 2023 | 425,000 | 1,409,165 | — | 2,269,063 | 48,899 | 4,152,127 | | | 2022 | 425,000 | 1,636,940 | — | 2,765,938 | 44,249 | 4,872,127 | | Jonathan J. Doyle Vice Chairman and Head of Financial Services | 2023 | 500,000 | 2,362,575 | — | 3,146,875 | 746,987 | 6,756,437 | | | 2022 | 500,000 | 2,562,554 | — | 4,637,500 | 41,883 | 7,741,937 | | | 2021 | 500,000 | 2,062,269 | — | 7,687,500 | 32,685 | 10,282,454 |

  42. Summary Compensation Table

    (1) The entries in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date value of the restricted stock, PSUs, and stock option awards computed in accordance with FASB ASC Topic 718. SEC rules do not permit inclusion in a given year of stock awards attributable to a particular year’s performance, as is the case for salary and bonus amounts. For example, the restricted stock and PSU grants disclosed in 2023 were made in February 2023, and were related to 2022 performance. See Note 19 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, for the assumptions used in the valuation of the awards granted during 2023 in accordance with FASB ASC Topic 718. The grant date fair value of the restricted stock, stock options, and PSUs granted during February 2023 if target performance and maximum performance is achieved are as follows:

  43. Summary Compensation Table

    | Name | Restricted Stock Awards (granted in February 2023 for 2022 performance) ($) | PSUs (granted in February 2023 for 2022 performance) | | Performance- Based Stock Option Award (granted in February 2023) ($) | | | | Target ($) | Maximum ($) | | | Chad R. Abraham | 1,102,514 | 2,205,167 | 4,410,334 | 3,503,250 | | Timothy L. Carter | 240,777 | 481,347 | 962,694 | — | | James P. Baker | 402,227 | 804,497 | 1,608,994 | — | | Michael R. Dillahunt | 469,756 | 939,409 | 1,878,818 | — | | Jonathan J. Doyle | 787,533 | 1,575,043 | 3,150,086 | — |

  44. Summary Compensation Table

    The amounts in this column include for the applicable year (i) the cash compensation earned under our annual incentive program and (ii) the portion of the annual incentive compensation earned during the year and paid in restricted compensation in the form of restricted investment fund shares under our MFRS Plan (which was 50% of the restricted compensation for 2023 annual incentive compensation). The following amounts earned for 2023 performance were paid to the named executive officers in the form of restricted investment fund shares in February 2024: Mr. Abraham: $862,500; Mr. Carter: $210,000; Mr. Baker: $385,313; Mr. Dillahunt: $385,313; and Mr. Doyle: $534,375. The MFRS vest in three equal annual installments from the date of grant. All other compensation for 2023 includes the following payments of accrued cash dividends from vested restricted shares and PSUs: Mr. Abraham: $557,149; Mr. Carter: $103,784; Mr. Baker: $173,680; Mr. Dillahunt: $38,030; and Mr. Doyle: $725,124. The other amounts reported include 401(k) matching contributions, insurance premiums for life and long-term disability benefits, and limited personal use of aircraft that our company has use of under a contract with FlexJet. Under this contract, the company pays certain hourly and monthly fees for its use of two different airplanes. The incremental cost to the company excludes monthly fees because such fees do not change based on usage. The value of personal use of aircraft under the FlexJet arrangement is imputed for federal income tax purposes as income based on Internal Revenue Service guidelines using Standard Industry Fare Level rates, which are determined by the U.S. Department of Transportation. We do not reimburse or otherwise gross-up any income tax owed for personal use of an aircraft. (4) On February 15, 2023, the Committee granted a special performance-based non-qualified stock option to Mr. Abraham to purchase 75,000 shares of our common stock. The option was awarded with an exercise price of $170.76, which represented a 10% premium to over the closing price of a share of our common stock on the grant date. The option vests in three equal parts on the third, fourth, and fifth anniversaries of the date of grant as long as Mr. Abraham remains an employee of the company. (5) Mr. Carter will retire from our company in April 2024. Mr. Dillahunt was not a named executive officer for 2021. Accordingly, the table above includes the compensation of Mr. Dillahunt for 2023 and 2022 only.

  45. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding the grants of plan-based awards made to the named executive officers during the year ended December 31, 2023.

  46. Grants of Plan-Based Awards

    | Name | Grant Date | Compensation Committee Approval Date | 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 | — | — | — | — | — | — | — | — | — | | | 2/15/2023 | 2/8/2023 | 4,653 | 12,406 | 24,812 | — | 75,000 | 170.76 | 5,708,417 | | | 2/15/2023 | 2/8/2023 | — | — | — | 7,102 | — | — | 1,102,514 | | Timothy L. Carter | — | — | — | — | — | — | — | — | — | | | 2/15/2023 | 2/8/2023 | 1,016 | 2,708 | 5,416 | — | — | — | 481,347 | | | 2/15/2023 | 2/8/2023 | — | — | — | 1,551 | — | — | 240,777 | | James P. Baker | — | — | — | — | — | — | — | — | — | | | 2/15/2023 | 2/8/2023 | 1,698 | 4,526 | 9,052 | — | — | — | 804,497 | | | 2/15/2023 | 2/8/2023 | — | — | — | 2,591 | — | — | 402,227 | | Michael R. Dillahunt | — | — | — | — | — | — | — | — | | | | 2/15/2023 | 2/8/2023 | 1,982 | 5,285 | 10,570 | — | — | — | 939,409 | | | 2/15/2023 | 2/8/2023 | — | — | — | 3,026 | — | — | 469,756 | | Jonathan J. Doyle | — | — | — | — | — | — | — | — | — | | | 2/15/2023 | 2/8/2023 | 3,323 | 8,861 | 17,722 | — | — | — | 1,575,043 | | | 2/15/2023 | 2/8/2023 | — | — | — | 5,073 | — | — | 787,533 |

  47. Grants of Plan-Based Awards

    (1) The amounts in this column reflect the number of PSUs granted to the named executive officers on February 15, 2023, which will be earned and vest based on our adjusted ROE and our relative TSR as measured on a relative basis compared to other companies within the Russell 3000 that have an investment banking GICS code as of the date of the grant over a 36-month performance period. The number of PSUs granted to each named executive officer was determined by dividing a dollar value for the named executive officer’s award by the fair market value of a PSU, rounded up to the nearest whole PSU. The fair market value of each PSU granted on February 15, 2023, was $177.75. The 50% portion of the PSU award that vests based on relative TSR was determined to have a fair market value of $100.13 per PSU, and was determined by using a Monte Carlo simulation, which assumed a risk-free interest rate of 4.35% and expected stock price volatility of 47.5%. The remaining 50% of the award that vests based on adjusted ROE was determined to have a fair market value of $77.62 per PSU, and was determined based on the $155.24 closing price of a share of our common stock on the NYSE on February 15, 2023. The number of PSUs reflected in the table above represents the threshold, target, and maximum number of shares of our common stock that may be issued pursuant to the PSU awards depending on the performance metrics that are achieved. If the performance metrics that are achieved for the adjusted ROE and/or the relative TSR measures exceed the target amounts, then the maximum number of shares of common stock that can be earned under the PSU awards are 200% of the target number of shares. (2) The February 2023 PSUs do not provide any voting rights, but do provide the recipient with dividend equivalent rights, which will be paid out in cash at the end of the performance period only on those shares that are ultimately earned and vested under the award. Cash dividends are reported as “All Other Compensation” in the Summary Compensation Table. For a more complete description of the PSUs, see “Compensation Discussion and Analysis— Long-Term PSU Awards.” (3) The amounts in this column reflect restricted company common stock awards granted to the named executive officers in February 2023 based on their 2022 performance. The shares of restricted stock were granted to these officers on February 15, 2023. All of the restricted stock was granted under the Incentive Plan and will vest in three equal installments on February 16th of each of 2024, 2025, and 2026, assuming the award recipient complies with the terms and conditions of the applicable award agreement. The restricted stock awards are subject to forfeiture prior to vesting following certain terminations of employment or in the event the award recipient is terminated for cause, misappropriates confidential company information, participates in or is employed by a talent competitor of the company, or solicits employees, customers or clients of the company, all as set forth in more detail in the applicable award agreement. Recipients have the right to vote all shares of restricted stock they hold, but do not receive accrued dividends until the shares vest. Cash dividends are reported as “All Other Compensation” in the Summary Compensation Table. The number of shares of restricted stock awarded to each named executive officer for 2022 performance was determined by dividing specified dollar amounts representing a percentage of the individual’s total annual incentive compensation for 2022 by $155.24, the closing price of our common stock on the NYSE on the February 15, 2023 grant date. The grant date fair value is generally the amount the company would expense in its financial statements over the award’s service period under FASB ASC Topic 718.

  48. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information concerning equity awards held by the named executive officers that were outstanding as of December 31, 2023.

  49. Outstanding Equity Awards at Fiscal Year-End

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested(1) (#) | Market Value of Shares of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Chad R. Abraham | 49,000 | — | 99.00 | 2/15/2028 | 19,504 | 3,410,664 | 58,742 | 10,272,214 | | | — | 75,000 | 170.76 | 2/15/2033 | | | | | | Timothy L. Carter | — | — | — | — | 3,577 | 625,510 | 11,356 | 1,985,824 | | James P. Baker | — | — | — | — | 5,999 | 1,049,045 | 18,480 | 3,231,598 | | Michael R. Dillahunt | — | — | — | — | 6,620 | 1,157,639 | 12,614 | 2,205,810 | | Jonathan J. Doyle | — | — | — | — | 98,444 | 17,214,902 | 24,119 | 4,217,690 |

  50. Outstanding Equity Awards at Fiscal Year-End

    (1) The shares of restricted stock vest on the dates and in the amounts set forth in the table below, so long as the award recipient complies with the terms and conditions of the applicable award agreement.

  51. Outstanding Equity Awards at Fiscal Year-End

    | Vesting Date | Chad R. Abraham | Timothy L. Carter | James P. Baker | Michael R. Dillahunt | Jonathan J. Doyle | | January 17, 2024 | — | — | — | — | 41,429 | | February 16, 2024 | 10,306 | 1,807 | 3,015 | 3,402 | 8,822 | | January 17, 2025 | — | — | — | — | 41,429 | | February 16, 2025 | 6,830 | 1,253 | 2,120 | 2,209 | 5,073 | | February 16, 2026 | 2,368 | 517 | 864 | 1,009 | 1,691 |

  52. Outstanding Equity Awards at Fiscal Year-End

    (2) The values in these columns are based on the $174.87 closing sale price of a share of our common stock on the NYSE on December 29, 2023. The numbers in this column reflect the number of PSUs awarded in February of 2021, 2022, and 2023 that will vest on February 28 of 2024, 2025, and 2026, respectively, to the extent earned in accordance with the performance metrics over the three-year performance period. These performance metrics are adjusted ROE and relative total shareholder return. The number of PSUs shown represents the target number of shares of common stock that may be issued pursuant to such award depending on the performance metrics that are achieved.

  53. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information concerning stock options exercised and restricted stock and PSU awards vested during the year ended December 31, 2023.

  54. Option Exercises and Stock Vested

    | Name | Option Awards(1) | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Chad R. Abraham | — | — | 38,431 | 5,844,013 | | Timothy L. Carter | — | — | 7,093 | 1,078,201 | | James P. Baker | — | — | 11,880 | 1,805,848 | | Michael R. Dillahunt | — | — | 3,247 | 499,583 | | Jonathan J. Doyle | — | — | 48,559 | 6,947,224 |

  55. Option Exercises and Stock Vested

    (1) There were no stock options exercised by our named executive officers during 2023. (2) The value realized upon vesting of the restricted stock awards is generally based on the $153.86 closing sale price of a share of our common stock on the NYSE on February 16, 2023, the date on which the awards vested. In addition, Mr. Doyle received 41,428 vested shares on January 17, 2023, from the special employment-related retention award made to him in connection with our acquisition of Sandler in 2020. The value realized upon vesting of that award is based on the $141.21 closing sale price of a share of our common stock on the NYSE on January 17, 2023, the date on which the award vested. In addition, 140% of the PSUs that were granted to our executive officers in February 2020 vested following the certification by our Committee that certain total shareholder return and ROE metrics were met, and each PSU that vested was settled in a share of our common stock. The value realized upon settlement of the PSUs is based on the $151.33 closing sale price of a share of our common stock on the NYSE on February 24, 2023.

  56. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The following table sets forth quantitative information with respect to potential payments to be made to each of the named executive officers or their beneficiaries upon termination in various circumstances, assuming termination on December 31, 2023. In the following table, unless indicated otherwise, all equity is listed at its dollar value as of December 29, 2023, of $174.87.

  57. Potential Payments Upon Termination or Change-in-Control

    | | 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) | — | 6,479,887 | 6,479,887 | 6,479,887 | 6,479,887 | 6,479,887 | — | | PSUs(4) | Indeterminable | Indeterminable | Indeterminable | Indeterminable | Indeterminable | Indeterminable | — | | Stock Options(2)(5) | — | 308,250 | — | — | — | 308,250 | — | | Timothy L. Carter | | | | | | | | | Severance(1) | — | — | — | 212,500 | — | — | — | | Restricted Compensation(2)(3) | — | 1,218,195 | 1,218,195 | 1,218,195 | 1,218,195 | 1,218,195 | — | | PSUs(4) | Indeterminable | Indeterminable | Indeterminable | Indeterminable | Indeterminable | Indeterminable | — | | James P. Baker | | | | | | | | | Severance(1) | — | — | — | 212,500 | — | — | — | | Restricted Compensation(2)(3) | — | 1,956,328 | 1,956,328 | 1,956,328 | 1,956,328 | 1,956,328 | — | | PSUs(4) | Indeterminable | Indeterminable | Indeterminable | Indeterminable | Indeterminable | Indeterminable | — |

  58. Potential Payments Upon Termination or Change-in-Control

    | | 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 ($) | | Michael R. Dillahunt | | | | | | | | | Severance(1) | — | — | — | 212,500 | — | — | — | | Restricted Compensation(2)(3) | — | 2,243,125 | 2,243,125 | 2,243,125 | 2,243,125 | 2,243,125 | — | | PSUs(4) | Indeterminable | Indeterminable | Indeterminable | Indeterminable | Indeterminable | Indeterminable | — | | Jonathan J. Doyle | | | | | | | | | Severance(1) | — | — | — | 250,000 | — | — | — | | Restricted Compensation(2)(3) | — | 19,671,055 | — | 19,671,055 | 19,671,055 | 19,671,055 | — | | PSUs(4) | Indeterminable | Indeterminable | Indeterminable | Indeterminable | Indeterminable | Indeterminable | — |

  59. Potential Payments Upon Termination or Change-in-Control

    (1) Under our Severance Plan, employees may be eligible for severance payments in the event of employment termination by us due to a facility closure, permanent work-force reduction, organizational change that eliminates the employee’s position, or similar event as determined by the company. The named executive officers participate in the Severance Plan on the same basis as all other employees. The amount in the table reflects salary continuation payments calculated in accordance with the provisions of the Severance Plan. In addition, under the Severance Plan, the named executive officers would be entitled to continue to participate in our health and welfare benefits programs at employee rates during the severance period. (2) Under the Incentive Plan, in the event of a change-in-control of Piper Sandler, all awards that are continued, assumed or replaced in connection with a change-in-control will vest, be deemed earned or have restrictions lapse if the recipient’s employment is terminated involuntarily (other than for cause) within 24 months of the change-in-control. (3) Under the applicable award agreements, all of the restricted stock and mutual fund restricted shares awards will continue to vest following a termination of employment only so long as the termination was not for cause and the employee does not violate certain post-termination restrictions; provided, however, that if Mr. Doyle voluntarily terminates his employment without good reason, the unvested portion of his retention restricted stock award shall be forfeited. Vesting of all awards is also accelerated upon a company-determined severance event. The amounts in the table reflect these terms and conditions and assume compliance with any post-termination vesting requirements that are within the named executive officers’ control. With respect to PSU awards, under the applicable award agreement, if the change-in-control occurs within the first 12-months of the performance period, each PSU automatically will become one share of restricted stock as if the performance under the award would have been achieved at the target level. If the change-in-control occurs within the second or third year of the performance period, each PSU automatically will become one share of restricted stock based on the actual performance achieved as if the date of the change-in-control were the last day of the performance period. If the named executive officer remains continuously employed by us after the closing of the change-in-control through the end of the 36-month performance period, all shares of restricted stock arising from the PSUs will vest on the last day of the performance period. If the named executive officer’s employment is terminated after the closing of the change-in-control and prior to the end of the performance period (i) by us without cause, (ii) by the named executive officer for good reason, (iii) in connection with the named executive officer’s death or disability or (iv) under such circumstances qualifying as a retirement, all unvested shares of restricted stock arising from the PSUs will vest on the date of termination of the named executive officer’s employment with us. Because the number of PSUs that would become shares of restricted stock in the event of a change-in-control depends on the date of the change-in-control, the total amounts are not determinable at this time. In the absence of a change in control, if the named executive officer’s employment with us terminates because of a company-determined severance event or the named executive officer’s death or disability, then the named executive officer will earn the same number of PSUs that would otherwise be earned pursuant to the award agreement (or in the case of a company-determined severance event, a pro rata portion of such number) but for the named executive officer’s termination. If the named executive officer experiences a voluntary termination under circumstances qualifying as a retirement or involuntary termination without cause, then the named executive officer will earn the same number of PSUs that would otherwise be earned pursuant to the award agreement but for the named executive officer’s termination, as long as the named executive officer does not violate certain post-termination restrictions. The PSUs that might vest in connection with a named executive officer’s termination as a result of a company-determined severance event, his or her death or disability, voluntary termination under circumstances constituting retirement, or involuntary termination are not determinable at this time. (5) Under the applicable stock option award agreement, the stock options shall vest ratably on the third, fourth, and fifth anniversary of the date of grant, which was February 15, 2023. If Mr. Abraham is terminated by the company without cause following the second anniversary of the date of grant, then the portion of the stock option that was scheduled to vest on the next anniversary of the date of grant shall immediately vest in full and may be exercised until February 15, 2033. If Mr. Abraham’s employment is terminated because of Mr. Abraham’s death or disability, all unvested stock options will immediately vest.

  60. Pay Versus Performance

    Pay Versus Performance The following table contains additional compensation and performance information for our CEO (our principal executive officer ) and other named executive officers (“NEOs”) for the fiscal years noted in the table. The disclosure included in this section is prescribed by SEC rules. For a discussion of how the company views its executive compensation program, including alignment with company performance, see the section titled “Compensation Discussion and Analysis” above.

  61. Pay Versus Performance

    | 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 $100 Investment Based on: | | GAAP Net Income ($) | Adjusted Pre-Tax Operating Income(4) ($) | | | | | | | TSR ($) | Peer Group TSR(3) ($) | | | | 2023 | 11,191,449 | 15,462,145 | 4,325,169 | 6,263,201 | 253.53 | 155.12 | 98,973,000 | 212,943,000 | | 2022 | 11,109,428 | 4,446,107 | 4,963,759 | 2,227,524 | 184.02 | 134.26 | 101,180,000 | 269,153,000 | | 2021 | 9,138,214 | 19,556,186 | 5,480,436 | 10,319,156 | 240.26 | 151.31 | 330,368,000 | 549,952,000 | | 2020 | 6,684,306 | 9,327,590 | 6,791,746 | 8,212,364 | 129.64 | 111.36 | 49,356,000 | 250,288,000 |

  62. Pay Versus Performance

    (1) A reconciliation of Total Compensation from the Summary Compensation Table (“SCT”) to Compensation Actually Paid (“CAP”) to our CEO and the average of our other NEOs is shown below:

  63. Pay Versus Performance

    | | SCT Total ($) | Deduction for SCT Stock and Option Awards ($) | Adjustment for Equity Values* ($) | Compensation Actually Paid ($) | | Chad R. Abraham | | | | | | 2023 | 11,191,449 | (6,810,931) | 11,081,627 | 15,462,145 | | Average of Non-CEO NEOs | | | | | | 2023 | 4,325,169 | (1,425,147) | 3,363,179 | 6,263,201 |

  64. Pay Versus Performance

    The amounts in the Adjustment for Equity Values in the table above are derived from the amounts set forth in the following table:

  65. Pay Versus Performance

    | | 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 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included(a) ($) | Total— Adjustment for Equity Values ($) | | Chad R. Abraham | | | | | | | | 2023 | 8,153,399 | 1,770,014 | — | 1,158,214 | — | 11,081,627 | | Average of Non-CEO NEOs | | | | | | | | 2023 | 1,638,407 | 1,445,737 | — | 279,035 | — | 3,363,179 |

  66. Tabular List of Most Important Performance Measures Used to Determine Compensation Actually Paid for 2023

    Tabular List of Most Important Performance Measures Used to Determine Compensation Actually Paid for 2023 The following table lists the most important performance measures used by the Committee when determining compensation actually paid for our named executive officers in 2023. The measures in the table are not ranked.

  67. Tabular List of Most Important Performance Measures Used to Determine Compensation Actually Paid for 2023

    | Adjusted Pre-Tax Operating Income* | Adjusted ROE* | Adjusted Earnings Per Share* | | Adjusted Net Revenues* | Relative TSR | |

  68. Tabular List of Most Important Performance Measures Used to Determine Compensation Actually Paid for 2023

    * Non-GAAP measures which are defined and reconciled to the most directly comparable GAAP financial measure in Appendix A to this proxy statement.

  69. CEO Pay Ratio

    CEO Pay Ratio We reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee for our fiscal year ended December 31, 2023 was approximately 64:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. The median employee used to calculate this ratio was newly determined as of December 31, 2023. We identified our median employee based on the total compensation, including wages, base salary, incentives, and all other taxable income, reported in Box 1 on the Form W-2s of all of our employees (including full-time, part-time and temporary employees) for fiscal year 2023 who were employed with the company on December 31, 2023, other than our CEO. This total compensation figure includes the amount of wages or base salary the employee received during 2023, the amount of any cash incentives paid to the employee in the year (which includes annual cash incentives that are generally paid in February for performance during the prior fiscal year), the value of any equity grants that vested during the year based on the value of the shares on the date of vesting, and any perquisites or benefits that were included in the employee’s taxable income. With respect to each non-U.S. employee, we determined a total compensation amount equivalent to what would be reported in Box 1 of a U.S.- based employee’s Form W-2, and this total was then converted into U.S. dollars. We did not include any adjustments for the value of any other benefits provided or the annualization of pay for any employees who were employed by us for only part of the year. The total compensation reported on our employees’ Form W-2s during the fiscal year differs from the annual total compensation disclosed for our CEO in the Summary Compensation Table included herein in many respects due to SEC requirements relating to the timing of the disclosure of various compensation elements in the Summary Compensation Table. The annual total compensation, as determined in accordance with Regulation S-K, Item 402(c)(2)(x), of our 2023 median employee was determined to be $177,389, which we then compared to the annual total compensation of our CEO disclosed above in the Summary Compensation Table of $11,191,449. The elements included in the CEO’s annual total compensation are fully discussed above in the footnotes to the Summary Compensation Table.