DEF 14A of Stifel Financial Corp, Apr 26, 2024

DEF 14A of Stifel Financial Corp

Filed Apr 26, 2024 · FY20230001193125-24-114392

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | SUMMARY COMPENSATION TABLE | 48 |

  2. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Grants of Plan-Based Awards | 49 | | Stock Unit Awards and Grant Date Fair Value under ASC 718 | 50 | | Additional Information about Compensation Paid to the Named Executive Officers | 50 | | Outstanding Equity Awards at Fiscal Year-End | 51 | | Option Exercises and Stock Units Vested or Converted | 52 | | Post-Employment Payments Discussion | 53 | | Non-Employee Director Compensation | 54 | | Certain Relationships and Related Transactions | 55 | | CEO Pay Ratio | 56 | | Pay Versus Performance | 56 | | Compensation Committee Report On Executive Compensation . | 58 | | ITEM 2. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY) | 59 | | ITEM 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 60 | | BENEFICIAL OWNERSHIP | 62 | | Ownership of Directors and Executive Officers | 62 | | Beneficial Owners with more than Five Percent of our common stock | 63 | | Beneficial Ownership by Employees | 63 | | QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING | 64 | | OTHER MATTERS | 67 |

  3. CORPORATE GOVERNANCE HIGHLIGHTS

    CORPORATE GOVERNANCE HIGHLIGHTS

  4. CORPORATE GOVERNANCE HIGHLIGHTS

    | Key Facts about our Board |

  5. CORPORATE GOVERNANCE HIGHLIGHTS

    We strive to maintain a well-rounded and diverse Board that balances financial industry expertise with independence, and that balances the institutional knowledge of longer-tenured directors with the fresh perspectives brought by newer directors. As summarized below, our directors bring to our Board a variety of skills and experiences developed across a broad range of industries, both in established and growth markets, and in each of the public, private and not-for-profit sectors.

  6. CORPORATE GOVERNANCE HIGHLIGHTS

    | | | | | | | | | | | | | | | | Board Membership Characteristics | | | | | | | | | | | | | 12 Directors | | Independence, Lead Ind. Dir. | I | I | I | I | I | I | N | I | I | L | N | I | 83% Independent | | Audit Committee (*see page 20) | | | C* | M | | | | M | M | | | C* | 5 Independent Directors | | Compensation Committee | M | | | | | M | | | | C | | | 3 Independent Directors | | Nominations & Corp. Gov. Cte. | | | | | M | | | | C | M | | | 3 Independent Directors | | Risk Management Committee | M | M | | M | C | | | M | | | | | 5 Independent Directors | | Years of Board Service | 5 | 1 | 14 | 1 | 14 | 2 | 27 | 5 | 8 | 7 | 14 | 11 | Average 9 years | | Key Skills | | | | | | | | | | | | | | | Audit, Tax & Accounting | | | 🌑 | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | 8 Directors | | Cybersecurity | 🌑 | | 🌑 | 🌑 | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | | 8 Directors | | Digital | 🌑 | | 🌑 | | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | 8 Directors | | Banking | | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 10 Directors | | Wealth Management | | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 10 Directors | | Institutional Banking | | | 🌑 | 🌑 | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 9 Directors | | General Management | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 12 Directors | | Gov. Regulation and Public Policy | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | | 8 Directors | | Marketing and Branding | 🌑 | | | 🌑 | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | | 7 Directors | | Risk Management | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 12 Directors | | Talent & HR Management | | | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | 8 Directors | | Technology | 🌑 | 🌑 | 🌑 | | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | 9 Directors | | Key Experiences | | | | | | | | | | | | | | | CEO, President or COO | | 🌑 | | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | 8 Directors | | CFO or other Financial Expert | | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | | | | | 🌑 | 6 Directors | | ESG | 🌑 | 🌑 | | | | | 🌑 | 🌑 | 🌑 | 🌑 | | | 6 Directors | | Complex Regulated Industries | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 11 Directors | | Government Service | | 🌑 | | | 🌑 | | | | | | | | 2 Directors | | Private Co. Mgmt. & Governance | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | 🌑 | 🌑 | 10 Directors | | Public Co. Mgmt. & Governance | 🌑 | 🌑 | 🌑 | 🌑 | | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | 10 Directors | | Not-for-Profit | 🌑 | | | 🌑 | | | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | 6 Directors | | Individual Characteristics | | | | | | | | | | | | | | | Age | 57 | 49 | 78 | 56 | 66 | 61 | 65 | 67 | 66 | 55 | 83 | 73 | Average 65 years | | Other Public Board Service | 0 | 0 | 1 | 1 | 1 | 0 | 1 | 0 | 1 | 1 | 0 | 0 | 6 Directors | | Diversity | D | D | | D | | | | | D | | | | 40% of Ind. Dirs. |

  7. CORPORATE GOVERNANCE HIGHLIGHTS

    C, Chair; D, Diverse by race, gender, or sexual orientation; I, Independent; L, Lead Independent Director; M: Member; N, Not independent

  8. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 9 |

  9. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Name | Independence Year Commencing | Occupation and Career Highlights | Committee Membership and Board Leadership | | | Adam T. Berlew | Independent 2019 | CMO, Equinix, Inc.; Former Executive Director, Google Cloud AI & Industry Solutions | Compensation; Risk Management | | | Maryam S. Brown | Independent 2023 | President, SoCalGas; Former Senior Counsel, Energy and Environment, Speaker of the House, US Congress | Risk Management | | | Michael W. Brown | Independent 2010 | Retired, Vice President & CFO, Microsoft Corporation | Audit (as of Annual Meeting) | | | Lisa L. Carnoy | Independent 2023 | Former CFO and Head of Operations, AlixPartners | Audit; Risk Management | | | Robert E. Grady | Independent 2010 | Advisory Partner, Summit Partners Former Partner, The Carlyle Group | Nominations & Corporate Governance; Risk Management, Chair | | | James P. Kavanaugh | Independent 2022 | Co-Founder & CEO, World Wide Technology | Compensation | | | Ronald J. Kruszewski | Not Independent 1997 | Chairman & CEO, Stifel Financial Corp. | Chairman | | | Daniel J. Ludeman | Independent 2019 | Former President and CEO, Wells Fargo Advisors | Audit; Risk Management | | | Maura A. Markus | Independent 2016 | Retired, President, COO & Board Director, Bank of the West | Audit; Nominations & Corporate Governance, Chair | | | David A. Peacock | Independent 2017 | CEO, Advantage Solutions, Former President, Anheuser-Busch | Lead Independent Dir.; Compensation, Chair; Nominations & Corporate Governance | | | Thomas W. Weisel | Not Independent 2010 | Sr. Managing Director, Stifel Financial Corp.; Chairman & CEO, Thomas Weisel Partners Group, Inc. | | | | Michael J. Zimmerman | Independent 2013 | Vice Chairman, Continental Grain Company | Audit, Chair (as of Annual Meeting) |

  10. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 10 |

  11. CORPORATE GOVERNANCE HIGHLIGHTS

    | A Foundation of Sound Governance and Shareholder Outreach |

  12. CORPORATE GOVERNANCE HIGHLIGHTS

    | • | Independent Lead Director, periodically rotated |

  13. CORPORATE GOVERNANCE HIGHLIGHTS

    | • | Annual CEO evaluation by our all-independent Compensation Committee |

  14. CORPORATE GOVERNANCE HIGHLIGHTS

    | • | Ongoing shareholder engagement and demonstrated responsiveness to shareholder input |

  15. CORPORATE GOVERNANCE HIGHLIGHTS

    | • | The Board and its committees may engage independent advisors in their discretion |

  16. CORPORATE GOVERNANCE HIGHLIGHTS

    | • | Annual election of directors |

  17. CORPORATE GOVERNANCE HIGHLIGHTS

    | • | Executive sessions of independent, non-employee directors |

  18. CORPORATE GOVERNANCE HIGHLIGHTS

    | • | Substantial share ownership by each of our named executive officers well in excess of our share ownership requirements |

  19. CORPORATE GOVERNANCE HIGHLIGHTS

    | • | Robust risk control, led by the Board and senior executives, buttressed by processes and committees, embraced throughout the Company |

  20. CORPORATE GOVERNANCE HIGHLIGHTS

    | Board Tenure of Continuing Directors |

  21. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 11 |

  22. CORPORATE GOVERNANCE HIGHLIGHTS

    ITEM 1. ELECTION OF DIRECTORS

  23. CORPORATE GOVERNANCE HIGHLIGHTS

    | | What is being voted on: Election to the Board of our director nominees, each for a one-year term. Board recommendation: FOR each of our director nominees, based on a review of individual qualifications and experience and contributions to our Board. |

  24. CORPORATE GOVERNANCE HIGHLIGHTS

    OUR DIRECTORS Board of Director Nominees’ Qualifications and Experience Our director nominees have a great diversity of experience and bring to our Board a wide variety of skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of shareholders.

  25. CORPORATE GOVERNANCE HIGHLIGHTS

    | Core Qualifications and Experience | | | • Integrity, business judgment and commitment • Demonstrated management ability • Extensive experience in the public, private or not-for-profit sectors | • Leadership and expertise in their respective fields • Financial literacy • Strategic thinking • Reputational focus | | Diversity of Skills and Experiences | | | • Audit, Tax and Accounting • Cybersecurity • Digital • Financial Services: Banking • Financial Services: Global Wealth Management • Financial Services: Institutional • General Management • Government, Regulation and Public Policy • Marketing and Branding • Risk Management | • Talent and HR Management • Technology • CEO, President or COO • CFO or other Financial Expert • ESG • Complex Regulated Industries • Government Service • Private Company Management/Governance • Public Company Management/Governance • Not for Profit |

  26. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 12 |

  27. CORPORATE GOVERNANCE HIGHLIGHTS

    | ADAM T. BERLEW | | | | • Director since 2019, age 57 • Committee Service: Compensation, Risk Management Mr. Berlew brings decades of expertise in cloud, tech and telecom market evaluation, marketing, M&A, product management, portfolio management, process development, financial structuring and talent development. Career Highlights • CMO, Equinix, Inc. (2023 – present) • VP, Atlassian (2022 – 2023) • Executive Director, Google (2017 – 2022) • Cloud AI & Industry Solutions (2021 – 2022) • Americas Cloud Marketing (2017 – 2021) • VP, Global Customer Engagement Marketing, Brocade Communications Systems (2015 – 2017) • VP, Global Marketing and Americas Field Marketing, Equinix (2012 – 2015) • SVP, Strategy and Corporate Development, Triumphant, Inc. (2009 – 2012) • Director Sales & Marketing, Dell, Inc. (2002 – 2008) Additional Professional Experience, Community Involvement and Education • Member, Council on Foreign Relations • Technology Advisory Board, Gridline Communications Corp. • Board Member, US Luge Olympic Committee (2014 – present) • M.B.A., The Wharton School, U. of Pennsylvania • B.A., Brown University Other Public Company Directorships Within the Past 5 Years: • Lazard Growth Acquisition Corp. I (NASDAQ: LGACU) |

  28. CORPORATE GOVERNANCE HIGHLIGHTS

    | MARYAM S. BROWN | | | | • Director since 2023, age 49 • Committee Service: Risk Management Ms. Brown brings experience garnered from leading an organization of over 8,000 employees serving over 21 million natural gas consumers in Southern California and has 25 years’ experience in the energy industry across engineering, legal, policy and regulatory roles. Career Highlights • President, SoCalGas (2019 – present) • Vice President, Federal Affairs, Sempra Energy (2016 – 2019) • United States Congress • Assistant to Speaker for Policy and Senior Energy and Environment Counsel (2012 – 2016) • Chief Counsel, Energy and Power, House Committee on Energy and Commerce (2011 – 2012) Additional Professional Experience, Community Involvement and Education • Chair, American Gas Association Foundation • Member, National Petroleum Council, U.S. Department of Energy • Member, Executive Committee, California Chamber of Commerce |

  29. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 13 |

  30. CORPORATE GOVERNANCE HIGHLIGHTS

    | MICHAEL W. BROWN | | | | • Director since 2010, age 78 • Committee Service: Audit, Chair (until Annual Meeting and, thereafter, Member) Mr. Brown is a retired executive with considerable financial and accounting expertise, including eight years of financial leadership with a leading technology company and directorships at other publicly held companies. Mr. Brown has considerable experience as a director and governor of self-regulatory organizations in the financial services industry. Mr. Brown’s deep technology experience provides the Board and senior management with keen insight and guidance concerning the Company’s cybersecurity and other technology efforts. Career Highlights • Microsoft Corporation, a global software company (NASDAQ: MSFT) • Vice President and Chief Financial Officer (1994 –1997) • Vice President – Finance and Treasurer (1989 –1994) • Deloitte & Touche LLP, a provider of assurance, tax, and business consulting services (1971 – 1989) Additional Professional Experience, Community Involvement and Education • Former Chairman, NASDAQ Stock Market Board of Directors • Former Governor, National Association of Securities Dealers Other Public Company Directorships Within the Past 5 Years: • VMWare, Inc. (NYSE: VMW) • Audit Committee • Compensation Committee • Governance Committee |

  31. CORPORATE GOVERNANCE HIGHLIGHTS

    | LISA L. CARNOY | | | | • Director since 2023, age 56 • Committee Service: Audit, Risk Management Ms. Carnoy is known both for advising clients and building businesses. She has substantial capital markets, M&A and operational experience, with a consistent focus on increasing market share and profitability at every organization. A diversity and inclusion champion and role model, she has been named to American Banker’s list of “Most Powerful Women in Finance.” Career Highlights • Former Chief Financial Officer, Head of Operations, Alix Partners (2018 – 2022) • Bank of America • Division Executive, US Trust; Market President, New York City (2014 –2017) • Head of Global Capital Markets (2012 –2014) • Managing Director, Co-Head of Global Capital Markets (2010 –2012) • Managing Director, Head of Global Equity Capital Markets (2009 –2010) Additional Professional Experience, Community Involvement and Education • Trustee Chair Emerita, Board of Trustees, Columbia University • Independent Director and Treasurer, U.S. Soccer Federation • M.B.A., Harvard Business School • B.A., Columbia University Other Public Company Directorships Within the Past 5 Years: Onex Corporation (TSX: ONEX) |

  32. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 14 |

  33. CORPORATE GOVERNANCE HIGHLIGHTS

    | ROBERT E. GRADY | | | | • Director since 2010, age 66 • Committee Service: Nominations & Corporate Governance; Risk Management, Chair Mr. Grady has extensive leadership experience in the private equity investment and the broker-dealer segments of the financial services industry. Mr. Grady also has substantial federal and state governmental experience as well as strong academic experience. Finally, Mr. Grady has considerable experience as a director of other publicly and privately held companies as well as experience in Environmental, Social and Governance. Career Highlights • Advisory Partner, Summit Partners (2021 – present) • Partner, Gryphon Investors, a private equity investment firm (2015 – 2020) • Chair, NJ State Investment Council (2010 – 2014) • Partner and MD, Carlyle Group (2000 – 2009) • Partner and MD, Robertson Stephens & Co. (1993 – 2000) Additional Professional Experience, Community Involvement and Education • Member, Council on Foreign Relations • Member, Board of Overseers, Hoover Institution, Stanford University • Advisor to the Investment Ctte., the Daniels Fund • Former Chair, National Venture Capital Association • Former Deputy Asst. to Pres. George H.W. Bush • Former Exec. Assoc. Director, Office of Management and Budget, Exec. Office of the President • M.B.A., Stanford Graduate School of Business • A.B., Harvard College Other Public Company Directorships Within the Past 5 Years: • Maxim Integrated Products (NASDAQ: MXIM) |

  34. CORPORATE GOVERNANCE HIGHLIGHTS

    | JAMES P. KAVANAUGH | | | | • Director since 2022, age 61 • Committee Service: Compensation Mr. Kavanaugh translated his drive on the field as a professional soccer player into successful leadership of WWT, a $17 billion information technology systems integrator with nearly 9,000 employees, prioritizing, practicing and executing on what is most important. He has proven experience providing the most complex technical solutions and systems intergration to firms large and small through the combined efforts of his team. Career Highlights • CEO and Co-Founder, WWT, World Wide Technology (1990 – present) Additional Professional Experience, Community Involvement and Education • Investor and board member, Privoro, a cybersecurity firm • Member, Business Roundtable • Co-Founder and Owner, St. Louis City SC, Major League Soccer • Owner and Investor, St. Louis Blues, National Hockey League • Trustee, St. Louis University • B.A., St. Louis University |

  35. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 15 |

  36. CORPORATE GOVERNANCE HIGHLIGHTS

    | RONALD J. KRUSZEWSKI | | | | • Director since 1997, age 65 • Chairman of the Board and Chief Executive Officer Mr. Kruszewski has extensive managerial and leadership experience in the financial services industry in addition to a comprehensive understanding and knowledge of the Company’s day-to-day operations and strategy. Career Highlights • Stifel Financial Corp. • Chairman (2001 – present) • Chief Executive Officer (1997 – present) • President (1997 –2014) Additional Professional Experience, Community Involvement and Education • Vice-Chairman, Board of Directors, Securities Industry and Financial Markets Association (SIFMA) • Former Member, Federal Advisory Council, St. Louis Federal Reserve Board of Directors (2014 – 2019) • Former Chairman, American Securities Association (ASA) • Member, U.S. Ski and Snowboard Team Foundation Board • Trustee, St. Louis University • Member, Chair’s Council for Greater St. Louis, Inc. • Former Chairman, Downtown STL, Inc. • Responsible for Company membership in the World Economic Forum • Member, World Presidents’ Organization – St. Louis Chapter Other Public Company Directorships Within the Past 5 Years: FutureFuel Corp. (NYSE: FF) |

  37. CORPORATE GOVERNANCE HIGHLIGHTS

    | DANIEL J. LUDEMAN | | | | • Director since 2019, age 67 • Committee Service: Audit; Risk Management Mr. Ludeman brings over three decades of experience leading one of the nation’s largest full-service brokerage firms, with a track record of dramatically increased revenue, profits, advisors and locations. Mr. Ludeman has, since retiring from Wells Fargo, devoted himself, through leadership of Concordance Academy, to successfully re-integrating individuals from prison into society, through holistic integrated services including cognitive behavioral programs, mental health and substance abuse treatment, employment readiness, employment, housing and mentoring. Career Highlights • Chairman and CEO, Concordance Academy of Leadership (2014 – present) • President and CEO, Wells Fargo Advisors (2008 – 2013) • President and CEO, Wachovia Securities, LLC (1998 – 2008) Additional Professional Experience, Community Involvement and Education • Member, Board of Directors, Urban League of Metropolitan St. Louis (2015 – 2019) • Trustee Emeritus, University of Richmond • Member, Board of Directors, Opera Theater of St. Louis (2012 – 2021) • Member, Board of Directors, Missouri Botanical Garden (2010 – 2020) • Member, Board of Directors, Variety, the Children’s Charity of St. Louis (2014 – present) • United Way of Greater St Louis (2008 – 2020) |

  38. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 16 |

  39. CORPORATE GOVERNANCE HIGHLIGHTS

    | MAURA A. MARKUS | | | | • Director since 2016, age 66 • Committee Service: Audit; Nominations & Corporate Governance, Chair Ms. Markus is a retired executive who brings over 25 years of experience in banking to the Board. Ms. Markus has been named one of American Banker’s Most Powerful Women in Banking multiple times. Through her proven service as an executive and director of leading financial service companies, Ms. Markus brings substantial knowledge and expertise to the Board of Director’s deliberations. Career Highlights • Bank of the West, President, Chief Operating Officer and Board Director (2010 – 2014) • Broadridge Financial Solutions, Inc., Director, Member, Audit Committee and Chair, Comp. Committee (2013 – present) • Citigroup (1987 – 2009) • Executive Vice President, Head of International Retail Banking (2007 – 2009) • President, Citibank N.A. (2000 – 2007) • President, Citibank Greece (1997 – 2000) • European Sales and Marketing Director (1994 – 1997) Additional Professional Experience, Community Involvement and Education • Trustee, College of Mount St. Vincent in New York • Former Board Member, Year Up San Francisco Bay Area Talent and Opportunity • Former Board Member, Catholic Charities San Francisco and New York • Former Executive Committee and Board Member, Junior Achievement New York • Financial Services Roundtable, Former Member • M.B.A., Harvard Business School • B.A., Boston College, summa cum laude Other Public Company Directorships Within the Past 5 Years: • Broadridge Financial Solutions, Inc. (NYSE: BR) |

  40. CORPORATE GOVERNANCE HIGHLIGHTS

    | DAVID A. PEACOCK | | | | • Director since 2017, age 56 • Lead Independent Director • Committee Service: Compensation, Chair; Nominations & Corporate Governance Mr. Peacock brings entrepreneurial, corporate, manufacturing, and marketing expertise to the Board. In addition, through his service as president of a global consumer brand, Mr. Peacock brings an in-depth knowledge and expertise in corporate governance, branding, marketing and market presence. Career Highlights • CEO, Advantage Solutions, Inc. (2023 – present) • Continental Grain Co., Director and COO (2021 – 2023) • Post Holdings Corp., Director (2021 – present) • Schnucks Markets, Inc., President and COO (2017 – 2021) • Anheuser-Busch (1992-2012), President (2008 – 2012) Additional Professional Experience, Community Involvement and Education • Board of Directors, Pink Ribbon Girls, which supports women with breast cancer • Board of Trustees, Urban League of Metropolitan St. Louis Other Public Company Directorships Within the Past 5 Years: • Post Holdings Partnering Corp. |

  41. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 17 |

  42. CORPORATE GOVERNANCE HIGHLIGHTS

    | THOMAS W. WEISEL | | | | • Director since 2010, age 83 Mr. Weisel has extensive entrepreneurial and operational experience in the financial services industry, as evidenced by his founding and development of the investment firms of Thomas Weisel Partners Group, Inc. and Montgomery Securities prior to joining the Company. Career Highlights • Senior Managing Director, Stifel Financial Corp. (2011 – present) • Founder, Chairman and Chief Executive Officer, Thomas Weisel Partners Group, Inc. (1999 – 2010) • Founder, Chairman, and Chief Executive Officer, Montgomery Securities (1971 – 1997) • Lifetime Achievement Award, National Venture Capital Association (2006) • George Steinbrenner Sport Leadership Award, US Olympic Foundation (2011) • Inducted into the U.S. Ski and Snowboard Hall of Fame (Class of 2017) Additional Professional Experience, Community Involvement and Education • Trustee, The Sports Neurology Clinic, Inc. • Trustee, Maui Greens, Inc. • Member and former Chairman, U.S. Ski and Snowboarding Team Foundation • Member and former Chairman, USA Cycling Foundation Board • Former Member, Board of Trustees, San Francisco Museum of Modern Art • Former Chairman and Board Member, Empower America • Former Chairman, Capital Campaign for California School of Arts & Crafts • Former Member, Board of Directors, Stanford Endowment Management Board • Former Member, Advisory Board, Harvard Business School • Former Board Member, NASDAQ • Former Trustee, Museum of Modern Art in New York |

  43. CORPORATE GOVERNANCE HIGHLIGHTS

    | MICHAEL J. ZIMMERMAN | | | | • Director since 2013, age 73 • Committee Service: Audit, Chair (as of Annual Meeting and until then, Deputy Chair) Mr. Zimmerman’s experience within the financial services industry and his understanding of investment banking provide valuable judgment and insights. This background, together with perspectives applied as an independent director and audit committee member of a publicly held company, brings knowledge and a skill set integral to our Board. Career Highlights • Continental Grain Company, a diversified international agribusiness and investment firm • Director (2020 – present) • Vice Chairman (2012 – present) • Executive Vice President and Chief Financial Officer (1999 – 2012) • Senior Vice President, Investments and Strategy (1996 – 1999) • Managing Director, Salomon Brothers, Inc. (1976 – 1996) Additional Professional Experience, Community Involvement and Education • Member of Board of Directors and Audit Committee Chairman, Energy Trading Innovations LLC and Castleton Commodities International, LLC • Trustee, Mount Sinai Health System, a non-profit health care organization • Chairman, Investment Committee, U.S. Holocaust Memorial Museum • Prior experience as non-executive chairman of two public companies |

  44. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 18 |

  45. CORPORATE GOVERNANCE HIGHLIGHTS

    OUR CORPORATE GOVERNANCE PRINCIPLES The Board has adopted Corporate Governance Guidelines (‘‘Principles’’), which are available in the corporate governance section of the Company’s web site at www.stifel.com. The Principles set forth the practices the Board follows with respect to, among other matters, the role and duties of the Board, size and composition of the Board, director responsibilities, Board committees, director access to officers, employees and independent advisors, director compensation and performance evaluation of the Board. As described in the Principles, the role of the Board is to oversee management of the Company in its efforts to enhance shareholder value and conduct the Company’s business in accordance with its mission statement. In that connection, the Board helps management assess long-range strategies for the Company, and evaluates management performance. It is a responsibility of the Board to assess each director’s independence regularly and to take appropriate actions in any instance in which the requisite independence has been compromised. The Board has determined that Directors Berlew, Maryam Brown, Michael Brown, Carnoy, Grady, Kavanaugh, Ludeman, Markus, Peacock, and Zimmerman are independent directors under the rules of the NYSE and the SEC, including NYSE rules regarding the independence of the Compensation Committee, and reviewed information provided by the directors in questionnaires concerning the relationships that we may have with each director. Board of Directors – Leadership, Risk Oversight and Meetings Leadership: The continuing membership of our Board is composed of 9 independent directors and 2 employee directors. The Board strategically considers the combination or separation of the Chairman and Chief Executive Officer roles as an integral part of its planning process and corporate governance philosophy. Ronald J. Kruszewski concurrently serves as both the Chairman of the Board and Chief Executive Officer. The Board believes that this structure serves the Company well because it provides consistent leadership and accountability for managing Company operations. However, our Board also holds regularly scheduled executive sessions without management, at which the lead independent director presides in compliance with the NYSE Corporate Governance Standards. These sessions occurred quarterly in 2023. Lead Director: Mr. David Peacock is currently the Independent Lead Director of Stifel Financial Corp. The Board has determined that the Lead Director will: have authority to call meetings of the independent directors; chair meetings of the independent directors; liaise between management and independent directors; serve ex officio on all committees of which the lead director is not otherwise a member and, with the chair of the Compensation Committee, lead CEO performance evaluation and succession planning. The Board believes that the Lead Director role should be filled by an independent director selected by the independent directors in order to promote independence of oversight and development of the independent directors’ overall contribution to the Board. Risk Oversight: Our Board has responsibility for the oversight of risk management. Our Board, either as a whole or through its Committees, regularly discusses with Company management our major risk exposures, their potential impact, and the steps we take to monitor and control such exposures. While our Board is ultimately responsible for risk oversight, each of our Committees assists the full Board in fulfilling its oversight responsibilities in certain areas of risk. In particular, the Audit Committee focuses on the management of financial and accounting risk exposures. The Compensation Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. Finally, the Risk Management Committee focuses on the management of risks associated with Board organization, membership, and structure, and the organizational and governance structure of our company, including cybersecurity matters. We have an Enterprise Risk Management program under the direction of our Chief Risk Officer, who coordinates with management committees, including the Asset Liability Management Committee, the Products & Services Committee, the Conflicts of Interest Committee, the Operational Risk Committee, and the Disclosure Committee. Meetings: During 2023, our Board met 7 times, including both regularly scheduled and special meetings. During the year, attendance by incumbent continuing directors of all meetings held by the Board and all Committees on which they serve exceeded 80%. We encourage our directors to attend the Annual Meeting of Shareholders. Last year, 58% of directors attended the Annual Meeting.

  46. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 19 |

  47. CORPORATE GOVERNANCE HIGHLIGHTS

    COMMITTEES OF THE BOARD OF DIRECTORS The standing committees of our Board are the Audit Committee, Compensation Committee, Nominations & Corporate Governance Committee and Risk Management Committee. Each operates pursuant to a written charter approved by the Board. The full text of each such charter and our corporate governance guidelines are available in the “Corporate Governance” section of our web site located at www.stifel.com, or may be obtained by any shareholder, without charge, upon request by contacting Mark P. Fisher, our Corporate Secretary, at (415) 364-2500 or by e-mail at investorrelations@stifel.com.

  48. CORPORATE GOVERNANCE HIGHLIGHTS

    | Audit Committee | | | The Audit Committee met 8 times during 2023. | | | Committee Chair:* • Michael Brown • Zimmerman Members: • Carnoy • Ludeman • Markus Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board. | Committee Role, Responsibilities and Qualifications: | | | • Recommending to the Board a public accounting firm to be nominated for shareholder ratification as our independent auditors and compensating and terminating auditors as deemed necessary; • Meeting periodically with our auditors and financial management to review the scope of the proposed audit for the then-current year, the proposed audit fees, and the audit procedures to be utilized, reviewing the audit and eliciting the judgment of the independent auditors regarding the quality of the accounting principles applied to our financial statements; and • Evaluating on an annual basis the qualification, performance, and independence of the independent auditors, based on the Audit Committee’s review of the independent auditors’ report and the performance of the independent auditors throughout the year. • Each member of the Audit Committee is financially literate, knowledgeable, and qualified to review financial statements. Our Board has designated each Audit Committee member an “audit committee financial expert.” * Mr. Michael Brown is currently Chair and Mr. Zimmerman is currently Deputy Chair of the Committee. As part of a transition plan, as of the date of the Annual Meeting, Mr. Zimmerman will become Chair and Mr. Michael Brown will become a member. | | Compensation Committee | | | The Compensation Committee met 4 times during 2023. | | | Committee Chair: • Peacock Members: • Berlew • Kavanaugh Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board. | Committee Role, Responsibilities and Qualifications: | | | • Reviewing executive performance and recommending to our Board the compensation of each of our executive officers; • Reviewing market data to assess the components of our executive compensation; • Reviewing and approving executive compensation elements and plans; • Making recommendations to our Board regarding the adoption, amendment, and rescission of certain employee benefit plans; and • Reviewing the Company’s compensation policies and practices with respect to the Company’s employees to ensure that they are not reasonably likely to have a material adverse effect on the Company. • During 2023, there were no interlocks or insider participation on the part of the members of the Compensation Committee. • See page 56 for further description of the lack of interlocks and insider participation on the Compensation Committee. |

  49. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 20 |

  50. CORPORATE GOVERNANCE HIGHLIGHTS

    | Nominations & Corporate Governance Committee |

  51. CORPORATE GOVERNANCE HIGHLIGHTS

    The Nominations & Corporate Governance Committee met 5 times during 2023.

  52. CORPORATE GOVERNANCE HIGHLIGHTS

    | Committee Chair: • Markus Members: • Grady • Peacock Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board. | Committee Role & Responsibilities: | | | • Overseeing Board and Board Committee organization, membership, and structure; • Leading Board and Board Committee self-evaluation; • Overseeing the Corporation’s executive and corporate structure and recommending improvements to its effectiveness; • Searching for individuals qualified to become members of our Board and selecting director nominees to be presented for election at the Annual Meeting of Shareholders and considering nominees for directors recommended by our shareholders; • Reviewing the Company’s charitable strategy, Company political contributions and lobbying policies, Company conservation and environmental policies, and Company efforts to sustain the economic development of the communities in which it operates; and • Fostering the Company’s efforts to encourage diversity and respect for diversity among the Corporation’s associates, including its leadership, considering gender diversity, racial diversity, ethnic diversity and other diversity of background and identification. |

  53. CORPORATE GOVERNANCE HIGHLIGHTS

    | Risk Management Committee | | The Risk Management Committee met 5 times during 2023. |

  54. CORPORATE GOVERNANCE HIGHLIGHTS

    | Committee Chair: • Grady Members: • Berlew • Maryam Brown • Carnoy • Ludeman Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board. | Committee Role & Responsibilities: | | | • Regularly reviewing our aggregate risk exposures and risk management processes with management, including our Chief Executive Officer, Chief Financial Officer, Chief Risk Officer and Chief Compliance Officer; • Considering cybersecurity matters, with a special meeting devoted each year to cybersecurity; • Overseeing the Company’s Enterprise Risk Management program and the Company’s responsiveness to and discussions and compliance with the Federal Reserve Bank of St. Louis and other regulators’ input, reviews and rules; • Considering the wide range of risks the Company confronts, including market risk, credit risk, technological and operational risk, liquidity and funding risk, compliance and legal risk, reputational risk, risks arising from actual or potential conflicts of interest, and strategic risk; and • Reviewing newly developing Company risks and the Company’s efforts to address these developments. |

  55. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 21 |

  56. CORPORATE GOVERNANCE HIGHLIGHTS

    OTHER GOVERNANCE MATTERS Director Nominations by Shareholders In accordance with the Nominations & Corporate Governance Committee’s charter and our corporate governance guidelines, the Nominations & Corporate Governance Committee considers nominees recommended by shareholders and reviews the qualifications and contributions of the directors standing for election each year. Shareholders may recommend individuals to the Nominations & Corporate Governance Committee for consideration as potential director nominees by giving written notice to Mark Fisher, our Corporate Secretary, at least 90 days, but not more than 120 days, prior to the anniversary of our preceding year’s annual meeting, along with the specific information required by our By-Laws, including, but not limited to, the name and address of the nominee; the number of shares of our common stock beneficially owned by the shareholder (including associated persons) nominating such nominee; and a consent by the nominee to serve as a director, if elected, that would be required for a nominee under the SEC rules. If you would like to receive a copy of the provisions of our By-Laws setting forth all of these requirements, please send a written request to Stifel Financial Corp., Attention: Mark P. Fisher, Corporate Secretary, One Financial Plaza, 501 North Broadway, St. Louis, Missouri 63102-2102. The Nominations & Corporate Governance Committee has not adopted any specific policy for considering the recommendation of director nominees by shareholders, but will consider shareholder nominees on the same basis as other nominees. Please also see the procedures described in the section entitled “How can I make a Shareholder Proposal for the 2025 Annual Meeting?” on page 67 of this Proxy Statement. Code of Ethics and Corporate Governance In accordance with the requirements of the NYSE and the Sarbanes-Oxley Act of 2002, we have adopted Corporate Governance Guidelines as well as charters for each Board committee. These guidelines and charters are available for review under the “Corporate Governance” section of our web site at www.stifel.com. We have also adopted a Code of Ethics for Directors, Officers, and Associates. The Code of Ethics is also posted in the “Corporate Governance” section of our web site, located at www.stifel.com, or may be obtained by any shareholder, without charge, upon request by contacting Mark P. Fisher, our Corporate Secretary, at (415) 364-2500 or by e-mail at investorrelations@stifel.com. We have established procedures for shareholders or other interested parties to communicate directly with our Board, including the presiding director at the executive sessions of the non-management directors or the non-management directors as a group. Such parties may contact our Board by mail at: Stifel Financial Corp., Attention: Ronald J. Kruszewski Chairman of the Board, 501 North Broadway, St. Louis, Missouri 63102-2102. All communications made by this means will be received by the Chairmen of the Board and relayed promptly to the Board or the individual directors, as appropriate Relationship of Risk Management to Compensation The Board and the Compensation Committee, with the assistance of management, periodically reviews our compensation policies and practices for all employees and has concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, the Board and Compensation Committee, with the assistance of management, undertook the following process: We conducted an analysis of our incentive compensation programs by an interdisciplinary team led by our CRO and our outside independent compensation consultant. Other members of the team consisted of employees in risk management, accounting/payroll, legal, internal audit and human resources. This team conducted an initial evaluation of our compensation programs and policies across six elements: first, performance measures; second, funding; third, performance period and pay mix; fourth, goal setting; fifth, leverage; and sixth, controls and processes, focusing on significant risk areas. The team found that formula-based funding of bonus pools is utilized appropriately across the Company. These formulas varied, with most being either commission-based or total-compensation based, with respect to net revenues, taking into consideration operating profits. The team found that the allocation of bonus pools is generally aligned with the employee’s span of control and level of potential contribution. The team also determined that most bonus pools are not distributed on a purely formula basis, but instead based on subjective factors, including longer term performance and ongoing consideration by the employee of the risks involved in the business. The team also noted the risk mitigation effect of our stock bonus plan allocation formula, which imposes the requirement that any employee with annual compensation of greater than $200,000 receives at least 15% of their total compensation in deferred equity and debentures. The percentage of deferrals increases to up to 40% for those employees receiving over $1 million in annual compensation. The deferred compensation vests ratably over a period of five to ten years. As the vast majority of our revenue producers and senior managers receive deferred compensation, we believe that this effectively mitigates the outsized risk taking as it enables the company to potentially claw back a significant portion of unvested compensation.

  57. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 22 |

  58. CORPORATE GOVERNANCE HIGHLIGHTS

    In light of the above, our Board and Compensation Committee continue to conclude that our compensation policies in general, and our incentive programs in particular, remain well aligned with the interests of our shareholders and do not create risks that are reasonably likely to result in a material adverse impact on the Company. Director Share Ownership Guideline A policy of the Board is that non-employee directors generally reach holdings of Stifel common shares of at least $400,000 by market value. The full policy is part of Stifel’s Corporate Governance Guidelines, available at the investor relations section of Stifel’s website. Age A policy of the Board is that non-employee Directors may stand for reelection in any year upon having reached the age of 75 as of the first day of that year and must transition responsibilities and resign no later than the date of the next Annual Meeting. The Board makes exceptions to this policy if it determines such exception would be in the Company’s best interest. The Board has made such a determination with respect to Mr. Michael Brown, in connection with its transition plan for Audit Committee leadership.

  59. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 23 |

  60. CORPORATE GOVERNANCE HIGHLIGHTS

    COMPENSATION DISCUSSION & ANALYSIS COMMITTEE PROCESS AND DETERMINATIONS

  61. CORPORATE GOVERNANCE HIGHLIGHTS

    | The Committee’s Process for Decision Making |

  62. CORPORATE GOVERNANCE HIGHLIGHTS

    | Our Roadmap for Compensation |

  63. CORPORATE GOVERNANCE HIGHLIGHTS

    | 1. | 2. | 3. | 4. | 5. | | Identify Key Metrics (Quantitative & Qualitative) | Establish Peer Group, Gather Market Pay and Shareholder Input | Review of Performance and Market | Make Year-End Pay and Performance Decisions | Determine Form and Allocate Awards | | Financial Objectives: growth in earnings; net income and revenue; risk management Long-Term Objectives: increase ROCE and book value; enhance return to shareholders Strategic Objectives: integration of acquisitions; organic growth | Ongoing solicitation of shareholder input and incorporation of shareholder compensation priorities Independent consultant assisted the Committee with: identifying peer companies; gathering peer and supplemental market pay data for Committee reference. | Periodic updates during the year from the CEO Company performance; segment performance; individual executive officer performance. Periodic updates from independent consultant: relative performance; competitive pay levels; alignment of pay and performance; market trends. | Committee decisions based on results of the incentive framework (see below) that include an in depth review of Company, CEO and other executive officer performance across multiple factors. Pay for executive officers other than the CEO recommended by CEO, subject to Committee approval. | Committee awarded 2023 incentive compensation in the form of cash salary and bonuses composed of cash, debenture, restricted cash, RSU and PRSU components. |

  64. CORPORATE GOVERNANCE HIGHLIGHTS

    | Committee Views of Proportion and Form of Compensation |

  65. CORPORATE GOVERNANCE HIGHLIGHTS

    The Committee continued to emphasize “At-Risk” compensation in determining the annual incentive compensation of the CEO and the other named executive officers. The Committee divides the various elements of compensation described above in “Key Executive Compensation Program Elements” into two categories: compensation that is “Realized” because it is not subject to forfeiture and compensation that is “At-Risk” because it is subject to forfeiture. The Committee determined that the allocation of variable compensation between Realized and At-Risk compensation for the CEO and other named executive officers for 2023 is as follows: 2023 Allocation of Realized and At-Risk Annual Incentive Compensation:

  66. CORPORATE GOVERNANCE HIGHLIGHTS

    | Named Executive Officer | Realized Compensation | At-Risk Compensation | | CEO: Mr. Kruszewski | 21% of Annual Incentive Compensation | 79% of Annual Incentive Compensation | | Office of the President: Co-Presidents Zemlyak and Nesi | 35% of Annual Incentive Compensation | 65% of Annual Incentive Compensation | | Committee Assessment: | Realized and Not Retentive | At-Risk and Retentive |

  67. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 24 |

  68. CORPORATE GOVERNANCE HIGHLIGHTS

    | Incentive Assessment Framework |

  69. CORPORATE GOVERNANCE HIGHLIGHTS

    The committee evaluates named executive officer incentive compensation based on various factors, and summarizes its judgment on groups of these factors as being below, meeting or exceeding its expectations. The following is an assessment based upon primary performance goals, additional considerations, strategic goals and overall Company performance. See “Use of Non-GAAP Measures” on page 47 for a description of how and why the Non-GAAP measures differ from GAAP measures.

  70. CORPORATE GOVERNANCE HIGHLIGHTS

    | Incentive Assessment Framework Results |

  71. CORPORATE GOVERNANCE HIGHLIGHTS

    | Primary Performance Goals | 2023 Result | Year-Over-Year Change | | ▶ Non-GAAP Pre-Tax Net Income | $770mm | 19% | | ▶ Non-GAAP Net Revenue | $4.35bn | 1% | | ▶ Non-GAAP Diluted Earnings per Share (EPS) | $4.68 | 19% |

  72. CORPORATE GOVERNANCE HIGHLIGHTS

    | Company Performance on Primary Goals, Committee Assessment | ☐ Below | ☑ Meets | ☐ Exceeds |

  73. CORPORATE GOVERNANCE HIGHLIGHTS

    | Additional Considerations | 2023 Result | Year-Over-Year Change | | ▶ Non-GAAP Return on Common Equity | 12% | 4% | | ▶ Total Shareholder Return (price increase + dividend) | $12.22 | $23.07 | | ▶ Non-GAAP Pre-Tax Margin on Net Revenues | 18% | 4% | | ▶ Book Value Per Share | $45.61 | 4% | | ▶ Non-GAAP Comp to Revenue Ratio | 58% | even | | ▶ Total Capitalization of Stifel Financial Corp. | $7.0bn | 14% |

  74. CORPORATE GOVERNANCE HIGHLIGHTS

    | Company Performance on Additional Considerations, Committee Assessment | ☐ Below | ☑ Meets | ☐ Exceeds |

  75. CORPORATE GOVERNANCE HIGHLIGHTS

    | Performance Categories | Achievements | | ▶ Financial Results | See pages 31 to 35 for a detailed description of achievements in these four categories in relation to each named executive officer. | | ▶ Strategic Achievement | | | ▶ Leadership | | | ▶ Risk Management | |

  76. CORPORATE GOVERNANCE HIGHLIGHTS

    | Company Performance on Strategic Goals, Committee Assessment | ☐ Below | ☑ Meets | ☐ Exceeds |

  77. CORPORATE GOVERNANCE HIGHLIGHTS

    | Overall Assessment |

  78. CORPORATE GOVERNANCE HIGHLIGHTS

    | Overall Company Performance, Committee Assessment | ☐ Below | ☑ Meets | ☐ Exceeds |

  79. CORPORATE GOVERNANCE HIGHLIGHTS

    Year-over-year changes to percentages are expressed as the absolute difference between the percentages. Year-over-year changes to values are expressed as relative percentages except when values change between negative and positive, in which case changes are expressed as absolute amounts.

  80. CORPORATE GOVERNANCE HIGHLIGHTS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 25 |

  81. EXECUTIVE COMPENSATION DETERMINATIONS FOR 2023

    | Alignment of CEO Compensation with Key Performance Measures |

  82. EXECUTIVE COMPENSATION DETERMINATIONS FOR 2023

    | • | The total amount of annual CEO compensation has closely tracked historical Stifel performance, as measured by the three primary performance goals established by the Committee: non-GAAP net revenue, non-GAAP pre-tax net income and non-GAAP diluted EPS, emphasizing non-GAAP pre-tax net income and non-GAAP diluted EPS. See “Use of Non-GAAP Measures” on page 47 for a description of how and why these measures differ from GAAP measures. |

  83. 2023 COMPENSATION DETERMINATIONS FOR NAMED EXECUTIVE OFFICERS

    | Name | Year | Fixed Compensation | | Annual Incentive Compensation | | | Subtotal At-Risk | Total Compen- sation(1) | | | | Base Salary | | Cash Bonus | RSUs, RSAs, Debentures and Restricted Cash | PRSUs | | | | Ronald J. Kruszewski | 2023 | 0.20 | | 2.26 | 4.52 | 4.52 | 9.04 | 11.50 | | | 2022 | 0.20 | | 2.00 | 7.00 | 5.00 | 12.00 | 14.20 | | | 2021 | 0.20 | | 6.70 | 6.30 | 4.00 | 10.30 | 17.20 | | James M. Zemlyak | 2023 | 0.30 | | 2.60 | 1.95 | 1.95 | 3.90 | 6.80 | | | 2022 | 0.28 | | 2.00 | 3.63 | 2.60 | 6.23 | 8.50 | | | 2021 | 0.25 | | 4.88 | 3.43 | 1.70 | 5.13 | 10.25 | | Victor J. Nesi | 2023 | 0.30 | | 0.94 | 1.88 | 1.88 | 3.76 | 5.00 | | | 2022 | 0.28 | | 2.00 | 3.93 | 2.80 | 6.73 | 9.00 | | | 2021 | 0.25 | | 5.88 | 4.13 | 2.00 | 6.13 | 12.25 | | Thomas B. Michaud | 2023 | 0.30 | | 0.54 | 1.49 | 0.68 | 2.16 | 3.00 | | | 2022 | 0.25 | | 2.35 | 1.50 | 1.10 | 2.60 | 5.20 | | | 2021 | 0.25 | | 3.95 | 1.93 | 0.88 | 2.80 | 7.00 | | James M. Marischen | 2023 | 0.30 | | 1.15 | 0.87 | 0.68 | 1.55 | 3.00 | | | 2022 | 0.28 | | 1.23 | 0.85 | 0.65 | 1.50 | 3.00 | | | 2021 | 0.25 | | 1.85 | 0.98 | 0.43 | 1.40 | 3.50 | | | | Realized Compensation | | | At-Risk Compensation | | | | | | Year | Amount | % of Total | Year- over-Year % Change | Amount | % of Total | Year-over- Year % Change | | | Ronald J. Kruszewski | 2023 | 2.46 | 21% | 12% | 9.04 | 79% | –25% | | | | 2022 | 2.20 | 15% | –68% | 12.00 | 85% | 17% | | | | 2021 | 6.90 | 40% | 20% | 10.30 | 60% | 79% | | | James M. Zemlyak | 2023 | 2.90 | 43% | 28% | 3.90 | 57% | –37% | | | | 2022 | 2.28 | 27% | –56% | 6.23 | 73% | 22% | | | | 2021 | 5.13 | 50% | 26% | 5.13 | 50% | 88% | | | Victor J. Nesi | 2023 | 1.24 | 25% | –46% | 3.76 | 75% | –44% | | | | 2022 | 2.28 | 25% | –63% | 6.73 | 75% | 10% | | | | 2021 | 6.13 | 50% | 28% | 6.13 | 50% | 91% | | | Thomas B. Michaud | 2023 | 0.84 | 28% | –68% | 2.16 | 72% | –17% | | | | 2022 | 2.60 | 50% | –38% | 2.60 | 50% | –7% | | | | 2021 | 4.20 | 60% | 40% | 2.80 | 40% | 87% | | | James M. Marischen | 2023 | 1.45 | 48% | –3% | 1.55 | 52% | 3% | | | | 2022 | 1.50 | 50% | –29% | 1.50 | 50% | 7% | | | | 2021 | 2.10 | 60% | 56% | 1.40 | 40% | 113% | |

  84. 2023 COMPENSATION DETERMINATIONS FOR NAMED EXECUTIVE OFFICERS

    | What We Do and Don’t Do | | | • Emphasize annual incentive compensation tied to Company and individual performance • Encourage stock ownership by deferring a portion of annual compensation in the form of RSUs and PRSUs and award long-term incentives with multi-year vesting periods of typically five years • Maintain stock ownership guidelines; currently, all executives exceed these guidelines • Focus executive officers on our long-term performance with the award of PRSUs based in significant part on ROCE performance • Utilize a formal process and incentive framework to set executive officer compensation • “Double trigger” on equity awards • Retain an independent compensation consultant • Conduct annual risk review • Engage with shareholders | X No excise tax “gross-ups” X No special CIC severance X No employment agreements X No SERPs X No hedging, short selling, or use of derivatives X Pledging by insiders requires Committee approval X No excessive perquisites X No repricing of options without shareholder approval X No option timing or pricing manipulation |

  85. 2023 COMPENSATION DETERMINATIONS FOR NAMED EXECUTIVE OFFICERS

    | • | The Committee determines the forms and proportions of compensation to align named executive officer compensation to Stifel’s long-term performance. |

  86. 2023 COMPENSATION DETERMINATIONS FOR NAMED EXECUTIVE OFFICERS

    | • | The Committee consults with an outside compensation consultant to provide market data in connection with its compensation determinations for our CEO and other named executive officers and for other guidance in the compensation decision-making process. |

  87. 2023 COMPENSATION DETERMINATIONS FOR NAMED EXECUTIVE OFFICERS

    | • | Equity-based awards comprise a significant portion of annual variable compensation for our named executive officers and are designed to ensure long-term alignment without the disadvantages of purely formulaic compensation. |

  88. 2023 COMPENSATION DETERMINATIONS FOR NAMED EXECUTIVE OFFICERS

    | Pay for Performance | Focus on Long- Term Shareholder Interests | Pay to Retain and Attract | Maintain Compensation Governance | | • A substantial majority of named executive officer pay is based on performance and delivered through cash and equity vehicles tied to annual or multiple-year future performance or retention that align our interests with the interests of our shareholders • CEO pay reflects Company performance | • Our program encourages share ownership and includes performance measures that enhance long-term shareholder value • Since 1997, a significant portion of named executive officer pay is deferred or conditioned on retention and, along with our stock ownership guidelines, has led to significant share ownership | • Financial services is a highly competitive industry; we work to configure and size pay prudently to attract and retain top talent • The Committee reviews pay among competitors, but does not target a specific percentile when approving compensation for named executive officers | • The Committee is composed of 3 independent directors and held 5 meetings in 2023 • The Committee utilizes the services of an independent compensation consultant • Independent consultant gathers competitive information on pay and performance so that the Committee is aware of current market developments and practices • The Committee monitors and assesses named executive officer performance in making year-end pay decisions • In evaluating our executive compensation program, the Committee annually considers shareholder advisory vote and feedback from its meetings with shareholders |

  89. 2023 COMPENSATION DETERMINATIONS FOR NAMED EXECUTIVE OFFICERS

    Balancing Short- and Long-Term Incentives with “Realized” and “At-Risk” Compensation The Committee recognizes the importance of striking a balance between long-term incentives linked to shareholder returns and retention and short-term incentives linked to the annual performance of the Company. The Committee considers such factors as the level of cash base salary, annual incentive compensation, long-term incentive compensation, and the overall equity ownership of the Company’s CEO and other named executive officers. On balance, the Committee strives to emphasize long-term incentives linked to shareholder returns and retention while recognizing the importance of annual performance compensation. In doing so, the Committee assesses each

  90. 2023 COMPENSATION DETERMINATIONS FOR NAMED EXECUTIVE OFFICERS

    | Peer Group | | | | Affiliated Managers Group Inc. Ameriprise Financial, Inc. Evercore Inc. Franklin Resources, Inc. Houlihan Lokey, Inc. | Invesco Ltd. Jefferies Financial Group Inc. Lazard Ltd. LPL Financial Holdings Inc. Moelis & Company | Northern Trust Corp. Piper Sandler Companies Raymond James Financial, Inc. T. Rowe Price Group, Inc. |

  91. 2023 COMPENSATION DETERMINATIONS FOR NAMED EXECUTIVE OFFICERS

    | Annual Variable Compensation | | | | | Cash Bonus | Debentures and Restricted Cash | RSUs and RSAs | PRSUs | | Provides a competitive annual incentive. Aligns executive with shareholder interests in annual performance. | Aligns executive with shareholder interests in annual performance. Encourages retention by vesting over 5 years. | Aligns executive with shareholder interests in both annual performance and subsequent share value growth. RSUs encourage retention by vesting over 5 years. RSAs encourage retention by becoming unrestricted over 5 years, generally on equivalent terms to RSUs. | Aligns executive with shareholder interests in both annual performance and share value growth. Encourages retention by vesting over 5 years. Value depends on achievement of objective, multi-year goals. Performance based: directly tied to achievement of specific goals over a 4-year period. Metrics are Total Shareholder Return (TSR), Non-GAAP ROCE, Non-GAAP Pre-Tax Income and Non-GAAP Diluted EPS. | | • Varies annually based on Company and individual performance. • Structured to better align total pay with overall Company performance. • Tied to incentive framework, which includes key corporate, strategic and individual performance indications. • Decisions also based on individual goals and performance of business segment. | | | |

  92. The Committee’s Perspective on the Compensation Elements

    The Committee’s Perspective on the Compensation Elements The following section describes the Committee’s views on how each element of compensation fits within the Committee’s perspective on short-term versus long-term incentives and within the Committee’s framework of “Realized” versus “At-risk” compensation. Base Salary, Cash The Committee views cash base salary as a short-term incentive and a component of “Realized” annual compensation. As such, we pay relatively low levels of cash base salary compared to the market due to our variable pay-for-performance philosophy. The Committee does not emphasize cash base salary; cash base salary for our executive officers has not materially increased in recent years. The cash base salary for our CEO has not increased since he joined Stifel as Chief Executive Officer in 1997. Annual Incentive Compensation The Committee has established an annual incentive compensation program for the named executive officers that provides a significant portion of the total annual compensation paid to each of the named executive officers. The objective of the annual incentive compensation portion of the executive compensation program is to provide cash and deferred compensation (PRSUs, RSUs, RSAs, debentures and restricted cash), each component of which is variable and awarded based on the Committee’s assessments and discretion, using the process and framework described below, and in view of, first, the financial performance of our company and the business units in which the executive officer serves and, second, a qualitative evaluation of the individual executive officer’s performance for the year. No specific target levels of performance are set by the Committee to determine the annual incentive compensation of our named executive officers. Instead, the Committee determines the amount of each named executive officer’s annual incentive compensation based on the Committee’s subjective assessment of the Company (and in some cases, a particular business unit’s) performance relative to the qualitative and quantitative performance indicators used by the Committee to evaluate performance.

  93. The Committee’s Perspective on the Compensation Elements

    | Components of Annual Incentive Compensation | | | | Cash | Time-based deferred compensation | Performance-based deferred compensation | | Cash, which the Committee views as a short-term incentive and a component of Realized annual compensation. | Time-based deferred compensation, which the Committee views as a long-term incentive and a component of At-Risk annual compensation. Generally, such compensation has been a combination of restricted stock units, debentures and restricted cash. | Performance-based deferred compensation, which the Committee views as a long-term incentive and a component of At-Risk annual compensation. Generally, performance-based deferred compensation has been in the form of PRSUs. |

  94. The Committee’s Perspective on the Compensation Elements

    | Performance-Based Restricted Stock Units, PRSUs |

  95. The Committee’s Perspective on the Compensation Elements

    Performance-based Restricted Stock Units (PRSUs), the Company’s metrics-based equity vehicle, have been awarded periodically. PRSUs are earned over a four-year performance period based on achieving pre-determined performance objectives. Any resulting delivery of shares for PRSUs granted as part of 2023 compensation will occur in early 2028 for 80% of the earned award, and in early 2029 for the remaining 20% of the earned award. Similar to ordinary RSUs, PRSUs are granted based on the share price on the date of grant. For the 2024-2027 performance cycle used for the 2024 awards of PRSUs as part of our named executive officers’ 2023 compensation, the Committee selected the following performance criteria for all executive officers:

  96. The Committee’s Perspective on the Compensation Elements

    | ⚫ | Total Shareholder Return, Relative to Peers’ total shareholder returns (Relative TSR) |

  97. The Committee’s Perspective on the Compensation Elements

    For each criterion, there is a “Target”. Associated with each Target are a lower “Threshold” and a higher “Maximum”, noted below. Relative TSR is measured once directly. Performance under each other criterion is evaluated by constructing the arithmetic average of four years of the relevant annual performance results (the “realized performance”). For each year for these other criteria, the result is taken over (measured from beginning to end of) the calendar year. The realized performance is then compared to the Threshold, Target and Maximum associated with that criterion and scored as follows:

  98. The Committee’s Perspective on the Compensation Elements

    | • | Realized performance equal to or below the Threshold is scored as (1)⁄3 (except Relative TSR, scored as (4)⁄5). |

  99. The Committee’s Perspective on the Compensation Elements

    | • | Realized performance between the Target and the Threshold is interpolated on a straight line basis between the Target score and the Threshold score. |

  100. The Committee’s Perspective on the Compensation Elements

    | • | Realized performance equal to or above the Maximum is scored as 1(2)⁄3 (except Relative TSR, scored as 1(1)⁄5). |

  101. The Committee’s Perspective on the Compensation Elements

    | OTHER PAY ELEMENTS: RSUS, RSAS, DEBENTURES AND RESTRICTED CASH |

  102. The Committee’s Perspective on the Compensation Elements

    achievement of financial performance measures, consistent with the policy’s provisions. The policy is available as an exhibit to the Company’s most recent Form 10-K. In addition, the Company’s undelivered restricted stock units (including RSUs and PRSUs), debentures and share grants continue to be subject to longstanding provisions that could result in forfeiture as a result of engaging in conduct detrimental to Stifel, including any action that results in a restatement of the financial statements of Stifel. Risk Input to Named Executive Officer Pay Decisions The Committee solicits input from the CFO and the Company’s Enterprise Risk Management group in the course of making its pay decisions. We believe that this input enables the Committee, when appropriate, to hold executives accountable for material actions or items that harm current or future performance, or put performance at undue risk. The Company’s Enterprise Risk Management group conducts wide-ranging risk identification, mitigation, monitoring and management functions within the Company, and helps to inform the Committee as to the relevance of executive officer actions to the risk profile of the business lines of the Company. At-Will Employment of Executive Officers None of our executive officers, including our chief executive officer and our chief financial officer, currently has a written employment agreement with the Company, and each is thus employed by us on an ‘‘at will’’ basis. Treatment of Dividends Employee-owned common shares receive dividends in the same manner as any other common shares. RSAs also receive dividends, which are paid in cash in the same manner as common shares. RSUs (including PRSUs) receive dividend-equivalents in the form of either cash or additional units with the same vesting, delivery, timing and other attributes as the underlying units. Use of Compensation Consultants The Committee retains an independent compensation consultant, which reports directly to the Committee, attends Committee meetings, and provides executive compensation related services. The compensation consultant’s services include reviewing this compensation discussion and analysis, advising on compensation program and peer company selection, providing market data on executive compensation trends and executive officer compensation levels, and assisting the Committee with evaluation of pay-for-performance alignment. Deferred Compensation Grids In 2023, the Committee used the following grid as a basis for setting deferrals for employees receiving incentive compensation, other than commission-based employees, certain Institutional Group managing directors, and certain senior and executive officers. Employees receiving deferred compensation in accordance with the following grid are predominantly in our institutional and administrative groups, for which deferred compensation is 5 year, ratable annual vesting, and consists of 35% restricted stock units and 65% deferred cash debentures.

  103. The Committee’s Perspective on the Compensation Elements

    Anti-Hedging, Anti-Pledging and other Officer and Employee Trading Policies Our insider trading policy prohibits our executive officers from margin purchases and short selling of, or dealing in publicly traded options in or derivatives of our common stock. Additionally, the Company maintains a policy under which any new pledging of our common stock by such persons will require the approval of the Committee. Our directors and executive officers hold no shares in margin accounts and have pledged no shares to third parties. We also prohibit each employee, including each executive officer, from margin purchases, short sales, solicited transactions, issuance of research or market letters, active market making tactics. Insider trading is prohibited and, for covered employees including our executive officers, trading of any kind is prohibited during the period beginning five calendar days and ending one business day after each quarterly or annual financial report by the Company. Double Triggers Our award agreements with executive officers for deferred compensation issued since 2010 maintain the requirement of “double triggers” on the accelerated vesting of awards in the event of a change in control, meaning that an executive officer must actually be terminated following the change in control before vesting will be accelerated unless the Committee grants exceptions in individual cases. None of our executive officer deferred compensation vests automatically upon a change in control, nor does any executive officer have an agreement providing for guaranteed payments, severance, or “golden parachute” payments. Perquisites and Personal Benefits Our named executive officers have the perquisites and other personal benefits described in more detail in the Summary Compensation Tables beginning on page 48. The Company does not reimburse non-accountable expenses. Retirement Plans and Health and Welfare Plans We sponsor a profit sharing plan, the 401(k) Plan, in which all eligible employees, including the named executive officers, may participate. We currently match up to $1,000 of each employee’s contribution to the 401(k) Plan (or up to $3,000 matched for employees earning less than $175,000 per year). Employee stock ownership contributions for a particular year are based upon each individual’s calendar year earnings up to a maximum prescribed by the Internal Revenue Code. Full-time employees, including the named executive officers, participate in the same broad-based, market-competitive health and welfare plans (including medical, prescription drug, dental, vision, life, and disability insurance). These benefits are available to the named executive officers on the same basis as they are made available to all other full-time employees. Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code provides that compensation in excess of $1 million paid in a taxable year to any individual who is a “covered employee”, including the named executive officers, will generally be non-deductible for federal income tax purposes. The Committee recognizes the impact of this non-deductibility on the compensation that it intends to award, but structures compensation in a manner appropriate and consistent with the Company’s executive compensation program.

  104. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION Pursuant to SEC rules, the Summary Compensation Table (SCT) must account for equity-based awards during the year of grant, even if awarded for services in the prior year. However, SEC rules require the SCT to include other incentive compensation to be included in the year earned, even if granted during the next year. By contrast, the Committee, as reflected in the CD&A, considers all performance-based executive compensation to be compensation for the year of performance. Generally, we grant equity-based awards and debentures, and pay any cash and restricted cash incentive compensation for a particular year shortly after that year’s end. As a result, annual equity-based awards, debentures and cash incentive compensation are disclosed in each row of the Summary Compensation Table as follows: 2023

  105. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Salary” displays the Cash Base Salaries of our named executive officers for 2023. |

  106. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Bonus” displays the Cash Bonuses and Restricted Cash of our named executive officers for 2023. |

  107. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Stock Awards” displays the PRSUs and RSUs of our named executive officers for 2022. |

  108. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    2022

  109. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Salary” displays the Cash Base Salaries of our named executive officers for 2022. |

  110. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Bonus” displays the Cash Bonuses and Debentures of our named executive officers for 2022. |

  111. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Stock Awards” displays the PRSUs and RSUs of our named executive officers for 2021. |

  112. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    2021

  113. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Salary” displays the Cash Base Salaries of our named executive officers for 2021. |

  114. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Bonus” displays the Cash Bonuses and Debentures of our named executive officers for 2021. |

  115. SUMMARY COMPENSATION TABLE TREATMENT OF TIMING OF COMPENSATION

    | • | “Stock Awards” displays the PRSUs, RSAs and RSUs of our named executive officers for 2020. |

  116. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table presents summary information concerning compensation earned in the 2023, 2022, and 2021 fiscal years by our CEO, CFO and each of our other three most highly compensated executive officers employed at the end of 2023 for services rendered to us and our subsidiaries. Pursuant to SEC rules, the 2023 Summary Compensation Table is required to include for a particular year only those equity-based awards granted during that year, rather than awards granted after that year’s end, even if awarded for services in that year. SEC rules require disclosure of cash incentive compensation to be included in the year earned, even if payment is made after year-end. A summary of the Committee’s decisions on the compensation awarded to our named executive officers for 2023 performance (which, in accordance with SEC rules, are in large part not reflected in the 2023 Summary Compensation Table) can be found in the “Compensation Discussion and Analysis” beginning on page 24.

  117. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | All Other Compen- sation (3) | Total ($) | | Ronald J. Kruszewski Chairman and Chief Executive Officer | 2023 | 200,000 | 2,260,000 | 10,000,000 | 822,055 | 13,282,055 | | | 2022 | 200,000 | 4,000,000 | 8,000,000 | 665,048 | 12,865,048 | | | 2021 | 200,000 | 9,000,000 | 4,000,000 | 355,232 | 13,555,232 | | James M. Zemlyak Co-President and Head of Global Wealth Management | 2023 | 300,000 | 2,600,000 | 5,200,000 | 394,465 | 8,494,465 | | | 2022 | 275,000 | 3,025,000 | 3,400,000 | 286,876 | 6,986,876 | | | 2021 | 250,000 | 6,600,000 | 1,800,000 | 159,687 | 8,809,687 | | Victor J. Nesi Co-President and Director of the Institutional Group | 2023 | 300,000 | 940,000 | 5,600,000 | 541,676 | 7,381,676 | | | 2022 | 275,000 | 3,125,000 | 4,000,000 | 451,010 | 7,851,010 | | | 2021 | 250,000 | 8,000,000 | 2,200,000 | 186,457 | 10,636,457 | | Thomas B. Michaud Senior Vice President | 2023 | 300,000 | 1,350,000 | 2,200,000 | 207,321 | 4,057,321 | | | 2022 | 250,000 | 2,750,000 | 1,750,000 | 176,806 | 4,926,806 | | | 2021 | 250,000 | 5,000,000 | 850,000 | 108,715 | 6,208,715 | | James M. Marischen Chief Financial Officer | 2023 | 300,000 | 1,340,000 | 1,300,000 | 112,452 | 3,052,452 | | | 2022 | 275,000 | 1,425,000 | 850,000 | 84,957 | 2,634,957 | | | 2021 | 250,000 | 2,400,000 | 500,000 | 43,654 | 3,193,654 |

  118. SUMMARY COMPENSATION TABLE

    | (1) For the year ended December 31, 2023, Messrs. Kruszewski, Zemlyak, Nesi, Michaud and Marischen received $2,260,000, $2,600,000, $940,000, $540,000 and $1,150,000 in cash and $0, $0, $0, $810,000 and $190,000 in newly issued restricted cash, respectively. For the year ended December 31, 2022, Messrs. Kruszewski, Zemlyak, Nesi, Michaud and Marischen received $2,000,000, $2,000,000, $2,000,000, $2,350,000 and $1,225,000 in cash and $2,000,000, $1,025,000, $1,125,000, $400,000 and $200,000 in newly issued debentures, respectively. For the year ended December 31, 2021, Messrs. Kruszewski, Zemlyak, Nesi, Michaud and Marischen received $6,700,000, $4,875,000, $5,875,000, $3,950,000 and $1,850,000 in cash and $2,300,000, $1,725,000, $2,125,000, $1,050,000 and $550,000 in newly issued debentures, respectively. For more information regarding the material terms of the debentures, see “Additional Information about the Compensation Paid to the Named Executive Officers” on page 50. Interest earned on debentures is reflected in the “All Other Compensation” column and in the table accompanying note 3. |

  119. SUMMARY COMPENSATION TABLE

    | (2) Amounts included for 2023 represent the grant date fair value of RSUs and PRSUs, granted in March 2023 for services in 2022. Amounts included for 2022 represent the grant date fair value of RSUs and PRSUs, granted in February 2022 for services in 2021. Amounts included for 2021 represent the grant date fair value of RSUs, RSAs and PRSUs, granted in January 2021 for services in 2020. The grant date fair value of |

  120. SUMMARY COMPENSATION TABLE

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 48 |

  121. SUMMARY COMPENSATION TABLE

    | these awards, for all years presented, were determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification 718, Compensation – Stock Compensation (ASC 718), excluding, in respect of PRSUs, the effect of estimated forfeitures. The awards were granted under our 2001 Incentive Stock Plan (2011 or 2018 Restatement, as applicable), discussed in further detail in the section entitled “Compensation Discussion and Analysis,” including units granted as long-term incentive awards. The grant date fair values of the PRSUs granted in 2023, 2022 and 2021, assuming the highest level of performance is achieved is, respectively: for Mr. Kruszewski, $10,000,000, $8,000,000 and $4,000,000; for Mr. Zemlyak, $5,200,000, $3,400,000 and $1,800,000; for Mr. Nesi, $5,600,000, $4,000,000 and $2,200,000; for Mr. Michaud, $2,200,000, $1,750,000 and $850,000; and, for Mr. Marischen, $1,300,000, $850,000 and $500,000. Consistent with the accounting standards noted above, each of these PRSU awards are reflected in the table above assuming the target level of performance is achieved; for each award, this is half the “highest level” amount reflected in the preceding sentence. The awards are valued at the closing price of our common stock on the date of grant or, in 2023, such closing price rounded to the nearest whole dollar amount. The grant date fair values of the PRSUs granted in 2023 are further detailed in the description of “2023 Grants of Plan-Based Awards”, below. |

  122. SUMMARY COMPENSATION TABLE

    | (3) All Other Compensation for 2023 includes the following: |

  123. SUMMARY COMPENSATION TABLE

    | Name | Company’s Matching Contribution to Profit Sharing 401(k) Plan ($) | Personal and Family Transport ($) | Dividends & Equivalents ($) (1) | Interest on Debentures ($) (2) | Life Insurance ($) | Total Benefits ($) | | Ronald J. Kruszewski | 1,000 | 37,775 | 565,651 | 196,354 | 21,275 | 822,055 | | James M. Zemlyak | 1,000 | 8,805 | 270,525 | 114,135 | — | 394,465 | | Victor J. Nesi | 1,000 | 99,901 | 308,459 | 132,316 | — | 541,676 | | Thomas B. Michaud | 1,000 | — | 141,646 | 64,675 | — | 207,321 | | James M. Marischen | 1,000 | — | 82,015 | 29,437 | — | 112,452 | | (1) Reflects the value of dividend and dividend equivalents paid in 2023 on account of RSUs, including PRSUs, and RSAs. (2) Includes interest on cash account composed of debentures and unpaid dividends. | | | | | | |

  124. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table sets forth information concerning grants of plan-based awards received during the fiscal year ended December 31, 2023, for the named executive officers.

  125. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Potential Future Payouts Under Equity Incentive Plan Awards (1) | | | All Other Awards: Number of Units or Shares of Stock (2) | Grant Date Fair Value ($) (1) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Ronald J. Kruszewski | February 21, 2023 | 20,030 | 75,019 | 150,038 | 75,019 | 10,000,000 | | James M. Zemlyak | February 21, 2023 | 10,416 | 39,010 | 78,020 | 39,010 | 5,200,000 | | Victor J. Nesi | February 21, 2023 | 11,217 | 42,011 | 84,021 | 42,011 | 5,600,000 | | Thomas B. Michaud | February 21, 2023 | 4,407 | 16,504 | 33,008 | 16,504 | 2,200,000 | | James M. Marischen | February 21, 2023 | 2,604 | 9,752 | 19,505 | 9,752 | 1,300,000 |

  126. GRANTS OF PLAN-BASED AWARDS

    | (1) The grant date fair values are calculated in accordance with ASC 718, and, with respect to PRSUs, based upon the probable outcome of the applicable performance conditions without regard to the effect of estimated forfeitures. The minimum actual award relating to PRSUs is approximately 26.7% of the grant date fair value amount and the maximum actual award is 200% of the grant date fair value amount. For Mr. Kruszewski, this figure is composed of $5,000,000 in PRSUs and $5,000,000 in RSUs. For Mr. Zemlyak, this figure is composed of $2,600,000 in PRSUs and $2,600,000 in RSUs. For Mr. Nesi, this figure is composed of $2,800,000 in PRSUs and $2,800,000 in RSUs. For Mr. Michaud, this |

  127. GRANTS OF PLAN-BASED AWARDS

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 49 |

  128. GRANTS OF PLAN-BASED AWARDS

    | figure is composed of $1,100,000 in PRSUs and $1,100,000 in RSUs. For Mr. Marischen, this figure is composed of $650,000 in PRSUs and $650,000 in RSUs. The method by which the Threshold, Target and Maximum are determined is described beginning on page 42. |

  129. GRANTS OF PLAN-BASED AWARDS

    | (2) Represents the total number of stock units (other than equity incentive plan awards) granted to each named executive officer during the 2023 fiscal year. The stock units were part of the named executive officers’ annual and long-term incentive compensation. The components of the total stock unit awards and associated fair values are set forth below. |

  130. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information concerning the number of exercisable and unexercisable stock awards at December 31, 2023, held by the individuals named in the 2023 Summary Compensation Table. No exercisable and unexercisable stock awards were outstanding at December 31, 2023.

  131. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | Stock Units (Except Performance- Based) That Have Not Vested | | Restricted Shares That Have Not Vested | | Performance-Based Stock Units That Have Not Vested (1) | | | | Units (#) (2) | Market Value ($) (3) | Units (#) (2) | Market Value ($) (3) | Units (#) (2) | Market Value ($) (3) | | Ronald J. Kruszewski | 11,363(4) | 785,736 | 23,896(10) | 1,658,632 | 11,933(11) | 825,179 | | | 5,982(5) | 413,643 | | | 41,873(12) | 2,895,498 | | | 32,000(6) | 2,212,800 | | | 39,976(13) | 2,764,340 | | | 60,015(7) | 4,150,038 | | | 53,333(14) | 3,688,000 | | | | | | | 75,019(15) | 5,187,547 | | James M. Zemlyak | 7,130(4) | 493,040 | 10,795(10) | 746,474 | 5,967(11) | 412,589 | | | 2,823(5) | 195,239 | | | 17,946(12) | 1,240,928 | | | 13,600(6) | 940,440 | | | 17,989(13) | 1,243,954 | | | 31,208(7) | 2,158,020 | | | 22,667(14) | 1,567,400 | | | | | | | 39,010(15) | 2,697,524 | | Victor J. Nesi | 7,386(4) | 510,725 | 13,193(10) | 912,296 | 5,967(11) | 412,589 | | | 3,302(5) | 228,331 | | | 20,817(12) | 1,439,476 | | | 16,000(6) | 1,106,400 | | | 21,987(13) | 1,520,388 | | | 33,608(7) | 2,324,021 | | | 26,667(14) | 1,844,000 | | | | | | | 42,011(15) | 2,905,026 | | Thomas B. Michaud | 6,250(4) | 432,154 | | | 2,476 (11) | 171,225 | | | 2,136(5) | 147,670 | | | 10,169(12) | 703,192 | | | 3,398(8) | 234,969 | | | 8,495(13) | 587,423 | | | 7,000(6) | 484,050 | | | 11,667(14) | 806,750 | | | 13,203(7) | 913,008 | | | 16,504(15) | 1,141,260 | | James M. Marischen | 8,522(4) | 589,303 | | | 3,230(12) | 223,367 | | | 1,007(9) | 69,615 | | | 4,99713) | 345,543 | | | 678(5) | 46,907 | | | 5,667(14) | 391,850 | | | 1,999(8) | 138,217 | | | 9,752(15) | 674,381 | | | 3,400(6) | 235,110 | | | | | | | 7,802(7) | 539,505 | | | | |

  132. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) PRSUs are included in this column at the “Target” level, but may vest at between 26.7% and 200% of the “Target” level, as more fully described beginning on page 42. |

  133. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Rounded to the nearest whole number. Vesting and payment are subject to the terms of the underlying award. Unless otherwise noted, vesting or payment is ratable yearly on even dates to the date of completed vesting. |

  134. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Market Value is based on the closing price of $69.15 per share of our common stock on December 29, 2023. |

  135. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) Granted February 25, 2016; vesting completes on January 1, 2026. |

  136. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) Granted January 30, 2020; vesting completes on January 1, 2025. |

  137. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) Granted February 18, 2022; vesting completes on January 1, 2027. |

  138. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (7) Granted February 21, 2023; vesting completes on January 1, 2028. |

  139. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (8) Granted January 28, 2021; vesting completes on January 1, 2026. |

  140. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (9) Granted March 2, 2018; vesting completes on January 1, 2028. |

  141. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (10) Granted January 28, 2021; vesting completes on December 31, 2025. |

  142. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (11) Granted February 1, 2019; 80% of vesting has completed and 20% vests on February 1, 2024. This future vesting is not based on future performance, but is based on the performance during the first four fiscal year that completed after the date of grant. |

  143. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (12) Granted January 30, 2020; 80% of vesting completes on January 30, 2024 and 20% vests on January 30, 2025. |

  144. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (13) Granted January 28, 2022; 80% of vesting completes on January 28, 2025 and 20% vests on January 28, 2026. |

  145. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (14) Granted February 18, 2022; 80% of vesting completes on February 19, 2026 and 20% vests on February 19, 2027. |

  146. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (15) Granted February 18, 2023; 80% of vesting completes on February 19, 2027 and 20% vests on February 19, 2028. |

  147. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 51 |

  148. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED The following table sets forth certain information concerning stock vested, for RSAs, or converted, for RSUs, during the year ended December 31, 2023. None of the named executive officers held stock options at any time in 2023.

  149. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    | Name | Number of Shares Acquired on Vesting/Conversion (#) (1) | Value Realized on Vesting/Conversion ($) (2) | | Ronald J. Kruszewski | 99,670 | 6,344,525 | | James M. Zemlyak | 50,906 | 3,245,658 | | Victor J. Nesi | 55,653 | 3,529,140 | | Thomas B. Michaud | 32,638 | 2,014,686 | | James M. Marischen | 9,476 | 559,452 |

  150. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    | (1) Numbers of shares is composed of both stock vested, for RSAs, and converted into shares, for RSUs. |

  151. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    | (2) These figures represent the dollar value of gross units settled in our common stock by the named executive officers. |

  152. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    Nonqualified Deferred Compensation The following table sets forth information concerning contributions, earnings, and balances under nonqualified deferred contribution plans for the named executive officers:

  153. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    | Name | Aggregate Balance at Beginning of Year ($) | Executive Contribution in Last FY ($) (1) | Aggregate Earnings / (Losses) in Last FY ($) (2) | Aggregate Withdrawals/ Distributions ($) (3) | Aggregate Balance at End of Year ($) | | Ronald J. Kruszewski | 18,247,175 | 10,000,000 | 5,260,398 | (6,344,525) | 27,163,048 | | James M. Zemlyak | 8,511,992 | 5,200,000 | 2,524,068 | (3,245,658) | 12,990,402 | | Victor J. Nesi | 9,976,828 | 5,600,000 | 2,764,783 | (3,529,140) | 14,812,471 | | Thomas B. Michaud | 5,358,609 | 2,200,000 | 1,258,021 | (2,014,686) | 6,801,944 | | James M. Marischen | 2,739,103 | 1,300,000 | 458,801 | (559,452) | 3,938,452 |

  154. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    | (1) The amounts listed in this column represent the annual incentive compensation paid to our named executive officers, which are mandatorily deferred under the Stifel Wealth Accumulation Plan and are included within the “Stock Awards” column of the Company’s 2023 Summary Compensation Table. |

  155. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    | (2) The amounts in this column represent, as applicable, (a) the change in market value of the Company’s common stock during the last fiscal year and (b) the difference between closing price of our common stock on December 29, 2023 and the fair value of incentive stock awards on the date of conversion. |

  156. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    | (3) The amounts in this column represent the fair value of incentive stock awards on the date of conversion. |

  157. OPTION EXERCISES AND STOCK UNITS VESTED OR CONVERTED

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 52 |

  158. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information concerning compensation earned by our non-employee directors in fiscal year 2023. Directors who also serve as our employees, inside directors, do not receive additional compensation for their service as directors of either the Company or any of its subsidiaries, although we do reimburse them for their travel and similar expenses incurred to attend Board meetings. This policy applies to Messrs. Kruszewski and Weisel, who have served as both directors and executive officers. Non-employee directors are also reimbursed for their travel and similar expenses incurred to attend Board meetings. Information about the 2023 compensation earned or paid to Mr. Kruszewski in his capacity as an executive officer of the Company is disclosed in the 2023 Summary Compensation Table because he is a named executive officer for purposes of this Proxy Statement. All references to “Stock Units” in this section are to RSUs.

  159. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name (1) | Fees Earned or Paid in Cash ($) (2) | Stock Unit Awards ($) (3) | Total ($) | | Adam T. Berlew | 100,000 | 150,000 | 250,000 | | Maryam S. Brown | 125,000 | 187,500 | 312,500 | | Michael W. Brown | 130,000 | 150,000 | 280,000 | | Lisa L. Carnoy | 125,000 | 187,500 | 312,500 | | Robert E. Grady (4) | - | - | - | | James P. Kavanaugh | 100,000 | 150,000 | 250,000 | | Daniel J. Ludeman | 100,000 | 150,000 | 250,000 | | Maura A. Markus | 130,000 | 150,000 | 280,000 | | David A. Peacock | 160,000 | 150,000 | 310,000 | | Michael J. Zimmerman | 100,000 | 150,000 | 250,000 |

  160. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) Total Stock Units outstanding but not yet converted to shares, as of December 31, 2023, are: Mr. Berlew, 2,504; Ms. Maryam Brown, 3,164; Mr. Michael Brown, 2,504; Ms. Carnoy, 3,164; Mr. Grady, 0; Mr. Kavanaugh, 2,504; Mr. Ludeman, 2,504; Ms. Markus, 2,504; Mr. Peacock, 2,504; Mr. Zimmerman, 2,504. |

  161. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (2) In addition to an annual cash retainer of $100,000 for serving as a director, the various committee chairs and the lead independent director were awarded additional cash retainers as follows: Lead Independent Director, $30,000; and Committee Chairs, $30,000. New directors who served partial years received a prorated quarterly amount. |

  162. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (3) In addition to an annual cash retainer of $100,000, each non-employee director was issued the equivalent of $150,000 in stock units on June 7, 2023. The units vest on a quarterly basis over a one-year period. Amounts stated reflect the aggregate grant date fair value computed in accordance with ASC 718. |

  163. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (4) Mr. Grady waived compensation to ensure compliance with policies of Summit Partners, an entity unaffiliated with the Company. Mr. Grady is an advisory partner of Summit Partners. |

  164. NON-EMPLOYEE DIRECTOR COMPENSATION

    Grants of RSUs to non-employee directors of the Company are generally granted annually and vest on a quarterly basis over a one-year period. As approved by the Board, the annual stock retainer payable to each non-employee director includes an award of the equivalent of $150,000 in stock units and $100,000 cash. The chair of each standing committee and the Lead Independent Director each receive $30,000 in cash, for services in each such capacity. Each non-employee director also receives reimbursement of travel and similar expenses incurred to attend Board meetings. Directors who are also our employees do not receive any compensation for their service as directors of the Company or its subsidiaries, but we pay their expenses for attendance at meetings of the Board.

  165. NON-EMPLOYEE DIRECTOR COMPENSATION

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 54 |

  166. CEO PAY RATIO

    CEO PAY RATIO The following table sets forth the median of the 2023 total compensation of all employees of Stifel other than the CEO, the 2023 total compensation of the CEO, and the ratio of these two amounts, each as determined in accordance with Item 402(u) of SEC Regulation S-K.

  167. CEO PAY RATIO

    | | Year | Salary | Bonus | Stock Awards | All Other Compensation | Total | | Ronald J. Kruszewski | 2023 | $200,000 | $2,260,000 | $10,000,000 | $822,055 | $13,282,055 | | Median Employee | 2023 | $119,916 | $2,353 | — | $3,000 | $125,269 | | CEO Pay Ratio: 106 to 1 | | | | | | |

  168. CEO PAY RATIO

    The median employee was determined as of December 31, 2023 and by utilizing the gross wages as reported on each employee’s IRS Form W-2, in the United States, or as reported on analogous forms outside the United States. In determining the median employee, we excluded employees who operated in jurisdictions outside of the United States and the United Kingdom and who are less than 5% of our total employees, consisting of 500 employees in 9 foreign jurisdictions. The total number of employees that operated within the United States and the United Kingdom at the end of 2023 was 9,080. The total number employees used for our de minimis calculation was 10,796 employees. The compensation figures shown here are calculated in accordance with applicable regulatory guidance and do not reflect the Committee’s perspective on compensation, which is described in the discussion beginning on page 41. A discussion of the key differences between calculations made according to applicable regulatory guidance and the Committee’s perspective on compensation begins on page 47.

  169. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation comparisons to selected company and peer performance measures, in each case as determined in accordance with Item 402(v) of SEC Regulation S-K. The “Compensation Actually Paid” and other compensation figures shown here are calculated in accordance with applicable regulatory guidance and do not reflect the Committee’s perspective on compensation, including as actually paid. The Committee’s perspective is described in the discussion beginning on page 41. A discussion of the key differences between calculations made according to applicable regulatory guidance and the Committee’s perspective on compensation begins on page 47.

  170. PAY VERSUS PERFORMANCE

    | | | | | | Value of Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Total Share- holder Return (4) | Peer Group Total Share- holder Return (4, 5) | Net Income (6) | Non-GAAP Pre-Tax Net Income (7) | | 2020 | $10,666,487 | $16,500,215 | $5,029,682 | $7,119,305 | $126 | $111 | $476,211,000 | $711,624,000 | | 2021 | $13,555,232 | $24,502,825 | $7,212,128 | $11,194,182 | $178 | $157 | $789,271,000 | $1,132,395,000 | | 2022 | $12,865,048 | $8,864,980 | $5,599,912 | $4,201,855 | $152 | $133 | $624,874,000 | $952,215,000 | | 2023 | $13,282,055 | $18,009,279 | $5,746,478 | $7,304,401 | $183 | $148 | $485,255,000 | $769,914,000 |

  171. PAY VERSUS PERFORMANCE

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 56 |

  172. PAY VERSUS PERFORMANCE

    | (1) During the second implementation year of Item 402(v) of SEC Regulation S-K, registrants are permitted to limit their disclosure to four years. For each of 2020, 2021, 2022 and 2023, our PEO was Ronald J. Kruszewski and the non-PEO NEOs were James M. Zemlyak, Victor J. Nesi, Thomas B. Michaud and James M. Marischen. |

  173. PAY VERSUS PERFORMANCE

    | (2) See the Summary Compensation Table, page 48. |

  174. PAY VERSUS PERFORMANCE

    | (3) The following table details the adjustments that were made to SCT values to determine Compensation Actually Paid (CAP), as presented in the above table. Fair value was computed consistently with the fair value methodology used to account for share-based payments in the Company’s financial statements. All amounts shown for non-PEO NEOs are averages. |

  175. PAY VERSUS PERFORMANCE

    | | Executives | 2023 | 2022 | 2021 | | SCT Total | PEO | $13,282,055 | $12,865,048 | $13,555,232 | | | Non-PEO NEOs | $5,746,478 | $5,599,912 | $7,212,128 | | – Grant date fair value of stock awards granted in fiscal year | PEO | ($10,000,000) | ($8,000,000) | ($4,000,000) | | | Non-PEO NEOs | ($3,575,000) | ($2,500,000) | ($1,337,500) | | + Fair value at fiscal year-end of outstanding and unvested stock awards granted in fiscal year | PEO | $10,375,093 | $6,226,094 | $5,630,220 | | | Non-PEO NEOs | $3,657,233 | $1,945,706 | $1,865,021 | | ± Change in fair value of outstanding and unvested stock awards granted in prior fiscal years | PEO | $3,825,352 | ($2,046,115) | $7,056,993 | | | Non-PEO NEOs | $1,307,971 | ($803,217) | $2,796,338 | | + Fair value at vesting of stock awards granted in fiscal year that vested during fiscal year | PEO | - | - | - | | | Non-PEO NEOs | - | - | $17,483 | | ± Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | PEO | $526,779 | ($180,047) | $2,260,380 | | | Non-PEO NEOs | $167,719 | ($40,546) | $640,712 | | – Fair value as of prior fiscal year-end of stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | PEO | - | - | - | | | Non-PEO NEOs | - | - | - | | + Dividends or other earnings paid on stock awards in the fiscal year prior to the vesting date that are not otherwise included in the total compensation for the fiscal year | PEO | - | - | - | | | Non-PEO NEOs | - | - | - | | CAP | PEO | $18,009,279 | $8,864,980 | $24,502,825 | | | Non-PEO NEOs | $7,304,401 | $4,201,855 | $11,194,182 |

  176. PAY VERSUS PERFORMANCE

    | (4) Total Shareholder Return is based on a $100 common equity investment at the close of December 31, 2019. |

  177. PAY VERSUS PERFORMANCE

    | (5) The Peer Group is as reported in the Company’s most recent Form 10-K, as required by Item 201(e) of Regulation S-K and as discussed above on page 39, and is composed of Affiliated Managers Group Inc., Ameriprise Financial, Inc., Evercore Inc., Franklin Resources, Inc., Houlihan Lokey, Inc., Invesco Ltd., Jefferies Financial Group Inc., Lazard Ltd., LPL Financial Holdings Inc., Moelis & Company, Northern Trust Corp., Piper Sandler Companies, Raymond James Financial, Inc. and T. Rowe Price Group, Inc. |

  178. PAY VERSUS PERFORMANCE

    | (6) See page 47. |

  179. PAY VERSUS PERFORMANCE

    | (7) See page 40. Item 402(v) of SEC Regulation S-K requires the Company to select and report exactly one performance measure that is both “most important” and not otherwise reported in the above table. The Company has selected this measure because it is the most important primary performance measure used by the Committee in considering NEO compensation. The other primary performance measures, to which the Committee accords great importance, are Non-GAAP Net Revenue and Non-GAAP diluted EPS. With respect to Non-GAAP Pre-Tax Net Income, calculations are adjusted for acquisition-related charges other than duplicative expenses and litigation-related expenses. The Committee’s perspective on these and other performance measures is described in more detail beginning on page 41. |

  180. PAY VERSUS PERFORMANCE

    | | Proxy Statement for the 2024 Annual Meeting of Shareholders | 57 |

  181. PAY VERSUS PERFORMANCE

    As required by Item 402(v) of SEC Regulation S-K, and consistent with the Company’s Incentive Assessment Framework described on page 25, the following list sets forth, unranked, up to seven of the most important Company performance measures for linking executive compensation to Company performance:

  182. PAY VERSUS PERFORMANCE

    | • | Non-GAAP Pre-Tax Net Income |

  183. PAY VERSUS PERFORMANCE

    | • | Non-GAAP Net Revenue |

  184. PAY VERSUS PERFORMANCE

    | • | Non-GAAP Diluted Earnings Per Share |

  185. PAY VERSUS PERFORMANCE

    | • | Non-GAAP Return on Common Equity |

  186. PAY VERSUS PERFORMANCE

    | • | Total Shareholder Return |

  187. PAY VERSUS PERFORMANCE

    | • | Non-GAAP Pre-Tax Margin on Net Revenues |

  188. PAY VERSUS PERFORMANCE

    | • | Book Value Per Share |

  189. PAY VERSUS PERFORMANCE

    The charts and below are based on the information presented in the Pay versus Performance table, to illustrate and describe the relationships between the Company’s PEO CAP and the average of the Company’s non-PEO NEO CAPs with the following me asures of financial performance, against the four covered fiscal years: Total Shareholder Return (TSR), Net Income and Non-GAAP Pre-Tax Net Income. The first chart also illustrates the relationship between Company TSR and Peer Group TSR, as presented in the Pay versus Performance table. TSR figures are rounded to the nearest dollar. All other figures are rounded to the nearest hundred-thousand dollars.

  190. PAY VERSUS PERFORMANCE

    | CAP versus Company TSR and peer Group TSR | CAP versus Net Income (Loss) | CAP versus Non-GAAP Net Income (Loss) | | | | |