Piper Sandler Companies · NYSE:PIPR
Piper Sandler Companies — Piper Jaffray Companies — Shareholder Meeting (March 2008)
19 slides from Piper Sandler Companies's shareholder meeting presentation, Mar 25, 2008
Slide 1: Amended and Restated Incentive Plan 2008 Shareholder Proposal
PIPER JAFFRAY COMPANIES Amended and Restated Incentive Plan 2008 Shareholder Proposal
Slide 2: Caution Regarding Forward-Looking Statements
CAUTION REGARDING FORWARD-LOOKING STATEMENTS Statements included in this presentation that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forward-looking statements cover, among other things, statements other than histo
Slide 3: Mission
MISSION Transformation to a capital markets model was facilitated by the sale of Private Client Services Within 14 months of the sale, we redeployed a major portion of the proceeds into key acquisitions, debt repayment and a $180 million share repurchase program To advance our mission, we are focuse
Slide 4: Importance of Incentive Plan
IMPORTANCE OF INCENTIVE PLAN A competitive compensation program is essential to our long-term performance Without shareholder approval of additional shares, we will: Have insufficient shares available to include equity as a meaningful part of 2009 annual incentive compensation Not be able to make th
Slide 5: Building Employee Ownership
BUILDING EMPLOYEE OWNERSHIP U.S. Bancorp spun off Piper Jaffray Companies in December 2003 At spin-off, employees had essentially no PJC equity Unable to convert USB equity to PJC equity Cash award plan in lieu of PJC equity Increasing employee ownership principally through annual equity incentive a
Slide 6: Annual Incentive Compensation
ANNUAL INCENTIVE COMPENSATION Equity is in lieu of - not in addition to - annual cash incentive compensation Total compensation is comprised of base salary and a performance-based incentive Performance goals are established at the beginning of each year Incentive compensation is determined at the en
Slide 7: 2008 Incremental Grant
2008 INCREMENTAL GRANT Critical to driving long-term strategic plan In 2008 we intend to make an incremental performance-based grant to our Management Committee to drive our long-term strategic plan to create shareholder value We evaluated a number of alternatives and believe that an incremental equ
Slide 8: 2008 Incremental Equity Grant
2008 INCREMENTAL EQUITY GRANT Improving key measure of return on common equity 1Shareholders' equity minus $220 million of goodwill "pushed down" from U.S. Bancorp at the time of the spin-off Executive Equity Ownership Return on Equity Management Committee Performance-based Cliff vest upon attaining
Slide 9: Dilution
DILUTION Potential dilution from the additional authorized shares would be 5.3% based on 1 million shares requested and 18,753,548 shares issued and outstanding as of March 10, 2007 We have more than offset dilution from past grants. Our book value per share has increased 68% since our spin-off Incr
Slide 10: Incentive Plan
INCENTIVE PLAN Our objective of achieving a meaningful level of employee ownership has resulted in our current overhang Current overhang (outstanding employee equity grants and equity reserved for future grants divided by shares outstanding): 17.4% as of March 10, 2007, before the shares requested f
Slide 11: Incentive Plan and Awards
INCENTIVE PLAN AND AWARDS Currently, our Management Committee members do not have employment agreements which cover annual compensation or golden parachute payments in a change of control As we have disclosed in our proxy statement, perks for management are negligible Incentive compensation is direc
Slide 12: Incentive Plan and Awards
INCENTIVE PLAN AND AWARDS Vesting is determined by the Compensation Committee; historically all employee awards have three-year cliff vesting Awards are subject to cancellation for, among other things, termination for cause or failing to comply with certain post-termination restrictions Incentive Pl
Slide 13: 2007 Peer Comparison
2007 PEER COMPARISON Net Revenues ($ in mm) Pre-Tax Margin Net Revenue Growth Compensation Ratio 13
Slide 14: Appendix: Additional Business Information
APPENDIX Additional Business Information
Slide 15: Focused, Highly Experienced Management Team
FOCUSED, HIGHLY EXPERIENCED MANAGEMENT TEAM Piper Jaffray Management Committee Andrew Duff Chairman and Chief Executive Officer More than 25 years of experience with the Firm President of Piper Jaffray from 1996 to 2003 and Chairman and CEO post spin-off from U.S. Bancorp Bachelor's degree in econom
Slide 16: Strategic Initiatives Overview
STRATEGIC INITIATIVES OVERVIEW Sectors Continue to build out alternative energy, business services and industrial growth sectors Strengthen existing equity sectors Building public finance hospitality expertise and grow existing banking platform Geographies Extend public finance capability in select
Slide 17: Financial Information-Continuing Operations
FINANCIAL INFORMATION-CONTINUING OPERATIONS Net Revenues Pre-Tax Margin Diluted EPS 1 See Slide 19 for a reconciliation of non-GAAP financial measures 1 1 1 1 17
Slide 18: Financial Information-Continuing Operations
FINANCIAL INFORMATION-CONTINUING OPERATIONS Compensation Ratio Non-Compensation Ratio Where noted certain adjustments have been made to make period-to-period comparisons more meaningful: 1Reported non-compensation expenses for 2005 were $141.4 million, or 33.6% of net revenues. These expenses includ
Slide 19: Footnote (1)
FOOTNOTE (1) In 2006 Piper Jaffray Companies recognized a $21.3 million benefit from a reduction of a litigation reserve, and in 2005 the Company recognized an $8.6 million restructuring charge. Management believes that excluding the impact of both of these items increases the comparability of perio
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