Piper Sandler Companies · NYSE:PIPR
Piper Sandler Companies — Shareholder Meeting (April 2020)
28 slides from Piper Sandler Companies's shareholder meeting presentation, Apr 23, 2020
Slide 1: 2020 Annual Shareholders Meeting
APRIL 2020 2020 Annual Shareholders Meeting Piper Sandler Companies For more information, please contact Tim Carter, chief financial officer at 612 303 - 5607 or timothy.carter@psc.com Piper Sandler Companies (NYSE : PIPR) is a leading investment bank and institutional securities firm driven to help
Slide 2: Cautionary notice regarding forward-looking statements
2020 ANNUAL SHAREHOLDERS MEETING Cautionary notice regarding forward - looking statements This presentation contains forward - looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward - looking statements. Forward - loo
Slide 3: Agenda
2020 ANNUAL SHAREHOLDERS MEETING Agenda I. Firm Overview and Summary of Sandler O’Neill Acquisition II. 2020 Equity Plan Proposal III. Governance IV. Other Topics and Questions V. Appendix
Slide 4: Section I: Firm Overview and Summary of Sandler O'Neill Acquisition
Section I Firm Overview and Summary of Sandler O’Neill Acquisition
Slide 5: Firm overview and business lines
PIPER SANDLER | 5 INVESTMENT BANKING • M&A advisory • Capital markets • Debt and restructuring advisory INSTITUTIONAL EQUITIES • Institutional sales and trading • Equity and technical research PUBLIC FINANCE • Municipal underwriting and advisory FIXED INCOME SERVICES • Municipal and taxable sales an
Slide 6: Investor value proposition
PIPER SANDLER | 6 PIPER SANDLER COMPANIES Investor value proposition I. * CAGR is calculated from 2011 to 2019 1 A non - GAAP measure; see Appendix page 26 for a reconciliation of adjusted diluted EPS to the most directly comparable U.S . GAAP measure 2 A non - GAAP measure; see Appendix page 27 for
Slide 7: Piper Jaffray and Sandler O'Neill merge
PIPER SANDLER | 7 INVESTOR VALUE PROPOSITION Piper Jaffray and Sandler O’Neill merge A leading investment bank and institutional securities firm. Through a distinct combination of candid counsel, focused expertise and empowered employees, we deliver insight and impact to each and every relationship.
Slide 8: Strategic rationale of the combination
PIPER SANDLER | 8 Complements current franchise by adding $225M+ of annual investment banking revenues from financial services industry Increases scale and diversity across investment banking industry sectors The leading financial services investment bank with approximately $300M of annual revenues
Slide 9: A leading investment bank and institutional securities firm (pro forma metrics)
PIPER SANDLER | 9 I. 1 Includes 2018 Piper Standalone adjusted net revenues; see Appendix page 28 for a reconciliation of 2018 Piper Standalone a dju sted net revenues to U.S. GAAP net revenues 2 Includes 2018 Piper Standalone cash flows; see Appendix page 28 for the components of 2018 Piper Standal
Slide 10: Section II: 2020 Equity Plan Proposal
SECTION II 2020 Equity Plan Proposal Equity awards are an important component of our annual incentive plan that helps retain our most productive employees and aligns those employees with our shareholders. Shareholder approval of the equity plan proposal is strategically important to the long - term
Slide 11: Equity is a fundamental component of our compensation philosophy
PIPER SANDLER | 11 2020 EQUITY PLAN PROPOSAL Equity is a fundamental component of our compensation philosophy and core objectives, and our use of equity is aligned with shareholders’ interests II. • 59% of all shares granted from the Incentive Plan over the past 3 years have been awarded in lieu of
Slide 12: 2020 Equity Plan Proposal Overview
PIPER SANDLER | 12 2020 EQUITY PLAN PROPOSAL Overview II. The use of equity is a fundamental component of our compensation philosophy and core objectives. For this reason, and because we are a human capital - based business, we issue equity broadly to our revenue - generating employees for the follo
Slide 13: Incentive Plan features aligned with shareholders
PIPER SANDLER | 13 Our proposed Amended and Restated Incentive Plan and our other compensation policies contain the following features that are aligned with shareholders’ interests : • An annual limitation on awards granted and total compensation paid to non - employee directors of $ 600,000 • An an
Slide 14: Equity usage context
PIPER SANDLER | 14 2020 EQUITY PLAN PROPOSAL Equity usage Context From 2017 - 2019, approximately 59% of shares granted were granted broadly to revenue - generating employees in connection with annual incentives, 24% for recruiting and retention , and 17% for annual Leadership Team PSU awards . ANNU
Slide 15: Historical shares granted and repurchased
PIPER SANDLER | 15 929,933 2,504,170 318,559 453,911 507,442 2,459,400 1,536,226 36,936 681,233 410,196 2015 2016 2017 2018 2019 Over the long - term, we remain committed to managing dilution and have sought to address shareholder concerns about dilution through share repurchases. * Includes 1,174,8
Slide 16: Managing our incentive plan thoughtfully and prudently
PIPER SANDLER | 16 Our 3 - year average burn rate is below the median average burn rate of our peer group. Source: based on data prepared by FW Cook. 2020 EQUITY PLAN PROPOSAL Managing our incentive plan thoughtfully and prudently II. Peer Company 2017 2018 2019 Average Greenhill & Co., Inc. 6.9% 10
Slide 17: Aggregate potential dilution
PIPER SANDLER | 17 Based on the total number of outstanding unvested equity awards and potential future awards under our existing equity plan as of March 20, 2020, if the Incentive Plan is approved by shareholders, the potential dilution associated with the Incentive Plan will be 21.3%, which is nea
Slide 18: Executive compensation governance
PIPER SANDLER | 18 Our compensation practices demonstrate sound corporate governance. We continually review our executive compensation program to ensure it reflects good governance practices and the best interests of shareholders. 2020 EQUITY PLAN PROPOSAL Executive Compensation Governance WHAT WE D
Slide 19: Key figures
PIPER SANDLER | 19 2020 EQUITY PLAN PROPOSAL Key Figures Shares currently available for grant under Incentive Plan (as of March 20, 2020) 456,587 Average shares granted under Incentive Plan (2017 - 2019) 394,053 Average burn rate (2017 - 2019) 3.2% Additional shares requested under the Proposal 1,20
Slide 20: Section III: Governance
SECTION III Governance
Slide 21: Board of directors
PIPER SANDLER | 21 PIPER SANDLER GOVERNANCE Board of directors Chad Abraham | Chairman and CEO of Piper Sandler Companies • CEO since January 2018 • Former co - head of investment banking from 2010 - 2018 Vicki Holt | President and CEO of Protolabs • Skills: Executive experience; manufacturing indus
Slide 22: Aligned with shareholder interests
PIPER SANDLER | 22 PIPER SANDLER GOVERNANCE Aligned with shareholder interests Adopted majority voting in August 2016 Board size (10) and average tenure in line with best practices Directors subject to stock ownership guidelines and an anti - hedging policy Independent, non - classified and highly e
Slide 23: Piper Sandler participants
PIPER SANDLER | 23 2020 ANNUAL SHAREHOLDERS MEETING Piper Sandler participants Tim Carter CHIEF FINANCIAL OFFICER • Chief financial officer since 2017 • Joined the firm in 1995 and has held various finance positions including senior vice president of finance , controller , chief accounting officer a
Slide 24: Section IV: Other Topics and Questions
Section IV Other Topics and Questions
Slide 25: Section V: Appendix
Section V Appendix
Slide 26: Reconciliation for non-GAAP measures
PIPER SANDLER | 26 This presentation includes non - GAAP measures. The non - GAAP measures are not meant to be considered in isolation or as a substitu te for the corresponding U.S. GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordanc
Slide 27: Reconciliation for non-GAAP measures
PIPER SANDLER | 27 APPENDIX Reconciliation for non - GAAP measures V. ($ in thousands) 2019 Net income applicable to Piper Sandler Companies – U.S. GAAP basis $ 111,711 Adjustment to exclude net income/(loss) from discontinued operations 23,772 Net income from continuing operations $ 87,939 Adjustme
Slide 28: Reconciliation for non-GAAP measures: annual cash flows and EBITDA
PIPER SANDLER | 28 APPENDIX Reconciliation for non - GAAP measures V. Annual cash flows The following tables presents the components of Piper Standalone annual cash flows: EBITDA The following tables presents the components of Piper Standalone earnings before interest, taxes, depreciation, and amort
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