Piper Sandler Companies · NYSE:PIPR
Piper Sandler Companies — Piper Jaffray Companies — Proxy Contest (April 2015)
13 slides from Piper Sandler Companies's proxy contest presentation, Apr 27, 2015
Slide 1: 2015 Amended Incentive Plan
PIPER JAFFRAY COMPANIES 2015 Amended Incentive Plan GUIDES FOR THE JOURNEY.” PiperJaffray.
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 hist
Slide 3: Amendment to Incentive Plan
Amendment to Incentive Plan Overview + Requesting 1.2 million shares. - First increase in authorized shares since 2009. = Additional shares necessary to complete 2016 grant, and are expected to last for three years. + We are mindful of our use of equity and the impact of dilution. = Over the past th
Slide 4: Strong Performance and Meaningful Growth
Strong Performance and Meaningful Growth We continued on our multi-year trend of improved performance in 2014. 2014 represented one of our best years of operating performance as a publicly traded company. Our performance was driven by prudent cost management, improved productivity, and remixing to h
Slide 5: Compensation Philosophy and Objectives
Compensation Philosophy and Objectives We believe the use of equity isa fundamental component of our compensation philosophy and core objectives, Issuing equity to our senior leaders and yes is in ou ” best interests for the following reasons: Pay for Performance ~ Restricted equity awards are large
Slide 6: Proactively Limiting Dilution
Proactively Limiting Dilution Demonstrated commitment to managing dilution and returning capital to shareholders. 1,719,662 1,645,458 1 the past 3 years, we have opichates 51% more shares than we 1,200,000 have granted. 2012 2013 2014 Shares Granted m Shares Repurchased ‘Total Shares Granted: 2,234.
Slide 7: Careful Use of Shareholder Capital
Careful Use of Shareholder Capital BURN RATE* + Our 3-year average burn rate is below the median of our compensation peer group. Burn Rate: Shares Granted as % of Weighted Average Basic Common Shares Outstanding!" 2014 2013, 2012 lame Piper Jaffray Companies 3.7% 5.4% 5.6% 49% Peer Group —75th Pisce
Slide 8: Effective Use of Equity
Effective Use of Equity Annual Incentive Compensation Awards 59% of equity awards* * Tied to revenue already generated + Equity is in lieu of cash * Incentive compensation based on profieabiliey, revenues, an performance “Figures presented based on prior thece-year average Ter 20% of equity awards*
Slide 9: Effective Use of Equity, continued
Effective Use of Equity, continued Annual Incentive Compensation Awards - A majority (59%) of the equity issued over the past three years. + Awarded to our senior leaders and gt 1g employees ly 17% of employees) + Awarded in lieu of cash compensation. + Total compensation is comprised of base salary
Slide 10: Appendix
Appendix Additional Business Information GUIDES FOR THE JOURNEY.” PiperJaffray.
Slide 11: Management Team
Management Team Piper Jaffray Leadership Team members participating on the call: Andrew Duff 5) Tom Smith Chair and al id of Cor} ive Office) Development ‘nd Investor Relations *With our firm since 1980 *With our firm since 1998 *President of Piper Jaffray from 1996 to 2003 and Chairman and CEO sinc
Slide 12: Equity Grant and Share Repurchase History Overview
Equity Grant and Share Repurchase History Overview Burn Rate® Annual Equity Grants 2014 2013 2012 icted Equity Granted under 402,074 431,582 487,181 inoentee Plan for Incentive C Sermpetestion Equity Granted for Long-Term Incentive 115,290 117,265 214,526 Awards (PSUs) Equity Granved in Connection w
Slide 13: Compensation Peer Group
Compensation Peer Group The peer group we used for compensation purposes in 2014 was as follows: Cowen Group Evercore Partners FBR & Co Greenhill & Co. JMP Group LLC Lazard Led. Oppenheimer Holdings Inc. Stifel Financial Corp. SWS Group, Inc. 13 Guipes FoR THE JOURNEY: .| PiperJaffray.