Piper Sandler Companies · NYSE:PIPR
Piper Sandler Companies — Piper Jaffray Companies — Shareholder Meeting (March 2009)
18 slides from Piper Sandler Companies's shareholder meeting presentation, Mar 31, 2009
Slide 1: Piper Jaffray Companies 2009 Proxy Solicitation: Amended Incentive Plan
PIPER JAFFRAY COMPANIES 2009 Proxy Solicitation: Amended Incentive Plan
Slide 2: Caution Regarding Forward-Looking Statements
2 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 his
Slide 3: Amended Incentive Plan
3 AMENDED INCENTIVE PLAN Requesting additional 1.5 million shares. No other changes to 2003 Annual and Long-Term Incentive Plan. Additional shares will be used primarily to make restricted stock grants for our February 2010 annual incentive grants pertaining to 2009 compensation. Approximately 350,0
Slide 4: Building Employee Ownership
4 BUILDING EMPLOYEE OWNERSHIP BUILDING EMPLOYEE OWNERSHIP We firmly believe that employee ownership drives shareholder value. We have successfully increased employee ownership since our spin-off from U.S. Bancorp in December 2003. Principally through annual equity incentive awards, based on performa
Slide 5: Annual Incentive Compensation
5 ANNUAL INCENTIVE COMPENSATION We reduced year-over-year headcount by 13%, net of significant strategic hiring. Preserved senior, client-facing professionals. In total, incentives were reduced by 49% year-over-year. Guarantees largely matured at the end of 2008, providing a more variable compensati
Slide 6: Annual Incentive Compensation
6 ANNUAL INCENTIVE COMPENSATION Total compensation is comprised of base salary and an annualincentive. Performance goals are established at the beginning of each year. Incentive compensation is determined at the end of each year, based on performance against the goals. Performance-based incentive is
Slide 7: Historic Strategic Hiring Opportunity
7 HISTORIC STRATEGIC HIRING OPPORTUNITY Extended public finance with team of 13 in CA. Added presence in Connecticut and Virginia. Added Media, Telecommunications and Entertainment (MET) sector with team of 10. New head of Industrials and Financial Sponsor coverage. Added to financial restructuring
Slide 8: Dilution
8 DILUTION Potential dilution from the additional authorized shares would be 7.6% based on 1.5 million shares requested and 19,669,6011 shares issued and outstanding as of March 10, 2009. We have more than offset dilution from past grants. Our tangible book value per share has increased to $36.17 at
Slide 9: Incentive Plan
9 INCENTIVE PLAN Our objective of achieving a meaningful level of employee ownership has resulted in our current overhang and burn rate. We compare favorably to our direct middle market peer firms. Equity Plan Peer Comparison Source: Piper Jaffray calculations using Dec. 31, 2008 10K data
Slide 10: Incentive Plan and Awards
10 INCENTIVE PLAN AND AWARDS Our executive Leadership Team members do not have employment agreements or change of control agreements. As we have disclosed in our proxy statement, perks for management are negligible and commensurate with those available to other employees. Leadership Team incentive c
Slide 11: Incentive Plan and Awards
11 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. Incenti
Slide 12: Appendix: Additional Business Information
APPENDIX Additional Business Information
Slide 13: Securities Firm Founded in 1895
SECURITIES FIRM FOUNDED IN 1895 Recent key milestones Independent, public company. Acquired by U.S. Bancorp in a cash transaction valued at $730 million. Became an independent, publicly held company following a spin-off from U.S. Bancorp Sold Private Client Services to UBS Financial Services. Redire
Slide 14: Focused, Highly Experienced Management Team
14 FOCUSED, HIGHLY EXPERIENCED MANAGEMENT TEAM Piper Jaffray Leadership Team (Named Executive Officers) Andrew Duff Chairman and Chief Executive Officer With the Firm since 1980 President of Piper Jaffray from 1996 to 2003 and Chairman and CEO post spin-off from U.S. Bancorp Bachelor's degree in eco
Slide 15: Focused, Highly Experienced Management Team (Cont.)
15 FOCUSED, HIGHLY EXPERIENCED MANAGEMENT TEAM Piper Jaffray Leadership Team (Cont.) Brad Winges Head of Fixed Income Services More than 18 years with the Firm, all in municipal sales and trading Now head of investment grade sales, trading, underwriting and high- yield sales Bachelor's degree in eco
Slide 16: Financial Information - Continuing Operations
16 FINANCIAL INFORMATION-CONTINUING OPERATIONS Net Revenues Pre-Tax Margin 1 See Slide 18 for a reconciliation of non-GAAP financial measures Diluted EPS Compensation Ratio Compensation Ratio 1 1 1 1 1 1 1 Restated Restated Restated Restated Restated Restated Restated Restated 1
Slide 17: Net Revenues, Pre-Tax Margin and Peer Summary
Net Revenues ($ in mm) Pre-Tax Margin Net Revenue Growth Peer Summary Peer Summary 2008 Peer Comparison (GAAP) 17
Slide 18: In 2008, Piper Jaffray Companies recorded a $130.5 million goodwill impairment, a $33.9 million
18 In 2008, Piper Jaffray Companies recorded a $130.5 million goodwill impairment, a $33.9 million loss related to its tender option bond program, and a $17.9 million restructuring charge. In 2006 the Company recognized a $21.3 million benefit from a reduction of a litigation reserve, and in 2005 it
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