Piper Sandler Companies · NYSE:PIPR
Piper Sandler Companies — Shareholder Meeting (May 2023)
21 slides from Piper Sandler Companies's shareholder meeting presentation, May 4, 2023
Slide 1: Piper Sandler Companies 2023 Annual Meeting
Piper Sandler Companies 2023 Annual Meeting
Slide 2: Disclosures
PIPER SANDLER | 2 Disclosures 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 - lookin
Slide 3: Agenda
PIPER SANDLER | 3 Agenda I. Firm Overview II. 2023 Equity Plan Proposal III. Governance IV. Other Topics and Questions
Slide 4: Section I: Firm Overview
Section I Firm Overview
Slide 5: A leading investment bank
PIPER SANDLER | 5 A leading investment bank We enable growth and success for our clients through deep sector expertise, candid advice and a differentiated, highly productive culture. Year Founded: 1895 NYSE: PIPR Headquarters: Minneapolis, MN Employees: 1,700+ Offices: 60+ • Diversified firm with ma
Slide 6: Transforming our business through strategic investments
PIPER SANDLER | 6 Transforming our business through strategic investments $423 $441 $558 $599 $690 $825 $742 $826 $1,235 $1,980 $1,434 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2015 Debt Capital Markets Team Advisory Services BMO Capital Markets GKST Fixed Income 2016 Simmons & Company
Slide 7: Section II: 2023 Equity Plan Proposal
Section II 2023 Equity Plan Proposal Our Board is asking our shareholders to vote FOR Proposal 5. Equity awards are an important component of our compensation program which help retain and align our most productive employees with our shareholders. Shareholder approval of the equity plan proposal is
Slide 8: Equity is a fundamental component of our compensation philosophy
PIPER SANDLER | 8 Equity is a fundamental component of our compensation philosophy and core objectives, and our use of equity is aligned with shareholders’ interests • 79% of all shares granted from the Incentive Plan over the past 3 years have been awarded in lieu of cash awards for annual compensa
Slide 9: Overview of share request under Incentive Plan
PIPER SANDLER | 9 Overview We need shareholder approval of additional shares under our Incentive Plan in order to continue granting equity through 2026. • 2020 was the last time that new shares were authorized under the Incentive Plan, when 1,200,000 shares were authorized • We are asking for 1,500,
Slide 10: How We Use Equity under our Incentive Plan
PIPER SANDLER | 10 How We Use Equity under our Incentive Plan *Amounts shown above exclude all acquisition - related grants. 15% 12% 72% 1.5MM SHARES GRANTE D ANNUAL INCENTIVE AWARDS HIRING AND RETENTION AWARDS PSU AND OPTION AWARDS Context From 2020 - 2022, approximately 72% of shares granted from
Slide 11: Managing our Incentive Plan thoughtfully and prudently
PIPER SANDLER | 11 Managing our Incentive Plan thoughtfully and prudently Our 3 - year average adjusted burn rate 1 is below the median average burn rate of our peer group. Peer Company 3 - Yr. Average Jefferies Financial Group Inc. 0.6% FTI Consulting, Inc. 0.9% Houlihan Lokey, Inc. 3.2% Stifel Fin
Slide 12: Incentive plan aligned with shareholders' interests
PIPER SANDLER | 12 Incentive plan aligned with shareholders’ interests Our proposed Amended and Restated Incentive Plan and our other compensation policies contain the following features that are aligned with shareholders’ interests: • No ‘‘evergreen’’ provision • Double - trigger change - in - cont
Slide 13: Key figures
PIPER SANDLER | 13 Key figures Shares currently available for grant under Incentive Plan (as of March 20, 2023) 497,273 Average shares granted under Incentive Plan (2020 - 2022) 509,145 Average burn rate excluding deal consideration and 1.2M Sandler retention shares (2020 - 2022) 4.3% Additional sha
Slide 14: Section III: Governance
Section III Governance
Slide 15: Board of Directors
PIPER SANDLER | 15 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 Former President and CEO of Protolabs • Skills: Executive experience; manufacturing industry Robbin Mitchell Se
Slide 16: Aligned with Shareholders Interests
PIPER SANDLER | 16 Aligned with Shareholders Interests Adopted majority voting in August 2016 Board size (10) and average tenure in line with best practices Directors (and NEO’s) subject to stock ownership guidelines and an anti - hedging and pledging policy Independent, non - classified and highly
Slide 17: Executive Compensation Governance
PIPER SANDLER | 17 Executive Compensation Governance 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. WHAT WE DO • Annual incentives dire
Slide 18: Piper Sandler Participants
PIPER SANDLER | 18 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 and treasurer John Geelan GENERAL CO
Slide 19: Section IV: Other Topics and Questions
Section IV Other Topics and Questions
Slide 20: Appendix: Reconciliation of Non-GAAP Financial Measures
Appendix Reconciliation of Non - GAAP Financial Measures
Slide 21: Reconciliation of non-GAAP financial measures
PIPER SANDLER | 21 Reconciliation of non - GAAP financial measures Net revenues A reconciliation of U.S. GAAP net revenues to adjusted net revenues: For the Year Ended December 31, ($ in thousands) 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 Net revenues – U.S. GAAP basis $1,425,638 $2,03
Piper Sandler Companies — Shareholder Meeting (May 2023) on 6ix