Piper Sandler Companies (PIPR) Proxy filing summary

Executive summary

• Achieved adjusted net revenues of $1.88 billion, adjusted net income of $318 million, and adjusted EPS of $4.43 in 2025, reflecting strong growth from 2024 and record or near-record revenues in several business lines.

• Returned $239 million to shareholders via share repurchases and dividends; completed a four-for-one stock split in March 2026.

• Virtual annual meeting scheduled for May 20, 2026, with enhanced shareholder access and participation.

Voting matters and shareholder proposals

• Shareholders will vote on the election of ten directors for one-year terms, ratification of Ernst & Young LLP as independent auditor for 2026, and an advisory say-on-pay vote for executive compensation.

• Board recommends voting FOR all director nominees and both proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 10, 2026.

Board of directors and corporate governance

• Board consists of ten nominees, eight of whom are independent; diverse backgrounds in executive leadership, investment banking, and sector expertise.

• Board committees: Audit, Compensation, and Nominating & Governance, all with independent members and annual self-evaluations.

• Lead director role established for independent oversight; majority voting standard and director resignation policy in place.

• Codes of Ethics and Insider Trading Policy apply to all directors and employees.

• Non-employee directors receive annual cash and equity retainers, with additional compensation for committee chairs and lead director roles.