Piper Sandler Companies (PIPR) Proxy Filing summary

Executive summary

• Achieved second-highest adjusted net revenues ($1.54B), net income ($228.2M), and EPS ($12.69) in 2024, with a 37% increase in adjusted net income from 2023, driven by strong advisory and corporate financing contributions and disciplined expense management.

• Returned $140M to shareholders via share repurchases and dividends, and completed the acquisition of Aviditi Advisors to expand services for financial sponsor clients.

• Five-year total shareholder return ranked second among peers, reflecting strong execution of long-term growth strategy.

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 2025, and an advisory say-on-pay vote for executive compensation.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation approval.

• Shareholder proposals for the 2026 meeting must be submitted by December 12, 2025.

Board of directors and corporate governance

• Board will decrease from eleven to ten members; seven of ten nominees are independent.

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

• Lead director role held by Mr. Schreier since May 2024; board uses a majority voting standard and director resignation policy for uncontested elections.

• Codes of Ethics and Insider Trading Policy in place; annual board and committee evaluations conducted.

• Non-employee directors compensated with cash and equity, with increased retainers and equity grants for 2025.