TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS​

​	INTRODUCTION	​	​	​	​	1	​	​
​	EXECUTIVE SUMMARY	​	​	​	​	1	​	​
​	PROPOSAL ONE—ELECTION OF DIRECTORS	​	​	​	​	7	​	​
​	INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	​	​	​	​	13	​	​
​	Codes of Ethics and Business Conduct	​	​	​	​	13	​	​
​	Director Independence	​	​	​	​	13	​	​
​	Board Leadership Structure and Lead Director	​	​	​	​	13	​	​
​	Majority Voting Standard and Director Resignation Policy	​	​	​	​	14	​	​
​	Board Involvement in Risk Oversight	​	​	​	​	14	​	​
​	Meetings of the Non-Employee and Outside Directors	​	​	​	​	15	​	​
​	Committees of the Board	​	​	​	​	16	​	​
​	Annual Board Evaluation Process	​	​	​	​	19	​	​
​	Meeting Attendance	​	​	​	​	19	​	​
​	Procedures for Contacting the Board of Directors	​	​	​	​	20	​	​
​	Procedures for Selecting and Nominating Director Candidates	​	​	​	​	20	​	​
​	Compensation Program for Non-Employee Directors	​	​	​	​	21	​	​
​	Non-Employee Director Compensation for 2023	​	​	​	​	22	​	​
​	EXECUTIVE COMPENSATION	​	​	​	​	23	​	​
​	Compensation Discussion and Analysis	​	​	​	​	23	​	​
​	Compensation Committee Report	​	​	​	​	45	​	​
​	Summary Compensation Table	​	​	​	​	46	​	​
​	Grants of Plan-Based Awards	​	​	​	​	48	​	​
​	Outstanding Equity Awards at Fiscal Year-End	​	​	​	​	49	​	​
​	Option Exercises and Stock Vested	​	​	​	​	50	​	​
​	Potential Payments Upon Termination or Change-in-Control	​	​	​	​	50	​	​
​	Pay Versus Performance	​	​	​	​	52	​	​
​	CEO Pay Ratio	​	​	​	​	55	​	​
​	Equity Compensation Plan Information	​	​	​	​	55	​	​
​	Risk Assessment of Compensation Policies and Practices	​	​	​	​	56	​	​
​	SECURITY OWNERSHIP	​	​	​	​	57	​	​
​	Stock Ownership Guidelines	​	​	​	​	57	​	​
​	Beneficial Ownership of Directors, Nominees and Executive Officers	​	​	​	​	57	​	​
​	Beneficial Owners of More than Five Percent of Our Common Stock	​	​	​	​	59	​	​
​	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	​	​	​	​	60	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	60	​	​
​	Transactions with Related Persons	​	​	​	​	60	​	​
​	Review and Approval of Transactions with Related Persons	​	​	​	​	60	​	​
​	AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO OUR INDEPENDENT AUDITOR	​	​	​	​	61	​	​
​	Audit Committee Report	​	​	​	​	61	​	​
​	Auditor Fees	​	​	​	​	61	​	​

TABLE OF CONTENTS​

​	Auditor Services Pre-Approval Policy	​	​	​	​	62	​	​
​	PROPOSAL TWO—RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR	​	​	​	​	63	​	​
​	PROPOSAL THREE—ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION	​	​	​	​	64	​	​
​	QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	​	​	​	​	66	​	​
​	SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING	​	​	​	​	71	​	​
​	HOUSEHOLDING	​	​	​	​	71	​	​
​	OTHER MATTERS	​	​	​	​	72	​	​
​	APPENDIX A—RECONCILIATION OF U.S. GAAP FINANCIAL PERFORMANCE FIGURES TO ADJUSTED NON-GAAP FINANCIAL INFORMATION	​	​	​	​	A-1	​	​

TABLE OF CONTENTS​​

​	Date and Time:	​	​	Thursday, May 23, 2024, at 2:00 p.m., Central Time	​
​	Website:	​	​	www.virtualshareholdermeeting.com/PIPR2024	​
​	Record Date:	​	​	March 26, 2024	​

TABLE OF CONTENTS

​	Executive Summary	​
​	​	​

Proposal				​	​	Page Reference	​
1.	​	​	Election of Directors	​	​	7	​
​	​	​	The Board of Directors believes the ten director nominees as a group have the experience and skills that are necessary to effectively oversee our company.	​	​	​	​
2.	​	​	Ratification of Selection of Independent Auditor	​	​	63	​
​	​	​	The Audit Committee of our Board of Directors has selected Ernst & Young LLP to serve as our independent auditor for the year ending December 31, 2024.	​	​	​	​
3.	​	​	Advisory (Non-Binding) Vote on Executive Compensation	​	​	64	​
​	​	​	The Board of Directors is asking shareholders to provide advisory approval of the compensation of the officers disclosed in this proxy statement, or a say-on-pay vote.	​	​	​	​

TABLE OF CONTENTS

​	Executive Summary	​
​	​	​

​	​	How to Participate in the Virtual Meeting							​	​
​	​		​	​		​	​		​	​
​	​	Participate via the internet	​	​	Voting during the meeting	​	​	Submitting Questions	​	​
​	​	To attend the virtual meeting, visit www.virtualshareholdermeeting.com/​PIPR2024	​	​	To vote your shares during the meeting, click on the vote button provided on the screen and follow the instructions provided	​	​	Questions may be submitted live during the meeting by typing them in the dialog box provided on the bottom corner of the screen	​	​
​	​	For technical assistance on the day of the Annual Meeting, call the support line at 844-986-0822 (Toll Free) or 303-562-9302 (International Toll).							​	​

​	​	Other Ways to Vote Your Shares							​	​
​	​		​	​		​	​		​	​
​	​	Internet	​	​	Telephone	​	​	Mail	​	​
​	​	Go to www.proxyvote.com and follow the instructions (have the proxy card or internet notice in hand when you access the website)	​	​	Dial 1-800-690-6903 and follow the instructions (have the proxy card in hand when you call)	​	​	If you received paper copies of our proxy materials, mark your selection on the enclosed proxy card, date and sign your name, and promptly mail the proxy card in the postage-paid envelope provided	​	​

TABLE OF CONTENTS

​	Executive Summary	​
​	​	​

​	$1.33B​ Adjusted Net Revenues	​	​	We generated adjusted net revenues of $1.33 billion.	​
​	$166.4M Adjusted Net Income	​	​	We achieved adjusted net income of $166.4 million.	​
​	$9.28 Adjusted Earnings Per Share	​	​	We achieved adjusted earnings per diluted common share (referred to in this proxy statement as “adjusted earnings per share”) of $9.28.	​

TABLE OF CONTENTS

​	Executive Summary	​
​	​	​

​

​

​

​

​

​

​

​

​

​

​

Chad R. Abraham

​

​

Jonathan J. Doyle

​

​

William R. Fitzgerald

​

​

Victoria M. Holt

​

​

Robbin Mitchell

​

​

Chairman and CEO of Piper Sandler Companies

​

​

Vice Chairman and Head of Financial Services of Piper Sandler Companies

​

​

Former Chairman and CEO of Ascent Capital Group

​

​

Former President and CEO of Proto Labs, Inc.

​

​

Senior Advisor for Boston Consulting Group

​

​

​

​

​

​

​

​

​

​

​

​

Thomas S. Schreier

​

​

Sherry M. Smith

​

​

Philip E. Soran

​

​

Brian R. Sterling

​

​

Scott C. Taylor

​

​

Former Chairman of Nuveen Asset Management Chair Governance

​

​

Former Executive VP and CFO of SUPERVALU, INC. Chair Audit

​

​

Former President, CEO and Director of Compellent Technologies Lead Director

​

​

Former Managing Director of Piper Sandler Companies, former Co-Head of Investment Banking at Sandler O’Neill & Partners, L.P.

​

​

Former Executive VP and General Counsel of NortonLifeLock Inc. Chair Compensation

​

TABLE OF CONTENTS

​	Executive Summary	​
​	​	​

TABLE OF CONTENTS​

​	Proposal One: Election of Directors	​
​	​	​

TABLE OF CONTENTS

​	Proposal One: Election of Directors	​
​	​	​

​	​	​	​	Chad R. Abraham, Chairman​	​
​	Chad R. Abraham Age 55 Director since 2018	​	​	Principal Occupation: Mr. Abraham has been our chief executive officer since 2018 and chairman of the Board since May 2019. Prior to being appointed chief executive officer, Mr. Abraham previously served as our global co-head of investment banking and capital markets since 2010. He was head of capital markets from 2005 to 2010, and managing director and head of our technology investment banking group from 1999 to 2005. Mr. Abraham began his career at Piper Sandler in 1991 as an investment banking analyst. Qualifications: Mr. Abraham has more than 30 years of experience in the investment banking and capital markets industry with Piper Sandler, including as our global co-head of investment banking and capital markets from 2010 to 2017. The Board believes he has the knowledge of our company and its business that is necessary to help formulate and execute our business plans and growth strategies. Highlighted Skills: Chief executive experience; investment banking or financial services industry experience; focus sector experience; corporate governance; financial, accounting, and risk management Other Current Public Company Directorships: • Columbus McKinnon Corporation ​	​
​	​	​	​	Jonathan J. Doyle​	​
​	Jonathan J. Doyle Age 59 Director since 2020	​	​	Principal Occupation: Mr. Doyle has been a vice chairman, senior managing principal, and head of our financial services group since January 2020. Mr. Doyle joined our company at the time of our acquisition of Sandler O’Neill & Partners, L.P. (“Sandler”), where he had served as a senior managing principal since January 2012, and partner since January 1995. Mr. Doyle began his career at Marine Midland Bank. Qualifications: Mr. Doyle has more than 25 years of experience in the investment banking and capital markets industry, including as senior managing principal of Sandler for over eight years, where his responsibilities included management of the firm’s business operations and long-term growth strategy. The Board believes that Mr. Doyle’s extensive industry experience and his knowledge of financial services investment banking provides important perspective and insight to the Board. Highlighted Skills: Investment banking or financial services industry experience; focus sector experience; corporate governance; financial, accounting, and risk management Other Current Public Company Directorships: • nCino, Inc. ​	​

TABLE OF CONTENTS

​	Proposal One: Election of Directors	​
​	​	​

​	​	​	​	William R. Fitzgerald​	​
​	William R. Fitzgerald Age 66 Director since 2014 ​ Piper Sandler Board Committees: • Audit ​ • Compensation ​	​	​	Principal Occupation: Mr. Fitzgerald was chairman of Ascent Capital Group, Inc. from 2000 to 2019, and was its chief executive officer from 2000 to 2018. Ascent Capital Group (formerly known as Ascent Media Group) was a publicly traded holding company which was ultimately merged with its wholly owned operating subsidiary, Monitronics International, Inc., which offers security alarm monitoring services. In addition, Mr. Fitzgerald previously served as senior vice president of Liberty Media Corporation from 2000 to 2012. Mr. Fitzgerald served as executive vice president and chief operating officer for AT&T Broadband (formerly known as Tele-Communications, Inc.) from 1998 to 2000, and as executive vice president, corporate development of TCI Communications, Inc., a wholly-owned subsidiary of Tele-Communications, from 1996 to 1998. Mr. Fitzgerald was previously an investment banking partner with Daniels and Associates (now RBC Capital Markets), and he began his career as a commercial banker at The First National Bank of Chicago. Qualifications: Mr. Fitzgerald brings to the Board significant management experience from his more than 30 years in the media and telecommunications industries, including as CEO of a publicly traded company. In addition, Mr. Fitzgerald’s experience as a partner at a middle-market investment bank provides valuable experience to our management and to the Board. Highlighted Skills: Chief executive experience; investment banking or financial services industry experience; focus sector experience; corporate governance; financial, accounting, and risk management Other Previous Public Company Directorships Held within the Last Five Years: • Ascent Capital Group, Inc. (2000 to 2019) ​	​

​	​	​	​	Victoria M. Holt​	​
​	Victoria M. Holt Age 66 Director since 2019 ​ Piper Sandler Board Committees: • Audit ​ • Compensation ​	​	​	Principal Occupation: Ms. Holt was president and chief executive officer of Proto Labs, Inc., a publicly-traded custom prototype and low-volume production manufacturing company, from February 2014 through her retirement in March 2021. From 2010 through 2013, Ms. Holt was president and chief executive officer of Spartech Corporation, a producer of plastic sheet, compounds, and packaging products, until its sale to PolyOne in 2013. From 2005 to 2010, Ms. Holt was senior vice president of PPG Industries’ glass and fiberglass division. Qualifications: Ms. Holt’s extensive management experience as a former chief executive officer of a growth-oriented, publicly-traded company provides valuable perspective to the Board and management. In addition, Ms. Holt’s experience in the industrials sector is valuable to the company as it is a focus area for our investment banking business. Other Current Public Company Directorships: • A.O. Smith Corporation ​ • Waste Management, Inc. ​ Highlighted Skills: Chief executive experience; focus sector experience; corporate governance; financial, accounting, and risk management Other Previous Public Company Directorships Held within the Last Five Years: • Proto Labs, Inc. (2014 to 2021) ​	​

TABLE OF CONTENTS

​	Proposal One: Election of Directors	​
​	​	​

​	​	​	​	Robbin Mitchell​	​
​	Robbin Mitchell Age 60 Director since 2021 ​ Piper Sandler Board Committees: • Governance ​	​	​	Principal Occupation: Ms. Mitchell is a senior advisor for the Boston Consulting Group (“BCG”), where she had previously held the position of partner and managing director from June 2016 to August 2021. From 2011 to 2015, she served as chief operating officer of Club Monaco, a subsidiary of Ralph Lauren Corporation. Prior to that, Ms. Mitchell held several executive management positions at Ralph Lauren for 10 years. Before joining Ralph Lauren, Ms. Mitchell held various senior executive roles in strategy and operations at Tommy Hilfiger and GFT USA, a designer apparel manufacturer and distributor. Earlier in her career, Ms. Mitchell spent nine years working in the consulting and investment banking industries at McKinsey & Company, BCG and Lehman Brothers, specializing in the retail and apparel sectors. Qualifications: Ms. Mitchell has extensive senior executive experience in the consumer industry, a focus area for our investment banking business, as well as in the consulting and investment banking industries, which contributes significant value and perspective to the Board. Highlighted Skills: Investment banking or financial services industry experience; focus sector experience; corporate governance; financial, accounting, and risk management Other Current Public Company Directorships: • Kohl’s Corporation ​	​
​	​	​	​	Thomas S. Schreier​	​
​	Thomas S. Schreier Age 61 Director since 2018 ​ Piper Sandler Board Committees: • Compensation ​ • Governance (Chair) ​	​	​	Principal Occupation: Mr. Schreier was the vice chairman of Nuveen Investments, Inc., and chairman of its largest investment adviser, Nuveen Asset Management, from 2011 to 2014, and, following Nuveen’s acquisition by TIAA, from 2014 to 2016. Prior to that, Mr. Schreier was the chief executive officer of FAF Advisors from 2001 to 2010, when it was acquired by Nuveen. Earlier in his career, Mr. Schreier was a senior managing director and head of equity research at Piper Sandler from 1999 to 2001. Qualifications: Mr. Schreier has extensive leadership experience in the financial services sector, including as a senior leader of significant asset management companies. This leadership experience in human capital-based businesses such as ours, as well as his investment banking industry experience, provides significant value to the Board. Lead Director: Mr. Schreier is expected to serve as our lead director beginning immediately following the 2024 annual meeting. Highlighted Skills: Investment banking or financial services industry experience; corporate governance; financial, accounting, and risk management	​

TABLE OF CONTENTS

​	Proposal One: Election of Directors	​
​	​	​

​	​	​	​	Sherry M. Smith​	​
​	Sherry M. Smith Age 62 Director since 2016 ​ Piper Sandler Board Committees: • Audit (Chair) ​	​	​	Principal Occupation: Ms. Smith served as executive vice president and chief financial officer of SUPERVALU INC., a grocery wholesaler and retailer, from 2010 to 2013. Prior to that, she held the role of senior vice president of finance from 2005 to 2010, and senior vice president of finance and treasurer from 2002 to 2005. Qualifications: As a result of her roles at SUPERVALU and the public company boards on which she has served, Ms. Smith has extensive public company financial, accounting, and risk management experience, which provides valuable insight and skills for a director of a publicly traded securities firm such as our company. Other Current Public Company Directorships: • Deere & Company ​ • Anywhere Real Estate Inc. ​ Highlighted Skills: Focus sector experience; corporate governance; financial, accounting, and risk management Other Previous Public Company Directorships Held within the Last Five Years: • Tuesday Morning Corporation (2014 to 2022) ​	​
​	​	​	​	Philip E. Soran​	​
​	Philip E. Soran Age 67 Director since 2013 ​ Piper Sandler Board Committees: • Governance ​	​	​	Principal Occupation: Mr. Soran served as president, chief executive officer and a director of Compellent Technologies, Inc., a Minnesota-based publicly traded company which he co-founded in March 2002, until its acquisition by Dell Inc. in February 2011. Following the acquisition, he served as the president of Dell Compellent from February 2011 to March 2012. From July 1995 to August 2001, Mr. Soran served as president, chief executive officer and a member of the board of directors of Xiotech, which Mr. Soran co-founded in July 1995. Xiotech was acquired by Seagate in January 2000. Qualifications: Mr. Soran’s experience founding and building technology companies provides strategic guidance to the Board and management, and his experience in the technology industry is valuable to the company as it is a focus area for our investment banking business. He also has extensive management experience as a former chief executive officer of a publicly traded company, and his perspective as a board member of another publicly traded company provides valuable insight to the Board. Lead Director: Mr. Soran has been our lead director since 2018. Mr. Soran is expected to transition out of the lead director role following the 2024 annual meeting. Highlighted Skills: Chief executive experience; focus sector experience; corporate governance; financial, accounting, and risk management Other Current Public Company Directorships: • SPS Commerce, Inc. ​	​

TABLE OF CONTENTS

​	Proposal One: Election of Directors	​
​	​	​

​	​	​	​	Brian R. Sterling​	​
​	Brian R. Sterling Age 63 Director since 2021	​	​	Principal Occupation: Mr. Sterling is a former managing director in the financial services group at Piper Sandler. Mr. Sterling joined Piper Sandler in 2020 in connection with our acquisition of Sandler, where Mr. Sterling had been a principal and co-head of investment banking. Prior to joining Sandler in 2002, Mr. Sterling was a managing director at Merrill Lynch & Co. from 1996 through 2001. Qualifications: Mr. Sterling has more than 30 years of experience in the investment banking and capital markets industry, including 17 years as co-head of investment banking of Sandler, where his responsibilities included management of the group’s employees, business operations, and long-term growth strategy. The Board believes that Mr. Sterling’s extensive industry experience and his knowledge of financial services investment banking provides important perspective and insight to the Board. Highlighted Skills: Investment banking or financial services industry experience; focus sector experience; corporate governance; financial, accounting, and risk management	​

​	​	​	​	Scott C. Taylor​	​
​	Scott C. Taylor Age 59 Director since 2014 ​ Piper Sandler Board Committees: • Audit ​ • Compensation (Chair) ​	​	​	Principal Occupation: Mr. Taylor served as executive vice president, general counsel, and secretary for NortonLifeLock Inc. (formerly Symantec Corp.), a publicly traded computer security software provider, from August 2008 through January 2020. Mr. Taylor’s prior experience includes positions as chief administrative officer, senior vice president and general counsel of Phoenix Technologies Ltd. Prior to that, he was vice president and general counsel of Narus, Inc. Mr. Taylor began his legal career as a corporate attorney at Pillsbury Madison and Sutro LLP (now Pillsbury Winthrop Shaw Pittman LLP). Qualifications: Mr. Taylor brings to the Board significant public company legal and governance expertise developed through his experience as general counsel of two publicly traded companies. In addition, his significant executive experience at leading technology companies provides Mr. Taylor with strong knowledge of the technology industry, which is an area of focus for our investment banking business. Highlighted Skills: Focus sector experience; corporate governance; financial, accounting, and risk management Other Current Public Company Directorships: • Ziff Davis, Inc. ​	​

TABLE OF CONTENTS​​​​

TABLE OF CONTENTS​​

​	Board of Directors and Corporate Governance	​
​	​	​

TABLE OF CONTENTS​

​	Board of Directors and Corporate Governance	​
​	​	​

​	Board of Directors Oversees Major Risks									​
​	Corporate Strategy​	​	​	​	Leadership & Organizational Structure​	​	​	​	Culture and Ethics​	​
​		​	​	​		​	​	​		​
​	Audit Committee	​	​	​	Compensation Committee	​	​	​	Governance and Nominating Committee	​
​	Information technology and cybersecurity (with shared Board oversight) Market risk Credit risk Liquidity risk Operational risk Legal and regulatory risk Human capital risk (fraud and misconduct)	​	​	​	Compensation risk Succession risk	​	​	​	Board and committee risk oversight structure	​

TABLE OF CONTENTS​

​	Board of Directors and Corporate Governance	​
​	​	​

TABLE OF CONTENTS

​	Board of Directors and Corporate Governance	​
​	​	​

​	​	​	Audit Committee​	​
Members: Sherry M. Smith (Chair) William R. Fitzgerald Victoria M. Holt Scott C. Taylor Number of Meetings in 2023: 10	​	​	Functions: The Audit Committee’s purpose is to oversee the integrity of our financial statements, the independent auditor’s qualifications and independence, the performance of our internal audit function and independent auditor, and compliance with legal and regulatory requirements. To this end, the Audit Committee: • Oversees our public financial reporting, reviews the integrity of our accounting and financial reporting processes and audits of our financial statements, and prepares the Audit Committee Report included in our proxy statement for the annual meeting of shareholders; ​ • Oversees and evaluates the performance of the independent auditor; ​ • Oversees our risk assessment and management framework; ​ • Provides an open avenue of communication among the independent auditor, financial and senior management, the internal auditors and the Board; and ​ • Oversees our major risk exposures in the areas of market risk, credit risk, liquidity risk, legal and regulatory risks, operational risk (including information technology and cybersecurity), human capital risks related to misconduct and fraud, and legal and compliance matters. ​ In exercising its authority to oversee, retain, and terminate the independent auditor, the Audit Committee annually reviews the independent auditor’s performance and independence, taking into consideration the quality of the Audit Committee’s ongoing discussions with the independent auditor, management’s perceptions of the independent auditor’s expertise and past performance, the appropriateness of fees charged; and the independent auditor’s independence qualification, including the independent auditor’s provision of any permissible non-audit services and the related fees received for such services, as further described below in the section titled “Audit Committee Report and Payment of Fees to our Independent Auditor—Auditor Fees.” The Audit Committee’s responsibilities are more fully described in its charter. The Board has determined that all members of the Audit Committee are independent (as that term is defined in the applicable NYSE rules and in the rules and regulations of the Securities and Exchange Commission (the “SEC”)), that all members are financially literate and have the accounting or related financial expertise required by the NYSE rules, and that multiple members, including Ms. Smith, qualify as an “audit committee financial expert” as defined under the rules and regulations of the SEC.	​

TABLE OF CONTENTS

​	Board of Directors and Corporate Governance	​
​	​	​

​	​	​	Compensation Committee​	​
Members: Scott C. Taylor (Chair) William R. Fitzgerald Victoria M. Holt Thomas S. Schreier Number of Meetings in 2023: 6	​	​	Functions: The Compensation Committee’s purpose is to oversee the compensation of the company’s executive officers as well as other broad-based employee compensation and benefits programs to ensure that our compensation and employee benefit programs are aligned with our compensation philosophy and adequately attract and retain the talent that we rely on as a human-capital business. To that end, the Compensation Committee: • Establishes performance goals for our CEO and oversees the performance goals set by our CEO for our other executive officers and annually evaluates their performance; ​ • Determines the annual compensation of our CEO and other executive officers; ​ • Oversees our executive compensation program, as well as other broad-based incentive, equity-based, retirement or other material employee benefit plans; ​ • Reviews and discusses with management the disclosures regarding executive compensation to be included in our proxy statement for the annual meeting of shareholders, and recommends to the Board inclusion of the Compensation Discussion and Analysis in our proxy statement for the annual meeting of shareholders; and ​ • Oversees major risk exposures relating to compensation and succession, and whether the company’s compensation arrangements are consistent with effective controls and sound risk management. ​ The Compensation Committee’s responsibilities are more fully described in its charter. For more information regarding the Committee’s process in setting compensation, please see “Compensation Discussion and Analysis—How Compensation Decisions are Made” below. Management Support: The work of the Compensation Committee is supported by our human capital department, primarily through our chief human capital officer, our finance department, primarily through our chief financial officer, and by our legal department, primarily through our general counsel, who all prepare and present information and recommendations for review and consideration by the Compensation Committee. These personnel work closely with the Compensation Committee chair and, as appropriate, our chief executive officer. For more information, refer to the section below titled “Compensation Discussion and Analysis—How Compensation Decisions are Made—Involvement of Executive Officers.” Use of Compensation Consultant: The Compensation Committee has sole authority to engage, retain, and terminate independent compensation consultants to provide strategic planning, market context, and general advice to the Compensation Committee with respect to executive compensation, as described below under “Compensation Discussion and Analysis—How Compensation Decisions are Made—Compensation Consultant.” The Board has determined that all members of the Compensation Committee are independent (as that term is defined in applicable NYSE rules).	​

TABLE OF CONTENTS​​

​	Board of Directors and Corporate Governance	​
​	​	​

​	​	​	Nominating and Governance Committee​	​
Members: Thomas S. Schreier (Chair) Robbin Mitchell Philip E. Soran Number of Meetings in 2023: 4	​	​	Functions: The purpose of the Nominating and Governance Committee (“Governance Committee”) is to oversee the make-up and succession of our Board to ensure that our Board continues to have the right mix of skills, qualifications, and diversity to effectively oversee our company. To that end, the Governance Committee: • Identifies and evaluates candidates for nomination as directors, responds to director nominations submitted by shareholders, evaluates the performance and independence of our Board members, and recommends the slate of director nominees for election at the annual meeting of shareholders and candidates to fill vacancies between annual meetings; ​ • Oversees committee membership and structure, and recommends qualified members of the Board for membership on committees; ​ • Reviews and assesses the adequacy of our Corporate Governance Principles, and recommends to the Board sound corporate governance principles and practices; ​ • Oversees administration of our related person transaction policy and reviews the transactions submitted to it pursuant to such policy; ​ • Oversees the annual evaluation process for the chief executive officer, the Board, and Board committees; and ​ • Oversees the Board’s committee structures and functions as they relate to risk oversight. ​ The responsibilities of the Governance Committee are more fully described in its charter. The Board has determined that all members of the Governance Committee are independent (as that term is defined in applicable NYSE rules).	​

TABLE OF CONTENTS​​

​	Board of Directors and Corporate Governance	​
​	​	​

TABLE OF CONTENTS​

​	Board of Directors and Corporate Governance	​
​	​	​

​	​	​	​	Annual Compensation for Non-Employee Directors	​
​	Board Service	​	​	• $100,000 cash retainer ​ • $100,000 grant of shares of our common stock ​	​
​	Service as a Committee Chair	​	​	• Audit—$20,000 cash retainer ​ • Compensation—$10,000 cash retainer ​ • Governance—$10,000 cash retainer ​	​
​	Additional Retainer	​	​	• Service as Lead Director—$30,000 cash retainer ​	​

TABLE OF CONTENTS​

​	Board of Directors and Corporate Governance	​
​	​	​

​

Director

​

​

Fees Earned or Paid in Cash

​

​

Stock Awards(1)(2) ($)

​

​

All Other Compensation(3) ($)

​

​

Total ($)

​

​

Annual Retainer ($)

​

​

Additional Retainer Fees ($)

​

​

William R. Fitzgerald

​

​

​

​

100,000

​

​

​

​

​

—

​

​

​

​

​

100,084(4)

​

​

​

​

​

5,000

​

​

​

​

​

205,084

​

​

​

Victoria M. Holt

​

​

​

​

100,000

​

​

​

​

​

—

​

​

​

​

​

100,084(4)

​

​

​

​

​

5,000

​

​

​

​

​

205,084

​

​

​

Robbin Mitchell

​

​

​

​

100,000

​

​

​

​

​

—

​

​

​

​

​

100,084(4)

​

​

​

​

​

5,000

​

​

​

​

​

205,084

​

​

​

Thomas S. Schreier

​

​

​

​

100,000

​

​

​

​

​

6,247(5)

​

​

​

​

​

100,084

​

​

​

​

​

5,000

​

​

​

​

​

211,331

​

​

​

Sherry M. Smith

​

​

​

​

100,000

​

​

​

​

​

20,000

​

​

​

​

​

100,084(4)

​

​

​

​

​

5,000

​

​

​

​

​

225,084

​

​

​

Philip E. Soran

​

​

​

​

100,000(4)

​

​

​

​

​

33,754(4)(5)

​

​

​

​

​

100,084(4)

​

​

​

​

​

5,000

​

​

​

​

​

238,838

​

​

​

Brian R. Sterling

​

​

​

​

100,000(4)

​

​

​

​

​

—

​

​

​

​

​

100,084

​

​

​

​

​

5,000

​

​

​

​

​

205,084

​

​

​

Scott C. Taylor

​

​

​

​

100,000(4)

​

​

​

​

​

10,000(4)

​

​

​

​

​

100,084(4)

​

​

​

​

​

5,000

​

​

​

​

​

215,084

​

​

TABLE OF CONTENTS​​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​	Base Salary	​	​	​	Base salaries provide a market-competitive amount of cash compensation for each executive that is not variable. Base salaries remained the same in 2023.	​
​						​
​	Annual Incentive Compensation	​	​	​	Our annual incentive program directly aligns our named executive officers’ annual incentive pay with our firm-wide profitability and business line performance. Increasing our profitability is a key objective for us as we seek to maximize long-term value for our shareholders. Annual incentive compensation is paid in a mix of cash, PSU’s, and time-vested restricted compensation (with restricted compensation being divided between restricted stock and shares of certain of certain investment funds).	​
​						​
​	Long-Term PSU Awards	​	​	​	Our PSU awards are intended to directly align the interests of our named executive officers with those of our shareholders by directly tying the value of the award to certain long-term performance metrics. The PSU award will be earned only if over the 36-month performance period we achieve a threshold level (1) adjusted ROE or (2) relative TSR compared to a broad index of financial services companies. The amount of PSUs awarded to each named executive officer is based on the amount of annual incentive compensation paid to the named executive officer.	​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Incentive Compensation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Name

​

​

​

​

​

​

​

​

Base Salary

​

​

Cash Incentive(1)

​

​

Restricted Compensation Incentive(2)

​

​

Long-Term PSU Award(3)

​

​

Incentive Total

​

​

Total

​

​

Special Performance- Based Option Grant(4)

​

Chad R. Abraham Chairman and CEO

​

​

​

​

2023

​

​

​

​

$

650,000

​

​

​

​

$

2,300,000

​

​

​

​

$

1,725,000

​

​

​

​

$

1,725,000

​

​

​

​

$

5,750,000

​

​

​

​

$

6,400,000

​

​

​

​

$

3,503,250

​

​

​

​

​

2022

​

​

​

​

$

650,000

​

​

​

​

$

2,940,000

​

​

​

​

$

2,205,000

​

​

​

​

$

2,205,000

​

​

​

​

$

7,350,000

​

​

​

​

$

8,000,000

​

​

​

​

​

—

​

​

Timothy L. Carter Former CFO

​

​

​

​

2023

​

​

​

​

$

425,000

​

​

​

​

$

835,000

​

​

​

​

$

420,000

​

​

​

​

$

420,000

​

​

​

​

$

1,675,000

​

​

​

​

$

2,100,000

​

​

​

​

​

—

​

​

​

​

​

2022

​

​

​

​

$

425,000

​

​

​

​

$

962,500

​

​

​

​

$

481,250

​

​

​

​

$

481,250

​

​

​

​

$

1,925,000

​

​

​

​

$

2,350,000

​

​

​

​

​

—

​

​

James P. Baker Global Co-Head of Investment Banking and Capital Markets

​

​

​

​

2023

​

​

​

​

$

425,000

​

​

​

​

$

1,883,750

​

​

​

​

$

770,625

​

​

​

​

$

770,625

​

​

​

​

$

3,425,000

​

​

​

​

$

3,850,000

​

​

​

​

​

—

​

​

​

​

​

2022

​

​

​

​

$

425,000

​

​

​

​

$

1,966,250

​

​

​

​

$

804,375

​

​

​

​

$

804,375

​

​

​

​

$

3,575,000

​

​

​

​

$

4,000,000

​

​

​

​

​

—

​

​

Michael R. Dillahunt Global Co-Head of Investment Banking and Capital Markets

​

​

​

​

2023

​

​

​

​

$

425,000

​

​

​

​

$

1,883,750

​

​

​

​

$

770,625

​

​

​

​

$

770,625

​

​

​

​

$

3,425,000

​

​

​

​

$

3,850,000

​

​

​

​

​

—

​

​

​

​

​

2022

​

​

​

​

$

425,000

​

​

​

​

$

2,296,250

​

​

​

​

$

939,375

​

​

​

​

$

939,375

​

​

​

​

$

4,175,000

​

​

​

​

$

4,600,000

​

​

​

​

​

—

​

​

Jonathan J. Doyle Vice Chairman, Head of Financial Services

​

​

​

​

2023

​

​

​

​

$

500,000

​

​

​

​

$

2,612,500

​

​

​

​

$

1,068,750

​

​

​

​

$

1,068,750

​

​

​

​

$

4,750,000

​

​

​

​

$

5,250,000

​

​

​

​

​

—

​

​

​

​

​

2022

​

​

​

​

$

500,000

​

​

​

​

$

3,850,000

​

​

​

​

$

1,575,000

​

​

​

​

$

1,575,000

​

​

​

​

$

7,000,000

​

​

​

​

$

7,500,000

​

​

​

​

​

—

​

​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​	​	2023 Incentive Compensation Overview​				​	​
​	​	• Our annual incentive program directly ties our executive officers’ annual incentives to our adjusted pre-tax operating income. With respect to 2023 performance, each executive officer received annual incentive awards based on the adjusted pre-tax operating income of our company or the operating performance of their business line, as applicable, which the Committee had the discretion to further adjust based on individual and business line operating performance considerations. Annual incentives are delivered in a mix of cash, time-vested restricted compensation, and long-term PSU awards in an amount that is directly based on the amount of annual incentives. ​				​	​
​	​	• For 2023 performance, total incentive compensation delivered to our named executive officers in annual incentives (in cash, time-vested restricted compensation, and PSU awards) decreased overall by 21% as compared to 2022, reflecting the 21% decline in our adjusted pre-tax operating income from 2022. ​				​	​
​	​	Adjusted Pre-Tax Operating Income*	​	​	Named Executive Officers’ Annual Incentive Awards (cash, time-vested restricted compensation, and PSUs)**	​	​
​	​		​	​		​	​
​	​	*Adjusted pre-tax operating income is a non-GAAP financial measure and is further defined and reconciled to the most directly comparable GAAP financial measure in Appendix A to this proxy statement.				​	​
​	​	**The year-over-year annual incentive comparison does not include the value of Mr. Abraham’s February 2023 performance-based non-qualified stock option grant. For more on this award, see the section below titled “2023 Performance-Based Option Grant.”				​	​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​

​

​

​

​

What we do:

​

​

​

​

​

What we do NOT do:

​

​

​

​

✓

​

​

Annual incentives directly tied to our adjusted pre-tax operating income or business line operating performance, each of which are related to our profitability;

​

​

X

​

​

No stand-alone change-in-control agreements;

​

​

​

​

✓

​

​

Long-term PSU awards directly tied to (1) adjusted ROE, a key operating performance metric, and (2) returns generated for our shareholders as measured by relative TSR;

​

​

X

​

​

No repricing of underwater stock options;

​

​

​

​

✓

​

​

Stock ownership guidelines for executive officers and directors, supplemented with an anti-hedging policy;

​

​

X

​

​

No excessive perquisites;

​

​

​

​

✓

​

​

“Double trigger” change-in-control provision for all equity awards;

​

​

X

​

​

No hedging transactions, short sales, or pledging of our common stock permitted for any employee, including executive officers;

​

​

​

​

✓

​

​

Clawback policies to recover incentive compensation in certain circumstances;

​

​

X

​

​

No tax gross-ups on perquisites, severance, or change in control payments;

​

​

​

​

✓

​

​

On-going shareholder outreach by our Committee and management to solicit feedback on compensation and governance;

​

​

X

​

​

No executive pensions or additional benefit accruals under nonqualified executive retirement programs; and

​

​

​

​

✓

​

​

Independent compensation consultant provides input into the independent Committee’s compensation determinations; and

​

​

X

​

​

No dividends paid on unvested equity awards or unearned PSU awards.

​

​

​

​

✓

​

​

Peer group reviews are conducted annually by our Committee to ensure the ongoing relevance of each peer.

​

​

​

​

​

​

​

​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​

Core Compensation Principles and Objectives​

​

​

​

​

​

​

Principle

​

​

Objectives

​

​

How We Achieved These Objectives

​

​

​

​

​

​

​

​

​

Pay for Performance

​

​

• Drive Profitability ​

​

​

Most of the total compensation paid to our named executive officers is based on our adjusted pre-tax operating income or business line performance. In addition, up to half of the PSU award is earned only if our adjusted ROE meets certain levels.

​

​

​

​

​

​

• Drive Shareholder Returns ​

​

​

Our executive officers are granted an annual PSU award, with the amount of the grant based on annual performance, which vests if we achieve certain levels of (1) adjusted ROE, and (2) relative TSR over a three-year performance period from the date of grant. Vesting is based on meeting one or both metric’s respective threshold level of performance at the end of the three-year performance period; if the threshold is not met, the portion of the PSU relating to that metric is forfeited.

​

​

• Demonstrate Leadership ​

​

​

Our named executive officers’ performance is also measured against defined objectives in areas such as strategic initiatives, business performance, leadership effectiveness, and internal talent development, which impacts their annual incentive compensation amounts.

​

​

​

​

​

Sustain and Strengthen the Franchise

​

​

• Attract Talent ​

​

​

Because our business is highly competitive and relies on the talents and efforts of our employees, our compensation program is designed to be competitive to allow us to attract the most talented people who are committed to the long-term success of our company.

​

​

​

​

​

​

• Retain Talent ​

​

​

Our success drives the compensation realized by our executive officers, both in the form of increased incentive compensation delivered and in appreciation of the company’s stock price, which makes up a significant portion of our executive officers’ annual incentive compensation in the form of time-vested restricted stock.

​

​

​

​

​

Align Risk and Reward

​

​

• Foster Balanced Risk-Taking ​

​

​

We use a mix of compensation components—base salary, annual incentives and long-term incentives—to create an environment that encourages increased profitability for the company without undue risk-taking. We also have incentive compensation recovery policies that require the Committee to recover incentive compensation under certain circumstances.

​

​

​

​

​

​

​

​

​

Align Employees with Shareholders

​

​

• Encourage Equity Ownership ​

​

​

We use equity ownership to directly align the interests of our executive officers with those of our shareholders in creating long-term shareholder value. A significant portion of annual incentives is delivered in the form of restricted stock, and each executive officer is subject to our stock ownership guidelines that requires them to hold a specified multiple of their base salary in shares of our company stock while they are an executive officer.

​

​

​

​

​

​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​	​	The Committee’s Use of Discretion in Setting Annual Incentive Compensation​	​	​
​	​	Although annual incentive compensation is based on company and business line operating performance, the Committee exercises discretion that allows it to best align executive officer pay with performance during the year. The Committee believes that its ability to use discretion in setting annual incentive compensation is a critical feature of the company’s annual incentive compensation program for the following reasons: • We operate in a cyclical industry. The Committee’s use of discretion allows it to take into consideration other, less quantifiable factors that impacted company and business line operating performance, including relative performance against the company’s peers, and provides the flexibility to adjust annual incentive compensation for individual performance versus broader cyclical or market-driven factors that may have impacted results. ​ • A formulaic annual incentive program based on predetermined metrics could fail to appropriately incentivize our executive officers from pursuing the strategic opportunities that unexpectedly arise in a human capital-based industry such as ours. For example, our executive officers may find opportunities during the year to hire personnel which may decrease short-term profitability but may be in the best long-term interests of their business. The Committee’s use of discretion removes disincentives to taking advantage of such opportunities, while allowing it to hold management accountable for realizing specific results from those opportunities in subsequent years. ​ • Our annual incentive compensation program is designed to align long-term risk and reward, and the Committee’s use of discretion helps to achieve that goal. ​	​	​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​	​	​	​	Chad R. Abraham Chairman and CEO​				​
​		​	​	As CEO, Mr. Abraham is responsible for overseeing our firm-wide financial performance, business strategy, and execution, as well as for managing our business operations. Mr. Abraham’s 2023 incentive compensation decreased 22% from 2022. This decline reflects the continued challenging market conditions across most of our businesses during the year, while taking into account Mr. Abraham’s responsibility for our solid profitability and relative outperformance as compared to our peers. In determining Mr. Abraham’s 2023 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations:				​
			​	Pay for Performance	​	​	• Led us to strong relative results with 2023 adjusted net revenues of $1.33 billion, adjusted net income of $166.4 million, and adjusted earnings per share of $9.28. ​ • Led our continued execution on our long-term growth strategy focused on growing our market leadership in our advisory services business, which we believe is demonstrated in our three- and five-year TSR being 1st and 2nd, respectively, among our compensation peer group. ​	​
​	​	​	​	Sustain and Strengthen the Franchise	​	​	• Led efforts to maintain solid profitability across our firm, with a focus on continued operating discipline and growing market share in a challenging market environment. ​ • Led our continued efforts to pursue disciplined growth, including a net increase of 10 corporate investment banking managing directors in 2023, which we believe positions us to capitalize as more accommodative market conditions return. ​	​
​	​	​	​	2023 Incentive Compensation Overview for Chad R. Abraham				​
​	​	​	​					​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​	​	​	​	Timothy L. Carter Former CFO​				​
​		​	​	As our CFO during 2023, Mr. Carter was responsible for overseeing our overall financial plan, capital and financial risk management, and financial reporting. Mr. Carter’s 2023 annual incentive compensation decreased 13% as compared with 2022, which reflects continued challenging market conditions across most of our businesses during the year, while taking into account Mr. Carter’s responsibility for our solid profitability, expense management, and operating discipline. In determining Mr. Carter’s 2023 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations:				​
			​	Pay for Performance	​	​	• Led our 2023 strategic and financial plan, including compensation and expense management which helped maintain our strong profitability. ​ • Managed capital management initiatives, including our dividend program, which resulted in a total dividend related to 2023 of $3.40 per share. An aggregate of $155 million of capital was returned to shareholders during 2023 through share repurchases and dividends paid. ​ • At the end of 2023, our three- and five-year TSR was 1st and 2nd, respectively, among our compensation peer group. ​	​
​	​	​	​	Sustain and Strengthen the Franchise	​	​	• Oversaw the transition of Katherine P. Clune to the role of CFO beginning in 2024. ​ • Led our capital and financial risk management, financial reporting, and investor relations and research coverage. ​ • Managed our treasury, financial planning and analysis and regulatory reporting functions. ​ • Managed the continued high quality of our accounting and financial reporting functions. ​	​
​	​	​	​	2023 Incentive Compensation Overview for Timothy L. Carter				​
​	​	​	​					​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​		​	​	James P. Baker Global Co-Head of Investment Banking and Capital Markets				​
			​	​	​	​
			​	​	​	​
​	​	​	​	Michael R. Dillahunt Global Co-Head of Investment Banking and Capital Markets				​
​		​	​	As Global Co-Heads of Investment Banking and Capital Markets, Messrs. Baker and Dillahunt are responsible for managing, developing, and executing on our business strategy for our investment banking and capital markets businesses. Mr. Baker’s 2023 annual incentive compensation decreased 4% as compared with 2022, and Mr. Dillahunt’s 2023 annual incentive compensation decreased 18% as compared with 2022. These changes reflect the 7% decline in our corporate investment banking business’s revenues in 2023, while taking into account that overall middle-market mergers and acquisitions activity was down 32%, and that Messrs. Baker and Dillahunt are responsible for our investment banking business’s relative outperformance. In determining Messrs. Baker’s and Dillahunt’s 2023 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations:				​
			​	Pay for Performance	​	​	• Led our advisory services business, which achieved revenues of $709 million, representing 53% of our total 2023 adjusted net revenues. ​ • Positioned our advisory services business for continued market share gains, which ranked second on announced U.S. M&A deals under $1.0 billion in 2023. ​	​
​	​	​	​	Sustain and Strengthen the Franchise	​	​	• Led talent development efforts by growing our corporate investment banking managing director head count by 10 on a net basis, finishing the year with 169 corporate investment banking managing directors, which we believe positions us to capitalize as more accommodative market conditions return. ​ • Continue to focus our investment banking growth strategy around our strongest franchises, while bolstering our sector expertise, product diversification, and client mix and coverage, which we believe will continue to drive our relative outperformance. ​	​
​	​	​	​	2023 Incentive Compensation Overview for James P. Baker and Michael R. Dillahunt				​
​	​	​	​					​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​	​	​	​	Jonathan J. Doyle Vice Chairman and Head of Financial Services​				​
​		​	​	As Vice Chairman and Head of Financial Services, Mr. Doyle is responsible for leading the overall business and growth strategy of the financial services investment banking group, and he also plays an active role in many of firm’s key client relationships. Mr. Doyle’s 2023 annual incentive compensation decreased 32% as compared with 2022, which was in line with the overall decline in financial services investment banking activity in 2023 as compared to 2022. In determining Mr. Doyle’s 2023 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations:				​
			​	Pay for Performance	​	​	• Led the financial services group advisory team, which was ranked No. 1 by S&P Global Market Intelligence in U.S. bank and thrift M&A based on number of announced transactions in 2023, and advised on 7 of the 10 largest bank mergers closed during the year. ​ • Led our financial services group to grow non-depository revenues, which accounted for more than 50% of our total financial services investment banking revenues in 2023. ​	​
​	​	​	​	Sustain and Strengthen the Franchise	​	​	• Led the financial services group to increase their growth efforts across their verticals through focused hiring and development, which contributed to their continued growth beyond the depositories sector, including a record performance by our insurance client vertical. ​	​
​	​	​	​	2023 Incentive Compensation Overview for Jonathan J. Doyle​				​
​	​	​	​					​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​	​	February 2023 and 2024 PSU Awards Overview​				​	​
​	​	• PSU awards vest only if certain (1) adjusted ROE, or (2) relative TSR metrics are met over a three-year period. ​ • Our adjusted ROE targets for each annual PSU grant are determined by the Committee based on our recent and planned future operating performance to ensure that the award properly rewards performance. ​				​	​
​	​	Granted February 2023 (for 2022 Performance)				​	​
​	​	Piper Sandler Relative TSR Targets	​	​	Piper Sandler Adjusted ROE Targets	​	​
​	​		​	​		​	​
​	​	Granted February 2024 (for 2023 Performance)				​	​
​	​	Piper Sandler Relative TSR Targets	​	​	Piper Sandler Adjusted ROE Targets	​	​
​	​		​	​		​	​
​	​	Note: Each vesting metric provides for interpolation between points in the tables above on a straight-line basis (from threshold to target and from target to maximum).				​	​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

​	2023 Peer Group				​
​	Canaccord Genuity Group Inc. Evercore Partners Inc. FTI Consulting, Inc. Houlihan Lokey, Inc. Jefferies Financial Group Inc. Lazard Ltd.	​	​	Moelis & Co. Oppenheimer Holdings Inc. Perella Weinberg Partners PJT Partners, Inc. Stifel Financial Corp.	​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

TABLE OF CONTENTS​

​	Executive Compensation: Compensation Discussion and Analysis	​
​	​	​

TABLE OF CONTENTS​

​	Executive Compensation	​
​	​	​

Name and Principal Position

​

​

Year

​

​

Salary ($)

​

​

Stock Awards(1) ($)

​

​

Option Awards(1) ($)

​

​

Bonus(2) ($)

​

​

All Other Compensation(3) ($)

​

​

Total ($)

​

Chad R. Abraham CEO

​

​

​

​

2023

​

​

​

​

​

650,000

​

​

​

​

​

3,307,681

​

​

​

​

​

3,503,250(4)

​

​

​

​

​

3,162,500

​

​

​

​

​

568,018

​

​

​

​

​

11,191,449

​

​

​

​

​

2022

​

​

​

​

​

650,000

​

​

​

​

​

6,087,638

​

​

​

​

​

—

​

​

​

​

​

4,042,500

​

​

​

​

​

329,290

​

​

​

​

​

11,109,428

​

​

​

​

​

2021

​

​

​

​

​

633,333

​

​

​

​

​

3,085,233

​

​

​

​

​

—

​

​

​

​

​

5,279,167

​

​

​

​

​

140,481

​

​

​

​

​

9,138,214

​

​

Timothy L. Carter Former CFO(5)

​

​

​

​

2023

​

​

​

​

​

425,000

​

​

​

​

​

722,124

​

​

​

​

​

—

​

​

​

​

​

1,045,000

​

​

​

​

​

114,653

​

​

​

​

​

2,306,777

​

​

​

​

​

2022

​

​

​

​

​

425,000

​

​

​

​

​

1,003,374

​

​

​

​

​

—

​

​

​

​

​

1,203,125

​

​

​

​

​

65,363

​

​

​

​

​

2,696,862

​

​

​

​

​

2021

​

​

​

​

​

425,000

​

​

​

​

​

607,235

​

​

​

​

​

—

​

​

​

​

​

1,671,875

​

​

​

​

​

21,927

​

​

​

​

​

2,726,037

​

​

James P. Baker Global Co-Head of Investment Banking and Capital Markets

​

​

​

​

2023

​

​

​

​

​

425,000

​

​

​

​

​

1,206,723

​

​

​

​

​

—

​

​

​

​

​

2,269,063

​

​

​

​

​

184,549

​

​

​

​

​

4,085,335

​

​

​

​

​

2022

​

​

​

​

​

425,000

​

​

​

​

​

1,712,878

​

​

​

​

​

—

​

​

​

​

​

2,368,438

​

​

​

​

​

37,794

​

​

​

​

​

4,544,110

​

​

​

​

​

2021

​

​

​

​

​

425,000

​

​

​

​

​

936,890

​

​

​

​

​

—

​

​

​

​

​

3,362,188

​

​

​

​

​

16,678

​

​

​

​

​

4,740,756

​

​

Michael R. Dillahunt(6) Global Co-Head of Investment Banking and Capital Markets

​

​

​

​

2023

​

​

​

​

​

425,000

​

​

​

​

​

1,409,165

​

​

​

​

​

—

​

​

​

​

​

2,269,063

​

​

​

​

​

48,899

​

​

​

​

​

4,152,127

​

​

​

​

​

2022

​

​

​

​

​

425,000

​

​

​

​

​

1,636,940

​

​

​

​

​

—

​

​

​

​

​

2,765,938

​

​

​

​

​

44,249

​

​

​

​

​

4,872,127

​

​

Jonathan J. Doyle Vice Chairman and Head of Financial Services

​

​

​

​

2023

​

​

​

​

​

500,000

​

​

​

​

​

2,362,575

​

​

​

​

​

—

​

​

​

​

​

3,146,875

​

​

​

​

​

746,987

​

​

​

​

​

6,756,437

​

​

​

​

​

2022

​

​

​

​

​

500,000

​

​

​

​

​

2,562,554

​

​

​

​

​

—

​

​

​

​

​

4,637,500

​

​

​

​

​

41,883

​

​

​

​

​

7,741,937

​

​

​

​

​

2021

​

​

​

​

​

500,000

​

​

​

​

​

2,062,269

​

​

​

​

​

—

​

​

​

​

​

7,687,500

​

​

​

​

​

32,685

​

​

​

​

​

10,282,454

​

​

​

Name

​

​

Restricted Stock Awards (granted in February 2023 for 2022 performance) ($)

​

​

PSUs (granted in February 2023 for 2022 performance)

​

​

Performance- Based Stock Option Award (granted in February 2023) ($)

​

​

Target ($)

​

​

Maximum ($)

​

​

Chad R. Abraham

​

​

​

​

1,102,514

​

​

​

​

​

2,205,167

​

​

​

​

​

4,410,334

​

​

​

​

​

3,503,250

​

​

​

Timothy L. Carter

​

​

​

​

240,777

​

​

​

​

​

481,347

​

​

​

​

​

962,694

​

​

​

​

​

—

​

​

​

James P. Baker

​

​

​

​

402,227

​

​

​

​

​

804,497

​

​

​

​

​

1,608,994

​

​

​

​

​

—

​

​

​

Michael R. Dillahunt

​

​

​

​

469,756

​

​

​

​

​

939,409

​

​

​

​

​

1,878,818

​

​

​

​

​

—

​

​

​

Jonathan J. Doyle

​

​

​

​

787,533

​

​

​

​

​

1,575,043

​

​

​

​

​

3,150,086

​

​

​

​

​

—

​

​

TABLE OF CONTENTS

​	Executive Compensation	​
​	​	​

TABLE OF CONTENTS​

​	Executive Compensation	​
​	​	​

Name

​

​

Grant Date

​

​

Compensation Committee Approval Date

​

​

Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2)(3)

​

​

All Other Stock Awards: Number of Shares of Stock or Units (#)(4)

​

​

All Other Option Awards: Number of Securities Underlying Options (#)

​

​

Exercise Price of Option Awards ($/share)

​

​

Grant Date Fair Value of Stock and Option Awards ($)(5)

​

​

Threshold

​

​

Target

​

​

Maximum

​

Chad R. Abraham

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

2/15/2023

​

​

​

​

​

2/8/2023

​

​

​

​

​

4,653

​

​

​

​

​

12,406

​

​

​

​

​

24,812

​

​

​

​

​

—

​

​

​

​

​

75,000

​

​

​

​

​

170.76

​

​

​

​

​

5,708,417

​

​

​

​

​

2/15/2023

​

​

​

​

​

2/8/2023

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

7,102

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

1,102,514

​

​

Timothy L. Carter

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

2/15/2023

​

​

​

​

​

2/8/2023

​

​

​

​

​

1,016

​

​

​

​

​

2,708

​

​

​

​

​

5,416

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

481,347

​

​

​

​

​

2/15/2023

​

​

​

​

​

2/8/2023

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

1,551

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

240,777

​

​

James P. Baker

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

2/15/2023

​

​

​

​

​

2/8/2023

​

​

​

​

​

1,698

​

​

​

​

​

4,526

​

​

​

​

​

9,052

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

804,497

​

​

​

​

​

2/15/2023

​

​

​

​

​

2/8/2023

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

2,591

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

402,227

​

​

Michael R. Dillahunt

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

​

​

​

​

​

​

2/15/2023

​

​

​

​

​

2/8/2023

​

​

​

​

​

1,982

​

​

​

​

​

5,285

​

​

​

​

​

10,570

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

939,409

​

​

​

​

​

2/15/2023

​

​

​

​

​

2/8/2023

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

3,026

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

469,756

​

​

Jonathan J. Doyle

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

2/15/2023

​

​

​

​

​

2/8/2023

​

​

​

​

​

3,323

​

​

​

​

​

8,861

​

​

​

​

​

17,722

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

1,575,043

​

​

​

​

​

2/15/2023

​

​

​

​

​

2/8/2023

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

5,073

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

787,533

​

​