TABLE OF CONTENTS

TABLE OF CONTENTS

​	​	2022 Proxy Statement	​	​
​	​	Piper Sandler Companies	​	​

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 2021	​	​	​	​	22	​	​
​	EXECUTIVE COMPENSATION	​	​	​	​	23	​	​
​	Compensation Discussion and Analysis	​	​	​	​	23	​	​
​	Compensation Committee Report	​	​	​	​	49	​	​
​	Summary Compensation Table	​	​	​	​	50	​	​
​	Grants of Plan-Based Awards	​	​	​	​	52	​	​
​	Outstanding Equity Awards at Fiscal Year-End	​	​	​	​	53	​	​
​	Option Exercises and Stock Vested	​	​	​	​	54	​	​
​	Nonqualified Deferred Compensation	​	​	​	​	54	​	​
​	Potential Payments Upon Termination or Change-in-Control	​	​	​	​	55	​	​
​	CEO Pay Ratio	​	​	​	​	56	​	​
​	Equity Compensation Plan Information	​	​	​	​	57	​	​
​	Risk Assessment of Compensation Policies and Practices	​	​	​	​	57	​	​
​	SECURITY OWNERSHIP	​	​	​	​	58	​	​
​	Stock Ownership Guidelines	​	​	​	​	58	​	​
​	Beneficial Ownership of Directors, Nominees and Executive Officers	​	​	​	​	58	​	​
​	Beneficial Owners of More than Five Percent of Our Common Stock	​	​	​	​	60	​	​
​	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	​	​	​	​	61	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	61	​	​
​	Transactions with Related Persons	​	​	​	​	61	​	​
​	Review and Approval of Transactions with Related Persons	​	​	​	​	61	​	​
​	AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO OUR INDEPENDENT AUDITOR	​	​	​	​	63	​	​
​	Audit Committee Report	​	​	​	​	63	​	​
​	Auditor Fees	​	​	​	​	63	​	​
​	Auditor Services Pre-Approval Policy	​	​	​	​	64	​	​
​	PROPOSAL TWO—RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR	​	​	​	​	65	​	​
​	PROPOSAL THREE—ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION	​	​	​	​	66	​	​
​	QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	​	​	​	​	68	​	​
​	SHAREHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING	​	​	​	​	73	​	​
​	HOUSEHOLDING	​	​	​	​	73	​	​
​	OTHER MATTERS	​	​	​	​	74	​	​
​	APPENDIX A—RECONCILIATION OF U.S. GAAP FINANCIAL PERFORMANCE FIGURES TO ADJUSTED NON-GAAP FINANCIAL INFORMATION	​	​	​	​	A-1	​	​

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​	Date and Time:	​	​	Friday, May 6, 2022, at 2:00 p.m., Central Time	​
​	Website:	​	​	www.virtualshareholdermeeting.com/PIPR2022	​
​	Record Date:	​	​	March 10, 2022	​

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​	Executive Summary	​
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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, 2022.	​	​	​	​
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.	​	​	​	​

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​	Executive Summary	​
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​	​	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/​PIPR2022	​	​	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	​	​

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​	Executive Summary	​
​	​	​

​	Adjusted Net Revenues $1.98B​	​	​	We generated record adjusted net revenues of $1.98 billion.	​
​	Adjusted Net Income $399.0M	​	​	We achieved record adjusted net income of $399.0 million.	​
​	Adjusted Earnings Per Share $21.92​	​	​	We achieved record adjusted earnings per diluted common share (referred to in this proxy statement as “adjusted earnings per share”) of $21.92.	​

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​	Executive Summary	​
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Chad R. Abraham

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Jonathan J. Doyle

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William R. Fitzgerald

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Victoria M. Holt

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Robbin Mitchell

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Chairman and CEO of Piper Sandler Companies

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Vice Chairman and Head of Financial Services Group of Piper Sandler Companies

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Former Chairman and CEO of Ascent Capital Group

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Former President and CEO of Proto Labs, Inc.

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Senior Advisor for Boston Consulting Group

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Thomas S. Schreier

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Sherry M. Smith

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Philip E. Soran

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Brian R. Sterling

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Scott C. Taylor

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Former Chairman of Nuveen Asset Management

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

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Former President, CEO and Director of Compellent Technologies Chair Governance; Lead Director

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

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

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​	Executive Summary	​
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​	Proposal One: Election of Directors	​
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​	Proposal One: Election of Directors	​
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​	​	​	​	Chad R. Abraham, Chairman​	​
​	Chad R. Abraham Age 53 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. Other Current Directorships: • Columbus McKinnon Corporation ​	​
​	​	​	​	Jonathan J. Doyle​	​
​	Jonathan J. Doyle Age 57 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. Other Current Directorships: • nCino, Inc. ​	​

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​	Proposal One: Election of Directors	​
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​	​	​	​	William R. Fitzgerald​	​
​	William R. Fitzgerald Age 64 Director since 2014 ​ Piper Sandler Board Committees: • Compensation ​ • Governance ​	​	​	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. Other Previous Directorships Held within the Last Five Years: • Ascent Capital Group, Inc. (2000 to 2019) ​	​
​	​	​	​	Victoria M. Holt​	​
​	Victoria M. Holt Age 64 Director since 2019 ​ Piper Sandler Board Committees: • Governance ​	​	​	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 Directorships: • A.O. Smith Corporation ​ • Waste Management, Inc. ​ Other Previous Directorships Held within the Last Five Years: • Proto Labs, Inc. (2014 to 2021) ​	​

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​	Proposal One: Election of Directors	​
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​	​	​	​	Robbin Mitchell​	​
​	Robbin Mitchell Age 58 Director since 2021 ​ Piper Sandler Board Committees: • Audit ​	​	​	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. Other Current Directorships: • Kohl’s Corporation ​	​
​	​	​	​	Thomas S. Schreier​	​
​	Thomas S. Schreier Age 59 Director since 2018 ​ Piper Sandler Board Committees: • Audit ​ • Compensation ​	​	​	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.	​

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​	Proposal One: Election of Directors	​
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​	​	​	​	Sherry M. Smith​	​
​	Sherry M. Smith Age 60 Director since 2016 ​ Piper Sandler Board Committees: • Audit (Chair) ​ • Compensation ​	​	​	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 Directorships: • Deere & Company ​ • Tuesday Morning Corporation ​ • Realogy Holdings Corp. ​	​

​	​	​	​	Philip E. Soran​	​
​	Philip E. Soran Age 65 Director since 2013 ​ Piper Sandler Board Committees: • Governance (Chair) ​	​	​	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 of a similar size to our company. Mr. Soran’s perspective as a board member of another publicly traded company also provides valuable insight to the Board. Lead Director: Mr. Soran has been our lead director since February 2018. Other Current Directorships: • SPS Commerce, Inc. ​ Other Previous Directorships Held within the Last Five Years: • Hutchinson Technology Incorporated (2011 to 2016) ​	​

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​	Proposal One: Election of Directors	​
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​	​	​	​	Brian R. Sterling​	​
​	Brian R. Sterling Age 61 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 15 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.	​

​	​	​	​	Scott C. Taylor​	​
​	Scott C. Taylor Age 57 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. Other Current Directorships: • Ziff Davis, Inc. ​ • 1Life Healthcare, Inc. ​	​

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​	Board of Directors and Corporate Governance	​
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​	Board of Directors and Corporate Governance	​
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​	Board of Directors Oversees Major Risks									​
​	Corporate Strategy​	​	​	​	Leadership & Organizational Structure​	​	​	​	Culture and Ethics​	​
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​	Audit Committee	​	​	​	Compensation Committee	​	​	​	Governance and Nominating Committee	​
​	Information security (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	​

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​	Board of Directors and Corporate Governance	​
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​	Board of Directors and Corporate Governance	​
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​	​	​	Audit Committee​	​
Members: Sherry M. Smith (Chair) Robbin Mitchell Thomas S. Schreier Scott C. Taylor Number of Meetings in 2021: 12	​	​	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, and 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 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 New York Stock Exchange rules and in 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 New York Stock Exchange rules, and that multiple members, including Ms. Smith, qualify as an “audit committee financial expert” as defined by regulations of the SEC.	​

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​	Board of Directors and Corporate Governance	​
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​	​	​	Compensation Committee​	​
Members: Scott C. Taylor (Chair) William R. Fitzgerald Thomas S. Schreier Sherry M. Smith Number of Meetings in 2021: 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 New York Stock Exchange rules).	​

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​	Board of Directors and Corporate Governance	​
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​	​	​	Nominating and Governance Committee​	​
Members: Philip E. Soran (Chair) William R. Fitzgerald Victoria M. Holt Number of Meetings in 2021: 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 New York Stock Exchange rules).	​

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​	Board of Directors and Corporate Governance	​
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​	​	​	​	Annual Compensation for Non-Employee Directors for 2021	​
​	Board Service	​	​	• $80,000 cash retainer ​ • $95,000 grant of shares of our common stock ​	​
​	Service on a Committee	​	​	• Audit—$10,000 cash retainer ​ • Compensation—$5,000 cash retainer ​ • Governance—$5,000 cash retainer ​	​
​	Service as a Committee Chair	​	​	• Audit—$25,000 cash retainer ​ • Compensation—$15,000 cash retainer ​ • Governance—$15,000 cash retainer ​	​
​	Service as Lead Director	​	​	• $30,000 cash retainer ​	​
​	Observer Fees	​	​	• $1,000 cash per committee meeting attended on which director does not serve (discontinued in May 2021) ​	​

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​	Board of Directors and Corporate Governance	​
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Fees Earned or Paid in Cash

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Director

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Annual Retainer ($)

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Additional Retainer and Meeting Fees ($)

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Stock Awards(1)(2) ($)

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Total ($)

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William R. Fitzgerald

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80,000

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14,000

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95,012(3)

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189,012

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Victoria M. Holt

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80,000

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12,000

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95,012(3)

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187,012

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Robbin Mitchell(4)

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21,042

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1,206

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85,074(3)

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107,322

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Addison L. Piper(5)

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30,905

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8,000

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—

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38,905

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Thomas S. Schreier

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​

80,000

​

​

​

​

​

16,000

​

​

​

​

​

95,012

​

​

​

​

​

191,012

​

​

​

Sherry M. Smith

​

​

​

​

80,000

​

​

​

​

​

31,000

​

​

​

​

​

95,012(3)

​

​

​

​

​

206,012

​

​

​

Philip E. Soran

​

​

​

​

80,000(3)

​

​

​

​

​

47,000(3)

​

​

​

​

​

95,012(3)

​

​

​

​

​

222,012

​

​

​

Brian R. Sterling(6)

​

​

​

​

79,343(3)

​

​

​

​

​

5,000(3)

​

​

​

​

​

155,076

​

​

​

​

​

249,419(7)

​

​

​

Scott C. Taylor

​

​

​

​

80,000

​

​

​

​

​

27,000

​

​

​

​

​

95,012

​

​

​

​

​

202,012

​

​

TABLE OF CONTENTS​

TABLE OF CONTENTS

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

​	Adjusted Net Revenues ($M)*	​	​	Adjusted Earnings Per Share*	​
​		​	​		​
​	Adjusted ROE*	​	​	Total Shareholder Returns (“TSR”) (as of 12/31/2021)	​
​		​	​		​

TABLE OF CONTENTS

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

TABLE OF CONTENTS

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

​	​	Key Themes from Our Engagement with Shareholders	​	​
​	​	During 2020 and 2021, we sought to engage with our Top 25 shareholders, representing over 50% of our outstanding shares, and held substantive discussions with nine of them, who collectively hold over 35% of our outstanding shares. These were the themes that we heard from shareholders and proxy advisory firms during those engagements:	​	​
​	​	• Support for Our Acquisition of Sandler:   We heard from shareholders that they support our acquisition of Sandler and have seen the transformative impact of the acquisition and the strong results that we have achieved following it. ​ • Support for Our Business Rationale for Entering into the Employment Agreement with Mr. Doyle:   We heard from shareholders that they understand our view that Mr. Doyle’s employment agreement was critical to completing the acquisition of Sandler, as it provided some measure of protection to Mr. Doyle as he decided to join our firm and transition from a private partnership compensation model to a public company compensation model. ​ • Support for Protective Measures that We Achieved in the Employment Agreement with Mr. Doyle:   We heard from shareholders that they agree that we received significant protective measures in exchange for the employment agreement, including, most importantly, a five-year non-compete from Mr. Doyle, which we viewed as critical to ensuring the success of our acquisition. ​ • Views on Certain Terms of Mr. Doyle’s Employment’s Agreement:   We are aware that some proxy advisory firms and shareholders had concerns with certain terms of Mr. Doyle’s employment agreement, namely the amount and guaranteed nature of the annual minimum incentive compensation that Mr. Doyle will be paid through 2024, as well as the one-time $9.9 million five-year vesting retention equity award that was granted to Mr. Doyle in connection with the acquisition. ​ However, from shareholders who ultimately supported our 2021 say-on-pay vote, we heard that the importance of the employment agreement to the acquisition along with the following considerations ultimately outweighed their concerns about those terms: • The amount of Mr. Doyle’s guaranteed incentive compensation should be viewed in light of the value of the Sandler acquisition, which has outperformed our expectations and has contributed significantly to our record results. ​ • The amount of Mr. Doyle’s guaranteed incentive compensation should be viewed in the context of the amount of revenue that Mr. Doyle is individually responsible for producing. Mr. Doyle was a significant revenue producer for the financial services group in 2021, and based on his management of the financial services group and individual revenue production, the Compensation Committee paid Mr. Doyle above the amount guaranteed under his employment agreement. This demonstrates that our Compensation Committee continues to believe that Mr. Doyle’s incentive compensation arrangement is appropriate based on his productivity. ​ • Mr. Doyle’s incentive compensation is included in, and limited by the financial services group’s overall compensation ratio, which maintains our margins and we believe is favorable to our shareholders. ​ • Mr. Doyle’s one-time $9.9 million retention equity award was part of a much larger $115 million pool that granted retention equity awards to over 100 Sandler employees as part of the announced transaction terms, and which should be viewed as deal consideration targeted directly to Sandler’s key human capital assets and revenue producers, rather than Sandler’s shareholders, which we believe was in the best interests of our company. ​	​	​

TABLE OF CONTENTS

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

​	​	Why You Should Vote FOR 2022 Say on Pay	​	​
​	​	We believe that our company’s record results and momentum are attributable to our long-term growth strategy, of which our 2020 acquisition of Sandler has been a key and transformative pillar.	​	​
​	​	In considering the 2022 say-on-pay proposal, we believe that shareholders should consider the following: • Our acquisition of Sandler was immediately accretive to shareholders; ​ • Sandler’s performance on our combined platform has outperformed the expectations that we had at the time of the acquisition, and has made significant contributions to our culture and record financial results; ​ • We achieved record financial results in 2021 for a third straight year, as described more fully above in the section titled “Our 2021 Financial Performance;” ​ • Our executive compensation program strongly aligns pay with performance, and 2021 incentive pay reflects our record financial performance and outperformance against our peers; ​ • Our executive compensation program incentivizes our executive officers to achieve the significant growth that we have realized over the past few years, and it will continue to incentivize further growth and returns to our shareholders in the coming years; and ​ • Beginning with 2022, Mr. Doyle is fully integrated into our executive compensation program. In addition, his employment agreement, which is now entering its third year, provides that his minimum annual compensation decreases to $5,000,000, which is 47% of what the Compensation Committee determined to pay Mr. Doyle for 2021 based on his performance and individual productivity. ​	​	​
​	​	Following our engagement with our shareholders and proxy advisory firms throughout 2021, our Committee considered the feedback that we received, including any concerns that had been expressed.	​	​
​	​	Our Compensation Committee believes that our rationale for entering into the one-time employment agreement with Mr. Doyle in order to complete the acquisition and ensure its success is just as strong now as it was in 2020, and it, along with our 2021 executive compensation program overall, warrants continued shareholder support.	​	​

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.	​
​						​
​	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 and time-vested restricted compensation in the form of shares of our common stock and shares 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 certain (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	​
​	​	​

​

​

​

​

​

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 policy 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 Committee’s compensation determinations;

​

​

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; and

​

​

​

​

​

​

​

​

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 a PSU award 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 paid 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 an incentive compensation recovery policy that allows 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 paid in restricted shares of our common 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	​
​	​	​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Incentive Compensation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Including One-Time Grant

​

Name

​

​

​

​

​

​

​

​

Base Salary(1)

​

​

Cash Incentive(2)

​

​

Restricted Compensation Incentive(3)

​

​

Long-Term PSU Award(4)

​

​

Incentive Total

​

​

One-Time Grants(5)

​

Chad R. Abraham Chairman and CEO

​

​

​

​

2021

​

​

​

​

$

633,333

​

​

​

​

$

3,250,000

​

​

​

​

$

4,058,333

​

​

​

​

$

4,058,333

​

​

​

​

$

11,366,666

​

​

​

​

​

—

​

​

​

​

$

12,000,000

​

​

​

​

​

2020

​

​

​

​

$

283,333

​

​

​

​

$

2,750,000

​

​

​

​

$

2,214,000

​

​

​

​

$

1,978,000

​

​

​

​

$

6,942,000

​

​

​

​

​

—

​

​

​

​

$

7,225,333

​

​

Debbra L. Schoneman President

​

​

​

​

2021

​

​

​

​

$

500,000

​

​

​

​

$

2,000,000

​

​

​

​

$

1,000,000

​

​

​

​

$

1,000,000

​

​

​

​

$

4,000,000

​

​

​

​

​

—

​

​

​

​

$

4,500,000

​

​

​

​

​

2020

​

​

​

​

$

266,667

​

​

​

​

$

2,120,000

​

​

​

​

$

636,000

​

​

​

​

$

777,000

​

​

​

​

$

3,533,000

​

​

​

​

​

—

​

​

​

​

$

3,799,667

​

​

Timothy L. Carter CFO

​

​

​

​

2021

​

​

​

​

$

425,000

​

​

​

​

$

1,337,500

​

​

​

​

$

668,750

​

​

​

​

$

668,750

​

​

​

​

$

2,675,000

​

​

​

​

​

—

​

​

​

​

$

3,100,000

​

​

​

​

​

2020

​

​

​

​

$

241,667

​

​

​

​

$

1,175,000

​

​

​

​

$

352,000

​

​

​

​

$

431,000

​

​

​

​

$

1,958,000

​

​

​

​

​

—

​

​

​

​

$

2,199,667

​

​

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

​

​

​

​

2021

​

​

​

​

$

425,000

​

​

​

​

$

2,791,250

​

​

​

​

$

1,141,875

​

​

​

​

$

1,141,875

​

​

​

​

$

5,075,000

​

​

​

​

​

—

​

​

​

​

$

5,500,000

​

​

​

​

​

2020

​

​

​

​

$

241,667

​

​

​

​

$

2,036,000

​

​

​

​

$

570,000

​

​

​

​

$

652,000

​

​

​

​

$

3,258,000

​

​

​

​

​

—

​

​

​

​

$

3,499,667

​

​

Jonathan J. Doyle Vice Chairman, Head of Financial Services Group

​

​

​

​

2021

​

​

​

​

$

500,000

​

​

​

​

$

6,150,000

​

​

​

​

$

3,075,000

​

​

​

​

$

1,025,000

​

​

​

​

$

10,250,000

​

​

​

​

​

—

​

​

​

​

$

10,750,000

​

​

​

​

​

2020

​

​

​

​

$

260,898

​

​

​

​

$

5,427,000

​

​

​

​

$

2,388,000

​

​

​

​

$

868,000

​

​

​

​

$

8,683,000

​

​

​

​

$

9,895,652

​

​

​

​

$

18,839,550

​

​

TABLE OF CONTENTS

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

​	​	2021 Incentive Compensation Overview​				​	​
​	​	• Our annual incentive program directly ties our executive officers’ annual incentives to our adjusted pre-tax operating income. With respect to 2021 performance, each executive officer received annual incentives 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 and time-vested restricted compensation. Our named executive officers also were granted a long-term PSU award in an amount that is directly related to their annual incentives. ​				​	​
​	​	• For 2021 performance, total incentive compensation paid to our named executive officers in annual incentives and long-term PSU awards increased overall by 37% as compared to 2020, reflecting the significant 120% increase in our adjusted pre-tax operating income from our strong performance during the year. ​				​	​
​	​	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.				​	​

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, 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 2021 incentive compensation increased approximately 64% from 2020, which reflects the record financial results that we achieved during 2021 and strong outperformance compared to our peers during the year. In determining Mr. Abraham’s 2021 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations:				​	​
			​	Pay for Performance	​	​	• Achieved our third-straight year of record financial results. ​ • Achieved record 2021 adjusted net revenues of $1.98 billion, an increase of 60%. ​ • Achieved record 2021 adjusted net income of $399.0 million, an increase of 125%. ​ • Achieved record adjusted earnings per share of $21.92, an increase of 119%. ​ • Achieved growth in 2021 at the top or near the top of our peer group on key financial performance metrics. ​ • At the end of 2021, our one-year TSR was 1st among our peer group, our three-year TSR was 2nd among our peer group, and our five-year TSR was at the 62nd percentile among our peer group. ​	​	​
​	​	​	​	Sustain and Strengthen the Franchise	​	​	• Continued to manage the successful cultural integration and financial performance of our strategic acquisitions completed under his leadership, including Weeden & Co. Sandler, The Valence Group, and TRS Advisors, which were key contributors to our growth in 2021 and are a critical component of our long-term growth strategy. ​ • Instilled a growth culture and momentum in our firm, which resulted in significant hiring and development activity across our business lines. ​ • Hired a Diversity & Inclusion Director in 2021. ​	​	​
​	​	​	​	2021 Incentive Compensation Overview for Chad R. Abraham​							​
​	​	​	​								​

TABLE OF CONTENTS

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

​	​	​	​	Debbra L. Schoneman President​				​
​		​	​	As President, Ms. Schoneman shares responsibility with our CEO for overseeing our firm-wide financial performance, business strategy, and execution, as well as directly leading our public finance and equities and fixed income institutional brokerage businesses. Ms. Schoneman’s 2021 incentive compensation increased 13% from 2020, which reflects the strength of the financial results achieved in 2021 by both our firm and the business lines that Ms. Schoneman leads. In determining Ms. Schoneman’s 2021 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations:				​
			​	Pay for Performance	​	​	• Achieved record revenues of $164.3 million in our municipal financing business, an increase of 37%. ​ • Achieved record revenues of $233.5 million in our fixed income services business, an increase of 19%. ​ • Achieved strong revenues of $154.1 million in our equities institutional brokerage business, a decrease of 5% from a record 2020 which was marked by heightened volatility and trading activity as a result of the COVID-19 pandemic. ​ • At the end of 2021, our one-year TSR was 1st among our peer group, our three-year TSR was 2nd among our peer group, and our five-year TSR was at the 62nd percentile among our peer group. ​	​
​	​	​	​	Sustain and Strengthen the Franchise	​	​	• Led the recruitment and expansion of our special district group within our public finance investment banking business, which has grown to more than 20 professionals, and contributed significantly to that business’s 2021 operating results. ​ • Continued to lead the successful integration of our firm’s fixed income businesses, which achieved record revenues of $233.5 million in 2021. ​ • Led our strategic acquisition of Cornerstone Macro, which closed on February 4, 2022, and adds a best-in-class macro research and equity derivatives trading team to our equities institutional brokerage business. ​ • Acts as president of our charitable foundation where she leads our firm’s efforts to expand educational and career opportunities for underserved students. ​	​
​	​	​	​	2021 Incentive Compensation Overview for Debbra L. Schoneman​				​
​	​	​	​					​

TABLE OF CONTENTS

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

​	​	​	​	Timothy L. Carter CFO​				​	​
​		​	​	As CFO, Mr. Carter is responsible for overseeing our overall financial plan, capital position, and our financial reporting. Mr. Carter’s 2021 annual incentive compensation increased 37% as compared with 2020, which reflects his leading role in our execution on our 2021 strategic and financial plan, which resulted in our record financial results. In determining Mr. Carter’s 2021 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations:				​	​
			​	Pay for Performance	​	​	• Led our 2021 strategic and financial plan, including cost structure management which increased our operating leverage to help drive record adjusted net income and operating margins. ​ • Provided strategic leadership in our continued execution on our business strategy and long-term growth initiatives of investing in higher-margin businesses, managing costs, and optimizing our capital allocation and deployment. ​ • Managed capital management initiatives, including our dividend program, which saw an increase of our quarterly dividends by 50% during the year, and special dividend payments of $7.50 per share with respect to 2021. ​ • At the end of 2021, our one-year TSR was 1st among our peer group, our three-year TSR was 2nd among our peer group, and our five-year TSR was at the 62nd percentile among our peer group. ​	​	​
​	​	​	​	Sustain and Strengthen the Franchise	​	​	• Led our capital and financial risk management, financial reporting, and investor relations and research coverage. ​ • Managed the continued high quality of our accounting and financial reporting functions. ​ • Acts as Executive Sponsor of our Multicultural Network. ​	​	​
​	​	​	​	2021 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				​	​
​		​	​	As Global Co-Head of Investment Banking and Capital Markets, Mr. Baker is responsible for managing, developing, and executing on our business strategy for our investment banking and capital markets businesses. Mr. Baker’s 2021 annual incentive compensation increased 56% as compared with 2020, which reflects the record $1.39 billion adjusted net revenues that our corporate investment banking business achieved during the year, which included record advisory services revenues of $1.03 billion and record corporate financing revenues of $362.8 million. In determining Mr. Baker’s 2021 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations:				​	​
			​	Pay for Performance	​	​	• Led our investment banking and capital markets business, which achieved record adjusted net revenues of $1.39 billion in 2021, with strong performances across our sector groups. ​ • Achieved record corporate financing revenues of $362.8 million in 2021. ​	​	​
​	​	​	​	Sustain and Strengthen the Franchise	​	​	• Led the integration of The Valence Group, which makes up our chemicals group, and TRS Advisors LLC, which makes up our restructuring group, each of which had strong performances during 2021. ​ • Led organic growth efforts with the net addition of 10 managing directors, including in our European healthcare, European financial sponsors, consumer, energy and power, diversified industrials and services, and technology groups. ​ • Acts as co-chair of our Diversity and Inclusion Council. ​	​	​
​	​	​	​	2021 Incentive Compensation Overview for James P. Baker​							​
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TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
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​	​	​	​	Jonathan J. Doyle Vice Chairman and Head of Financial Services Group​				​	​
​		​	​	As Vice Chairman and Head of Financial Services Group, Mr. Doyle is responsible for leading the overall business and growth strategy of the financial services group, and he also plays an active role in many of firm’s key client relationships. In his responsibilities, Mr. Doyle manages and leads the employees within our investment banking, equities institutional brokerage, and fixed income businesses that joined our firm in connection with the acquisition of Sandler. Mr. Doyle’s 2021 annual incentive compensation increased 18% as compared with 2020, which reflects the record financial performance of our financial services group. In determining Mr. Doyle’s 2021 total incentive compensation, the Committee took the following factors into account as well as other compensation considerations:				​	​
			​	Pay for Performance	​	​	• Led our financial services group to a record financial performance in 2021, which was a key contributor to our firm-wide financial results for the year. ​ • Led the financial services group advisory team, which ranked #1 in U.S. bank and thrift M&A announced transactions in 2021, and advised on 5 of the 10 largest bank mergers announced during the year. ​ • Led the financial services group capital markets team, which raised $4.6 billion of debt for community and regional banks with less than $45 billion of assets during 2021, representing a 54% market share of the total debt raised in this market. ​ • Led the financial services group fixed income business, which contributed to record fixed income services revenues of $233.5 million in 2021. ​ • Personally advised clients on corporate transactions and was a significant revenue producer during 2021. ​	​	​
​	​	​	​	Sustain and Strengthen the Franchise	​	​	• Continued to oversee and lead the integration of the financial services group into our broader platform, allowing us to utilize our combined platform to strengthen our respective client offerings. ​ • Led the financial services group to increase their growth efforts across their verticals through focused hiring and development, which contributed to their record 2021 performance. ​	​	​
​	​	​	​	2021 Incentive Compensation Overview for Jonathan J. Doyle​							​
​	​	​	​								​

TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
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TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
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​	​	February 2021 and 2022 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 2021 (for 2020 Performance)				​	​
​	​	Piper Sandler Relative TSR Targets	​	​	Piper Sandler Adjusted ROE Targets	​	​
​	​		​	​		​	​
​	​	Granted February 2022 (for 2021 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	​
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TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
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​	2021 Peer Group				​
​	Canaccord Genuity Group Inc. Cowen Group, Inc. Evercore Partners Inc. FTI Consulting, Inc. Greenhill & Co. 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	​
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TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
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Why We Entered into the One-time Employment Agreement with Mr. Doyle

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• The Employment Agreement was Essential to Completing the Acquisition of Sandler—Although it is not our practice to enter into employment agreements with executive officers offering minimum levels of compensation, Mr. Doyle’s one-time employment agreement was essential to completing the acquisition of Sandler. The employment agreement provided Mr. Doyle, who had not previously worked for a public company, with a clear transition from the private partnership compensation that he had historically received at Sandler. This transition provided Mr. Doyle confidence that the compensation that he would receive for his productivity and management of the financial services group would be similar to what he had received historically. ​

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Five-Year Transition

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• Mr. Doyle is a Significant Revenue Producer—Mr. Doyle both manages the financial services group and continues to advise clients, and, in 2021, he was a significant revenue producer. When viewed within the context of the business he produces in addition to his responsibilities for managing the financial services group and serving as a member of our Leadership Team, we believe that Mr. Doyle’s compensation is both reasonable and appropriate. ​

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• Mr. Doyle’s Incentive Compensation is Governed by our Compensation Ratio—As part of our acquisition of Sandler, our financial services group, including Mr. Doyle, agreed to operate within the parameters set by our historical compensation ratio (i.e., the portion of our revenues that are paid out to employees in compensation and benefits). In 2021, our firm-wide adjusted compensation ratio including the financial services group was 60.0%, which has not increased following our acquisition of Sandler. This agreement means that Mr. Doyle’s incentive compensation must take into consideration the limit set by the financial services group’s compensation ratio, as well as the compensation that Mr. Doyle has allocated to the employees within his group, including revenue producers. This arrangement is important and favorable to shareholders because it protects our margins, and requires that Mr. Doyle’s incentive compensation be dependent upon the performance of our financial services group as a whole. ​

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• We Secured a Critical Five-year Non-Compete—As part of Mr. Doyle’s employment agreement, we required Mr. Doyle to agree to a significant five-year non-compete agreement which prevents him from competing in the investment banking sector until 2025, and in the financial services sector more broadly until 2023. This non-compete agreement was important to the acquisition, as it ensures that Mr. Doyle cannot go to a competitor in the first few critical years following the integration. ​

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• Mr. Doyle is our largest individual shareholder—Another way that we ensured alignment and retention of Sandler’s human capital was by delivering approximately 24% of the consideration for the acquisition in the form of shares of restricted stock which ratably vests over the three years following the closing. Given his ownership of Sandler, Mr. Doyle received 162,155 shares of restricted stock in consideration, as well as an additional $9.9 million, or 124,286 shares, of retention restricted stock. These grants resulted in Mr. Doyle becoming our largest individual shareholder, further aligning Mr. Doyle with our shareholders generally, and incentivizing him to create long-term value for our company as a whole. ​

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Given these considerations, the Board determined that the risks of Mr. Doyle’s employment agreement were balanced, particularly in light of his significant revenue production history, the length of his non-compete, the express connection to the company’s compensation ratio, and—most importantly—the strategic and transformational nature of the transaction and its potential to grow and create shareholder value.

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TABLE OF CONTENTS

​	Executive Compensation: Compensation Discussion and Analysis	​
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​	Executive Compensation: Compensation Discussion and Analysis	​
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TABLE OF CONTENTS​

​	Executive Compensation	​
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Name and Principal Position

​

​

Year

​

​

Salary ($)

​

​

Stock Awards(1) ($)

​

​

Option Awards(1) ($)

​

​

Non-Equity Incentive Plan Compensation(2) ($)

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​

All Other Compensation(3) ($)

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​

Total ($)

​

Chad R. Abraham CEO

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​

​

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2021

​

​

​

​

​

633,333

​

​

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​

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3,085,233

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​

​

​

​

—

​

​

​

​

​

5,279,167

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​

​

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​

140,481

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​

​

​

​

9,138,214

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​

​

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​

2020

​

​

​

​

​

283,333

​

​

​

​

​

2,522,168

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​

​

​

​

—

​

​

​

​

​

3,857,000

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​

​

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​

31,349

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​

​

​

​

6,693,850

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​

​

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​

2019

​

​

​

​

​

550,000

​

​

​

​

​

1,578,174

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​

​

​

​

—

​

​

​

​

​

2,487,500

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​

​

​

​

26,727

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​

​

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4,642,401

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​

Debbra L. Schoneman President

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2021

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500,000

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1,095,466

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​

—

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​

2,500,000

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​

77,029

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4,172,495

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2020

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266,667

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​

​

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​

922,350

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—

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2,438,000

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32,029

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3,659,046

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2019

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500,000

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629,871

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—

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1,531,250

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18,078

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2,679,199

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Timothy L. Carter CFO

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2021

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425,000

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607,235

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—

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1,671,875

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21,927

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2,726,037

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2020

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241,667

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479,989

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—

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1,351,000

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10,466

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2,083,122

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2019

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425,000

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274,239

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—

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796,875

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9,797

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1,505,911

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​

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

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2021

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425,000

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936,890

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—

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3,362,188

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16,678

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4,740,756

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2020

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241,667

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797,833

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—

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2,285,500

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15,381

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3,340,381

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2019

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425,000

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255,044

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—

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1,573,438

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2,885,380

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5,138,862

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​

Jonathan J. Doyle Vice Chairman and Head of Financial Services Group(4)

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2021

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500,000

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2,062,269

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—

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7,687,500

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32,685

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10,282,454

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2020

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260,898

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9,895,652

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—

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6,621,000

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9,359

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16,786,909

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Restricted Stock Awards (granted in February 2021 for 2020 performance) ($)

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PSUs (granted in February 2021 for 2020 performance)

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​

Name

​

​

Target ($)

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​

Maximum ($)

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​

Chad R. Abraham

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​

​

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1,106,828

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1,978,405

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2,967,608

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​

​

Debbra L. Schoneman

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​

​

​

318,102

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​

​

​

​

777,364

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​

​

​

​

1,166,098

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​

​

Timothy L. Carter

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​

​

​

176,299

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​

​

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​

430,936

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​

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​

646,403

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​

​

James P. Baker

​

​

​

​

285,198

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​

​

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​

651,692

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​

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​

977,589

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​

​

Jonathan J. Doyle

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​

​

​

1,193,969

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​

​

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​

868,300

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​

​

​

​

1,302,450

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