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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,

Washington, D.C. 20549

​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.       )

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Preliminary Proxy Statement
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​
☒
Definitive Proxy Statement
​
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Definitive Additional Materials
​
☐
Soliciting Material under §240.14a-12
​
Piper Sandler Companies
​
(Name of Registrant as Specified In Its Charter)
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TABLE OF CONTENTS
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Piper Jaffray Companies
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2017 Proxy Statement

Piper Jaffray
Companies

LOGO
​
​​​ Piper Sandler Companies​​



REALIZE THE POWER
OF PARTNERSHIP®
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Table of ContentsLetter from our Chairman and CEO

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LOGO

GRAPHIC

March 29, 2017

25, 2022​

Fellow Shareholders:

You are cordially invited to join us for our 20172022 annual meeting of shareholders which will be heldtake place on Thursday,Friday, May 11, 2017,6, 2022 at 2:00 p.m., Central Time, in the Huber Room on the 12th floor of our Minneapolis headquarters in the U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota.Time. The meeting will be held virtually via webcast. The Notice of Annual Meeting of Shareholders and the proxy statement that follow describe the business to be conducted at the meeting.

As we look forwardahead to our 20172022 annual meeting of shareholders, it isit’s worth reflectingpausing for a moment to reflect on the past year. In 2021, for the third consecutive year, just completed. In 2016, we producedachieved record financial performance, including adjusted net revenues forof $1.98 billion, representing 60% growth over 2020, adjusted net income of $399.0 million, and adjusted earnings per share of $21.92, each of which is a non-GAAP financial measure. Our performance was strong across each of our business lines during the second consecutive year, while making significant progressand included exceptional growth in continuingsome of our recently acquired businesses. We are especially proud of achieving our long-term goal of $1 billion in annual investment banking revenues. In addition, throughout the year, we increased our quarterly dividend, raising it most recently in the first quarter of 2022 to execute$0.60 per share, and paid our shareholders total dividends of $9.45 per share with respect to fiscal year 2021.
Our success during the year was a result of the continued hard work and dedication shown by my employee partners, and the trust that our clients place in us because of the candid advice, deep expertise, and value that we deliver to them. I am confident that our performance in 2021 was a result of our sound execution on all of the actions that we have taken to achieve growth. Although 2022 has already been marked by the tragedy of war in Ukraine and uncertain and quickly evolving global economic challenges, we believe that our long-term strategy of growingand our businesses with higher marginsoperating discipline will continue to position us to achieve growth and lower volatility. The strength that our advisory services and public finance businesses continuedprovide returns to demonstrate in 2016 is an indication of the effectiveness of this strategy as we strengthen our position as one of the leading investment banks serving middle-market clients. We believe that our continuing execution on these strategic initiatives and opportunities will help ensure that our shareholders reap the benefits of our strategy and investments inover the years to come.

We are furnishing our proxy materials to you over the Internet, which will reduce our costs and the environmental impact of our annual meeting. Accordingly, we mailed a Notice of Internet Availability of Proxy Materials to you, which contains instructions on how to access our proxy statement and annual report and vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to request a printed set of proxy materials.

Whether or not you plan to attend the meeting, your vote is important and we encourage you to vote your shares promptly. You may vote your shares using a toll-free telephone number or the Internet. If you received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding the three methods of voting

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We are contained on the Notice of Internet Availabilitythankful that you have chosen to be our shareholders, and the proxy card.

Wewe look forward to seeing you at the annual meeting.

continuing to serve our clients and provide long-term returns to our shareholders.
Sincerely,
[MISSING IMAGE: sg_chadabraham-bw.jpg]
Chad R. Abraham
Chairman and Chief Executive Officer

Sincerely,



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Andrew S. Duff
Chairman and Chief Executive Officer

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Notice of Annual Meeting
of Shareholders

May 11, 2017,6, 2022, at 2:00 p.m., local timeCentral Time
The Huber Room in our Minneapolis Headquarters
12th Floor, U.S. Bancorp Center
800 Nicollet Mall, Minneapolis, MinnesotaVirtually at www.virtualshareholdermeeting.com/PIPR2022

To the Shareholders of Piper JaffraySandler Companies:

The 20172022 annual meeting of shareholders of Piper JaffraySandler Companies will be held at our corporate headquarters in Minneapolis, Minnesotavirtually on Thursday,Friday, May 11, 20176, 2022 at 2:00 p.m., local time,Central Time, for the following purposes:

1.

The election of nineten directors, each for a one-year term.
​
2.

2.
Ratification of the selection of Ernst & Young LLP as the independent auditor of Piper JaffraySandler Companies for the fiscal year ending December 31, 2017.2022.
​
3.

3.
An advisory (non-binding) vote to approve the compensation of the officers disclosed in the attached proxy statement, or say-on-pay vote.
​
4.

4.
An advisory (non-binding) vote to recommend the frequency of future say-on-pay votes.

5.
Any other business that may properly be considered at the meeting or any adjournment or postponement of the meeting.

​
We believe that a virtual annual meeting of shareholders provides greater access to those who may want to attend and, therefore, have chosen this over an in-person meeting for 2022. In order to vote on the matters brought before the meeting, you may submit your proxy vote by telephone or Internet,internet, as described in the Notice of Internet Availability of Proxy Materials and the following proxy statement, by no later than 11:59 p.m., Eastern Daylight Time on Wednesday,Thursday, May 10, 2017.5, 2022 for any shares you hold directly, and by no later than 11:59 p.m., Eastern Time on Tuesday, May 3, 2022 for any shares you hold in a retirement plan. If you received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. The envelope is addressed to our vote tabulator, Broadridge Financial Solutions, Inc., and no postage is required if mailed in the United States. Holders of record of the Company'sshares of our common stock at the close of business on March 15, 201710, 2022 are entitled to notice of, and to vote at, the meeting.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be held on May 11, 20176, 2022

Our proxy statement and 20162021 annual report are available at
www.piperjaffray.com/www.pipersandler.com/proxymaterials.

By Order of the Board of Directors
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John W. Geelan
Secretary
March 25, 2022




By Order of the Board of Directors



GRAPHIC



John W. Geelan
Secretary

March 29, 2017

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PROXY STATEMENT
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PROXY STATEMENT
TABLE OF CONTENTS
​
INTRODUCTION
​​​​1​​

INTRODUCTION

​
EXECUTIVE SUMMARY
​​​​1​​

EXECUTIVE SUMMARY

​
1

PROPOSAL ONE—ELECTION OF DIRECTORS

​​​​67​​
​

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

​​​​1213​​
​

Codes of Ethics and Business Conduct

​​​​1213​​
​

Director Independence

​​​​1213​​
​

Board Leadership Structure and Lead Director

​​​​13​​
​

Majority VoteVoting 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

​​​​1516​​
​
Annual Board Evaluation Process
​​​​19

Meeting Attendance

​18​
​
Meeting Attendance
​​​​19

​​
​
Procedures for Contacting the Board of Directors

​​​​1820​​
​

Procedures for Selecting and Nominating Director Candidates

​​​​1920​​
​

Compensation Program for Non-Employee Directors

​​​​2021​​
​

Non-Employee Director Compensation for 2016

2021
​​​​2122​​
​

EXECUTIVE COMPENSATION

​​​​2223​​
​

Compensation Discussion and Analysis

​​​​2223​​
​

Compensation Committee Report

​​​​5249​​
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Summary Compensation Table

​​​​5250​​
​

Grants of Plan-Based Awards

​​​​5452​​
​

Outstanding Equity Awards at Fiscal Year-End

​​​​5653​​
​

Option Exercises and Stock Vested

​​​​5754​​
​

Non-QualifiedNonqualified Deferred Compensation Plans

​​​​5754​​
​

Potential Payments Upon Termination or Change-in-Control

​​​​5955​​
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CEO Pay Ratio
​​​​56

​​
​
Equity Compensation Plan Information
​​​​57​​
​
Risk Assessment of Compensation Policies and Practices

​​​​6057​​
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SECURITY OWNERSHIP
​​​​58

Outstanding Equity Awards

​61​

SECURITY OWNERSHIP

​
62

Stock Ownership Guidelines

​​​​6258​​
​

Beneficial Ownership of Directors, Nominees and Executive Officers

​​​​6258​​
​

Beneficial Owners of More than Five Percent of Our Common Stock

​​​​6460​​

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

​
65

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

​​​​6661​​
​

Compensation Committee Interlocks and Insider Participation

​​​​6661​​
​

Transactions with Related Persons

​​​​6661​​
​

Review and Approval of Transactions with Related Persons

​​​​6761​​
​

AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO OUR INDEPENDENT AUDITOR

​​​​6863​​
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Audit Committee Report

​​​​6863​​
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Auditor Fees

​​​​6963​​
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Auditor Services Pre-Approval Policy

​​​​6964​​
​

PROPOSAL TWO—RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

​​​​7165​​
​

PROPOSAL THREE—ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

​​​​7266​​

PROPOSAL FOUR—ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES

​
75

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

​​​​7668​​
​

SHAREHOLDER PROPOSALS FOR THE 20182023 ANNUAL MEETING

​​​​8173​​
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HOUSEHOLDING
​​​​73

HOUSEHOLDING

​81​
​

OTHER MATTERS

​​​​8274​​
​

APPENDIX A—RECONCILIATION OF U.S. GAAP FINANCIAL PERFORMANCE FIGURES TO


ADJUSTED NON-GAAP FINANCIAL INFORMATION
​​​​A-1​​

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TABLE OF CONTENTS​​

PROXY STATEMENT
20172022 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 2017
6, 2022


INTRODUCTION
INTRODUCTION

The Board of Directors of Piper JaffraySandler Companies is soliciting proxies for use at the annual meeting of shareholders to be held virtually on May 11, 2017,6, 2022, and at any adjournment or postponement of the meeting. NoticeThe notice of Internet Availability of Proxy Materials, which contains instructions on how to access this proxy statement and our annual report online, is first being mailed to shareholders on or about March 29, 2017.

25, 2022.


Executive Summary
EXECUTIVE SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Shareholders

​
Date and Time:​Thursday,​Friday, May 11, 2017,6, 2022, at 2:00 p.m., local timeCentral Time​

Place:​
Website:
The Huber Room in our Minneapolis Headquarters
12th Floor, U.S. Bancorp Center
800 Nicollet Mall
Minneapolis, Minnesota 55402​		​www.virtualshareholdermeeting.com/PIPR2022​

​		Record Date:
​
​		March 15, 201710, 2022​
Virtual Annual Meeting
The 2022 annual meeting of shareholders will be a completely virtual meeting conducted via webcast. We have determined that this is the best method to ensure that our shareholders can participate in the annual meeting. All shareholders as of the close of business on the record date, or their duly appointed proxies, may attend the virtual annual meeting as well as vote and submit questions during the webcast of the meeting by visiting www.virtualshareholdermeeting.com/PIPR2022.
To participate in the annual meeting, you will need to provide the 16-digit control number included on your proxy card.
If you wish to participate in the annual meeting, please log on to the link included above at least 15 minutes prior to the start of the annual meeting to provide time to register, download the required software, if necessary, and test your internet connectivity. If you access the annual meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate. We believe that a virtual meeting provides greater access to those who may want to attend our annual meeting of shareholders and, therefore, have chosen this over an in-person meeting.
We ensure that at our virtual meeting, all attendees are afforded the same rights and opportunities to participate as they would at an in-person meeting. These procedures include the ability for shareholders to ask questions during the course of the meeting, post appropriate questions received during the meeting for review by other participants, review our corresponding answers to such questions on our Investor Relations section of our website at www.pipersandler.com as soon as practicable after the annual meeting, and access technical support staff during the meeting in the event of difficulties arising from the use of the virtual meeting platform.
We evaluate annually the method of holding our annual meeting of shareholders, taking into consideration the above factors as well as the proposed agenda items.

1
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​Executive Summary​
​​​

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​
Executive Summary
​

Voting Matters

The Board of Directors recommends you vote FOR each Director Nominee listed in Proposal 1, and FOR each of Proposal 2 and Proposal 3 and ONE YEAR for Proposal 4:

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.​​​​

Proposal
 Page Reference
​ ​​ ​​

 
 
 
 
 
1. Election of Directors 6

 
 
The Board of Directors believes the nine nominees as a group have the experience and skills that are necessary to effectively oversee our company.
 
 
​ ​​ ​​

2.
 
Ratification of Selection of Independent Auditor
 
71

 
 
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, 2017.
 
 
​​​ ​​

3.
 
Advisory (Non-Binding) Vote on Executive Compensation
 
72

 
 
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.
 
 
​ ​​ ​​

4.
 
Advisory (Non-Binding) Vote on Frequency of Future Say-on-Pay Votes
 
75

 
 
The Board of Directors is asking shareholders to provide an advisory vote concerning the frequency of future say-on-pay votes.
 
 
​ ​​ ​​
2

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​Executive Summary​
​​​
​​How to Participate in the Virtual Meeting​​
​​
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​​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​​
​​
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​​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​​
YOUR VOTE IS IMPORTANT!
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON MAY 6, 2022
Our Proxy Statement for the 2022 Annual Meeting of Shareholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available at www.pipersandler.com/​proxymaterials

3
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​Executive Summary​
​​​
20162021 Performance Highlights
Highlights*

In 2016, we achieved2021, our results reflected strong operating results, withexecution and high demand for our services, as well as the benefits of our more scaled and diversified platform. Our record adjusted net revenues, adjusted net income, and adjusted earnings per share and adjusted ROE*.reflect record performances across a number of our businesses. Our 20162021 performance highlights include:

​
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.​
​
GRAPHIC*

*

Adjusted net revenues, adjusted net income, and adjusted earnings per share and adjusted ROE (which are used throughout this proxy statement) are non-GAAP financial measures and are further defined and reconciled to the most directly comparable GAAP financial measure in the Appendix A to this proxy statement.
​

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​
4
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​Executive Summary​
​​​
​

Board Nominees

The

Our Board of Directors (the “Board”) has nominated nineten directors for election at the 20172022 annual meeting:meeting of shareholders: our CEOchairman and chief executive officer, our head of financial services group, and eight other currently serving directors. Seven of these nineten directors are independent under New York Stock Exchange Rules. OurThe Board of Directors has determined that both our CEOchairman and chief executive officer, Mr. Abraham, our head of financial services group, Mr. Doyle, and Mr. Frazier, who joined the Board of Directors in connection with our acquisition of Simmons & Company International ("Simmons") in 2016,Sterling are not independent. Other than Ms. Mitchell, each nominee was elected by the shareholders at the 2021 annual meeting. Ms. Mitchell is standing for election by our shareholders as a director of the company for the first time at this year’s annual meeting. Ms. Mitchell was identified and introduced to the Board by a third-party search firm, and was elected to serve as a director effective September 27, 2021. Each director was evaluated by the Nominating and Governance Committee in advance of its recommendation of their respective service as a director. Mr. Abraham was elected to serve as chairman of the Board beginning in May 2019. Mr. Soran has served as our lead director since February 2018.
The following table provides summary information on each director nominee. For more detail, please see pages 67 through 1112 of this proxy statement.

​
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GRAPHIC​Chad R. AbrahamGRAPHIC​​GRAPHICJonathan J. Doyle​GRAPHIC​GRAPHIC
Andrew S. DuffWilliam R. Fitzgerald​Michael E. Frazier​Victoria M. HoltB. Kristine Johnson​​Addison L. PiperRobbin Mitchell​

​		Chairman and CEO of Piper JaffraySandler Companies
​
​		Vice Chairman and Head of Financial Services Group of Piper Sandler Companies​​Former Chairman and CEO of Ascent Capital Group
​
​		Former CEO of Simmons & Company International

President of Affinity Capital Management

Former Chairman and CEO of Piper Jaffray CompaniesProto Labs, Inc.		​​Senior Advisor for Boston Consulting Group​
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​
Thomas S. Schreier
​
​


Chair Governance;
Lead Director




GRAPHICGRAPHICGRAPHICGRAPHIC
Sherry M. Smith​​Philip E. Soran​​Brian R. Sterling​​Scott C. TaylorMichele Volpi​

​
Former Chairman of Nuveen Asset Management		​​
Former Executive VP and CFO of SUPERVALU, INC.
Chair Audit

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


CEO of Praesidiad






Chair Audit

NortonLifeLock Inc.
Chair Compensation
​

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5
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​Executive Summary
​

2016 Compensation Highlights

Following our 2016 annual meeting of shareholders, our Compensation Committee sought to engage with our 25 largest shareholders to solicit their perspectives on our executive compensation program. Following that engagement, our Compensation Committee approved significant changes to our executive compensation program. These changes are as follows:

Compensation Committee Action
Explanation
​ ​​ ​​
1.Decreased the amount of time-vested restricted compensation andincreased long-term performance share unit ("PSU") awards.The Compensation Committee revised the executive compensation program to reduce the amount of annual incentives paid in time-vested restricted compensation, and increase the amount of long-term PSU awards. Beginning with annual incentives for 2017 performance, our named executive officers will receive 50% of their restricted compensation in the form of long-term PSU awards that vestonly if certain long-term total shareholder return ("TSR") and adjusted ROE targets are achieved.
​ ​​ ​​
2.Revised PSU award metrics to include:

•

Adjusted ROE; and

•

Relative TSR.

The Compensation Committee revised the February 2017 PSU awards to focus on two key metrics: (1) adjusted ROE and (2) relative TSR. Adjusted ROE was selected because increasing our profitability and making efficient use of capital are clear demonstrations of creating shareholder value. Relative TSR was selected because it shows the returns we are providing our shareholders in relation to a broad index of financial services companies.
​​​ ​​
3.Capped annual cash incentives for our CEO, CFO, and President.The Compensation Committee implemented a cap on annual incentives that can be paid in cash to our CEO, CFO, and President at three times their base salaries.
​ ​​ ​​

The cap on annual incentives went into effect in our 2016 executive compensation program,

Summary of Our Board Composition
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Skills and the revised PSU award was first awarded in February 2017. The change outlined above with respect to the decrease in time-vested restricted compensation and increase in long-term PSU awards will first be implemented with respect to annual incentives paid in February 2018 for 2017 performance. In addition to these changes, our 2016 executive compensation program retained our core pay-for-performance philosophy which includes: (1) base salary, (2) annual incentive compensation based on the achievement of a measure of pre-tax operating income, and (3) a long-term incentive award in the form of PSUs that will be earned based on our total and relative shareholder return. The most significant actions taken during 2016qualifications represented by the Compensation Committee include:

    •
    Base Salaries:director nominees The base salaries of our named executive officers have remained unchanged since 2010.
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6
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Executive Summary​Proposal One: Election of Directors​
​​​
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    •
    Annual Incentive Compensation: We achieved strong operating results in 2016, including record adjusted net revenues and adjusted earnings per share, and we executed against our strategic growth strategy. Even though our profitability was up in 2016 from 2015, our named executive officers' overall annual incentive compensation declined approximately 10.9% from 2015. This was primarily due to our Compensation Committee's decision to exclude a portion of the additional earnings contributed by Simmons during the year from consideration from the annual incentive compensation for those named executive officers that have responsibility over our investment banking and capital markets business. These earnings were excluded to account for the amount of capital that was invested in the business in connection with the Simmons acquisition. Our CEO's annual incentive compensation based on 2016 performance was $3,908,700, resulting in a 3.1% decrease in his annual incentive compensation from 2015. The annual incentive compensation for our other named executive officers ranged from $1,329,750 to $3,425,000. These amounts represented decreases in the annual incentive compensation paid of 2.9% to our CFO, and 16.0% and 25.8% to our global co-heads of investment banking, respectively, and an increase of 10.1% in the annual incentive compensation paid to our head of public finance.

    •
    Long-Term Incentive Awards: Beginning with the February 2017 grant, our PSU award program was revised to include the following performance metrics: (1) adjusted ROE, and (2) relative TSR. The PSU award will be earned by each executive officer only if over the 36-month performance period we achieve a certain adjusted ROE and relative TSR compared to a broad index of financial services companies. Beginning in February 2018, the PSU award will become a more significant vehicle through which we deliver our executive officers' total incentive compensation. The award, which has historically been for a fixed amount, will be granted in lieu of a portion of the restricted compensation currently granted as annual incentive compensation based on business line and overall company profitability and individual performance. This change will effectively reduce annual incentives, and increase the amount of the PSU awards that vest only if certain long-term adjusted ROE and relative TSR metrics are achieved. In May 2016, the Compensation Committee made its final grant of our historical PSU award program, which will vest based on absolute and relative TSR performance metrics. The amount of the PSU awards granted in May 2016 and February 2017 was essentially unchanged from 2015.

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PROPOSAL ONE—ELECTION OF DIRECTORS

20172022 Nominees for Director

Upon the recommendation of the Nominating and Governance Committee, the Board of Directors (the "Board") has nominated all nineten current members of the Board for election at the 20172022 annual meeting. These individuals are Andrew S. Duff,Chad R. Abraham, Jonathan J. Doyle, William R. Fitzgerald, Michael E. Frazier, B. Kristine Johnson, Addison L. Piper,Victoria M. Holt, Robbin Mitchell, Thomas S. Schreier, Sherry M. Smith, Philip E. Soran, Brian R. Sterling and Scott C. TaylorTaylor. Other than Ms. Mitchell, each nominee was elected by the shareholders at the 2021 annual meeting. Ms. Mitchell is standing for election by our shareholders as a director of the company for the first time at this year’s annual meeting. Ms. Mitchell was identified and Michele Volpi. introduced to the Board by a third-party search firm.
Each of the nominees was evaluated by the Nominating and Governance Committee in advance of its recommendation of their respective service as a director. Mr. Abraham was elected to serve as chairman of the Board beginning in May 2019. Mr. Soran has served as our lead director since February 2018.
Each of the nominees has agreed to serve as a director if elected. Under our majority voting standard and director resignation policy, each nominee will be elected by a majority of the votes cast with respect to that director'sdirector’s election. Any nominee failing to receive a majority will tender his or her resignation to the Board, which shall decide whether to accept or reject the resignation. For more information on our majority voting standard and director resignation policy, please see the section titled "Board“Information Regarding the Board of Directors and Corporate Governance—Majority Voting Standard and Director Resignation Policy"Policy” below. Proxies may not be voted for more than nineten directors. If, for any reason, any nominee becomes unable to serve before the annual meeting occurs, the persons named as proxies may vote your shares for a substitute nominee selected by ourthe Board.

The Board of Directors recommends a vote FOR the election of the nineten director nominees. Proxies will be voted FOR the election of the nineten nominees unless otherwise specified.

The biographies of each of the nominees below includes information regarding the person'sperson’s service as a director, work experience, and the experiences, qualifications, attributes or skills that causedled the Nominating and Governance Committee and ourthe Board to determine that the person should serve as a director. Each nominee brings unique capabilities to the Board. The Board believes the nominees as a group have the experience and skills in areas such as senior level management, corporate governance, leadership development, investment banking, asset management,capital markets, finance, and risk management that are necessary to effectively oversee our company. In addition, the Board believes that each of our directorsdirector nominees possesses high standards of ethics, integrity and professionalism, sound judgment, community leadership, and a commitment to representing the long-term interests of our shareholders.


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​​​​Chad R. Abraham, Chairman​​

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Chad R. Abraham
Andrew S. Duff
Age 5953
Director since 20032018

​
​
Principal Occupation: Mr. DuffAbraham has served as chairman andbeen our chief executive officer since 2018 and chairman of Piper Jaffray Companiesthe Board since December 31, 2003. Mr. Duff became chairman andMay 2019. Prior to being appointed chief executive officer, following completionMr. 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 spin-offtechnology investment banking group from U.S. Bancorp on December 31, 2003. He has served1999 to 2005. Mr. Abraham began his career at Piper Sandler in 1991 as chairman of our broker-dealer subsidiary since 2003 and as chief executive officer of our broker-dealer subsidiary since 2000.an investment banking analyst.

Qualifications: Mr. DuffAbraham has more than 30 years of experience in the investment banking and capital markets industry with Piper Jaffray,Sandler, including as our global co-head of investment banking and has been our chairman and chief executive officer since our spin-offcapital markets from U.S. Bancorp in 2003.2010 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 PreviousCurrent Directorships:
•

•

Arctic Cat Inc. (October 2015 to March 2017)

Columbus McKinnon Corporation
​
​

​		​​​
Jonathan J. Doyle​
​
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[MISSING IMAGE: ph_jondoyle-bw.jpg]
GRAPHICJonathan 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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​​​​William R. Fitzgerald​​
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[MISSING IMAGE: ph_williamfitzgerald-bw.jpg]
William R. Fitzgerald
Age 5964
Director since 2014
​
Piper JaffraySandler
Board Committees:

•

Audit

Compensation
​
•

Compensation


Governance
​
​​
Principal Occupation: Mr. Fitzgerald has been thewas chairman and chief executive officer of Ascent Capital Group, Inc. since August 2000.from 2000 to 2019, and was its chief executive officer from 2000 to 2018. Ascent Capital Group (formerly known as Ascent Media Group) iswas a publicly traded holding company whose current business operations are conducted throughwhich was ultimately merged with its wholly owned operating subsidiary, Monitronics International, Inc., which offers business and home security alarm monitoring services. In addition, Mr. Fitzgerald previously served as senior vice president of Liberty Media Corporation from July 2000 to December 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 ourthe Board significant management experience from his more than 30 years in the media and telecommunications industries, including his current role as chairman and chief executive officerCEO of Ascent Capital Group.a publicly traded company. In addition, Mr. Fitzgerald'sFitzgerald’s experience as a partner at a middle-market investment bank and public company director provides valuable experience to our management and to the Board.

Other Current Directorships:Previous Directorships Held within the Last Five Years:
•

•

Ascent Capital Group, Inc. (2000 to 2019)
​
​
​​​​Victoria M. Holt

​

​
​
[MISSING IMAGE: ph_holtvictoria-bw.jpg]
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:
•

•

Expedia,

Proto Labs, Inc. (March 2006(2014 to December 2012)

•

TripAdvisor, Inc. (December 2011 to February 2013)

2021)
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​​​​Robbin Mitchell​​
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Robbin Mitchell
GRAPHIC

Michael E. Frazier
Age 6758
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
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​​​​Thomas S. Schreier​
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[MISSING IMAGE: ph_schreiertomnew-bw.jpg]
Thomas S. Schreier
Age 59
Director since 2018
​
Piper Sandler
Board Committees:
•
Audit
​
•
Compensation
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​​
Principal Occupation: Mr. Frazier began with Simmons & Company International, an investment bank specializing inSchreier was the energy industry, in 1992. He became presidentvice chairman of Simmons in 2002, chief executive officer in 2005,Nuveen Investments, Inc., and chairman in 2009,of its largest investment adviser, Nuveen Asset Management, from 2011 to 2014, and, served in those capacities until the closing of ourfollowing Nuveen’s acquisition of Simmons in Februaryby TIAA, from 2014 to 2016. Following the acquisition, Mr. Frazier served as a consultant to Piper Jaffray & Co. under a consulting agreement that terminated on February 26, 2017. Prior to joining Simmons in 1992,that, Mr. FrazierSchreier was actively involved in the exploration and production of oil and gas as an independent operator.

Qualifications: Mr. Frazier has extensive experience in the capital markets industry and in the energy investment banking sector specifically, which we recently entered with our acquisition of Simmons. He also has extensive industry executive management experience as the former chief executive officer of Simmons.

Other Current Directorships:

•

NOW Inc.




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B. Kristine Johnson
Age 65
Director since 2003
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 Jaffray
Board Committees:Sandler from 1999 to 2001.

•

Governance (Chair)

Principal OccupationQualifications: Ms. JohnsonMr. Schreier has been president of Affinity Capital Management, a Minneapolis-based venture capital firm that invests primarily in seed and early-stage healthcare companiesextensive leadership experience in the United States, since 2000. Ms. Johnson previously was employed for 17 years at Medtronic, Inc.,financial services sector, including as a leading medical device manufacturer, serving most recently as senior vice president and chief administrative officer.

Qualifications: Ms. Johnson has extensiveleader of significant asset management companies. This leadership experience in both the health care industry and the venture capital business, with the health care industry being one of the primary areas of focus of ourhuman capital-based businesses such as ours, as well as his investment banking business. Her deep tiesindustry experience, provides significant value to the health care industry and the venture capital business provide the Board with valuable insights and knowledge, both from a client and public company perspective.

Lead Director: Ms. Johnson currently serves as the lead director of our Board.

Other Current Directorships:

•

The Spectranetics Corporation

•

AtriCure, Inc.

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Addison L. Piper
Age 70
Director since 2003​

Principal Occupation: Mr. Piper worked for Piper Jaffray from 1969 through 2006, serving as chief executive officer from 1983 to 2000 and as chairman from 1988 to 2003. He also served as vice chairman of Piper Jaffray Companies following the completion of our spin-off from U.S. Bancorp, and retired from that role effective at the end of 2006. From 1998 through August 2006, Mr. Piper had responsibility for our venture and private capital fund activities. During his earlier career with Piper Jaffray, he served as assistant equity syndicate manager, director of securities trading, and director of sales and marketing.

Qualifications: Mr. Piper has been a part of our company since 1969, serving in many roles, including chief executive officer. His experience with the company provides deep institutional knowledge as well as a comprehensive understanding of the financial services industry.




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Sherry M. Smith​		​
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Sherry M. Smith
Age 5560
Director since 2016
​

Piper JaffraySandler
Board Committees:
•

Audit (Chair)
​
•

Compensation

•

Governance

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 thaton which she has served, on, 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
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•

•

Tuesday Morning Corporation
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•

•

Realogy Holdings Corp.

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Philip E. Soran​		​
​
[MISSING IMAGE: ph_philipsoran1-bw.jpg]
Philip E. Soran
Age 6065
Director since 2013
​
Piper JaffraySandler
Board Committees:

•

Audit

•

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'sSoran’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'sSoran’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 (October 2011(2011 to October 2016)

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Brian R. Sterling​
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GRAPHICBrian 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​​
​
[MISSING IMAGE: ph_scotttaylor-bw.jpg]
Scott C. Taylor
Age 5257
Director since 2014
​
Piper JaffraySandler
Board Committees:

•

Audit (Chair)

Audit
​
•


Compensation

(Chair)
​
​​
Principal Occupation: Mr. Taylor servesserved as Executive Vice Presidentexecutive vice president, general counsel, and General Counselsecretary for NortonLifeLock Inc. (formerly Symantec Corporation,Corp.), a NASDAQ-listed informationpublicly traded computer security solutions company, a position he has held sincesoftware provider, from August 2008.2008 through January 2020. Mr. Taylor'sTaylor’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. In addition, Mr. Taylor was previously anbegan 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 PreviousCurrent Directorships:
•
Ziff Davis, Inc.
​
•

•

VirnetX Holding Corporation (February 2008 to May 2014)


1Life Healthcare, Inc.
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Michele Volpi
Age 53
Director since 2010
Piper Jaffray
Board Committees:

•

Compensation (Chair)

Principal Occupation: Mr. Volpi has served as the chief executive officer of Praesidiad (formerly Betafence Corporate Services), a global provider of physical security solutions located in Belgium, since November 2011. Prior to joining Praesidiad, Mr. Volpi served as president, chief executive officer, and director of H.B. Fuller Company from December 2006 to November 2010. H.B. Fuller is a publicly traded company that manufactures and markets adhesives and specialty chemical products worldwide.

Qualifications: Mr. Volpi has significant management experience, including from his current position as chief executive officer of Praesidiad and his previous role as president, chief executive officer, and director of H.B. Fuller Company. Mr. Volpi's extensive management experience, including his experience as a chief executive officer of a publicly traded company, provides valuable perspective, insight, and strategic guidance to our management and to the Board.

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The Board conducts its business through meetings of the members of the Board and the following standing committees: Audit, Compensation, and Nominating and Governance. Each of the standing committees has adopted and operates under a written charter, and, annually in November, each committee reviews its charter, performs a self-evaluation and establishes a plan for committee activity for the upcoming year. The committee charters are all available on the Investor Relations page of our website atwww.piperjaffray.comwww.pipersandler.com, under the heading "Corporate“Corporate Governance,"” together with our Corporate Governance Principles, Director Independence Standards, Director Nominee Selection Policy, Procedures for Contacting the Board of Directors, Codes of Ethics and Business Conduct, and Complaint Procedures Regarding Accounting and Auditing Matters.

Codes of Ethics and Business Conduct

We have adopted a Code of Ethics and Business Conduct applicable to our employees, including our principal executive officer, principal financial officer, principal accounting officer, controller and other employees performing similar functions,officers, and a separate Code of Ethics and Business Conduct applicable to our directors. Directors who also serve as officers of Piper JaffraySandler must comply with both codes. Both codes are available on the Investor Relations page of our website atwww.piperjaffray.comwww.pipersandler.com, under the heading "Corporate“Corporate Governance."” We will post on our website atwww.piperjaffray.comwww.pipersandler.com any amendment to, or waiver from, a provision of either of our Codes of Ethics and Business Conduct within four business days following the date of such amendment or waiver.

Director Independence

Under applicable rules of the New York Stock Exchange, a majority of the members of our Board must be independent, and no director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with Piper Jaffray.Sandler. To assist the Board with these determinations, the Board has adopted Director Independence Standards, which are available on the Investor Relations page of our website atwww.piperjaffray.com,www.pipersandler.com, under the heading "Corporate“Corporate Governance."”

The Board has affirmatively determined, in accordance with our Director Independence Standards that, other than Mr. Frazier,Sterling, none of our non-employee directors has a material relationship with Piper JaffraySandler and that each of them is independent. When determining the independence of our independent directors, the Board considered the following types of transactions or arrangements:arrangements during 2021: (i) with respect to each of Mr. Soran and Ms. Johnson and Mr. Taylor,Mitchell, the Board considered immaterial commercial relationships involving Piper Jaffray andgrants in the director's primary business affiliation; (ii) with respect to Messrs. Piper and Soran and Ms. Smith, the Board considered an immaterial relationship arising solely because an immediate family member is an employeeamounts of another company that provides services to the company; (iii) with respect to Messrs. Piper and Taylor and Mses. Johnson and Smith, the Board considered immaterial relationships


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less than $10,000 between Piper JaffraySandler and charitable foundations or other non-profit organizations with which each of those directors is associated; (iv) with respect to Ms. Johnson, the Board considered an immaterial commercial relationship (i.e., less than $500) resulting from a trading account Ms. Johnson maintains with Piper Jaffray on the same terms and conditions that apply to other similarly situated clients; and (v) with respect to Ms. Johnson and Mr. Soran, the Board considered their respective investments in one of our investment funds on substantially the same terms as similarly situated investors. All of theseassociated. These relationships are deemed to be immaterial under our Director Independence Standards.

Mr. Duff cannot

None of Messrs. Abraham, Doyle, or Sterling can be considered an independent director under New York Stock Exchange corporate governance rules because he is employed as our chief executive officer.Messrs. Abraham and Doyle are current employees of Piper Sandler, and because Mr. Frazier cannot be consideredSterling was an independent director under those same rules because we entered into a consulting agreement with Mr. Frazier in connection withemployee of Piper Sandler within the closing of our acquisition of Simmons in February 2016. This consulting agreement terminated in February 2017.

past three years.

Board Leadership Structure and Lead Director

Since our spin-off from U.S. Bancorp in 2003, Mr. Duff

The Board has served inno policy with respect to the combinedseparation of the offices of chairman and chief executive officer, and it believes the determination of whether to combine the roles of chairman and chief executive officer. Since 2006,

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officer is a part of the succession planning process, which the Board oversees. Following Mr. Abraham’s transition to the role as our chief executive officer in January 2018, the Board elected Mr. Abraham as our chairman in May 2019. The Board believes that the combination of the roles under Mr. Abraham provides unified leadership for the Board and the company, with one cohesive vision for our organization. As chairman and chief executive officer, Mr. Abraham helps shape the strategy ultimately set by the entire Board and leverages his operational experience to help balance growth and risk management. We believe that the oversight provided by the Board’s independent directors, the work of the Board’s committees described below, and the coordination between the chief executive officer and the independent directors facilitated by the lead director provides effective oversight of our company’s strategic plans and operations.
The Board has appointed a lead director, of the Board. Ms. Johnson currently serves as the lead director. Thea position which has been held by Mr. Soran since February 2018. Our lead director has the following duties and responsibilities, as further described in our Corporate Governance Principles:

•

presides at all meetings of the Board at which the chairman is not present, including executive sessions of the independent directors, and coordinates the agenda for and moderates these executive sessions;
​
•

•
serves formally as a liaison between the chief executive officer and the independent directors;
​
•


•
monitorssets Board meeting schedules and agendas to ensure that appropriate matters are covered and that there is sufficient time for discussion of all agenda items;
​
•

•
monitors information sent to the Board and advises the chairman as to the quality, quantity and timeliness of the flow of information;
​
•

•
has authority to call meetings of the independent directors; and
​
•

•
if requested by major shareholders, makes herselfhimself available for consultation and direct communication.

The Board believes that Mr. Duff's combined service as chairman and chief executive officer continues to be in the best interests of shareholders and the company given Mr. Duff's perspective and experience, and that the combination of the roles under Mr. Duff provides unified leadership for the Board and the company, with one cohesive vision for our organization. As chairman and chief executive officer, Mr. Duff helps shape the strategy ultimately set by the entire Board and leverages his operational experience to balance growth and risk management. We believe the oversight provided by the Board's independent directors, the work of the Board's committees described below and the coordination between the chief executive officer and the independent directors conducted by the lead director help provide effective oversight of our company's strategic plans and operations. The Board believes having one person serve


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as chairman and chief executive officer is in the best interests of our company and our shareholders at this time; however, the Board has no policy with respect to the separation of the offices of chairman and chief executive officer, and the Board believes the determination of whether to combine the roles of chairman and chief executive officer is a part of the succession planning process, which the Board oversees.

Majority VoteVoting Standard and Director Resignation Policy

Our amended and restated bylaws (the "bylaws"“bylaws”) provide for a majority voting standard in uncontested director elections. Each nominee in an uncontested election will be elected by the vote of a majority of the votes cast with respect to that director'sdirector’s election. For these purposes, a majority of votes cast means that the number of votes cast "for"“for” a director'sdirector’s election exceeds the number of votes cast "against"“against” that director'sdirector’s election. "Abstentions"“Abstentions” and "broker non-votes"“broker non-votes” will not be counted as votes cast either "for"“for” or "against"“against” a director'sdirector’s election. Contested director elections will continue to be decided by a plurality vote. Our bylaws require any director nominee failing to receive a majority of the votes cast in an uncontested director election to promptly tender his or her resignation to the Board. Within 90 days of certification of the election results, the Nominating and Governance Committee will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken, and the Board will publicly disclose its decision regarding the tendered resignation and the rationale behind thesuch decision. The director who tenders his or her resignation will not participate in the recommendation of the Nominating and Governance Committee or the decision of the Board with respect to his or her resignation. For additional information regarding the majority voting standard, see Article II, Section 2.3 of our bylaws.

Board Involvement in Risk Oversight

The company'scompany’s management is responsible for defining the various risks facing the company, formulating risk management policies and procedures, and managing the company'scompany’s risk exposures on a day-to-day basis. The Board'sBoard’s responsibility is to monitor the company'scompany’s risk management processes by informing itself concerning the company'scompany’s material risks and evaluating whether management has reasonable controls in place to address the material risks. The Board is not responsible for defining or managing the company'scompany’s various risks. The Board has allocated responsibility for oversight of specific risks between

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itself and its committees as provided below. Management regularly reports to each committee and the Board concerning the specific risks it oversees. The Board believes this division of responsibilities provides an effective and efficient approach for addressing risk management.

    •
    Board of Directors—The entire Board is responsible for oversight of our major risk exposures related to our corporate strategy.

    •
    Audit Committee—The Audit Committee is responsible for oversight of our risk assessment and management framework, and in that role oversees management's processes for identifying and evaluating our major risks, and the policies, procedures, and practices employed by management to govern the risk assessment and risk management framework. The Audit Committee is also responsible for oversight of the major risk exposures in the areas of market risk, credit risk, liquidity risk, legal and regulatory risk, operational risk, and human capital risks relating to misconduct and fraud.

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​
Board of Directors
Oversees Major Risks
​
​
Corporate Strategy​
​​​
Leadership & Organizational Structure​
​​​
Culture and Corporate Ethics​
​
​​​​​​​​
​
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
​
​
    •
    Compensation Committee—The Compensation Committee is responsible for oversight of our major risk exposures relating to compensation, organizational structure, and succession.

    •
    Nominating and Governance Committee—The Nominating and Governance Committee is responsible for overseeing the Board of Directors' committee structures and functions as they relate to risk oversight.

Meetings of the Non-Employee and Outside Directors

At both the Board and committee levels, our non-employee directors meet regularly in executive sessions in which Mr. DuffMessrs. Abraham, Doyle, and Sterling and other members of management do not participate. Our independent directors meet regularly in executive session without any of Messrs. Duff and Frazier,Abraham, Doyle, or Sterling, the only non-independent directors under New York Stock Exchange rules. Ms. Johnson,Mr. Soran, our lead director, serves as the presiding director at executive sessions of the Board, and the chairperson of each committee serves as the presiding director at executive sessions of thatsuch committee.


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Committees of the Board

We have three standing committees of the Board: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The table below shows the current membership of these committees:

GRAPHIC

[MISSING IMAGE: tm223392d1-tbl_committebw.jpg]
None of Messrs. Duff, Frazier, and Piper do not currentlyAbraham, Doyle, or Sterling serve on any of the committees of the Board.


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    Audit Committee

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.

The Audit Committee has sole authority to retain and terminate the independent auditor and is directly responsible for the compensation and oversight of the work of the independent auditor. In connection with the Audit Committee's determination of whether to retain the independent auditor or engage another firm as our independent auditor, the Audit Committee annually reviews the independent auditor's performance and independence, taking into consideration the following:

    •
    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".

In addition, as discussed above, the Audit Committee is responsible for oversight of our risk assessment and management framework, and in that role oversees management's processes for identifying and evaluating our major risks, and the policies, procedures, and practices employed by management to govern the risk assessment and risk management framework. The Audit Committee is also responsible for oversight of the major risk exposures in the areas of market risk, credit risk, liquidity risk, legal and regulatory risk, operational risk, and human capital risks related to fraud and misconduct.

The Audit Committee also meets with management and the independent auditor to review and discuss the annual audited and quarterly unaudited financial statements, reviews the integrity of our accounting and financial reporting processes and audits of our financial statements, and prepares the Audit Committee Report included in the proxy statement.

The responsibilities of the Audit Committee are more fully described in the Committee's charter. The Audit Committee met ten times during 2016. 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), that all members are financially literate and have the accounting or related financial expertise required by the New York Stock Exchange rules, and that Mr. Taylor qualifies as an "audit committee financial expert" as defined by regulations of the Securities and Exchange Commission.

    Compensation Committee

The Compensation Committee discharges the Board's responsibilities relating to compensation of the executive officers and ensures that our compensation and employee benefit programs are aligned with our compensation and benefits philosophy. These responsibilities also include reviewing and


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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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discussing with management whether the company's compensation arrangements are consistent with effective controls and sound risk management, and overseeing our major risk exposures relating to compensation, organizational structure, and succession. The Committee has full discretion to determine the amount of compensation to be paid to the executive officers. The Committee also has sole authority to evaluate the chief executive officer's performance and determine the compensation of the chief executive officer based on this evaluation. The Committee is responsible for recommending stock ownership guidelines for the executive officers and directors, for recommending the compensation and benefits to be provided to our non-employee directors, for reviewing and approving the establishment of broad-based incentive compensation, equity-based, retirement or other material employee benefit plans, and for discharging any duties under the terms of these plans.

The Committee has delegated authority to our chief executive officer under our Amended and Restated 2003 Annual and Long-Term Incentive Plan (the "Incentive Plan") to allocate awards to employees (other than our executive officers) in connection with our annual restricted stock grants made in the first quarter of each year (as part of the payment of incentive compensation for the preceding year). Under this delegated authority, the Committee approves the aggregate amount of equity to be awarded to all employees other than executive officers, and the chief executive officer approves the award recipients and specific amount of equity to be granted to each recipient. All other terms of the awards are determined by the Committee. The Committee also has delegated authority to the chief executive officer to grant restricted stock awards to employees other than executive officers in connection with recruiting and retention. This delegation permits the chief executive officer to determine the recipient of the award as well the amount of the award, subject to an annual share limitation set by the Committee each year. All awards granted pursuant to this delegated authority must be made in accordance with our equity grant timing policy described below in "Compensation Discussion and Analysis—Compensation Policies—Equity Grant Timing Policy." All other terms of the awards are determined by the Committee.

The work of the 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 and assistant general counsel, who prepare and present information and recommendations for review and consideration by the Committee. These personnel work closely with the 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."

The Compensation Committee has sole authority to engage, retain, and terminate independent compensation consultants, and has retained Frederic W. Cook & Co., to provide strategic planning, market context, and general advice to the Committee with respect to executive compensation, as described below under "Compensation Discussion and Analysis—How Compensation Decisions are Made—Compensation Consultant."

The Compensation Committee reviews and discusses with management the disclosures regarding executive compensation to be included in our annual proxy statement, and recommends to the Board inclusion of the Compensation Discussion and Analysis in our annual proxy statement. The responsibilities of the Compensation Committee are more fully described in the Committee's charter. For more information regarding the Committee's process in setting compensation, please see "Compensation Discussion and Analysis—How Compensation Decisions are Made" below. The Compensation Committee met eight times during 2016. 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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​​​
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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    ​​​
    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).
    		​
    Nominating and Governance Committee

The Nominating and Governance Committee identifies and recommends individuals qualified to become members of the Board and recommends to the Board sound corporate governance principles and practices for Piper Jaffray. In particular, the Committee assesses the independence of our Board members, identifies and evaluates candidates for nomination as directors, responds to director nominations submitted by shareholders, recommends the slate of director nominees for election at the annual meeting of shareholders and candidates to fill vacancies between annual meetings, recommends qualified members of the Board for membership on committees, oversees the director orientation and continuing education programs, reviews the Board's committee structure, reviews and assesses the adequacy of our Corporate Governance Principles, and oversees the annual evaluation process for the chief executive officer, the Board, and Board committees. With respect to risk oversight, the Nominating and Governance Committee is responsible for overseeing the Board's committee structures and functions as they relate to risk oversight. The Nominating and Governance Committee also oversees administration of our related person transaction policy and reviews the transactions submitted to it pursuant to such policy. The responsibilities of the Nominating and Governance Committee are more fully described in the Committee's charter. The Nominating and Governance Committee met eight times during 2016. The Board has determined that all members of the Nominating and Governance Committee are independent (as that term is defined in applicable New York Stock Exchange rules).

      Annual Board Evaluation Process

The Nominating and Governance Committee oversees the Board'sBoard’s annual evaluation process. In connection with this process, every year our lead directorthe Governance Committee chair interviews each director and members of management concerning the effectiveness of the Board and its committees, including in the areas of strategic prioritization, risk oversight, director engagement, and management accountability. Our lead directorThe Governance Committee chair then reviews and discusses information from these interviews with the Board and its committees. Each of our committee chairs includes any feedback received concerning the committee in its annual self-evaluation, which is discussed by each committee at its final meeting of the year.next regular meeting. The results of each committee'scommittee’s self-evaluation are reported to the full Board of Directors at its final meeting of the year.

Board.

Meeting Attendance

Our Corporate Governance Principles provide that our directors are expected to attend meetings of the Board and of the committees on which they serve, as well as our annual meeting of shareholders. Our Board held seven meetings during 2016.2021. Each of our current directors attended at least 75% of the meetings of the Board and the committees on which he or she served during 2016,2021, with the directors collectively attending 97.9%99% of the aggregate number of the meetings held by the Board of Directors and the committees on which they served during the year. All but one of our current directors attendedwho were serving at the time of our 20162021 annual meeting of shareholders.

shareholders attended such virtual meeting.


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Procedures for Contacting the Board of Directors

The Board has established a process for shareholders and other interested parties to send written communications to the Board or to individual directors. Such communications should be sent by U.S. mail to the attention of the Office of the Secretary, Piper JaffraySandler Companies, 800 Nicollet Mall, Suite 1000,


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900, Mail Stop J12NSH, Minneapolis, Minnesota 55402. Communications regarding accounting and auditing matters will be handled in accordance with our Complaint Procedures Regarding Accounting and Auditing Matters. Other communications will be collected by the secretary of the company and delivered, in the form received, to the lead director or, if so addressed, to a specified director.

Procedures for Selecting and Nominating Director Candidates

The Nominating and Governance Committee will consider director candidates recommended by shareholders and has adopted a policy that contemplates shareholders recommending and nominating director candidates. A shareholder who wishes to recommend a director candidate for nomination by the Board at the annual meeting of shareholders or for vacancies on the Board that arise between shareholder meetings must timely provide the Nominating and Governance Committee with sufficient written documentation to permit a determination by the Board whether such candidate meets the required and desired director selection criteria set forth in our bylaws, our Corporate Governance Principles and our Director Nominee Selection Policy described below. Such documentation and the name of the director candidate must be sent by U.S. mail to the Chairperson, Nominating and Governance Committee, c/o the Office of the Secretary, Piper JaffraySandler Companies, 800 Nicollet Mall, Suite 1000,900, Mail Stop J12NSH, Minneapolis, Minnesota 55402.

Alternatively, shareholders may directly nominate a person for election to our Board by complying with the procedures set forth in Article II, Section 2.4 of our bylaws, and with the rules and regulations of the Securities and Exchange Commission.SEC. Under our bylaws, only persons nominated in accordance with the procedures set forth in the bylaws will be eligible to serve as directors. In order to nominate a candidate for service as a director, you must be a shareholder at the time you give the Board notice of your nomination, and you must be entitled to vote for the election of directors at the meeting at which your nominee will be considered. In accordance with our bylaws, director nominations generally must be made pursuant to notice delivered to, or mailed and received at, our principal executive offices at the address above, not later than the 90th day, nor earlier than the 120th day, prior to the first anniversary of the prior year'syear’s annual meeting of shareholders. As a result, any shareholder nominees for election to the Board pursuant to our bylaws must be received no earlier than January 6, 2023, and no later than February 5, 2023. Your notice must set forth all information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including the nominee'snominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

As required by our Corporate Governance Principles and our Director Nominee Selection Policy, when evaluating the appropriate characteristics of candidates for service as a director, the Nominating and Governance Committee takes into account many factors. At a minimum, director candidates must demonstrate high standards of ethics, integrity and professionalism, independence, sound judgment, community leadership and meaningful experience in business, law or finance or other appropriate endeavor. Candidates also must be committed to representing the long-term interests of our shareholders. In addition to these minimum qualifications, the Governance Committee considers other factors it deems appropriate based on the current needs and desires of the Board, including specific business and financial expertise, experience as a director of a public company, and diversity. The Board considers a number of factors in its evaluation of diversity, including geography, age, gender, and ethnicity. Based on these factors and the qualifications and background of each director, the Board believes that its current composition is diverse. As indicated above, diversity is one factor in the total mix of information


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the Board considers when evaluating director candidates. The Governance Committee will reassess the qualifications of a director, including the director'sdirector’s attendance, involvement at Board and committee meetings and contribution to Board diversity, prior to recommending a director for reelection.

re-election.


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Compensation Program for Non-Employee Directors

During 2016,

Our non-employee directors participated in our non-employee director compensation program. Our non-employee director compensation program provides for the annual payments described in the table below.

​​
​​Annual Compensation for Non-Employee Directors for 20162021​
​Board Service​​
Board Service

•


$60,00080,000 cash retainer
​
•

•


$70,00095,000 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​

​

•


$20,00030,000 cash retainer

​
​
​Observer Fees​​
Observer Fees

•


$1,000 cash per committee meeting attended on which director does not serve

(discontinued in May 2021)
​
​

In 2021, all of our non-employee directors participated in the non-employee director compensation program. A director that receives fees for service as a chairperson of a committee does not receive fees for membership on that committee. Non-employee directors who join ourthe Board after the first month of a calendar year are paid a pro rata annual retainer based on the period they serve as a director during the year. The non-employee director compensation program also provides that a non-employee director will receive a one-time $60,000 grant of shares of our common stock on the date of the director's initial election or appointment to the Board. The annual grant of $70,000$95,000 of shares of our common stock is made on the day of our annual meeting of shareholders to all directors whose service continues after that date. In addition, at the time of a director’s initial election to the Board, he or she is granted $60,000 of shares of our common stock. All equity awards granted to our non-employee directors are granted under the Piper Sandler Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan.

In 2016, all of our non-employee directors other than Mr. Frazier participated in the non-employee director compensation program. Mr. Frazier did not participate because he was party to a consulting agreement with Piper Jaffray & Co. That consulting agreement ended on February 26, 2017, and Mr. Frazier began receiving compensation for his Board service under our non-employee director compensation program beginning on March 1, 2017.

Plan (the “Incentive Plan”).

Our non-employee directors may participate in the Piper JaffraySandler Companies Deferred Compensation Plan for Non-Employee Directors, which was designed to facilitate increased equity ownership in the company. The plan permits our non-employee directors to defer all or a portion of the cash payable to them and shares of common stock granted to them for service as a director of Piper JaffraySandler for any calendar year. All cash amounts and share grants deferred by a participating director are credited to a recordkeeping account and deemed invested in phantom shares of our common stock as of the date the deferred fees otherwise would have been paid or the shares otherwise would have been issued to the


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director. Any dividends that we pay on shares of our common stock are also credited as additional phantom shares to the directors'directors’ recordkeeping accounts based on the closing price per share of our common stock on the New York Stock Exchange on the date the dividend is paid. No shares of common stock are reserved, repurchased or issued until the director'sdirector’s service ceases. Following the last day of the year in which the director'sdirector’s service ceases, the director will receive a share of our common stock for each phantom share in their recordkeeping account.

Non-employee directors may participate in our charitable gift matching program, pursuant to which we will match a director'sdirector’s gifts to eligible organizations dollar for dollar from a minimum of $25$50 up to an aggregate maximum of $1,500$5,000 per year. Employees or consultants of Piper JaffraySandler who also serve as directors receive compensation for their service as employees, or consultants, but they do not receive any additional compensation for their service as directors.


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Non-Employee Director Compensation for 20162021

The following table contains compensation information for our non-employee directors for the year ended December 31, 2016.

2021.
​​​​
Fees Earned or
Paid in Cash
​​​​​​​​​​​​​
​Director​​
Annual
Retainer
($)
​​
Additional
Retainer and
Meeting Fees
($)
​​
Stock
Awards(1)(2)
($)
​​
Total
($)
​
​William R. Fitzgerald​​​​80,000​​​​​14,000​​​​​95,012(3)​​​​​189,012​​
​Victoria M. Holt​​​​80,000​​​​​12,000​​​​​95,012(3)​​​​​187,012​​
​Robbin Mitchell(4)​​​​21,042​​​​​1,206​​​​​85,074(3)​​​​​107,322​​
​Addison L. Piper(5)​​​​30,905​​​​​8,000​​​​​—​​​​​38,905​​
​Thomas S. Schreier​​​​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​​
​
 
 Fees Earned or
Paid in Cash		  
  
  
 
Director
 Annual
Retainer
($)		 Additional
Retainer and
Meeting Fees
($)		 Stock
Awards(1)(2)
($)		 All Other
Compensation(3)
($)		 Total
($)		 

William R. Fitzgerald

 ​60,145(4)​13,275(4)(5)​70,029(4)​1,500 ​144,949 

B. Kristine Johnson

  60,000  35,000  70,029  1,500  166,529 

Addison L. Piper

 ​60,000 ​18,000 ​70,029 ​1,500 ​149,529 

Sherry M. Smith

  55,738(6) 14,585(7) 130,051(4)(8) —  200,374 

Philip E. Soran

 ​60,000 ​15,000 ​70,029 ​1,500 ​146,529 

Scott C. Taylor

  60,000  24,878  70,029  —  154,907 

Michele Volpi

 ​60,000 ​15,000 ​70,029 ​1,500 ​146,529 
(1)
(1)
Represents the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718.
​
(2)

(2)
Our non-employee directors hold no outstanding stock option awards.
​
(3)

(3)
Consists of charitable matching contributions made by Piper Jaffray in the amount of $1,500.

(4)
These amounts were deferred pursuant to the Piper JaffraySandler Companies Deferred Compensation Plan for Non-Employee Directors.
​
(4)

(5)
Reflects a pro rata portion of the additional annual cash retainer for the portion of the year that Mr. Fitzgerald served on the Nominating and Governance and Compensation Committees (January 1, 2016 through May 4, 2016), and Audit and Compensation Committees (May 5, 2016 through December 31, 2016).

(6)
Reflects a pro rata portion of the annual cash retainer for the portion of the year
Ms. Smith servedMitchell’s service on the Board (Januarybegan on September 27, 2016 through December 31, 2016).2021.
​
(5)

(7)
Reflects
Mr. Piper did not stand for reelection as a pro rata portion of the additionaldirector at our 2021 annual cash retainer for the portion of the year that Ms. Smith servedmeeting and retired from our Board on May 21, 2021.
​
(6)
Mr. Sterling’s service on the Nominating and Governance and Compensation Committees (May 5, 2016 through December 31, 2016).

(8)
Reflects an initial grant of stock of $60,000Board began on January 4, 2021.
​
(7)
This amount includes a $10,000 charitable donation made by the date of Ms. Smith's election to the Board (January 27, 2016)Company in addition to the annual equity grant made on May 4, 2016.Mr. Sterling’s name.
​

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GRAPHIC

Compensation Discussion and Analysis

Highlights of 2021 Financial Performance
In 2016,2021, for the third consecutive year, we achieveddelivered record financial performance, including record adjusted net revenues of $736 million. We also enjoyedalmost $2 billion.(1) Our performance was driven by strong profitability with adjusted earnings per share of $4.69, an 11% increase from 2015, and an adjusted ROE of 9.2%. These results reflect the diversified nature ofexecution by our talented professionals across our business andlines as we capitalized on the strong performance by our advisory services (i.e., mergers and acquisitions) and public finance businesses, which are two higher margin businesses that we have targeted for growth overopportunities presented throughout the past few years through selective hiring, internal development, and strategic acquisitions. The strength of these businesses ledyear as the U.S. economy continued to recover from the COVID-19 pandemic. Our record years for each and helped to offset challenging marketsresults reflected high demand for our equity financing and asset management businesses. Our adjusted results exclude an $82.9 million non-cash goodwill impairment charge that we took during the year in our Asset Management segment,services, as well as the costs of amortization of intangible assets related to acquisitions, restructuring and acquisition integration costs, and acquisition-related compensation costs primarily resulting from our acquisition of Simmons.*


Highlights of 2016 Financial Performance

The following are the key aspectsbenefits of our 2016 financial performance considered bymore scaled and diversified platform, which we have built and strengthened through a disciplined long-term growth strategy anchored around our Compensation Committee when determining executive officer compensation for 2016:

leading franchises, and strategic acquisitions of complementary, market-leading firms.
​
Adjusted Net Revenues ($M)(1)Adjusted Earnings Per Share

GRAPHIC

GRAPHIC

Adjusted ROE

Total Shareholder Returns (TSR)
(as of 12/31/2016)

GRAPHIC

GRAPHIC

*
Adjusted net revenues, adjusted net income, adjusted earnings per diluted common share, adjusted pre-tax operating income, and adjusted return on average common shareholders' equityROE (which are used throughout this proxy statement) are non-GAAP financial measures and are further defined and reconciled to the most directly comparable GAAP financial measure in the Appendix A to this proxy statement.
​

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​Executive Compensation: Compensation Discussion and Analysis​
​​​
The following were the key aspects of our 2021 financial performance considered by our Compensation Committee (referred to as the “Committee” in this Compensation Discussion and Analysis) when determining executive officer compensation for 2021:
​Adjusted Net Revenues ($M)*​​Adjusted Earnings Per Share*​
​
[MISSING IMAGE: tm223392d1-bc_netrevenpn.jpg]
​​
[MISSING IMAGE: tm223392d1-bc_earningpn.jpg]
​
​Adjusted ROE*​​
Total Shareholder Returns (“TSR”)
(as of 12/31/2021)
​
​
[MISSING IMAGE: tm223392d1-bc_roepn.jpg]
​​
[MISSING IMAGE: tm223392d1-bc_tsrpn.jpg]
​
​
*

From continuing operations only.
​
•

We generated record adjusted net revenues of $736.3 million, which represents 71% growth since 2011. Importantly, this revenue growth primarily has occurred in$1.98 billion, reflecting our higher margin businessesstrong execution during the year and the benefits of advisory servicesthe scaled and public finance, a key component of our strategy to shift our business mix to these areas. These businesses, together with asset management, comprised 65% of our adjusted net revenues in 2016.diversified platform that we have built.
​
•

•
We achieved record adjusted net income of $72.6$399.0 million, adjusted earnings per share of $4.69,$21.92, and an adjusted ROE of 9.2%35.1%, demonstrating the significant operating leverage in our business that we receive from both the higher absolute revenue level we producedour scale and the shiftstrong performance, and our disciplined focus on profitable growth, especially in the mix of these revenues to our higher-margin businessesadvisory and capital markets businesses.
​
•
At the end of advisory services2021, our one-year TSR was 1st among our peer group, our three-year TSR was 2nd among our peer group, and public finance.our five-year TSR was at the 62

nd
•
percentile among our peer group.
​
Our advisory services and public finance businesses both had record years and helped to offset challenging markets for2021 Financial Performance
In 2021, our equity financing and asset management businesses. Our advisory services businessfirm achieved $305 million in revenues in 2016 due to strong results from our healthcare and consumer franchises and from meaningful contributions from our expansion into the energy sector through our acquisition of Simmons, and the financial institutions sector, primarily through organic hiring efforts. Our public finance business achieved debt financing revenues of $115 million in 2016, largely as a result of its focused efforts to build a broad and diversified public finance franchise through geographic and sector expansion.

Importantly, we took several steps in 2016 to execute on our recent organic growth efforts and strategic acquisitions, such as Simmons. Our execution on these initiatives in 2016 drove record adjusted net revenues, adjusted net income, and adjusted earnings per share. AtThese results reflect strong performances across the endbusinesses that make up the scaled and diversified platform that we have built through our long-term growth strategy. We were well positioned through our long-term growth strategy to be able to capitalize on accommodative market conditions through strong execution during the year, which resulted in the best performance in our firm’s history, and our achievement of 2016, our one-long-term strategic goal of exceeding $1 billion in investment banking revenues.


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​Executive Compensation: Compensation Discussion and Analysis​
​​​
More importantly, our financial results outperformed and we grew more in 2021 compared to our peers, which we believe demonstrates the quality of our platform and our momentum in the marketplace as we continue to focus on providing our clients with industry-leading advice, products, and outcomes, and pursue disciplined and profitable growth in our leading franchises.
Since 2018, we have achieved three consecutive years of record financial results. Over that time, we have grown adjusted net revenues from $742.2 million to $1.98 billion (167% growth), three-adjusted net income from $87.4 million to $399.0 million (357% growth), and five-year total shareholder returns ("TSR") wereadjusted earnings per share from $5.72 to $21.92 (283% growth). Just as important, we have grown our number of investment banking managing directors from 90 to 148 (64% growth), and have significantly increased our scale, reach, and relevance in the highest amongmarketplace. These results reflect our focus on growth through hiring and development of productive managing directors, expansion into profitable sector adjacencies, and acquisition and successful integration of leading franchises.
Our record financial performance and execution during the peeryear impacted the level of incentive compensation paid to our executive officers for 2021 performance, as more fully discussed below in this Compensation Discussion and Analysis.
Shareholder Engagement and 2021 Say-on-Pay Vote
In January 2020, we completed our acquisition of Sandler, a leading middle-market investment bank focused on the financial services sector. Sandler represented the best-in-class for the quality of their professionals, the depth of their client relationships, and their industry-leading advice.
The transaction was our largest acquisition since becoming a public company, and a major milestone in our more than 125-year operating history. Sandler and their more than 300 employees now form our financial services group, which is led by Mr. Doyle, a former senior managing principal of Sandler. The results that the Sandler team have achieved in 2020 and 2021 have exceeded our expectations and contributed meaningfully to our firm-wide profitability and culture, and we use for compensation purposes. We believe that the strategy that we set in 2011, which has focused on operating discipline, investment in our higher margin businesses, and execution on opportunistic strategic acquisitions and investments,combination will continue to drivedeliver strong returns for our shareholders.

shareholders over the years to come.

Leading up to our 2021 annual meeting of shareholders, we anticipated that some shareholders might have concerns about the one-time employment agreement that we entered into with Mr. Doyle, our head of financial services group, in connection with the acquisition. Before the 2021 meeting, we reached out to our largest institutional shareholders as well as the leading proxy advisory firms to discuss with them the significance of our acquisition of Sandler, the importance of the employment agreement with Mr. Doyle in the context of the acquisition, and why our Board believed that entering into the employment agreement with Mr. Doyle was in our company’s best interests. Our rationale is more fully described below in the section titled “Why We Entered into the One-Time Employment Agreement with Mr. Doyle.”
Following this engagement, our 2021 say-on-pay proposal received the support of approximately 74% of votes cast in favor of the proposal. Although this level of support was below our historical norm, we believe that it was a positive result, as it showed that the vast majority of our shareholders appreciated the importance of the employment agreement in the context of the acquisition, and of Mr. Doyle in ensuring the successful integration of Sandler into our firm and their performance on our combined platform.
Nevertheless, in response to the lower level of shareholder support received, following last year’s meeting, we sought to engage with our largest institutional shareholders as well as the leading proxy advisory firms to make sure that we understood their concerns with Mr. Doyle’s employment agreement. Our CFO and General Counsel participated in each of these meetings, and the chair of our Compensation Committee participated whenever requested by the shareholder or proxy advisory firm. The summary below highlights the key themes that we heard from our shareholders:

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​​​
​​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.
​
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​​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.​​
Named Executive Officers

Throughout this proxy statement, we refer to our chief executive officer ("CEO"(“CEO”), chief financial officer ("CFO"(“CFO”), and each of our three other most highly compensated executive officers for 2016,2021, collectively as the "named“named executive officers."” In addition to our CEO and CFO, this group includes Chad R. Abraham and R. Scott LaRue,Debbra L. Schoneman, our president, James P. Baker, our global co-headsco-head of investment banking and capital markets, and Frank E. Fairman,Jonathan J. Doyle, our head of public finance.

Executive Compensation Program

Based on feedback that we received from shareholders during 2016, our Compensation Committee has approved significant changes to our executive compensation program that are described later in this proxy statement. Some of these changes have been implemented with respect to 2016 compensation, and the remaining changes will be implemented with respect to 2017 compensation. These changes are not fully reflected in the compensation paid to our executive officers for 2016 performance and reported in this proxy statement because our 2016 executive compensation program was established prior to the May 2016 annual meeting of shareholders.

financial services group.

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

In 2016,2021, consistent with previous years, our named executive officers’ compensation program consisted primarily of three elements: base salary, annual incentive compensation (including cash and restricted compensation), and long-term incentive awards in the form of long-term performance share units ("PSUs"(“PSUs”).

Elements of Our 2016 Executive Compensation Program

​








Base Salary		​
+​		​
Annual Incentive Compensation
+
PSUs
=		Annual
Compensation

Market-competitive
set amount
(unchanged
since 2010)



Pay for performance
based on
profitability and
individual performance



Vestonly if
certain
performance
metrics achieved




Base Salary

Base salaries have not changed since 2010. Salaries provide a market-competitive set amount of cash compensation for each executive that is not variable.		​

Annual
Incentive
Compensation​
​
​Annual Incentive Compensation​​​

Our annual incentive program directly aligns our named executive officers'officers’ annual incentive pay with our pre-tax, pre-profit provision income, a measure of ourfirm-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. While our pre-tax, pre-profit provision income was up approximately 4.3% in 2016, the total annual incentive compensation paid to our named executive officers was down approximately 10.9% from 2015, reflecting the impact of the discretion exercised by our Compensation Committee based on business line and individual performance. Annual incentive compensation is paid in a mix of cash and time-vested restricted compensation.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. Beginning with our February 2017 grant, our PSU award program has been revised to include (1) an adjusted ROE, and (2) a relative TSR performance metric. The PSU award will be earned only if over the 36-month performance period we achieve a certain (1) adjusted ROE andor (2) relative TSR compared to a broad index of financial services companies. In May 2016, our Compensation Committee made its final grant under our historical PSU award program, which vested based on absolute and relative TSR performance metrics. The amount of PSUs awarded to each named executive officer is based on the amount of annual incentive compensation paid to the May 2016 and February 2017 PSU grant was essentially unchanged from 2015.named executive officer.
​

For compensation earned for individual performance in 2021 and paid or granted in February 2022, our named executive officers’ total incentive compensation was paid or granted as follows:
2021 Incentive Compensation Program (paid or granted in February 2022)
[MISSING IMAGE: tm223392d1-fc_totalpn.jpg]
* In accordance with his employment agreement, for 2021 Mr. Doyle received 25% of his performance or restricted compensation in the form of a PSU award, and 75% in time-vested compensation (including shares of Piper Sandler restricted stock and MFRS).

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​Executive Compensation: Compensation Discussion and Analysis

    Overview of Changes to Executive Compensation Program

At the May 2016 annual meeting of shareholders, our say-on-pay proposal received the support of approximately 72% of the votes cast either in favor of, or against, the proposal. From 2013 through 2015, our say-on-pay proposal had received the support of over 97% of the votes cast. In response to the lower level of shareholder support received in 2016, our Compensation Committee (referred to as the "Committee" in this Compensation Discussion and Analysis) sought to engage with our shareholders to determine their concerns with our executive compensation program.

During 2016, we sought out meetings with our 25 largest institutional shareholders representing approximately 50% of our outstanding shares as well as one of the largest proxy advisory firms. Our CFO, Chief Strategy Officer, Chief Human Capital Officer, and General Counsel participated in these meetings. The summary below highlights the key themes that we heard from our shareholders, and the actions that the Committee has taken as a result:

​
Shareholder
Feedback
Compensation
Committee Action
Outcome
​​​​​
Annual Incentives:
Overall, the compensation program design places too much emphasis on short-term performance through annual incentives and not enough on long-term performance.		Decreased time-vested restricted compensation andincreased long-term PSU awards.The Committee revised the executive compensation to reduce the amount of annual incentives paid in time-vested restricted compensation and increase the amount of long-term PSU awards. Beginning with compensation for 2017 performance (which will be granted in February 2018), our named executive officers will receive 50% of their restricted compensation in the form of long-term PSU awards that vest only if certain long-term TSR and adjusted ROE targets are achieved.
​ ​​ ​​
PSU Program Metrics:
The long-term PSU awards should use more than TSR as the sole performance metric.		RevisedPSU award performance metrics to include:

1. Adjusted ROE

2. Relative TSR

The Committee revised the February 2017 PSU award to focus on two key metrics: (1) adjusted ROE and (2) relative TSR. Adjusted ROE was selected because increasing profitability and making efficient use of capital are key priorities for our company. Relative TSR was selected because it shows the returns we are providing our shareholders in relation to a broad index of financial services companies.
​ ​​ ​​
Cap on Cash Incentives:
There should be a cap on the amount of annual incentives that can be paid to executive officers in cash.		Cappedannual cash incentives for our CEO, CFO, and President.The Committee implemented a cap on annual incentives that can be paid in cash to our CEO, CFO, and President at three times of their base salaries, beginning with incentives paid in February 2017 for 2016 performance.

2021 Pay Mix
As illustrated below, the pay mix for all 2021 elements of compensation received by our CEO and by our other named executive officers, as disclosed in the Supplemental Compensation Table below (including the value of the PSU awards granted in February 2022) was significantly weighted toward performance-based compensation:
[MISSING IMAGE: tm223392d1-pc_ceoneopaypn.jpg]
We believe the mix of base salary relative to performance-based compensation in the form of annual incentives and PSU awards illustrated above appropriately balances our goal of aligning pay for performance without encouraging undue risk-taking that can arise from compensation excessively weighted toward performance-based elements. This mix is designed to provide an appropriate and competitive amount of incentives for strong annual performance, while leaving a sufficient level of compensation tied to our long-term performance to retain executives and encourage them to focus on long-term value creation. The balance of these interests is determined by the Committee at its discretion, considering factors including reference to pay practices at our peer group.

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​Executive Compensation: Compensation Discussion and Analysis​
​

The Committee's objective in implementing the changes described above was to respond to the feedback it received during the 2016 shareholder engagement process and further strengthen our pay-for-performance philosophy by designing an executive compensation program that incentivizes strong financial performance, attracts and retains the most talented people who are committed to the long-term success of our company, and is supported by our shareholders. The Committee believes the changes it has made, which are discussed in further detail below, will achieve this objective.

    Changes to Annual Incentive Program

Our annual incentive program has historically used a measure of pre-tax operating income as the performance goal in determining our executive officers' annual incentive compensation. Our annual incentive program's emphasis on profitability, which is a similar focus for our financial services industry peers, means that changes in annual incentives are directly related to changes in our profitability. This design incentivizes our executive officers to increase the profitability of their business lines and of the company overall, which the Committee believes will maximize long-term returns for our shareholders.

Of the annual incentives that are awarded to our executive officers for our profitability, a portion is paid in cash and a portion is paid in time-vested restricted compensation. Of this time-vested restricted compensation, 50% is paid in restricted shares of our common stock. This restricted compensation vests ratably over three years. By paying a portion of annual incentives in time-vested restricted stock, our executive officers are incentivized to achieve long-term returns for our shareholders, as the value of the restricted stock that vests is tied to the performance of our stock price.

Shareholder feedback received:

During our 2016 engagement with shareholders, some shareholders expressed the view that the annual incentive program, which is based on profitability, outweighed our long-term PSU program, which since 2012 has been based on (1) absolute TSR and (2) relative TSR. Their concern with the design of our program was that the proportionally greater amount that executive officers can receive through the annual incentive program versus the long-term PSU program might place too much emphasis on short-term profitability and not enough on long-term performance.

Compensation Committee action:

The Committee determined todecrease the amount of compensation paid out in annual incentives in the form of time-vested restricted compensation (including stock), and toincrease the amount of the long-term PSU awards made to our executive officers. Although we view the time-vested restricted compensation to be performancegranted because it is based on annual profitability, the Committee determined to increase the amount of compensation received in the form of long-term PSU awards that will vestonly if certain performance metrics are achieved, which beginning with the February 2017 grant are (1) adjusted ROE and (2) relative TSR.


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Executive Compensation: Compensation Discussion and Analysis​​​
​

The effect of this change is illustrated by the graphic below:

2016 Annual Incentive Program (paid in February 2017)

GRAPHIC

2017 Annual Incentive Program (to be paid in February 2018)

GRAPHIC

    Changes to Annual Cash Incentives

Under our executive compensation program, as our profitability increases, so too does our executive officers' annual incentive compensation. Between 45 and 60% (depending on the executive officer) of each executive officer's annual incentive compensation is paid in restricted compensation, which is made up of time-vested stock and other time-vested compensation that vests ratably over three years. The remaining 40 to 55% of an executive officer's annual incentive compensation is paid in cash.

Shareholder feedback received:

During our 2016 engagement with shareholders, some shareholders expressed the view that the amount of cash that can be paid to executive officers should be capped.

Compensation Committee action:

The Committee has determined to cap the amount of annual cash incentives that can be paid to our CEO, CFO, and President at three times their base salaries. The Committee made this change after reviewing market-competitive practices within the financial services industry, and believes it appropriately caps the amount of annual incentives paid in cash to those executive officers most responsible for our company's overall financial performance. This change was implemented for annual incentives for 2016 performance, which were paid in February 2017.


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Executive Compensation: Compensation Discussion and Analysis
​

    Changes to Long-Term PSU Program

In 2012, the Committee implemented a long-term performance share unit award, or PSU award, which vestedonly if certain (1) absolute TSR, and (2) relative TSR metrics were achieved during the three-year performance period covered by the award. The Committee implemented the PSU award in order to provide additional long-term incentive compensation to executive officers for achieving certain levels of long-term returns for shareholders. Since 2012, the PSU award program has evolved from its beginning as a means for providing additional long-term incentive compensation for delivering significant returns to shareholders, to become a central component of our executive compensation program and the pay-for-performance philosophy that drives the Committee's determinations of overall executive compensation.

Shareholder feedback received:

During our 2016 engagement with shareholders, some shareholders expressed the view that the absolute TSR metric might not be as relevant to our long-term performance as an operating performance metric aligned with our strategic objectives.

Compensation Committee action:

The Committee has determined to eliminate the absolute TSR performance metric, and to have PSU awards, beginning with the February 2017 grant, vest based on the following metrics: (1) adjusted ROE, and (2) relative TSR. 50% of the PSU award will be tied to each metric. The Committee added adjusted ROE to the award because increasing our profitability and making efficient use of capital are key priorities for our company, and management and the Board uses adjusted ROE to inform its strategic decision-making process. Relative TSR was selected because it shows the returns we are providing our shareholders in relation to a broad index of financial services companies. The vesting thresholds of the metrics (which are described later on in this proxy statement) are intended to be challenging, and to incentivize our executive officers to make strategic and business decisions that will increase our long-term adjusted ROE and provide superior returns to our shareholders.


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Executive Compensation: Compensation Discussion and Analysis

Our Compensation Practices Demonstrate Sound Governance

Our compensation practices demonstrate sound corporate governance. We continually review our executive compensation program to ensure it reflects good governance practices and the best interests of shareholders. Our executive compensation program currently includes:

​​​​​
What we do:
​​​
​
​What we do NOT do:​​

ü​
​
✓		​​
Annual incentivesdirectly tied to our adjusted pre-tax pre-profit provisionoperating income a measureor business line operating performance, each of which are related to our profitability;

​
X​
X
​		​No stand-alone change-in-control agreements;​​

ü​
​
✓		​​
Starting in 2017, long-termLong-term PSU awardsdirectly tied to (1) adjusted ROE, a key operating performance metric, and (2) returns generated for our shareholders as measured by relative TSR;

​
X​
X
No employment agreements with our executives;

ü​
​
Meaningfulannual restricted compensation grantedin lieu of—not in addition to—annual cash incentives;

X

No repricing of underwater stock options;		​​

ü​
​
✓		​​
Stock retentionownership guidelines for executive officers and directors, supplemented with an anti-hedging policy;

​
X​
X
​		​No excessive perquisites; and​​

ü​
​
✓		​​
"“Double trigger"trigger” change-in-control provision for all equity awards; and

​
X​
X
​		​No tax gross-ups, other than in the casehedging transactions, short sales, or pledging of certain tax equalization or relocation expenses, consistent with firm-wide policies.our common stock permitted for any employee, including executive officers;​​

ü​
​
✓		​​
Clawback policy to recover incentive compensation in certain circumstances.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
​​​​​​​​

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Our Compensation Philosophy and Objectives

Our executive compensation program is designed to drive and reward corporate performance annually and over the long term, as measured by increasing shareholder value. Compensation also must be internally equitable and externally competitive. We continually review our executive compensation program to ensure it reflects good governance practicescompetitive and the best interests of shareholders, while meetingmeet the following core objectives:

Core Compensation Principles and Objectives

​
Core Compensation Principles and Objectives​
​​
Principle
Objectives
How We Achieved These 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 pre-profit provision income. Beginning in 2017,operating income or business line performance. In addition, up to half of the PSU award will beis earnedonly if our adjusted ROE meets certain benchmarks.levels.

​​​​​

Pay for
Performance

​
•
Drive
Shareholder
Returns
​

•

Drive
Shareholder
Returns

​		​

Beginning in February 2017, ourOur executive officers are granted a PSU award which vestsonly 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'officers’ performance is also measured against defined objectives in areas such as strategic initiatives, business performance, leadership effectiveness, and internal talent development.

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.

​​​​​

the
Franchise

​

•


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'scompany’s stock price, which makes up a significant portion of our executive officers'officers’ annual incentive compensation in the form of time-vested restricted stock.

​
​​​ ​​

​

Align Risk
and Reward

​

​

•


Foster
Balanced Risk-
Taking

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
​​

Align
Employees
with
Shareholders

•
Encourage Equity Ownership
​

•

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 areis paid in restricted shares of our common stock, and each executive officer is subject to our stock retentionownership guidelines that requires them to hold at least 50%a specified multiple of alltheir base salary in shares of our company stock granted them while they are an executive officer.

​ ​​​​​
​


31

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​
TABLE OF CONTENTS
​Executive Compensation: Compensation Discussion and Analysis​
​​​
​2021 Named Executive Officer Compensation Overview

The table below shows the base salary, annual incentive compensation, and fair value of the long-term incentive award PSU grants that were paid or awarded to each named executive officer in connection with the 2021 executive compensation program. Importantly, this Supplemental Compensation Table differs from the Summary Compensation Table appearing later in this proxy statement.
For example, the “Restricted Compensation Incentive” column in the table below shows the restricted shares of our common stock that were earned as part of the annual incentive compensation program for 2021 performance, but were granted in February 2022. In contrast, the Summary Compensation Table appearing later in this proxy statement shows for 2021 the restricted shares of our common stock that were granted in February 2021, meaning that they were earned as part of the annual incentive compensation program for 2020 performance.
Similarly, the Supplemental Compensation Table below shows in the “Long-Term PSU Award” column the PSUs granted to our executive officers in February 2022. In contrast, the Summary Compensation Table appearing later in this proxy statement shows for 2021 the PSUs granted in February 2021, meaning that they were earned as part of the compensation program for 2020 performance.
This table is not a substitute for the information required by SEC rules, specifically the Summary Compensation Table and the related tables appearing later in this proxy statement. This table does not include compensation information for 2019, which is available the Summary Compensation Table.

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​Executive Compensation: Compensation Discussion and Analysis​
​​​
Supplemental Compensation Table
​​​​​​​​​​​​​​​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​​
​
(1)
2020 base salaries were reduced as a voluntary response to the outbreak of the COVID-19 pandemic.
​
(2)
2021 amounts reflect the cash compensation portion of amounts paid under the 2021 annual incentive compensation program in February 2022.
​
(3)
2021 amounts reflect the value of the time-vested restricted shares of our common stock and restricted investment fund shares granted in February 2022 as the restricted compensation portion of amounts paid under the 2021 annual incentive compensation program.
​
(4)
2021 amounts reflect the value of the PSU awards made in February 2022 as the long-term performance-based portion of amounts paid under the 2021 annual incentive compensation program.
​
(5)
On January 3, 2020, Mr. Doyle was granted a one-time retention award of 124,286 shares of restricted stock from a special employment inducement award pool that was part of the announced transaction terms of our acquisition of Sandler. Mr. Doyle’s retention award ratably vests only if Mr. Doyle remains an employee of our company through the third, fourth, and fifth anniversaries of the closing date.
​

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​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)
​​
​​
[MISSING IMAGE: tm223392d1-bc_pretaxpn.jpg]
​​
[MISSING IMAGE: tm223392d1-bc_namedpn.jpg]
​​
​​*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.​​

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​Executive Compensation: Compensation Discussion and Analysis​
​​​
Relationship between Performance and Total Incentive Pay
The design of our incentive program is intended to directly align pay with performance. Total incentive compensation paid to our executive officers includes compensation from our (1) annual incentive program and (2) long-term PSU award program.
Our annual incentive program is intended to directly align annual incentive pay with a measure of our profitability. Our long-term PSU award program is intended to directly align long-term incentive pay with our (1) adjusted ROE and (2) relative TSR. Each year, annual incentives are determined based on individual and business line operating performance as measured by our adjusted pre-tax operating income. Long-term PSU awards are then granted to our executive officers with values that are tied to the amount of annual incentives that each executive officer earned during that year. The executive officer must then earn the PSU award through long-term performance.
Our annual incentive program measures performance in terms of our adjusted pre-tax operating income. Executive officers receive increased annual incentives when the company (in the case of the CEO, President, and CFO) or his or her business line (in the case of business line leaders) achieves increased annual profitability.

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​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.
​
​​
2021 Compensation Determinations and Relevant Factors
After the Committee reviewed our adjusted pre-tax operating income and business line performance and followed the processes and considered the factors described above under “—How Compensation Decisions are Made,” the following were the material factors that influenced the Committee’s determination of 2021 total incentive compensation for each of the named executive officers:

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​Executive Compensation: Compensation Discussion and Analysis​
​​​
​​​​
Chad R. Abraham
Chairman and CEO​
​​
​
[MISSING IMAGE: ph_chadabrahamnew-bw.jpg]
​​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​
​
​​​​
[MISSING IMAGE: tm223392d1-fc_abrahampn.jpg]
​

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​Executive Compensation: Compensation Discussion and Analysis​
​​​
​​​​
Debbra L. Schoneman
President​
​
​
[MISSING IMAGE: ph_debbraschoneman1-bw.jpg]
​​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​
​
​​​​
[MISSING IMAGE: tm223392d1-fc_aschonepn.jpg]
​

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​Executive Compensation: Compensation Discussion and Analysis​
​​​
​​​​
Timothy L. Carter
CFO​
​​
​
[MISSING IMAGE: ph_timothylcarterv1-bw.jpg]
​​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​
​
​​​​
[MISSING IMAGE: tm223392d1-fc_carterpn.jpg]
​

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​Executive Compensation: Compensation Discussion and Analysis​
​​​
​​​​James P. Baker
Global Co-Head of Investment Banking and Capital Markets		​​
​
[MISSING IMAGE: ph_bakerjames1-bw.jpg]
​​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​
​
​​​​
[MISSING IMAGE: tm223392d1-fc_bakerpn.jpg]
​

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​Executive Compensation: Compensation Discussion and Analysis​
​​​
​​​​
Jonathan J. Doyle
Vice Chairman and Head of Financial Services Group​
​​
​
[MISSING IMAGE: ph_jondoyle-bw.jpg]
​​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​
​
​​​​
[MISSING IMAGE: tm223392d1-fc_doylepn.jpg]
​

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​Executive Compensation: Compensation Discussion and Analysis​
​​​
Annual Incentives Paid in Restricted Compensation
With respect to our annual performance, the Committee determines a total incentive compensation amount that is based on the profitability of the company (with respect to the CEO, President, and CFO) or operating performance of the applicable business line (with respect to business line leaders) and individual performance during the year. Of that total incentive compensation amount, generally between 40% and 55% is paid to each named executive officer in cash as an annual incentive. With respect to the remaining 45% to 60% of the total incentive amount, the Committee then splits this amount between (1) long-term PSU awards and (2) time-vested restricted compensation paid in annual incentives.
As a result, under our typical executive compensation program, even when our named executive officers have very strong business performance in one year, between 45% to 60% of their total incentive compensation has performance-based and time-based vesting conditions. More specifically, each named executive officer generally receives between 22.5% and 30% of his or her total incentive compensation amount in the form of long-term PSU awards.
The time-vested restricted compensation is allocated 50% in restricted shares of our common stock, and 50% in restricted investment fund shares pursuant to our MFRS Plan (as defined below). This restricted compensation vests in three equal annual installments from the date of grant. By paying a portion of annual incentives in time-vested restricted stock, our executive officers are incentivized to achieve long-term returns for our shareholders, as the value of the restricted stock that vests is tied to the performance of our stock price over time. The number of shares of restricted stock granted to each executive officer was determined by dividing the total dollar value designated to be paid out to the executive officer in restricted stock by the closing price per share of our common stock on the New York Stock Exchange on February 15, 2022.
For all grants of restricted shares of our common stock made prior to 2019, executive officers holding such shares receive dividends on those shares at the same rate and time as our other shareholders. Beginning with grants of restricted shares of our common stock made in February 2019, dividends are accrued on the unvested restricted shares and are only be paid out at the time that the underlying restricted shares vest.
Mutual Fund Restricted Share Plan
The Mutual Fund Restricted Share Plan (the “MFRS Plan”) provides that a portion of the restricted compensation granted for annual incentive compensation is paid in the form of restricted shares of selected investment funds. The MFRS Plan provides us another way of increasing retention of our executive officers by deferring a portion of their annual incentive compensation and requiring that they continue working for the company in order to receive it. In 2021, each named executive officer received 50% of their restricted compensation in investment fund shares. The MFRS have the same restrictions that would apply to restricted shares of our common stock and vest ratably over three years from the date of grant. We adopted the MFRS Plan to provide our executives an opportunity to diversify the restricted compensation they receive, and we believe the MFRS Plan will help us attract and retain top talent.
Long-Term PSU Awards
The Committee granted each executive officer’s 2021 PSU award on February 16, 2021 for 2020 performance and 2022 PSU award on February 15, 2022 for 2021 performance. The amount of each PSU award granted to each executive officer is determined in relation to their related annual incentives for the year (which were determined based on profitability and individual performance), resulting in each named executive officer receiving between 22.5% and 36% of his or her total incentive compensation in the form of a PSU award, other than Mr. Doyle who received 10% of his total incentive compensation in the form of a PSU award as provided in his employment agreement.
The grant date fair value of the February 2022 award is reflected in the Supplemental Compensation Table above for 2021 compensation. The grant date fair value of the February 2021 award is reflected in the Summary Compensation Table below for 2021 compensation earned as part of the executive compensation program for 2020 performance.

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​Executive Compensation: Compensation Discussion and Analysis​
​​​
​​
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​​
​​
[MISSING IMAGE: tm223392d1-pc_tsr1pn.jpg]
​​
[MISSING IMAGE: tm223392d1-pc_roe1pn.jpg]
​​
​​Granted February 2022 (for 2021 Performance)​​
​​Piper Sandler Relative TSR Targets​​Piper Sandler Adjusted ROE Targets​​
​​
[MISSING IMAGE: tm223392d1-pc_tsr2pn.jpg]
​​
[MISSING IMAGE: tm223392d1-pc_roe2pn.jpg]
​​
​​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).​​
With respect to the peer group used for relative TSR, our outstanding PSU grants made in February 2019 and earlier use the companies comprising the KBW Capital Markets Index as of the date of the grant. Beginning with the February 2020 grant, the peer group used for relative TSR is made up of the list of companies within the Russell 3000 that have an investment banking GICS code as of the date of the grant. For the February 2021 PSU grant, this peer group was as follows: B. Riley Financial, Cowen Inc., Evercore Inc., The Goldman Sachs Group, Inc., Greenhill & Co., Houlihan Lokey, Lazard Ltd., Moelis & Company, Morgan Stanley, Oppenheimer Holdings, Inc., PJT Partners Inc., Raymond James Financial, Stifel Financial Corp., and StoneX Group Inc.
The PSU awards are intended to directly align the interests of our named executive officers with those of our shareholders by requiring that the company achieve certain levels of (1) adjusted ROE or (2) relative TSR in order to vest. Beginning with the February 2019 grant, the target level of the adjusted ROE metric is set by taking the average of the company’s three-year historical adjusted ROE and a planned level of future adjusted ROE. The Committee believes that the PSU award program incentivizes our executive officers to achieve strong financial performance as measured by adjusted ROE and shareholder returns.
The 36-month performance period is designed to provide management an incentive to focus on our strategic direction, sustained performance, and long-term value creation. The Committee established the

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​Executive Compensation: Compensation Discussion and Analysis​
​​​
vesting performance metrics with the intent that our executive officers will only receive additional long-term incentive compensation above the target amounts of the PSU awards if, over the performance period, we significantly outperform the peer group used for the relative TSR metric and/or achieve an adjusted ROE that exceeds our recent historical and planned future adjusted ROE.
For purposes of the awards, TSR is calculated based on the average closing price per share of our common stock on the New York Stock Exchange during the trailing 60 calendar days as of the beginning and the end of the performance period, and takes into account dividends paid during the performance period. Adjusted ROE under the PSU awards is a non-GAAP financial measure that is calculated based on our reported net income adjusted to eliminate certain expenses and losses that do not relate to our core business. See Appendix A to this proxy statement for a reconciliation of adjusted ROE to the most directly comparable GAAP financial measure.
The PSUs do not provide the recipient any rights as a shareholder such as the right to vote or receive dividends on any shares subject to the PSUs. The PSUs have dividend equivalent rights, which will result in dividends accruing on earned shares that are paid out when and only if those shares ultimately vest.
During 2022, the Committee will review the PSU award metrics, including whether the continued use of adjusted ROE is the appropriate metric. In this context, the Committee will evaluate whether there are other financial performance metrics that the Committee believes would be in the Company’s interest to include in the PSU award in order to incentivize long-term performance and drive shareholder returns.
Other Compensation
Our executives receive only limited perquisites. Executive officers receive limited additional compensation in the form of reimbursement of certain insurance premiums. The cost of these perquisites is included in the “All Other Compensation” column of the Summary Compensation Table in this proxy statement.
How Compensation Decisions are Made
The Committee is responsible for approving the compensation paid to our executive officers and ensuring it meets our compensation objectives. With respect to our CEO, the Committee has sole responsibility for evaluating performance and determining his compensation. In doing so, the chairperson of the Committeelead director solicits evaluation input from each member of the Board of Directors, and also leads a discussion of the full Board reporting on the results of the annual evaluation and reviewing the chief executive officer'sCEO’s self-evaluation.

At the beginning of each year, the Committee approves the amount of incentive compensation to be paid to our executive officers in recognition of prior-year performance, approves their base salaries for the current year if there are changes, and establishes performance goals under an annual incentive program, which has historically been our pre-tax, pre-profit provision income. Subject to limitscompensation targets for the upcoming year based on benchmarking data and the compensation that may be paid under the annual incentive program (as described below under "Executive Compensation Program—2016 Annual Incentive Compensation"), the Committee has full discretion to determine the amount of compensation to be paid to the executive officers.

    company’s financial plan.

Involvement of Executive Officers

The work of the Committee is supported by our human capital department, our finance department, and our legal department. Our Chief Human Capital Officer, CFO, and General Counsel, with input from the CEO, prepare and present information and recommendations for review and consideration by the Committee, including:

•

The annual performance goals to be established under the annual incentive program, which has historically been our a measure of our pre-tax, pre-profit provision income;for each executive officer;
​
•

•
Financial information for the company and each business unit reviewed in connection with executive compensation decisions;
​
•

•
The firms considered in the compensation peer group and financial and compensation data for those firms (including total shareholder returnTSR for those firms as compared to the company);
​
•

•
The performance evaluations and compensation recommendations for the executive officers;
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•
•
Tally sheets specifying each element of compensation paid to the executive officers for the current and prior year and reflecting total proposed compensation and potential compensation under various scenarios; and
​
•

•
The evaluation and compensation process to be followed by the Committee.

​
Compensation Peer Group

The Committee and its independent compensation consultant, with input from management, annually identify a compensation peer group of firms with which we compete for executive talent. As a middle-


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market,middle-market, full-service investment bank, with asset management operations, we believe there are fewa limited number of other companies that are directly comparable to Piper Jaffray.Sandler. Our peer group includes companies primarily consistingconsists of investment banks as well as similar human capital-based financial consulting businesses with revenues and market capitalizations similar to ours, while including representation of companies with asset management operations, which are an important portion of our business.ours. Our 2021 peer group, for 2016 was expanded by two companies: Moelis & Co., and Houlihan Lokey, Inc. Our 2016 peer groupwhich we use to benchmark our 2021 compensation against generally, consisted of the following companies, each of whom we believe are direct competitors for talent in some aspect of our business:

companies:
​2021 Peer Group​
​2016 PeerCanaccord Genuity Group Inc.

Cowen Group, Inc.

JMP Group LLC
Evercore Partners Inc.
FTI Consulting, Inc.
Greenhill & Co.
Houlihan Lokey, Inc.
Jefferies Financial Group Inc.		​​Lazard Ltd.
FBR & Co.
Moelis & Co.
Greenhill & Co.
Oppenheimer Holdings Inc.
Houlihan Lokey,
Perella Weinberg Partners
PJT Partners, Inc.
Stifel Financial Corp.		​

We also may use data from external market surveys reflecting a broad number of firms within our industry (including members of our peer group),to the extent that such surveys are available and provide representative data, and we may review publicly available data for similar companies that are not direct competitors to address issues we may encounter obtaining compensation information for executives holding positions comparable to our executive officers. The external market surveys that we used for 2016 were prepared by McLagan Partners and generally related to our industry and sub-sectors within our industry. We also used the surveys to gather market data outside of our industry in the corporate support area. This peer group and market data is an important factor considered by the Committee when setting compensation, but it is only one of multiple factors considered by the Committee, and the amount paid to each executive may be more or less than the composite market median based on individual performance, firm performance, the roles and responsibilities of the executive, experience level of the individual, internal equity and other factors that the Committee deems important. As such, the Committee uses peer group and market survey information to put the total compensation proposed to be paid to each named executive officer in context of pay ranges for like positions at similar companies, and to confirmconfirms that any variances from median pay levels and market norms are justified in light of the specific circumstances of our financial or business performance and our named executive officers.

Compensation Consultant

The Committee engagedand management use the peer group above for benchmarking compensation levels and firm performance; however, the PSU awards use a broader group of financial services firms for purposes of measuring the relative TSR metric of the PSU awards.

Compensation Consultant
Through 2021, the Committee received advice and recommendations concerning our executive compensation program from Frederic W. Cook & Co., Inc. ("FWC"(“FW Cook”). In January 2022, the Committee engaged Semler Brossy Consulting Group (“Semler Brossy”) as its independent compensation consultant for 2016. consultant.
The Committee considersconsidered advice and recommendations received from FWCFW Cook and Semler Brossy in making executive compensation decisions. FWC does not provideNeither FW Cook nor Semler Brossy provided or provides services to us other than the advice iteach provided or provides to the Committee. The Committee determined that each of FW Cook and Semler Brossy had no conflicts of interest in providing services to the Committee and FWC has advisedwere independent under the Committee thatfactors set forth in the fees and direct expenses received from us during 2016 were less than 1% of FWC's consulting incomeNYSE rules for the period. FWC also has advised us that neither it nor, to its knowledge, any member of its consulting team serving the Committee owns any shares or other securities of Piper Jaffray. After considering the foregoing, as well as FWC's conflict of interest policies and procedures and the lack of known business and personal relationships between FWC, its team members serving the Committee and the members of the Committee and our executive officers, the Committee concluded that FWC's work for the Committee does not raise any conflict of interest concerns.

compensation committee advisors.

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​One-Time Employment Agreement with Mr. Doyle

Say-on-Pay

AtIn connection with our 2016 annual meetingacquisition of shareholders,Sandler in 2020, Mr. Doyle became our say-on-pay proposal received "for" votes that represented approximately 72%vice chairman and head of the aggregate numberfinancial services group, and we appointed him to the Board in January 2020. His leadership has helped to ensure the success of the integration and that Sandler’s business remained stable and productive throughout 2020. Further, Mr. Doyle remains a key producer within the financial services group as he continues to advise clients.

In connection with the acquisition, we made the strategic decision to enter into a special, one-time employment agreement with Mr. Doyle that provides for minimum levels of incentive compensation from 2020 through 2024 while providing us with extensive restrictive covenants, including a five-year non-compete, designed to protect the value paid in the transaction.
Under his employment agreement, Mr. Doyle will receive an annual base salary of $500,000. With respect to 2022, 2023, and 2024, Mr. Doyle’s annual incentive compensation will be no less than $5,000,000 per year, with his incentive compensation being paid in the same mix of cash and performance-based or restricted compensation awards as is paid to our co-heads of investment banking and capital markets. If Mr. Doyle is terminated by the company without cause, he will receive an annual bonus for the year in which he was terminated, but not for any additional years.
Although it is not our practice to enter into an employment agreement with an executive officer that provides for minimum levels of incentive compensation, our Board believed that doing so in this instance was appropriate in light of the transformational nature of our acquisition of Sandler as well as the following considerations:

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​​​​​​Why We Entered into the One-time Employment Agreement with Mr. Doyle​​​​​​
​​​​​​
•
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.
​
​​
Five-Year Transition
[MISSING IMAGE: tm2025328d59-bc_yrtranspn.jpg]
​​​​​​
​​​​​​
•
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.
​
​​​​​​
​​​​​​
•
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.
​
​​​​​​
​​​​​​
•
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.
​
​​​​​​
​​​​​​
•
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.
​
​​​​​​
​​​​​​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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Compensation Policies
Executive Stock Ownership and Prohibition on Hedging and Pledging
We have adopted stock ownership guidelines to ensure that our executives maintain a meaningful equity stake in the company, which aligns management’s interests with those of our shareholders. The guidelines also help to drive long-term performance and strengthen retention. Our stock ownership guidelines generally require that our executive officers own a specific multiple of their annual base salary in shares that voted "for"of our common stock. The ownership multiple is eight times the base salary for our CEO, three times the base salary for each of our President, CFO, and "against"business line heads, and one times the proposal. Basedbase salary for every other executive officer. Whether an executive officer meets the guidelines is determined at the beginning of each year by multiplying his or her share ownership (not including unvested stock awards) by the average daily closing price per share of our common stock on this result, the Committee sought out engagementNew York Stock Exchange for the prior year. If an executive officer is not in compliance with our top 25 shareholders representing approximatelythe stock ownership guidelines, then he or she must retain at least 50% of the shares that voted onequity awarded to them as executive officers through the proposal. Based onIncentive Plan, or acquired upon exercise of stock options, net of taxes and exercise costs. The guidelines apply upon becoming an executive officer and remain in effect while the feedback it received fromindividual serves as an executive officer.
All of our shareholders during 2016, the Committee approved significant changes toemployees, including our executive officers, as well as our non-employee directors are prohibited from hedging, or entering into any short positions or derivative transactions substantially equivalent to short positions (including protective puts), or pledging any shares of our common stock, even shares they can freely sell.
Termination and Change-in-Control Arrangements
We do not have any separate change-in-control agreements (often referred to as “golden parachute” arrangements) that would pay a certain multiple of an executive’s compensation program. A full description(e.g., base salary) upon a change-in-control of the changescompany. In certain instances, award agreements and plans may include provisions regarding the payment of compensation in the event of a termination of employment or a change-in-control of our company as follows:
•
All awards granted under the Incentive Plan contain a “double trigger” provision that provides that awards that are described abovecontinued, assumed or replaced in connection with a change-in-control will vest, be deemed earned or have restrictions lapse only if the award recipient’s employment is terminated involuntarily (other than for “cause”) within 24 months of the change-in-control.
​
•
If a change-in-control occurs during the performance period for the PSUs, then each PSU will be converted into a share of restricted stock with time-based vesting, and, if the executive’s employment with us or one of our affiliates is terminated after the change-in-control and prior to the end of the performance period by us or one of our affiliates without cause, by the executive for good reason, or in connection with the executive’s death, disability or retirement, then all restrictions on such shares of restricted stock will lapse upon such termination.
​
•
Under the Incentive Plan, following a termination of employment (other than as a result of a change-in-control), our restricted stock awards granted as part of our annual incentive program will continue to vest so long as the termination was not for cause and the employee does not violate certain post-termination restrictions for the remaining vesting term of their awards.
​
•
Executive officers who are terminated during the year (other than as a result of a change-in-control) will receive cash and equity compensation for that year under "—Overviewour annual incentive program in the discretion of Changes to Executive Compensation Program."

the Committee.

​
Clawback Policy

Our

The Board of Directors has adopted a clawback policy that allows the Committee to recover incentive compensation from any current or former executive officer if that executive officer engages in intentional misconduct that

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caused or contributed to noncompliance with a financial reporting requirement under the federal securities laws which requires the company to file an accounting restatement with the Securities and Exchange Commission (the "SEC").SEC. If the Committee seeks to recover incentive compensation following an accounting restatement, the amount of incentive compensation subject to recovery would be the amount in excess of what the executive officer would have earned based on the restated financial results as determined by the Committee. In addition, regardless of whether there is an accounting restatement, the Committee may recover incentive compensation from a current or former executive officer if that executive officer engages in fraud, theft, misappropriation, embezzlement or dishonesty to the material detriment of the company'scompany’s financial results as filed with the SEC. The incentive compensation recoverable in this circumstance will be based on the Committee'sCommittee’s determination of the harm caused by the executive officer'sofficer’s conduct and the incentive compensation awarded to the officer with a vesting or performance period during which the conduct took place.


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    2016 Named Executive Officer Compensation Overview

The table below shows the base salary, annual incentive compensation, and fair value of the long-term incentive award PSU grants that were paid or awarded to each named executive officer in connection with the 2016 executive compensation program.Importantly, this supplemental table differs from the Summary Compensation Table appearing later in the proxy statement because it shows in the "Restricted Compensation Incentive" column the restricted shares of our common stock that were earned as part of the annual incentive compensation program for 2016 performance, but were granted in February 2017. In contrast, the Summary Compensation Table appearing later in the proxy statement (in accordance with SEC rules) shows for 2016 the restricted shares of our common stock that were granted in February 2016, meaning that they were earned as part of the annual incentive compensation program for 2015 performance, rather than the shares earned for 2016 performance and granted in February 2017.

Accordingly, the year-over-year changes in compensation in the Supplemental Compensation Table below reflect changes in amounts earned for performance during 2016 and 2015. The table below also includes in the "Restricted Compensation Incentive" column the annual incentive compensation paid in the form of restricted investment fund shares, so it includes both restricted shares of our common stock as well as these restricted investment fund shares. Both the Supplemental Compensation Table below and the Summary Compensation Table appearing later in the proxy statement reflect the restricted investment fund shares for the year in which the performance that gave rise to the award occurred.This table is not a substitute for the information required by SEC rules, specifically the Summary Compensation Table and the related tables appearing later in this proxy statement.


Supplemental Compensation Table

 
  
  
 Annual and Long-Term Incentives  
Name
  
 Base
Salary		 Cash
Incentive(1)		 Restricted
Compensation
Incentive(2)		 Long-Term
PSU Award(3)		 Total with
Base Salary
and PSUs

Andrew S. Duff

 2016 $650,000 $1,563,700 $2,345,000 $600,054 $5,158,754

Chairman and

 2015 $650,000 $1,614,000 $2,421,000 $600,013 $5,285,013

CEO

 2014 $650,000 $1,944,800 $2,917,200 $600,019 $6,112,019

Debbra L. Schoneman

 
2016		 
$500,000		 
$664,875		 
$664,875		 
$300,069		 
$2,129,819

CFO

 2015 $500,000 $685,000 $685,000 $300,006 $2,170,006

 2014 $500,000 $824,000 $824,000 $300,010 $2,448,010

Chad R. Abraham

 
2016
 
$425,000
 
$1,883,750
 
$1,541,250
 
$200,074
 
$4,050,074

Global Co-Head of

 2015 $425,000 $2,241,250 $1,833,750 $200,017 $4,700,017

Investment Banking and

 2014 $425,000 $2,241,250 $1,833,750 $200,006 $4,700,006

Capital Markets

            

Frank E. Fairman(4)

 
2016		 
$425,000		 
$1,142,350		 
$934,650		 
$200,074		 
$2,702,074

Head of Public Finance

            

R. Scott LaRue

 
2016
 
$425,000
 
$1,663,750
 
$1,361,250
 
$200,074
 
$3,650,074

Global Co-Head of

 2015 $425,000 $2,241,250 $1,833,750 $200,017 $4,700,017

Investment Banking and

 2014 $425,000 $2,241,250 $1,833,750 $200,006 $4,700,006

Capital Markets

            
(1)
Amounts reflect the cash compensation portion of amounts paid under the 2016 annual incentive compensation program.

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(2)
Amounts reflect the grant date fair value of the restricted shares of our common stock and restricted investment fund shares granted in February 2017 as the restricted compensation portion of amounts paid under the 2016 annual incentive compensation program. Of the annual incentive compensation awarded to our named executive officers, between 45 and 60% is paid in restricted compensation. The restricted compensation vests ratably over three years from the date of grant.

(3)
Amounts reflect the grant date fair value of the long-term PSU awards made in February 2017, May 2016, and May 2015, respectively. In prior years, the 2016 entry on this table would have shown the May 2016 grant; however, the 2016 entry in this table reflects the February 2017 grant instead. The timing of the inclusion of the PSU awards in this table has been revised as a result of the changes to our executive compensation program approved by the Committee. Beginning with 2017 performance (to be awarded in February 2018), the size of the February PSU award granted to our executive officers is expected to increase meaningfully as annual incentives received in time-vested restricted compensation is reduced, and the amount of the PSU award granted to each executive officer will vary based on their individual and business performance during the prior year. In other words, the amount of the February PSU awards in 2018 will bear a direct relationship with the amount of restricted compensation received for 2017 performance. The timing of the grant and presentation of the PSU awards in the above table was revised in anticipation of these changes. The Summary Compensation Table appearing later in this proxy statement does not show the February 2017 PSU award, and instead shows the May 2016 PSU award for 2016 compensation.

(4)
Mr. Fairman was not designated as one of our named executive officers during 2014 or 2015. Accordingly, the table above includes the compensation of Mr. Fairman only for the year in which he was one of our named executive officers.

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    2016 Annual Incentive Compensation

Our annual incentive program is intended to directly align annual incentive pay with a measure of our profitability calculated for incentive compensation purposes referred to in this proxy statement as "pre-tax, pre-profit provision income." Our pre-tax, pre-profit provision income is our operating income before taxes adjusted to take into account specific, pre-identified items. Due to this design, the annual incentive compensation earned by our executive officers will vary depending on the financial performance of the company and of their business line, as applicable. At the outset of each year, the Committee grants performance-based awards that are earned based on our pre-tax, pre-profit provision income. Consistent with prior years, each award granted to our executive officers for 2016 was for an amount equal to 10% of our 2016 pre-tax, pre-profit provision income, subject to an aggregate limitation of 25% for the group as a whole. The Committee retains sole discretion to reduce the aggregate accrual rate as well as the amount allocated to each named executive officer, and historically the Committee has exercised this negative discretion.


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2016 Annual Incentive Compensation Overview

    •
    Annual incentives aredirectly tied to our pre-tax, pre-profit provision income. Increasing our profitability is a key objective for us as we seek to maximize long-term value for our shareholders.

Pre-Tax, Pre-Profit
Provision Income		Named Executive Officers'
Annual Incentive Awards

GRAPHIC

GRAPHIC
    •
    Because our pre-tax, pre-profit provision income in 2016 was up slightly as compared with 2015, the changes in our named executive officers' annual incentive compensation in 2016 reflected individual compensation decisions made by our Compensation Committee with respect to business and individual performance and other considerations:

    •
    Mr. Duff's annual incentive compensation decreased 3.1%.
    •
    Ms. Schoneman's annual incentive compensation decreased 2.9%.
    •
    Messrs. Abraham's and LaRue's annual incentive compensation decreased 16.0% and 25.8%, respectively.
    •
    Mr. Fairman's annual incentive compensation increased 10.1%.

    •
    Between 45% and 60% of our named executive officers' annual incentive compensation is paid in the form of restricted compensation:

    •
    Of this restricted compensation, 50% is received in restricted shares of our common stock, and 50% is paid in the form restricted investment fund shares.
    •
    All restricted compensation vests ratably over three years from the date of grant.


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The Compensation Committee's Use of Discretion in Setting Annual Incentive Compensation

Although annual incentive compensation is based on company and business line profitability, the Committee exercises discretion that allows it to best align executive officer performance with pay 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:

    •
    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 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. For example, in 2016, the Committee determined to exclude a portion of the additional earnings contributed by Simmons during the year from consideration from the annual incentive compensation for the named executive officers with responsibility for our investment banking and capital markets business to account for the amount of capital that was invested in the business in connection with the acquisition and the returns we expect to receive on that capital investment.

    •
    Our annual incentive compensation program is designed to align risk and reward, and the Committee's use of discretion helps to achieve that goal. For example, in recent years the Committee has taken into consideration certain legal settlement costs when determining to reduce executive officers' annual incentive compensation.

    •
    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 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 significant portion of our executive officers' annual incentive compensation is deferred in time-vested restricted compensation, including Piper Jaffray restricted stock. The Committee believes that this time-vested restricted stock provides significant additional alignment between our executive officer and our company performance, as the ultimate value of the vested shares will be based on our stock price at the time of vesting.


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      Calculation of Pre-Tax, Pre-Profit Provision Income

Pre-tax, pre-profit provision income for purposes of our annual incentive plan equals our total revenues less our total expenses before income taxes, adjusted to eliminate certain compensation and benefits expenses and certain other expenses, losses, income, or gains that are unusual in nature or infrequent in occurrence. The types of adjustments are established at the beginning of each year prior to granting the qualified performance-based awards. We believe that the exclusion of these items from pre-tax, pre-profit provision income more accurately reflects our operating performance for a given year. For 2016, adjustments included the elimination of: (i) losses from the $82.9 goodwill impairment that we recognized in our Asset Management segment during the year; (ii) net income attributable to noncontrolling interests; (iii) amounts expensed during the year under our annual incentive program for participating executive officers; (iv) amortization expense for cash and equity awards granted in connection with acquisitions; (v) amortization expense for acquisition-related intangibles; (vi) restructuring and integration costs; and (vii) amounts expensed during the year in connection with the PSUs granted to participating executive officers.

In applying the formula described above, our pre-tax, pre-profit provision income for 2016 was $122.4 million, which represented a 4.3% increase from the corresponding figure from 2015. The pre-tax, pre-profit provision income for 2016 resulted in a maximum amount payable to each award recipient of $12.2 million, subject to a maximum aggregate payout of $30.6 million for the group as a whole. Consistent with prior years, the Committee paid less than the maximum amount payable for 2016, paying an aggregate of $16.9 million, or 13.8% of our pre-tax, pre-profit provision income for 2016. The table below sets forth a calculation of our pre-tax, pre-profit provision income for 2016 (in thousands):

Operating loss before taxes

($30,874)

Losses related to the impairment of goodwill and other intangible assets


$82,900

Removal of net income applicable to noncontrolling interests


($8,206)

Expense under our annual incentive program


$16,851

Amortization expense for cash or equity awards (including in the MFRS plan) granted in connection with acquisitions


$27,636

Amounts expensed as a result of amortization of acquisition-related intangibles


$21,214

Restructuring and integration costs


$10,206

Expense for PSU grants


$2,678
​​​

Pre-tax, pre-profit provision income


$122,405
​ ​ ​
​ ​ ​
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      Relationship between Performance and Annual Incentive Pay

The design of our annual incentive program is intended to directly align pay with performance, which we measure in terms of our pre-tax, pre-profit provision income. Due to this design, the annual incentive compensation earned by our executive officers will vary depending on the company's pre-tax, pre-profit provision income and the Committee's evaluations of individual executive officer and business line performance. The total annual incentives received by our named executive officers for our 2016 performance decreased 10.9%, while our pre-tax, pre-profit provision income increased 4.3%, each as compared to the corresponding figure from 2015. The total annual incentives paid to our executive officers decreased in 2016 as a result of the Committee's exercise of discretion to reduce annual incentive compensation based on certain compensation considerations.

The following chart highlights how the annual incentive compensation paid to our CEO over the past three years has been aligned with our performance in terms of our pre-tax, pre-profit provision income:

Pre-Tax, Pre-Profit
Provision Income History		CEO Annual Incentive
Compensation History(1)
(amounts below are in thousands)

GRAPHIC

GRAPHIC
(1)
Amounts shown correspond to the figures provided in the Supplemental Compensation Table above.

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      2016 Compensation Determinations and Relevant Factors

After the Committee reviewed our pre-tax, pre-profit provision income and followed the processes and considered the factors described above under "—How Compensation Decisions are Made," the following were the material factors that influenced the Committee's determination of 2016 annual incentive compensation for each of the named executive officers:

Andrew S. Duff
Chairman and CEO
​​​

GRAPHICAndrew S. Duff

2016 Annual Incentive Compensation: Mr. Duff's 2016 annual incentive compensation was down 3.1% from 2015. Although we achieved record adjusted operating results in 2016, Mr. Duff's incentive compensation decreased slightly from 2015 primarily because of the Committee's exercise of its discretion.

2016 Individual Performance Considerations:

•

Achieved record 2016 adjusted earnings of $72.6 million, 10% higher than 2015.

•

Achieved record 2016 adjusted net revenues of $736.3 million, 11% higher than 2015.

•

Led the successful expansion of our investment banking business into the energy and financial institutions sectors through organic hiring efforts and strategic acquisitions, including that of Simmons. The impact of these strategic efforts contributed to our record adjusted 2016 results.

•

Drove our business strategy of increasing our share of revenues from our higher margin advisory services and public finance businesses, which, combined with our asset management business, increased to 65% of our adjusted net revenues during the year.

Mr. Duff's annual incentive compensation was down slightly year-over-year as a result of the Committee's determination to exclude a portion of the additional earnings contributed by Simmons from Mr. Duff's annual incentive compensation to account for the amount of capital that was invested in the business in connection with the acquisition. Mr. Duff's annual incentive compensation was positively influenced by our strong operating results, including record adjusted net revenues and net income, as well as record advisory services (i.e., primarily mergers and acquisitions) revenues of $305 million and debt financing revenues of $115 million, two areas Mr. Duff has prioritized for growth investments. Our 2016 operating results were driven by Mr. Duff's long-term strategic decision to invest in and increase our share of revenues from our higher margin advisory services and public finance businesses, and expand our investment banking business into the energy and financial institutions sectors. In determining Mr. Duff's 2016 annual incentive compensation, the Committee took all of these factors into account.


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Debbra L. Schoneman
CFO
​​​

GRAPHICDebbra L. Schoneman

2016 Annual Incentive Compensation: Ms. Schoneman's 2016 annual incentive compensation was down 2.9% from 2015. Although we achieved record adjusted operating results in 2016, Ms. Schoneman's incentive compensation decreased slightly from 2015 primarily because of the Committee's exercise of its discretion.

2016 Individual Performance Considerations:

•

Led our strategic and financial plan, including firm-wide expense management.

•

Managed our capital and risk management, including a firm-wide risk assessment and risk management framework review.

•

Led her team's successful accounting and control integration of Simmons and other recent acquisitions.

•

Led capital management initiatives, including with respect to our Board's decision to initiate a quarterly dividend in February 2017.

Ms. Schoneman's annual incentive compensation was down slightly year-over-year as a result of the Committee's determination to exclude a portion of the additional earnings contributed by Simmons during the year from Ms. Schoneman's annual incentive compensation to account for the amount of capital that was invested in the business in connection with the acquisition. Ms. Schoneman's annual incentive compensation was positively influenced by her leading role in our strong operating performance in 2016 and execution on our 2016 strategic and financial plan. During the year, she led initiatives aimed at managing and reducing our expenses, and conducting a firm-wide risk assessment and risk management review that improved our view of our company's primary risks. The company also benefited from her leadership and her team's performance in the integration of Simmons. She led our capital management and allocation initiatives during the year, including our Board's decision to initiate a quarterly dividend in February 2017. In determining Ms. Schoneman's 2016 annual incentive compensation, the Committee took all of these factors into account.


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Chad R. Abraham and R. Scott LaRue
Global Co-Heads of Investment Banking and Capital Markets
​​​

GRAPHICChad R. Abraham

GRAPHIC

R. Scott LaRue

2016 Annual Incentive Compensation: Mr. Abraham's 2016 annual incentive compensation was down 16.0% from 2015, and Mr. LaRue's 2016 annual incentive compensation was down 25.8% from 2015. Although our investment banking and capital markets business achieved record advisory services results in 2016, Mr. Abraham's and Mr. LaRue's respective annual incentive compensation decreased significantly from 2016 primarily because of the Committee's exercise of its discretion and recognition of the increased capital invested in our investment banking and capital markets business related to the Simmons acquisition.

2016 Individual Performance Considerations:

•

Achieved record advisory services revenues of $305 million, nearly all of which was attributable to mergers and acquisition and debt capital markets transactions under their management.

•

Led growth of our advisory services business of over 250% since 2013.

•

Led our efforts to successfully integrate Simmons and expand our investment banking platform into the energy and financial institutions sectors.

Messrs. Abraham's and LaRue's annual incentive compensation was down significantly year-over-year as a result of the Committee's determination to exclude a portion of the additional earnings contributed by Simmons during the year from their annual incentive compensation to account for the amount of capital that was invested in the business in connection with the acquisition. Although down significantly, Messrs. Abraham's and LaRue's respective annual incentive compensation was positively influenced by our achievement of record advisory services revenues of $305 million, nearly all of which was attributable to mergers and acquisition and debt capital markets transactions under their management, and their leadership of our acquisition and integration of Simmons, through which we expanded our investment banking business into the energy sector, and our growth efforts through which we expanded into the financial institutions sector. A significant component of our long-term strategy is the growth of our higher-margin advisory services business. Under Messrs. Abraham's and LaRue's leadership, this business has grown over 250% since 2013 as we have made strategic investments for growth and devoted significant efforts to developing, retaining, and hiring senior bankers. In determining Messrs. Abraham's and LaRue's 2016 annual incentive compensation, the Committee took all of these factors into account. The difference in the annual incentive compensation between Mr. Abraham and Mr. LaRue was due to a different apportionment of management responsibilities undertaken by the two during the year.


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Frank E. Fairman
Head of Public Finance
​​​

GRAPHICFrank E. Fairman

2016 Annual Incentive Compensation: Mr. Fairman's 2016 annual incentive compensation was up 10.1% from 2015.

2016 Individual Performance Considerations:

•

Achieved record 2016 revenues for our public finance business, including record debt financing revenues of $115 million, 26% higher than 2015.

•

Led growth in public finance business by 110% since 2011.

•

Achieved a #8 ranking by Thomson Reuters in 2016 as measured by sole or senior negotiated and private placement municipal transaction par value.

•

Achieved a #5 and #6 ranking by Thomson Reuters in 2016 as measured by the number of issuances and total par value, respectively, in which the company acted as a financial advisor.

Mr. Fairman's annual incentive compensation was positively influenced by our achievement of record public finance debt financing of $115 million, nearly all of which was attributable to our public finance investment banking business under his management, as well as strong results by our municipal financial advisory business. A significant component of our long-term strategy is the growth of our higher-margin public finance business. Under Mr. Fairman's leadership, we have grown our public finance business by 110% since 2011 as Mr. Fairman has focused on developing a broad and diversified public finance franchise, hiring senior bankers, and growing our public finance business in the senior living and healthcare sectors. The Committee took all of these considerations into account in determining Mr. Fairman's annual incentive compensation for 2016.

      Annual Incentives Paid in Restricted Compensation

Of the annual incentives that are awarded to our executive officers for our profitability, between 40 and 55% is paid in cash and 45 to 60% is paid in time-vested restricted compensation, with our CEO receiving 60% of his annual incentives in time-vested restricted compensation, our CFO receiving 50% of her annual incentives in time-vested restricted compensation, and the rest of our named executive officers receiving 45% of their annual incentives in restricted compensation. Of this time-vested restricted compensation, 50% is received in restricted shares of our common stock, and 50% is received in restricted investment fund shares pursuant to our MFRS Plan. This restricted compensation vests ratably over three years. By paying a portion of annual incentives in time-vested restricted stock, our executive officers are incentivized to achieve long-term returns for our shareholders, as the value of the restricted stock that vests is tied to the performance of our stock price over time. The number of shares of restricted stock granted to each officer was determined by dividing the total dollar value designated to be paid out to the executive officer in restricted stock by the closing price of our common stock on the NYSE on February 15, 2017. The restricted stock granted to the named executive officers vests in three equal annual installments from the date of grant.


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Executive Compensation: Compensation Discussion and Analysis

As previously discussed in the section "—Overview of Changes to Executive Compensation Program," beginning with 2017 annual incentive compensation, which will be granted in February 2018, our Compensation Committee willreducethe restricted compensation andincreasethe PSU awards received by our executive officers. This change will result in our executive officers receiving an equal amount of restricted compensation and PSU awards, meaning the executive officer will have to earn an increased portion of their total compensation through the PSU awards tied to adjusted ROE and relative TSR performance metrics.

      Mutual Fund Restricted Share Plan

The Mutual Fund Restricted Share Plan, or MFRS Plan, provides that a portion of the restricted compensation granted for annual incentive compensation is paid in the form of restricted shares of selected investment funds, two of which are mutual funds managed by our asset management business. In 2016, each named executive officer received 50% of their restricted compensation in investment fund shares. The mutual fund restricted shares have the same restrictions that would apply to restricted shares of our common stock and vest ratably over three years from the date of grant. We adopted the MFRS Plan to provide our executives an opportunity to diversify the restricted compensation they receive, and believe the plan will help us attract and retain top talent. In addition, two of the investment funds offered by the MFRS Plan are managed by our asset management business, which provides our executive officers the opportunity to invest alongside the clients of our asset management business.

    Long-Term PSU Awards

Since 2012, the Committee has awarded our executive officers long-term incentive compensation in the form of a PSU award. In May 2016, the Committee awarded our named executive officers a long-term PSU award that vests based on the achievement of certain performance-based metrics that our program has used since 2012: (1) absolute TSR; and (2) relative TSR, as measured against a broad index of financial services companies. The grant date fair value of the May 2016 award is reflected in the Supplemental Compensation Table above for 2015 compensation.

Following our 2016 annual meeting of shareholders, we sought engagement with our 25 largest institutional shareholders for their perspectives on our executive compensation program. Some shareholders expressed to us that our PSU award should contain an operating performance metric in addition to absolute and relative TSR. Other shareholders expressed the view that our PSU award program was overshadowed by our annual incentive program. In response to this shareholder feedback, the Committee made two changes to our PSU award program beginning in 2017. First, the Committee has determined to increase the size of the PSU award program and reduce the amount of time-vested restricted compensation received by executive officers. Second, the Committee has added adjusted ROE as a performance metric to our PSU awards, and has eliminated absolute TSR. The Committee added adjusted ROE to the award because increasing our profitability and making efficient use of capital are key priorities for our company, and management and the Board uses adjusted ROE to inform its strategic decision-making process.

As discussed above in the section titled "—Annual Incentives Paid in Restricted Compensation," beginning with annual incentive compensation awarded in February 2018 for 2017 performance, the amount of each executive officer's PSU award will be determined in relationship with his or her annual incentive compensation. In anticipation of this change, the Committee granted the 2017 PSU award on February 15, 2017. The grant date fair value of the February 2017 award is reflected in the Supplemental Compensation Table above for 2016 compensation.


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May 2016 PSU Award Overview

    •
    The May 2016 PSU award vests only if certain (1) absolute TSR, and (2) relative TSR metrics are met.

    •
    Of the PSUs granted in 2013, 100% of the PSUs vested in 2016 based on 34.9% absolute TSR and an 84.5% TSR percentile ranking among our peer group.

Piper Jaffray Relative TSRPiper Jaffray Absolute TSR
GRAPHICGRAPHIC


February 2017 PSU Award Overview

    •
    The February 2017 PSU award vestsonly if certain (1) adjusted ROE, and (2) relative TSR metrics are met.

    •
    The February 2017 PSU award provides for threshold, target, and maximum vesting that would allow executive officers at vesting to receive up to 150% of the target shares granted.

Piper Relative TSRPiper Jaffray Adjusted ROE
GRAPHICGRAPHIC

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).


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The outstanding PSU awards made in May 2014 use substantially the same peer group as described above under "—How Compensation Decisions are Made—Compensation Peer Group," with the exception of the two companies added to our peer group this year. Beginning with the May 2015 grant, the PSU awards use the companies comprising the KBW Capital Markets Index as of the date of grant as the peer group for the relative TSR performance measure.

The 2017 PSU awards are intended to directly align the interests of our named executive officers with those of our shareholders by requiring that the company achieve certain shareholder returns and operating performance in order to vest. The Committee believes that the 2017 PSU award program will incentivize our executive officers to achieve superior financial performance as measured by adjusted ROE and shareholder returns as compared with a broad index of financial services companies.

The 36-month performance period is designed to provide management an incentive to focus on our strategic direction, sustained performance, and long-term value creation. The Committee established the vesting performance metrics with the intent that the executive would only receive significant additional long-term incentive compensation if we significantly outperform the broad index of financial services companies and achieve a superior adjusted ROE over the performance period.

For purposes of the awards, TSR is calculated based on the average closing price during the trailing 60 calendar days as of the beginning and the end of the performance period, and takes into account dividends paid during the performance period. Adjusted ROE under the PSU awards is a non-GAAP measure that is calculated based on our reported net income adjusted to eliminate certain expenses and losses.

The PSUs do not provide the recipient any rights as a shareholder such as the right to vote or receive dividends on any shares subject to the PSUs. Beginning with the February 2017 PSU grant, the PSUs will have dividend equivalent rights, which will result in dividends accruing on earned shares that are paid out when those shares ultimately vest. No dividends are paid on unvested performance shares.


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Executive Compensation: Compensation Discussion and Analysis
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    2016 Pay Mix

As illustrated below, the pay mix for all 2016 elements of compensation received by our CEO and by our other named executive officers, as disclosed in the Supplemental Compensation Table above (including the value of the PSU awards granted in February 2017) was significantly weighted toward performance-based compensation:

                        2016 OTHER NAMED
                        EXECUTIVE
                        2016 CEO                        OFFICERS
                        PAY MIX                        PAY MIX

GRAPHIC

GRAPHIC

We believe the mix of base salary relative to performance-based compensation in the form of annual incentives and PSU awards illustrated above appropriately balances our goal of aligning pay for performance without encouraging undue risk-taking that can arise from compensation excessively weighted toward performance-based elements. We also believe the relative mix of base salary and performance-based compensation is generally in line with the mix paid by our peer group to similarly situated executive officers. The Committee annually reviews our executive compensation process to determine the allocation of our executive compensation between cash and equity.

Each executive officer receives a significant portion of their performance-based compensation in the form of restricted compensation. This restricted compensation includes both restricted shares of our common stock as well as restricted shares of selected investment funds under our MFRS Plan. With respect to the 2016 annual incentive awards, the portion payable to the named executive officers in restricted compensation was 60% for our CEO, 50% for our CFO, and 45% for each of our co-heads of investment banking and capital markets and head of public finance. This mix of forms of annual incentive compensation was consistent with our practice for 2015.

Our CEO receives a relatively greater portion of his performance-based and overall compensation in the form of restricted compensation due to his greater ability to influence our financial performance as well as to most closely align his interests with those of our shareholders through equity ownership. For the other named executive officers, the mix of cash compensation versus restricted compensation, which includes both restricted stock as well as restricted shares of selected investment funds to the extent the executive officer chooses to participate in the MFRS Plan, is designed to provide an appropriate and competitive amount of incentives for positive performance, while leaving a sufficient level of


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compensation tied to our stock price to retain executives and encourage them to focus on long-term value creation. The balance of these interests is determined by the Committee in its discretion, considering factors including reference to pay practices at our peer group.

    Other Compensation

Our executives receive only limited perquisites. Executive officers receive limited additional compensation in the form of reimbursement of dues for club memberships used for business purposes and certain insurance premiums. The cost of these perquisites is included in the "All Other Compensation" column of the Summary Compensation Table in this proxy statement.

We also maintain an international assignment policy that provides benefits for employees working on non-permanent assignments outside their home countries. Under the policy, we assume responsibility for any additional U.S. or foreign taxes that employees incur as a direct result of international assignments, and the employees are responsible for the amount of taxes they would have incurred had they continued to live and work exclusively in the United States. We maintain this policy to encourage employees to accept international assignments that our management believes are in the best interests of our company by mitigating potentially adverse tax consequences that otherwise could result from accepting such assignments. All employees are eligible to participate in our international assignment policy. In 2016, we made certain tax equalization payments on behalf of and to Mr. LaRue as a result of a prior assignment in Hong Kong, as well as other payments on behalf of Mr. LaRue for tax consulting and preparation services during the year.

Some of our executive officers also receive payments from time to time related to historical deferred compensation programs, typically structured as investments made by the company on behalf of certain employees. Certain key employees were eligible to participate in these programs, under which participants were granted one or more deferred awards that were deemed invested in certain measuring investments. No new awards have been granted under these programs since 2000, and participation in these programs is frozen. Following a liquidity event for a particular investment, the participant receives a benefit payment based on the deemed return to the participant and payment of the portion of the participant's account that was deemed invested. Participants may continue to receive payments under the plans until a liquidity event has occurred with respect to each measuring investment. Messrs. Abraham and LaRue received the payouts set forth in the Summary Compensation Table in 2016 in connection with their participation in these programs.

    Termination and Change-in-Control Arrangements

We do not have any separate change-in-control agreements (often referred to as "golden parachute" arrangements) that would pay a certain multiple of an executive's compensation (e.g., base salary) upon a change-in-control of the company. In certain instances, award agreements and plans may include provisions regarding the payment of compensation in the event of a termination of employment or a change-in-control of our company, as follows:


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    •
    All awards granted under the Incentive Plan contain a "double trigger" provision that provides that awards that are continued, assumed or replaced in connection with a change-in-control will vest, be deemed earned or have restrictions lapse only if the award recipient's employment is terminated involuntarily (other than for "cause") within 24 months of the change-in-control.

    •
    If a change-in-control occurs during the performance period for the PSUs, then each PSU will be converted into a share of restricted stock with time-based vesting, and, if the executive's employment with us or one of our affiliates is terminated after the change-in-control and prior to the end of the performance period by us or one of our affiliates without cause, by the executive for good reason, or in connection with the executive's death, disability or retirement, then all restrictions on such shares of restricted stock will lapse upon such termination.

    •
    Under the Incentive Plan, following a termination of employment (other than as a result of a change-in-control), our restricted stock awards granted as part of our annual incentive program will continue to vest so long as the termination was not for cause and the employee does not violate certain post-termination restrictions for the remaining vesting term of their awards.

    •
    Executive officers who are terminated during the year (other than as a result of a change-in-control) will receive cash and equity compensation for that year under our annual incentive program in the discretion of the Committee.

    •
    Our annual performance awards, including the annual qualified performance-based awards under the annual incentive program, will be considered to be earned and payable in full upon a change-in-control, and the awards will be settled in cash or shares, as determined by the Committee, as promptly as practicable. Because annual incentive award payouts are based on pre-tax, pre-profit provision income, which varies from year to year, and because the Committee historically has needed to reduce the size of some awards to comply with the limits on the aggregate amount of incentive compensation that may be paid under the annual incentive program, the specific amounts that would be payable in the event of a change-in-control are indeterminable.

Compensation Policies

    Executive Stock Ownership and Prohibition on Hedging

We have adopted stock retention guidelines to ensure that our executives maintain a meaningful equity stake in the company, which aligns management's interests with those of our shareholders. The guidelines also help to drive long-term performance and strengthen retention. Our stock retention guidelines provide that our executives should retain at least 50% of the equity awarded to them as executive officers through our Incentive Plan, or acquired upon exercise of stock options, net of taxes and exercise costs. The guidelines apply upon becoming an executive officer and remain in effect while the individual serves as an executive officer. Furthermore, all of our executive officers, including our named executive officers, are prohibited from hedging any shares of Piper Jaffray Companies common stock, even shares they can freely sell.


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    Equity Grant Timing Policy

In 2006, we established a policy pursuant to which equity grants to employees will be made only once each quarter, on the 15th calendar day of the month following the public release of earnings for the preceding quarter (or, if the 15th calendar day falls on a weekend or holiday, on the first business day thereafter). This policy covers grants made by the Committee as well as grants made by our CEO to employees other than executive officers pursuant to authority delegated to him by the Committee. We established this policy to provide a regular, fixed schedule for equity grants that eliminates the exercise of discretion with respect to the grant date of employee equity awards.

Policy on Qualifying Compensation for DeductibilityTax Considerations

In connection with the enactment of the Tax Cuts and Jobs Act of 2017 in December 2017, Section 162(m) of the Internal Revenue Code limits deductions(the “Code”) precludes us from taking a federal income tax deduction for non-performance-based annual compensation paid in excess of $1 million to our “covered employees” ​(which as of 2018 includes our named executive officers). Prior to 2018, this deduction limitation did not apply to qualified “performance-based” compensation and a company’s CFO was not considered to be a “covered officer.” Consequently, compensation paid in 2018 and later years to our covered employees, including our named executive officers, who servedin excess of $1 million is not deductible unless it qualifies for transitional relief applicable to certain binding, written performance-based compensation arrangements that were in place as executive officers atof November 2, 2017.
Although deductibility for compensation amounts paid in excess of $1 million for federal corporate tax purposes is no longer available, the end of the preceding fiscal year. Our policy isCommittee will continue to maximize the tax deductibility ofemphasize performance-based compensation paid to these officers when it is consistentthat aligns with ourits pay-for-performance compensation philosophy. The Incentive PlanTherefore, the changes to Section 162(m) did not significantly impact the design of our executive compensation program as described in this Compensation Discussion and the awards we grant thereunder, including our annual incentive awards, are generally designed and administered to qualify compensation as "performance-based" to ensure that the tax deduction is available to the company. From time to time the Committee may authorize payments to the named executive officers that may not be deductible, if they believe such payments are in the interests of shareholders to satisfy our primary objective of attracting and retaining top talent.


Analysis.

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Executive Compensation

Compensation Committee Report

The Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on the foregoing review and discussions, has recommended to the Board of Directors the inclusion of the Compensation Discussion and Analysis in the company's 2016company’s 2021 year-end disclosure documents.

Compensation Committee of the Board of Directors of Piper JaffraySandler Companies
Scott C. Taylor, Michele Volpi,Chairperson
Chairperson
William R. Fitzgerald
Thomas S. Schreier
Sherry M. Smith

Scott C. Taylor
49


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​Executive Compensation​
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Summary Compensation Table

The following table contains compensation information for the fiscal years noted in the table for our CEO, our CFO, and our three other most highly compensated executive officers (each, a named executive officer).

officers.
Name and Principal Position​​Year​​
Salary
($)
​​
Stock
Awards(1)
($)
​​
Option
Awards(1)
($)
​​
Non-Equity
Incentive Plan
Compensation(2)
($)
​​
All Other
Compensation(3)
($)
​​
Total
($)
​
Chad R. Abraham
CEO
​​​​2021​​​​​633,333​​​​​3,085,233​​​​​—​​​​​5,279,167​​​​​140,481​​​​​9,138,214​​
​​​2020​​​​​283,333​​​​​2,522,168​​​​​—​​​​​3,857,000​​​​​31,349​​​​​6,693,850​​
​​​2019​​​​​550,000​​​​​1,578,174​​​​​—​​​​​2,487,500​​​​​26,727​​​​​4,642,401​​
Debbra L. Schoneman President
​​​​2021​​​​​500,000​​​​​1,095,466​​​​​—​​​​​2,500,000​​​​​77,029​​​​​4,172,495​​
​​​2020​​​​​266,667​​​​​922,350​​​​​—​​​​​2,438,000​​​​​32,029​​​​​3,659,046​​
​​​2019​​​​​500,000​​​​​629,871​​​​​—​​​​​1,531,250​​​​​18,078​​​​​2,679,199​​
Timothy L. Carter
CFO
​​​​2021​​​​​425,000​​​​​607,235​​​​​—​​​​​1,671,875​​​​​21,927​​​​​2,726,037​​
​​​2020​​​​​241,667​​​​​479,989​​​​​—​​​​​1,351,000​​​​​10,466​​​​​2,083,122​​
​​​2019​​​​​425,000​​​​​274,239​​​​​—​​​​​796,875​​​​​9,797​​​​​1,505,911​​
James P. Baker
Global Co-Head of
Investment Banking and
Capital Markets
​​​​2021​​​​​425,000​​​​​936,890​​​​​—​​​​​3,362,188​​​​​16,678​​​​​4,740,756​​
​​​2020​​​​​241,667​​​​​797,833​​​​​—​​​​​2,285,500​​​​​15,381​​​​​3,340,381​​
​​​2019​​​​​425,000​​​​​255,044​​​​​—​​​​​1,573,438​​​​​2,885,380​​​​​5,138,862​​
Jonathan J. Doyle
Vice Chairman and Head of Financial Services Group(4)
​​​​2021​​​​​500,000​​​​​2,062,269​​​​​—​​​​​7,687,500​​​​​32,685​​​​​10,282,454​​
​​​2020​​​​​260,898​​​​​9,895,652​​​​​—​​​​​6,621,000​​​​​9,359​​​​​16,786,909​​
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​
Name and Principal Position
 Year Salary
($)		 Stock
Awards(1)
($)		 Non-Equity
Incentive Plan
Compensation(2)
($)		 All Other
Compensation(3)
($)		 Total
($)		 

Andrew S. Duff

 ​2016 ​650,000 ​2,536,851 ​2,736,475 ​66,783 ​5,990,109 

Chairman and

 ​2015 ​650,000 ​2,058,662 ​2,098,200 ​194,599 ​5,001,461 

CEO

 ​2014 ​650,000 ​1,700,913 ​3,403,400 ​312,136 ​6,066,449 

Debbra L. Schoneman

  
2016		  
500,000		  
642,543		  
997,313		  
22,896		  
2,162,752		 

CFO

  2015  500,000  712,029  1,027,500  59,724  2,299,253 

  2014  500,000  490,020  1,236,000  34,028  2,260,048 

Chad R. Abraham

 
​
2016
 
​
425,000
 
​
1,116,898
 
​
2,654,375
 
​
53,635
 
​
4,249,908		 

Global Co-Head of

 ​2015 ​425,000 ​1,116,936 ​3,158,125 ​192,473 ​4,892,534 

Investment Banking

 ​2014 ​425,000 ​948,165 ​3,158,125 ​340,003 ​4,871,293 

and Capital Markets

 ​  ​  ​  ​  ​  ​  

Frank E. Fairman

  
2016		  
425,000		  
624,632		  
1,609,675		  
17,580		  
2,676,887		 

Head of Public Finance(4)

                   

R. Scott LaRue

 
​
2016
 
​
425,000
 
​
1,118,898
 
​
2,334,375
 
​
409,805
 
​
4,288,078		 

Global Co-Head of Investment

 ​2015 ​425,000 ​1,116,936 ​3,158,125 ​270,341 ​4,970,402 

Banking and Capital Markets

 ​2014 ​425,000 ​734,406 ​3,158,125 ​238,942 ​4,556,473 
(1)
(1)
The entries in the "Stock Awards" column“Stock Awards” and “Option Awards” columns reflect the aggregate grant date value of the restricted stock, awardsPSUs, and PSUs granted during 2016stock option awards computed in accordance with FASB ASC Topic 718. SEC rules do not permit inclusion in a given year of stock awards attributable to a particular year'syear’s performance, as is the case for salary and non-equity incentive plan amounts. For example, the restricted stock and PSU grants disclosed in 2021 were made in February 2021, and were related to 2020 performance. See Note 2119 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20162021 for the assumptions used in the valuation of the awards granted during 20162021 in accordance with FASB ASC Topic 718. The grant date fair value of the restricted stock and PSUs granted during February 2021 if target performance and maximum performance is achieved are as follows:  
​
​​​​
Restricted
Stock Awards
(granted in
February 2021
for 2020
performance)
($)
​​
PSUs
(granted in February 2021 for
2020 performance)
​
​Name​​
Target
($)
​​
Maximum
($)
​
​Chad R. Abraham​​​​1,106,828​​​​​1,978,405​​​​​2,967,608​​
​Debbra L. Schoneman​​​​318,102​​​​​777,364​​​​​1,166,098​​
​Timothy L. Carter​​​​176,299​​​​​430,936​​​​​646,403​​
​James P. Baker​​​​285,198​​​​​651,692​​​​​977,589​​
​Jonathan J. Doyle​​​​1,193,969​​​​​868,300​​​​​1,302,450​​
​
(2)

(2)
The amounts in this column include for the applicable year (1)(i) the cash compensation earned under our annual incentive program and (2)(ii) the portion of the annual incentive compensation earned during the year and paid in restricted compensation in the form of restricted investment fund shares under our MFRS planPlan (which was 50% of the restricted compensation for 20162021 annual incentive
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    compensation). The following amounts earned in 2016for 2021 performance were paid to the named executive officers in the form of restricted investment fund shares:shares in February 2022: Mr. Duff: $1,172,775;Abraham: $2,029,167; Ms. Schoneman: $332,438;$500,000; Mr. Abraham: $770,625;Carter: $334,375; Mr. Fairman: $467,325;Baker: $570,938; and Mr. LaRue: $680,625.Doyle: $1,537,500. The mutual fund restricted sharesMFRS vest in three equal annual installments from the date of grant.

(3)

All other compensation for 20162021 consists of the following:
​
​Form of All Other Compensation ($)​​
Chad R.
Abraham
​​
Debbra L.
Schoneman
​​
Timothy L.
Carter
​​
James P.
Baker
​​
Jonathan J.
Doyle
​
​401(k) matching contributions​​​​8,568​​​​​8,568​​​​​8,568​​​​​8,568​​​​​8,568​​
​Life and long-term disability insurance premiums​​​​897​​​​​897​​​​​897​​​​​897​​​​​1,257​​
​
Dividends from restricted shares
of our common stock as well
as accrued cash dividend
equivalents from vested
PSUs
​​​​131,016​​​​​67,564​​​​​12,462​​​​​7,213​​​​​—​​
Form of All Other Compensation ($)
 Andrew S.
Duff		 Debbra L.
Schoneman		 Chad R.
Abraham		 Frank E.
Fairman		 R. Scott
LaRue		 

Club membership dues

 ​4,494 ​— ​— ​2,400 ​— 

401(k) matching contributions

  7,110  7,110  7,110  7,110  7,110 

Life and long-term disability insurance premiums

 ​1,212 ​708 ​708 ​1,212 ​1,212 

Dividends from Mutual Fund Restricted Share Program

  53,717  14,628  15,580  6,558  39,103 

Employer Health Savings Account Contribution

 ​250 ​450 ​450 ​300 ​950 

Other

  —  —  29,787  —  361,430 

    Mr. Doyle’s all other compensation includes personal use of aircraft that the company has use of under a contract with FlexJet. Under this contract, the company pays certain hourly and monthly fees for its use of two different airplanes. The "Other" amounts identified inincremental cost to the table above reflect (i) a paymentcompany of $29,787 to Mr. Abraham from his proportionate shareDoyle’s personal use of a venture capital fund carried interest heldaircraft during 2021 was $22,860, which represented the sum of the hourly charges associated with Mr. Doyle’s personal flights during the year. The incremental cost excludes monthly fees because such fees do not change based on usage. The value of Mr. Doyle’s personal use of aircraft under the FlexJet arrangement is imputed for federal income tax purposes as income based on Internal Revenue Service guidelines using Standard Industry Fare Level rates, which are determined by the U.S. Department of Transportation. We do not reimburse or otherwise gross-up any income tax owed for personal use of the aircraft.

(4)
Mr. Doyle became an employee of our company as part of a compensation program implemented prior to our spin-off from U.S. Bancorp on December 31, 2003; (ii) a payment of $1,568 to Mr. LaRue related to a legacy deferred compensation program adopted prior to our spin-off from U.S. Bancorp,in January 2020, and described above in "Compensation Discussion and Analysis—Executive Compensation Program—Other Compensation"; and (iii) a $359,862 benefit to Mr. LaRue, of which $304,905 was related to tax equalization payments made by us related to his international assignment to Hong Kong in prior years for work on our behalf, and $54,957 was related to additional tax consulting and preparation services we provided on Mr. LaRue's behalf during the year.

(4)
Mr. Fairmantherefore was not a named executive officer for 2014 or 2015.2019. Accordingly, the table above includes the compensation of Mr. FairmanDoyle only for the year inthose years during which he was one of oura named executive officers.
officer.
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Grants of Plan-Based Awards

The following table provides information regarding the grants of plan-based awards made to the named executive officers during the year ended December 31, 2016.

2021.
Name​​Grant Date​​
Compensation
Committee
Approval
Date
​​
Estimated
Future
Payments
Under
Non-Equity
Incentive
Plan
Awards($)(1)
​​
Estimated Future Payouts
Under Equity Incentive Plan
Awards (#)(2)(3)
​​
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(4)
​​
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
​​
Exercise
Price of
Option
Awards
($/share)
​​
Grant
Date Fair
Value of
Stock
and
Option
Awards
($)(5)
​
​Threshold​​Target​​Maximum​
Chad R. Abraham​​​​—​​​​​—​​​​​5,279,167​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​2/16/2021​​​​​2/10/2021​​​​​—​​​​​9,540​​​​​19,080​​​​​28,620​​​​​—​​​​​—​​​​​—​​​​​1,978,405​​
​​​2/16/2021​​​​​2/10/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​10,428​​​​​—​​​​​—​​​​​1,106,828​​
Debbra L. Schoneman​​​​—​​​​​—​​​​​2,500,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​2/16/2021​​​​​2/10/2021​​​​​—​​​​​3,749​​​​​7,497​​​​​11,246​​​​​—​​​​​—​​​​​—​​​​​777,364​​
​​​2/16/2021​​​​​2/10/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​2,997​​​​​—​​​​​—​​​​​318,102​​
Timothy L. Carter​​​​—​​​​​—​​​​​1,671,875​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​2/16/2021​​​​​2/10/2021​​​​​—​​​​​2,078​​​​​4,156​​​​​6,234​​​​​—​​​​​—​​​​​—​​​​​430,936​​
​​​2/16/2021​​​​​2/10/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​1,661​​​​​—​​​​​—​​​​​176,299​​
James P. Baker​​​​—​​​​​—​​​​​3,362,188​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​2/16/2021​​​​​2/10/2021​​​​​—​​​​​3,143​​​​​6,285​​​​​9,428​​​​​—​​​​​—​​​​​—​​​​​651,692​​
​​​2/16/2021​​​​​2/10/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​2,687​​​​​—​​​​​—​​​​​285,198​​
Jonathan J. Doyle​​​​—​​​​​—​​​​​7,687,500​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​2/16/2021​​​​​2/10/2021​​​​​—​​​​​4,187​​​​​8,374​​​​​12,561​​​​​—​​​​​—​​​​​—​​​​​868,300​​
​​​2/16/2021​​​​​2/10/2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​11,249​​​​​—​​​​​—​​​​​1,193,969​​
​
Name
 Grant Date Compensation
Committee
Approval Date		 Estimated
Possible
Payouts
Under
Incentive
Plan Awards
Maximum
($)(1)		 Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards
Maximum
(#)(2)		 All Other
Stock
Awards:
Number of
Shares of Stock
or Units
(#)(3)		 Grant Date
Fair Value of
Stock
Awards
($)(4)		 
Andrew S. Duff ​5/15/2016 ​5/4/2016 ​— ​30,106 ​— ​600,013 
​ ​2/23/2016 ​2/23/2016 ​12,240,600 ​— ​— ​— 
​ ​2/16/2016 ​1/28/2016 ​— ​— ​46,581 ​1,936,838 
Debbra L. Schoneman  5/15/2016  5/4/2016  —  15,053  —  300,006 
   2/23/2016  2/23/2016  12,240,600  —  —  — 
   2/16/2016  1/28/2016  —  —  8,238  342,537 
Chad R. Abraham ​5/15/2016 ​5/4/2016 ​— ​10,036 ​— ​200,017 
​ ​2/23/2016 ​2/23/2016 ​12,240,600 ​— ​— ​— 
​ ​2/16/2016 ​1/28/2016 ​​ ​— ​22,051 ​916,881 
Frank E. Fairman  5/15/2016  5/4/2016  —  10,036  —  200,017 
   2/23/2016  2/23/2016  12,240,600  —  —  — 
   2/16/2016  1/28/2016     —  10,212  424,615 
R. Scott LaRue ​5/15/2016 ​5/4/2016 ​— ​10,036 ​— ​200,017 
​ ​2/23/2016 ​2/23/2016 ​12,240,600 ​— ​— ​— 
​ ​2/16/2016 ​1/28/2016 ​​ ​— ​22,051 ​916,881 
(1)
(1)
The amounts in this column reflect an estimatethe (i)  cash compensation earned under our annual incentive program for 2021 performance and (ii)  portion of the maximum combined value of the cash and restricted compensation that would have been payable to the named executive officers under qualified performance-based awards granted to the named executive officers for 2016 performance under the annual incentive program, calculated using our actual 2016 performance. Because the potential amounts payable under the qualified performance-based awards are statedcompensation earned for 2021 performance and paid in restricted compensation in the form of restricted investment fund shares under our MFRS Plan (which was 50% of the restricted compensation for 2021 annual incentive program as a percentage of pre-tax, pre-profit provision income that can only be decreased, and not increased, from that maximum level, and because actualcompensation). These amounts paid below this maximum level are within the full discretion of the Committee, there are no identifiable threshold or target amounts under the awards, and the maximum amounts actually payablecorrespond to the named executive officers pursuant toamounts disclosed under “Non-Equity Incentive Plan Compensation” for 2021 in the awards for 2016 performance were indeterminable at the time the awards were granted.Summary Compensation Table above.
​
(2)

(2)
The amounts in this column reflect the number of PSUs granted to the named executive officers in May 2016,on February 16, 2021, which will be earned and vest based on our total shareholder returnadjusted ROE and our TSR as measured on an absolute anda relative basis compared to a broad indexother companies within the Russell 3000 that have an investment banking GICS code as of financial services companiesthe date of the grant over a 36-month performance period. The number of PSUs granted to each named executive officer was determined by dividing a dollar value for the executive'sexecutive’s award by the fair market value of a PSU, rounded up to the nearest whole PSU. The fair market value of $19.93 for each PSU granted in 2016on February 16, 2021, was $103.69. The 50% portion of the award that vests based on relative TSR was determined to have a fair market value of $50.62 per PSU, and was determined by using a Monte Carlo simulation, which assumed a risk-free interest rate of 0.98 percent 0.23%and expected stock price volatility of 34.9 percent.43.2%. The remaining 50% of the award that vests based on adjusted ROE was determined to have a fair market value of $53.07 per PSU, and was determined based on the $106.14 closing price of a share of our common stock on the New York Stock Exchange on February 16, 2021. The number of PSUs reflected in the

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​

    table above represents the threshold, target, and maximum number of shares of common stock that may be issued pursuant to the PSU awards. awards depending on the performance metrics that are achieved. If the performance metrics that are achieved for the adjusted ROE and/or the relative TSR measures exceed the target amounts, then the maximum number of shares of common stock that can be earned under the PSU awards are 150% of the target number of shares.

​
(3)
The May 2016February 2021 PSUs do not provide any voting rights, orbut do provide the recipient with dividend equivalent rights, to receive dividends untilwhich will be paid out in cash at the PSUsend of the performance period only on those shares that are ultimately earned and vested.vested under the award. For a more complete description of the PSUs, see "Compensation“Compensation Discussion and Analysis—Long-Term PSU Awards."

(3)
”
​
(4)
The amounts in this column reflect equity compensation paidrestricted company common stock awards granted to the named executive officers in 2016 pursuant to annual qualified performance-based awards granted to these officers in 2015 under our annual incentive program.February 2021 based on their 2020 performance. The shares of restricted stock were granted to these officers on February 16, 2016 following the Compensation Committee's certification of the attainment of 2015 annual financial performance goals established by the Committee under the annual incentive program.2021. All of the restricted stock was granted under the Incentive Plan and will vest in three equal installments on February 16th of each of 2017, 20182022, 2023, and 2019,2024, assuming the award recipient complies with the terms and conditions of the applicable award agreement. The restricted stock awards are subject to forfeiture prior to vesting following certain terminations of employment or in the event the award recipient is terminated for cause, misappropriates confidential company information, participates in or is employed by a talent competitor of Piper Jaffray,Sandler, or solicits employees, customers or clients of Piper Jaffray,Sandler, all as set forth in more detail in the applicable award agreement. Recipients have the right to vote all shares of Piper JaffraySandler restricted stock they hold, and tobut do not receive accrued dividends onuntil the restricted stock at the same rate paid to our other shareholders.shares vest. The number of shares of restricted stock awarded to each named executive officer for the 2015 qualified performance-based awards2020 performance was determined by dividing specified dollar amounts representing a percentage of the individual'sindividual’s total annual incentive compensation for 20152020 by $41.58,$106.14, the closing price of our common stock on the New York Stock Exchange on the February 16, 20162021 grant date.
​
(5)

(4)
The grant date fair value is generally the amount the company would expense in its financial statements over the award'saward’s service period under FASB ASC Topic 718.
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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning equity awards held by the named executive officers that were outstanding as of December 31, 2016.

2021.
​​​​Option Awards​​Stock Awards​
​Name​​
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)
​​
Option
Exercise
Price
($)
​​
Option
Expiration
Date
​​
Number of
Shares of
Stock That
Have Not
Vested(2)
(#)
​​
Market Value
of Shares of
Stock That
Have Not
Vested(3)
($)
​​
Equity Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or Other
Rights That Have
Not Vested
(#)(4)
​​
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(3)
​
​Chad R. Abraham​​​​16,333​​​​​32,667​​​​​99.00​​​​​2/15/2028​​​​​19,270​​​​​3,439,888​​​​​52,609​​​​​9,391,233​​
​Debbra L. Schoneman​​​​10,889​​​​​21,778​​​​​99.00​​​​​2/15/2028​​​​​6,311​​​​​1,126,577​​​​​20,228​​​​​3,610,900​​
​Timothy L. Carter​​​​—​​​​​—​​​​​—​​​​​—​​​​​3,305​​​​​589,976​​​​​11,525​​​​​2,057,328​​
​James P. Baker​​​​—​​​​​—​​​​​—​​​​​—​​​​​5,890​​​​​1,051,424​​​​​15,926​​​​​2,842,950​​
​Jonathan J. Doyle​​​​—​​​​​—​​​​​—​​​​​—​​​​​135,535​​​​​24,194,353​​​​​8,374​​​​​1,494,843​​
​
 
 Option Awards Stock Awards 
Name
 Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable		 Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable		 Option
Exercise
Price
($)		 Option
Expiration
Date		 Number of
Shares of
Stock
That
Have Not
Vested(1)
(#)		 Market Value
of Shares of
Stock That
Have Not
Vested(2)
($)		 Equity Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or Other
Rights That Have
Not Vested
(#)(3)		 Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(2)		 
Andrew S. Duff ​9,641 ​— ​70.13 ​2/15/2017 ​73,327 ​5,316,208 ​83,212 ​6,032,870 
Debbra L. Schoneman  —  —  —  —  14,789  1,072,203  41,606  3,016,435 
Chad R. Abraham ​— ​— ​— ​— ​39,329 ​2,851,353 ​27,738 ​2,011,005 
Frank E. Fairman  —  —  —  —  13,350  967,875  27,738  2,011,005 
R. Scott LaRue ​— ​— ​— ​— ​37,553 ​2,722,593 ​27,738 ​2,011,005 
(1)
(1)
The stock options vest in three equal installments on February 15 of each of 2021, 2022, and 2023.
​
(2)
The shares of restricted stock vest on the dates and in the amounts set forth in the table below, so long as the award recipient complies with the terms and conditions of the applicable award agreement.
​
​Vesting Date​​Chad R. Abraham​​Debbra L. Schoneman​​Timothy L. Carter​​James P. Baker​​Jonathan J. Doyle​
​February 16, 2022​​​​9,090​​​​​3,132​​​​​1,582​​​​​3,068​​​​​3,749​​
​January 17, 2023​​​​—​​​​​—​​​​​—​​​​​—​​​​​41,428​​
​February 16, 2023​​​​6,704​​​​​2,180​​​​​1,169​​​​​1,926​​​​​3,750​​
​January 17, 2024​​​​—​​​​​—​​​​​—​​​​​—​​​​​41,429​​
​February 16, 2024​​​​3,476​​​​​999​​​​​554​​​​​896​​​​​3,750​​
​January 17, 2025​​​​—​​​​​—​​​​​—​​​​​—​​​​​41,429​​
​
Vesting Date
 Andrew S. Duff Debbra L. Schoneman Chad R. Abraham Frank E. Fairman R. Scott LaRue
February 16, 2017 15,527 2,746 7,350 3,404 7,350
February 17, 2017 8,799 2,485 5,531 984 5,531
February 18, 2017 9,148 1,580 6,216 1,170 4,440
February 16, 2018 15,527 2,746 7,350 3,404 7,350
February 17, 2018 8,799 2,486 5,531 984 5,531
February 16, 2019 15,527 2,746 7,351 3,404 7,351
(3)
(2)
The values in this columnthese columns are based on the $72.50$178.51 closing sale price of a share of our common stock on the New York Stock Exchange on December 31, 2016.2021.
​
(4)

(3)
The numbers in this column reflect the number of PSUs awarded in MayFebruary of 2014, 2015,2019, 2020, and 20162021 that will vest on May 14February 28 of 2017, 2018,2022, 2023, and 2019,2024, respectively, to the extent earned in accordance with the total shareholder return requirements established forperformance metrics over the three-year performance period. These performance metrics are adjusted ROE and relative total shareholder return. The number of PSUs shown represents the target number of shares of common stock that may be issued pursuant to such award depending on the performance metrics that are achieved.
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Option Exercises and Stock Vested

The following table sets forth certain information concerning stock options exercised and restricted stock and PSU awards vested during the year ended December 31, 2016.

2021.
​​​​
Option Awards(1)
​​Stock Awards​
​Name​​
Number of Shares
Acquired on Exercise
(#)
​​
Value
Realized on Exercise
($)
​​
Number of Shares
Acquired on Vesting
(#)
​​
Value
Realized on Vesting(2)
($)
​
​Chad R. Abraham​​​​—​​​​​—​​​22,518​​2,400,672​
​Debbra L. Schoneman​​​​—​​​​​—​​​11,180​​1,190,851​
​Timothy L. Carter​​​​—​​​​​—​​​2,420​​258,691​
​James P. Baker​​​​—​​​​​—​​​3,880​​418,380​
​Jonathan J. Doyle​​​​—​​​​​—​​​—​​—​
​
 
 Option Exercises Stock Awards 
Name
 Number of Shares
Acquired on Exercise
(#)		 Value
Realized on Exercise(1)
($)		 Number of Shares
Acquired on Vesting
(#)		 Value
Realized on Vesting(2)
($)		 
Andrew S. Duff 32,149 782,906 52,952 1,845,816 
Debbra L. Schoneman — — 19,746 832,970 
Chad R. Abraham — — 23,735 997,787 
Frank E. Fairman — — 14,277 601,377 
R. Scott LaRue — — 22,051 1,039,475 
(1)
(1)
The value realized upon exercise of theThere were no stock options reflects the difference between the market price of Piper Jaffray Companies common stock at the time of exercise and the exercise price of the option.exercised by our named executive officers during 2021.
​
(2)

(2)
The value realized upon vesting of the restricted stock awards is based on the $41.58, $41.95, and $41.87$107.83 closing sale price of a share of our common stock on the New York Stock Exchange on February 16, 17, and 18, 2016,12, 2021, the three datesdate during which the New York Stock Exchange was open immediately preceding the date on which restricted stockthe awards granted in previous years vested. In addition, 100%129% of the PSUs that were granted to our executive officers in May 2013February 2018 vested following the certification by our Compensation Committee that certain total shareholder return and ROE metrics were met, and each PSU that vested was settled in a share of our common stock. The value realized upon settlement of the PSUs is based on the $42.33$105.99 closing sale price of a share of our common stock on the New York Stock Exchange on June 1, 2016.February 25, 2021.

​
Non-QualifiedNonqualified Deferred Compensation Plans

In June 2013, we adopted the Piper JaffraySandler Companies Deferred Compensation Plan (the "Deferred“Deferred Compensation Plan"Plan”). The Deferred Compensation Plan is intended to be an "unfunded"“unfunded” plan, and, subject to the terms and conditions set forth in the Deferred Compensation Plan, each eligible participant maycould elect to defer a maximum of 50% of their salary or 90% of the cash award they receive under the annual incentive program. Deferrals under the Deferred Compensation Plan are fully vested at all times, and are credited to a deferral account maintained for each participant. Each participant has the opportunity to select from notional investment options determined by the plan administrator, and the amounts credited to their deferral accounts are adjusted periodically to reflect earnings and losses calculated based on the market return of the notional investment options selected by the participant. The notional investment options available under the Deferred Compensation Plan are similar to those offered under the company'scompany’s 401(k) plan, except that the self-directed brokerage feature is not available. Participants may make investment changes at any time. With certain exceptions, deferral accounts are paid or commence payment upon a fixed payment date, as elected by the participant, or upon the participant'sparticipant’s retirement. Participants generally may elect that payments be made in a single lump sum or in annual installments over a period of between two and ten years, however, payment will be made in a lump sum upon the termination of a participant'sparticipant’s employment for any reason other than retirement.

In 2017, the Committee approved the discontinuance of future deferral elections by participants for performance periods after December 31, 2017.

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​​​
​

The following table summarizes information with respect to the participation of the named executive officers in the Piper Jaffray Companies Deferred Compensation Plan for the year ended December 31, 2016.

2021.
​Name​​
Executive
Contributions in
Last Fiscal Year
($)
​​
Aggregate Earnings in
Last Fiscal Year
($)(1)
​​
Aggregate
Withdrawals/Distributions
in Last Fiscal Year
($)
​​
Aggregate Balance at
Last Fiscal Year End
($)
​
​Chad R. Abraham​​​​—​​​​​—​​​​​—​​​​​—​​
​Debbra L. Schoneman​​​​—​​​​​—​​​​$357,900.57​​​​​—​​
​
Name
 Executive
Contributions in
Last Fiscal Year
($)(1)		 Aggregate Earnings in
Last Fiscal Year
($)(2)		 Aggregate Balance at
Last Fiscal Year End
($)(3)
Andrew S. Duff — — —
Debbra L. Schoneman 242,500 116,729 934,835
Chad R. Abraham 448,250 236,501 1,973,942
Frank E. Fairman — — —
R. Scott LaRue 1,793,000 574,945 5,041,822
(1)
(1)
The amounts reported in this column are reported as "Non-Equity Incentive Compensation" for 2015 in the Summary Compensation Table above to the extent thatNone of the named executive officer's 2015officers had any aggregate earnings on their deferred compensation was required to be disclosed.

(2)
in 2021. The amounts reported in this column werecompany does not reportedreport aggregate earnings or withdrawals in the Summary Compensation Table as part of each named executive officer'sofficer’s compensation for year the ended December 31, 2016 because the company does not pay guaranteed, above-market or preferential earnings on deferred compensation.

(3)
The amounts reported in this column for each named executive officer include total amounts deferred from non-equity annual incentive compensation and the returns of each named executive officer on those amounts deferred based on the performance of their notional investment selections.

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Potential Payments Upon Termination or Change-in-Control

The following table sets forth quantitative information with respect to potential payments to be made to each of the named executive officers or their beneficiaries upon termination in various circumstances, assuming termination on December 31, 2016.2021. In the following table, unless indicated otherwise, all equity is listed at its dollar value as of December 31, 2016.

2021, of $178.51.
​​​​Type of Termination​
​Name​​
Change-in-Control
Not Followed by
Employment
Termination
($)
​​
Involuntary
Termination
Within 24 Months
Following a
Change-in-Control
($)
​​
Voluntary
Termination
($)
​​
Involuntary
Termination
Under
Severance
Plan
($)
​​
Other
Involuntary
Termination
Not for
Cause
($)
​​
Death or
Disability
($)
​​
Involuntary
Termination for
Cause
($)
​
​Chad R. Abraham​​​​​​​​​​​​​​​​​​​​​​
​
Severance(1)
​​—​​—​​—​​325,000​​—​​—​​—​
​
Restricted Compensation(2)(3)
​​—​​5,758,701​​5,758,701​​5,758,701​​5,758,701​​5,758,701​​—​
​
PSUs(4)
​​Indeterminable​​Indeterminable​​—​​Indeterminable​​—​​Indeterminable​​—​
​
Stock Options(2)(5)
​​—​​2,597,353​​—​​$1,298,637​​—​​2,597,353​​—​
​Debbra L. Schoneman​​​​​​​​​​​​​​​​​​​​​​
​
Severance(1)
​​—​​—​​—​​250,000​​—​​—​​—​
​
Restricted Compensation(2)(3)
​​—​​1,885,430​​1,885,430​​1,885,430​​1,885,430​​1,885,430​​—​
​
PSUs(4)
​​Indeterminable​​Indeterminable​​—​​Indeterminable​​—​​Indeterminable​​—​
​
Stock Options(2)(5)
​​—​​1,731,569​​—​​865,784​​—​​1,731,569​​—​
​Timothy L. Carter​​​​​​​​​​​​​​​​​​​​​​
​
Severance(1)
​​—​​—​​—​​212,500​​—​​—​​—​
​
Restricted Compensation(2)(3)
​​—​​982,931​​982,931​​982,931​​982,931​​982,931​​—​
​
PSUs(4)
​​Indeterminable​​Indeterminable​​—​​Indeterminable​​—​​Indeterminable​​—​
​James P. Baker​​​​​​​​​​​​​​​​​​​​​​
​
Severance(1)
​​—​​—​​—​​212,500​​—​​—​​—​
​
Restricted Compensation(2)(3)
​​—​​1,632,803​​1,632,803​​1,632,803​​1,632,803​​1,632,803​​—​
​
PSUs(4)
​​Indeterminable​​Indeterminable​​—​​Indeterminable​​—​​Indeterminable​​—​
​Jonathan J. Doyle​​​​​​​​​​​​​​​​​​​​​​
​
Severance(1)
​​—​​—​​—​​250,000​​—​​—​​—​
​
Restricted Compensation(2)(3)
​​—​​25,587,039​​—​​25,587,039​​25,587,039​​25,587,039​​—​
​
PSUs(4)
​​—​​—​​—​​—​​—​​—​​—​
​
 
 Type of Termination
Name
 Change-in-Control
Not Followed by
Employment
Termination		 Involuntary
Termination
Within 24 Months
Following a
Change-in-Control		 Voluntary
Termination		 Involuntary
Termination
Under
Severance
Plan		 Other
Involuntary
Termination
Not for
Cause		 Death or
Disability		 Involuntary
Termination for
Cause

Andrew S. Duff

              

Severance(1)

 — — — $325,000 — — —

Restricted Compensation(2)(3)

 — $5,316,208 $5,316,208 $5,316,208 $5,316,208 $5,316,208 —

PSUs(4)

 $6,032,870 $6,032,870 — Indeterminable — Indeterminable —

Annual Incentive Award(5)

 Indeterminable — — — — — —

Debbra L. Schoneman

              

Severance(1)

 — — — $250,000 — — —

Restricted Compensation(2)(3)

 — $1,072,203 $1,072,203 $1,072,203 $1,072,203 $1,072,203 —

PSUs(4)

 $3,016,435 $3,016,435 — Indeterminable — Indeterminable —

Annual Incentive Award(5)

 Indeterminable — — — — — —

Chad R. Abraham

              

Severance(1)

 — — — $212,500 — — —

Restricted Compensation(2)(3)

 — $2,851,353 $2,851,353 $2,851,353 $2,851,353 $2,851,353 —

PSUs(4)

 $2,011,005 $2,011,005 — Indeterminable — Indeterminable —

Annual Incentive Award(5)

 Indeterminable — — — — — —

Frank E. Fairman

              

Severance(1)

 — — — $275,000 — — —

Restricted Compensation(2)(3)

 — $967,875 $967,875 $967,875 $967,875 967,875 —

PSUs(4)

 $2,011,005 $2,011,005 — Indeterminable — Indeterminable —

Annual Incentive Award(5)

 Indeterminable — — — — — —

R. Scott LaRue

              

Severance(1)

 — — — $196,154 — — —

Restricted Compensation(2)(3)

 — $2,722,593 $2,722,593 $2,722,593 $2,722,593 $2,722,593 —

PSUs(4)

 $2,011,005 $2,011,005 — Indeterminable — Indeterminable —

Annual Incentive Award(5)

 Indeterminable — — — — — —
(1)
(1)
Under our Severance Plan, employees may be eligible for severance payments in the event of employment termination by us due to a facility closure, permanent work-force reduction, organizational change that eliminates the employee'semployee’s position, or similar event as determined by the company. The named executive officers participate in the Severance Plan on the same basis as all other employees. The amount in the table reflects salary continuation payments calculated in accordance with the provisions of the plan. AlsoIn addition, under this plan, the named executive officers would be entitled to continue to participate in our health and welfare benefits programs at employee rates during the severance period.
​

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(2)

Under the Incentive Plan, in the event of a change-in-control of Piper Jaffray, regardless of whether an employee's employment is terminated,Sandler, all awards that are continued, assumed or replaced in connection with a change-in-control will vest, be deemed earned or have restrictions lapse only if the recipient'srecipient’s employment is terminated involuntarily (other than for cause) within 24 months of the change-in-control.
​
(3)

(3)
Under the applicable award agreements, all of the restricted stock awards and mutual fund restricted shares awards will continue to vest following a termination of employment only so long as the termination was not for cause and the employee does not violate certain post-termination

Table restrictions; provided, however, that if Mr. Doyle voluntarily terminates his employment without good reason, the unvested portion of Contents

​
Executive Compensation
​

    restrictions. Also, vestingretention restricted stock award shall be forfeited. Vesting of all awards is also accelerated upon a company-determined severance event. The amounts in the table reflect these terms and conditions and assume compliance with any post-termination vesting requirements that are within the named executive officers'officers’ control.

​
(4)
Under
With respect to PSU awards, under the applicable award agreements,agreement, if the change-in-control occurs within the first 12-months of the performance period, each PSU automatically will become one share of restricted stock onas if the closing dateperformance under the award would have been achieved at the target level. If the change-in-control occurs within the second or third year of a change-in-control, andthe performance period, each resultingPSU automatically will become one share of restricted stock will remain restricted untilbased on the endactual performance achieved as if the date of the applicable 36-monthchange-in-control were the last day of the performance period. If the named executive officer remains continuously employed by us after the closing of the change-in-control through the end of the 36-month performance period, all shares of restricted stock arising from the PSUs will vest on the last day of the performance period. The amounts in the table reflect these terms and conditions and assume the named executive officer remains continuously employed by us throughout the 36-month performance period. If the named executive officer'sofficer’s employment is terminated after the closing of the change-in-control and prior to the end of the performance period (i) by us without cause, (ii) by the named executive officer for good reason, (iii) in connection with the named executive officer'sofficer’s death or disability or (iv) under such circumstances determined to constitutequalifying as a retirement, by the Compensation Committee in its sole discretion, all unvested shares of restricted stock arising from the PSUs will vest on the date of termination of the named executive officer'sofficer’s employment with us. Because the number of PSUs that would become shares of restricted stock in the event of a change-in-control depends on the date of the change-in-control, the total amounts are not determinable at this time. If the named executive officer'sofficer’s employment with us terminates because of a company-determined severance event or the named executive officer's,officer’s, death, disability, or disabilityqualifying retirement prior to a change-in-control, then the named executive officer will earn a number of PSUs equal to (i) the same number of PSUs that would otherwise be earned pursuant to the award agreement but for the named executive officer'sofficer’s termination multiplied by (ii) a fraction, (1) the numerator of which is the number of days during the performance period up to and including the date of termination of the named executive officer's employment with us and (2) the denominator of which is the total number of days in the performance period. Certain of our outstanding PSU awards provide for full vesting based on the amount of the PSU award that is ultimately earned if the executive officer is deemed to "retire" by the Compensation Committee. The 36-month performance period for the PSUs awarded in 2014, 2015, and 2016 ends on May 14 of 2017, 2018, and 2019, respectively, and thereforeor retirement. Therefore, any PSUs that might vest in connection with a named executive officer'sofficer’s termination as a result of a company-determined severance event, or his or her retirement, death or disability is not determinable at this time.
​
(5)
Under the applicable stock option award agreements, the stock options shall vest ratably on the third, fourth, and fifth anniversary of the date of grant, which was February 15, 2018. If the named executive officer is terminated by the company without cause following the second anniversary of the date of grant, then the portion of the stock option that was scheduled to vest on the next anniversary of the date of grant shall immediately vest in full and may be exercised until February 15, 2028.
​
CEO Pay Ratio
We reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee for our fiscal year ended December 31, 2021 was approximately 49:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K.
The median employee used to calculate this ratio was the same employee that we identified and used in connection with the proxy statement that we prepared for our 2021 annual shareholders’ meeting. We believe that the continued use of this employee as our 2021 median employee is reasonable because we did not otherwise have any meaningful changes in our employee population or employee compensation arrangements in 2021. We determined the median employee’s annual total compensation for 2021, including any perquisites and other benefits, in the same manner that we determine the annual total compensation of our named executive officers for purposes of the Summary Compensation Table disclosed above.

(5)
Qualified performance-based awards
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The annual total compensation of our 2021 median employee was determined to be $188,599, which we then compared to the annual total compensation of our CEO disclosed above in the Summary Compensation Table of $9,138,214. The elements included in the CEO’s annual total compensation are fully discussed above in the footnotes to the Summary Compensation Table.
Equity Compensation Plan Information
The following table summarizes the number of shares of our common stock to be issued upon exercise of outstanding options granted under our equity plans as of December 31, 2021. The table also includes the annual incentive program are payableweighted-average exercise price of options and the number of shares remaining available for future issuance under the plans for all awards.
​Plan Category​​
Number of shares to be
issued upon exercise of
outstanding options,
warrants and rights
​​
Weighted-average exercise
price of outstanding
options, warrants and rights
​​
Number of shares remaining
available for future issuance
under equity compensation
plans (excluding shares in first column)
​
​Equity compensation plans approved by shareholders​​​​81,667​​​​$99.00​​​​​1,394,825(1)​​
​
Equity compensation plans not approved by shareholders(2)
​​​​—​​​​​n/a​​​​​191,631​​
​
(1)
Based on the 9,400,000 shares currently authorized for issuance under the plan. In addition to the 81,667 shares to be issued upon the exercise of outstanding options to purchase our common stock, 615,425 shares of restricted stock and 158,393 performance-based restricted share units were issued and outstanding as of December 31, 2021. All of the shares available for future issuance under the plan as of December 31, 2021, may be granted in the discretionform of restricted stock, restricted stock units, options or another equity-based award authorized under the Compensation Committee,plan.
​
(2)
In 2019, we established the Piper Sandler Companies 2019 Employment Inducement Award Plan in connection with our acquisition of Weeden & Co., and the Piper Sandler Companies 2020 Employment Inducement Award Plan in connection with our acquisition of Sandler. The New York Stock Exchange permits the adoption of an equity compensation plan without shareholder approval if awards under the plan are therefore indeterminable.to be a material inducement to prospective employees to accept employment. Accordingly, we utilized these plans to induce employees of Weeden & Co., Sandler, The Valence Group, and TRS Advisors to accept employment with the company in connection with the respective acquisition. On January 3, 2020, we issued 1,217,423 shares of restricted stock to 103 employees who had been employees of Sandler. On April 3, 2020, in connection with the closing of our acquisition of The Valence Group, we issued 114,000 shares of restricted stock to 7 employees of The Valence Group. And on December 31, 2020, in connection with the closing of our acquisition of TRS Advisors, we issued 29,194 shares of restricted stock to 5 employees of TRS Advisors. All of these shares vest on their applicable vesting dates only if the recipient remains an employee of our company through the vesting date. As of December 31, 2021, 95,340 shares of restricted stock issued from the 2019 Employment Inducement Award Plan were issued and outstanding, and 1,268,228 shares of restricted stock issued from the 2020 Employment Inducement Award Plan were issued and outstanding.

​
Risk Assessment of Compensation Policies and Practices

In early 2017,2021, our management prepared a company-wide inventory and review of our compensation policies and practices for both executive officers and for employees generally, which management discussed with the Compensation Committee. In connection with this review and discussion, we determined that our compensation policies and practices are not reasonably likely to have a material adverse effect on our company.


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Outstanding Equity Awards

The following table summarizes, as of December 31, 2016, the number of shares of our common stock to be issued upon exercise of outstanding options granted under our equity plans as of December 31, 2016. The table also includes the weighted-average exercise price of options and the number of shares remaining available for future issuance under the plans for all awards.

Plan Category
 Number of shares to be
issued upon exercise of
outstanding options,
warrants and rights		 Weighted-average exercise
price of outstanding
options, warrants and rights		 Number of shares remaining available for
future issuance under equity compensation
plans (excluding shares in first column)		 

Equity compensation plans approved by shareholders

 30,613 $65.86 881,877(1)

Equity compensation plans not approved by shareholders(2)

 — n/a — 
(1)
Based on the 8,200,000 shares currently authorized for issuance under the plan. In addition to the 30,613 shares to be issued upon the exercise of outstanding options to purchase our common stock, 1,590,385 shares of restricted stock and 374,460 performance-based restricted share units were issued and outstanding as of December 31, 2016. All of the shares available for future issuance under the plan as of December 31, 2016 may be granted in the form of restricted stock, restricted stock units, options or another equity-based award authorized under the plan.

(2)
In 2015, we established the Piper Jaffray Companies 2016 Employment Inducement Award Plan ("Inducement Plan") in anticipation of the acquisition of Simmons. The New York Stock Exchange permits the adoption of an equity compensation plan without shareholder approval if awards under the plan are to be a material inducement to prospective employees to accept employment. Accordingly, we adopted the Inducement Plan to induce employees of Simmons to accept employment with the company in connection with the acquisition. On May 15, 2016, we issued 286,776 shares of restricted stock to 24 employees who had been associated with Simmons. These shares vest three years from the date of grant. As of December 31, 2016, 269,491 of these shares of restricted stock were issued and outstanding. On August 5, 2016, we terminated the Inducement Plan as to future grants. No additional shares will be granted under the Inducement Plan.

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Security Ownership​
​​​

SECURITY OWNERSHIP

Stock Ownership Guidelines

We believe it is important for our directors and executive officers to maintain a meaningful equity interest in our company to ensure that their interests are aligned with the interests of our shareholders. Our Compensation Committee has adopted stock retention guidelines to establish expectations for our executive officers and non-employee directors with respect to their equity stake in the company. Non-employee directors are expected to own shares of our common stock with a value at least equal to three times the annual basic cash retainer fee paid under our non-employee director compensation program, which does not include fees paid for committee or any other Board service. If a director is not in compliance with the stock ownership guidelines, then he or she must retain at least 50% of the sharesequity awarded to them through our incentive plan, or acquired upon exercise of stock options.the Incentive Plan. The guidelineguidelines for non-employee directors applies irrespective of taxes paid for shares awarded, but is net of exercise costs for stock options.awarded. The stock retention guidelines applicable to our executive officers and the hedging restrictions applicable to our executive officers and non-employee directors are described above in "Compensation“Compensation Discussion and Analysis—Compensation Policies—Executive Stock Ownership and Prohibition on Hedging."

”

Beneficial Ownership of Directors, Nominees and Executive Officers

The following table shows how many shares of our common stock were beneficially owned as of March 15, 201710, 2022 by each of our directors and executive officers named in the Summary Compensation Table contained in this proxy statement, and by all of our directors and executive officers as a group. The table also includes the number of shares of phantom stock that were deemed owned as of this date by each of our non-employee directors. Unless otherwise noted, the shareholders listed in the table have sole voting and investment power with respect to the shares owned by them.

​
Name of Beneficial Owner
​​
Shares of
Piper JaffraySandler
Common Stock*
​​Phantom Shares**​

​

Chad R. Abraham

​55,672(1)​
89,775(1)
​​—​

Andrew S. Duff

​		James P. Baker243,844(2)​​
89,511(2)
​​—​

Frank E. Fairman

​		Timothy L. Carter56,046(3)​​
14,899(3)
​​—​

​

Jonathan J. Doyle​​
252,870(4)
​​—​
​William R. Fitzgerald

​​
1,725(5)
​​19,358​
​Victoria M. Holt​​—   ​​4,113​
​Robbin Mitchell​​—   ​​586​
​Debbra L. Schoneman​​
72,090(6)
​​—10,521​

Michael E. Frazier

​		Thomas S. Schreier160,481(4)​​
5,045(7)
​​—

B. Kristine Johnson

15,393(5)1,752​

R. Scott LaRue

​		Sherry M. Smith54,626(6)​​—
4,032(8)
​​6,220​

Addison L. Piper

​		23,483(7)3,512

Debbra L. Schoneman

28,544(8)—

Philip E. Soran

​4,637(9)​
6,831(9)
3,247​​13,434​

Sherry M. Smith

​		Brian R. Sterling—​​3,600
20,626(10)
​​621​

​

Scott C. Taylor

​6,216(10)​
9,167(11)
—​​5,227​

Michele Volpi

​		10,807(11)—

All directors and executive officers as a group (19(15 persons)

​814,206(12)​
593,623(12)
22,632​​49,559​
​
*

None of the individuals identified in this table owns more than 1% of Piper JaffraySandler common stock outstanding with the exception of Mr. DuffDoyle with 1.6%1.4%. As a group, our directors and executive officers hold 5.4%3.3% of Piper JaffraySandler common stock. (These percentages are calculated using our outstanding

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Security Ownership
​

    shares as of March 15, 2017.10, 2022.)  The holders of restricted stock identified in the footnotes below have no investment power with respect to the restricted stock.

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​Security Ownership​
​​​
**

The directors have no voting or investment power with respect to the shares of phantom stock. All shares of phantom stock have been deferred pursuant to the Deferred Compensation Plan for Non-Employee Directors, as described above under "Compensation“Compensation Program for Non-Employee Directors."”
​
(1)

(1)
Includes 10,50711,166 shares of restricted stock that will vest on February 16, 2018, 5,531 shares of restricted stock that will vest on February 17, 2018, 10,5092023, 7,939 shares of restricted stock that will vest on February 16, 2019, 3,1582024, 4,463 shares of restricted stock that will vest on February 16, 2020,2025, and 25,96766,207 shares of common stock held directly.
​
(2)

(2)
Includes 20,3323,181 shares of restricted stock that will vest on February 16, 2018, 8,799 shares of restricted stock that will vest on February 17, 2018, 20,3302023, 2,152 shares of restricted stock that will vest on February 16, 2019, 4,8062024, 1,256 shares of restricted stock that will vest on February 16, 2020, 102025, 51,398 shares of common stock held by his two children,family trusts, and 189,56431,524 shares of common stock held directly.
​
(3)

(3)
Includes 5,3191,904 shares of restricted stock that will vest on February 16, 2018, 984 shares of restricted stock that will vest on February 17, 2018, 5,3192023, 1,290 shares of restricted stock that will vest on February 16, 2019, 1,9152024, 736 shares of restricted stock that will vest on February 16, 2020,2025, and 42,50910,969 shares of common stock held directly.
​
(4)

(4)
All shares beneficially owned by Mr. Frazier are restricted stock that will vest on February 26, 2019.

(5)
Includes 9,863 shares of common stock held directly, 1,200 shares of common stock held in an individual retirement account, and 4,330 shares of common stock held in a family trust.

(6)
Includes 10,1397,131 shares of restricted stock that will vest on February 16, 2018, 5,531 shares of restricted stock that will vest on February 17, 2018, 10,1402023, 7,131 shares of restricted stock that will vest on February 16, 2019, 2,7892024, 3,382 shares of restricted stock that will vest on February 16, 2020, and 26,027 shares of common stock held in a revocable living trust of which Mr. LaRue is trustee and both Mr. LaRue and Mr. LaRue's spouse are beneficiaries.

(7)
Includes 22,4332025, 2,836 shares of common stock held directly, and 1,000108,104 shares of commonrestricted stock that Mr. Doyle received as consideration for his equity interests in Sandler O’Neill, of which 54,052 are held in an individual retirement account. The amount for Mr. Piper also includes 50directly and the remainder of which will vest on January 3, 2023, and 124,286 shares of commonrestricted stock heldwhich Mr. Doyle received for employment retention in connection with our acquisition of Sandler O’Neill that will vest ratably on January 17 of 2023, 2024, and 2025.
​
(5)
All shares beneficially owned by Mr. Piper's spouse, as to which he disclaims beneficial ownership because he does not have voting or dispositive power over the shares.Fitzgerald are held directly.
​
(6)

(8)
Includes 4,1083,279 shares of restricted stock that will vest on February 16, 2018, 2,486 shares of restricted stock that will vest on February 17, 2018, 10,1402023, 2,099 shares of restricted stock that will vest on February 16, 2019, 2,7892024, 1,100 shares of restricted stock that will vest on February 16, 2020,2025, and 16,47965,612 shares of common stock held directly.
​
(7)
All shares beneficially owned by Mr. Schreier are held directly.
​
(8)
All shares beneficially owned by Ms. Smith are held directly.
​
(9)

All shares beneficially owned by Mr. Soran are held directly.
​
(10)
All shares beneficially owned by Mr. Sterling are held directly.
​
(11)
(10)
All shares beneficially owned by Mr. Taylor are held directly.
​
(12)

(11)
All
Includes 54,052 shares beneficially owned by Mr. Volpi are held directly.

(12)
Includes 65,150of restricted stock that will vest on January 3, 2023, 41,428 shares of restricted stock that will vest on January 17, 2023, 30,766 shares of restricted stock that will vest on February 16, 2018, 33,0442023, 41,429 shares of restricted stock that will vest on FebruaryJanuary 17, 2018, 69,151 shares of restricted stock that will vest in on February 16, 2019, 17,3742024, 23,593 shares of restricted stock that will vest on February 16, 2020, 625,4872024, 41,429 shares of restricted stock that will vest on January 17, 2025, 12,518 shares of restricted stock that will vest on February 16, 2025, and 526,746 shares of common stock held directly, by family members, or by family trusts or by an individual retirement account.
trusts.
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​Security Ownership​
​​​
​

Beneficial Owners of More than Five Percent of Our Common Stock

Based on filings made under Section 13(g) of the Securities Exchange Act of 1934, the persons known by us to be beneficial owners of more than 5% of our common stock, as of March 15, 2017,10, 2022, were as follows:

​
Name of Beneficial Owner
​​
Shares of
Piper JaffraySandler
Common Stock
​​Percent of Class​

​

BlackRock, Inc.


55 East 52nd Street
New York, NY 10055


​		​​​2,482,7781,808,590(1)(1)​11.9%​​​​13.9%​​

​

The Vanguard Group, Inc.


100 Vanguard Blvd.
Malvern, PA 19355

​​​​1,762,3531,223,794(2)(2)​8.1%

Dimensional Fund Advisors LP

​		​​​

9.86300 Bee Cave Road, Building One
Austin, TX 78746


791,774(3)%​5.2%​
​
(1)

This information is based on a Schedule 13G/A filed with the Securities and Exchange CommissionSEC on January 17, 2017,28, 2022, by BlackRock, Inc. (“BlackRock”). BlackRock reported sole voting power as to 1,772,3392,444,842 shares and sole dispositive power as to 1,808,590 shares.2,482,778 shares as of December 31, 2021.
​
(2)

(2)
This information is based on a Schedule 13G/A filed with the Securities and Exchange CommissionSEC on February 13, 2017,10, 2022, by The Vanguard Group, Inc. (“Vanguard”). Vanguard reported that it has soleshared voting power as to 17,47514,203 shares, sole dispositive power as to 1,204,1851,733,452 shares, and shared dispositive power as to 19,609 shares.

(3)
This information is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2017, by Dimensional Fund Advisors LP. Dimensional reported sole voting power28,901 shares as to 785,545 shares and sole dispositive power as to 791,774 shares. According to the Schedule 13G/A, Dimensional, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the "Funds"). In certain cases, subsidiaries of Dimensional may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional may possess voting and/or investment power over the securities of the issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the issuer held by the Funds. However, all securities reported in the Schedule 13G are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.
December 31, 2021.
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Section 16(a) Beneficial Ownership Reporting Compliance​

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors to file initial reports of ownership of our securities and reports of changes in ownership with the Securities and Exchange Commission. Based on our knowledge and on written representations from our executive officers and directors, we believe that all Section 16(a) filing and disclosure requirements applicable to our executive officers and directors for 2016 have been satisfied, with the exception of one report filed late by Jeffrey D. Klinefelter as a result of an administrative oversight which caused his filing in connection with a disposition transaction to be one day late.


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Certain Relationships and Related Transactions​
​​​

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Compensation Committee Interlocks and Insider Participation

The Compensation Committee, comprised entirely of independent, non-employee directors, is responsible for establishing and administering our policies involving the compensation of our executive officers. No employee of the company serves on the Compensation Committee. The Compensation Committee members have no interlocking relationships as defined by the Securitiesrules and Exchange Commission.

regulations of the SEC.

Transactions with Related Persons

From time to time in the ordinary course of business, Piper Jaffray,Sandler, through our subsidiaries, engages in transactions with other corporations or entities whose executive officers or directors also are directors or executive officers of Piper JaffraySandler or have an affiliation with our directors or executive officers. Such transactions are conducted on an arm's-lengtharm’s-length basis and may not come to the attention of our directors or executive officers or those of the other corporations or entities involved. In addition, from time to time our executive officers and directors and their affiliates may engage in transactions in the ordinary course of business involving goods and services provided by Piper Jaffray,Sandler, such as brokerage, asset management and financial advisory services. Such transactions are made on substantially the same terms and conditions as other similarly-situated clients who are neither directors nor employees.

We engagehave engaged in ordinary course trading, brokerage and similarcapital markets transactions with BlackRock Dimensional Fund Advisors, and The Vanguard, Group, allboth of whom are 5% or greater shareholders of the company. The transactions we conduct with these firms are negotiated on an arms-length basis and contain customary terms and conditions.

From time to time, we permit our employees, including executive officers, and directors who are accredited investors to personally invest in private funds managed by Piper Jaffray or our asset management subsidiariesSandler to support marketing efforts for these funds. To encourage employee participation in these private funds, they may be offered to employees, including executive officers, on a reduced or no management fee basis. NoOur employees otherwise participate on the same terms as other similarly situated investors in the funds. During 2021, no distributions consisting of profits and other income and/or return of amounts initially invested exceededexceeding $120,000 from funds managed by Piper Jaffray or our asset management subsidiaries were made to our executive officers or directors, during 2016, except for a distributiondistributions from our merchant banking fund to Mr.Messrs. Soran and Abraham in the amountamounts of $594,456$1,564,631 and $206,492, respectively, following a liquidity eventevents achieved by the fund. With respect
On December 31, 2020, in connection with Mr. Sterling’s retirement from his position as a managing director of our company, he and Piper Sandler & Co. (“PS&Co.”), our broker-dealer subsidiary, entered into a Transition Services Agreement (the “Transition Services Agreement”), pursuant to registered funds advised or sub-advised by our asset management subsidiaries, executive officerswhich Mr. Sterling was to provide certain limited services exclusively to PS&Co. We amended the Transition Services Agreement on January 10, 2022, in order to extend its term through September 30, 2022. Under the Transition Services Agreement, Mr. Sterling will be entitled to receive payments in connection with transactions for which Mr. Sterling provided services prior to the end of his employment in the event that such transactions are successfully completed during 2022. Mr. Sterling also agreed under the Transition Services Agreement to continue certain non-competition and directors may invest their personal fundsnon-solicitation obligations and other restrictive covenants that he agreed to in these funds on substantially the same terms and conditions as other similarly-situated investors in these funds who are neither directors nor employees.

In connection with our acquisition of Simmons & Company International, our wholly-owned subsidiary, Piper Jaffray & Co., entered into a consulting agreement with Mr. Frazier pursuant to which Mr. Frazier provided certain consulting services exclusively to our subsidiary from February 26, 2016 through February 26, 2017. Under the consulting agreement, Mr. Frazier was paid $1,200,000, and was reimbursed travel and other reasonable expenses he incurred.


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​
Certain Relationships and Related Transactions
​

Review and Approval of Transactions with Related Persons

To minimize actual and perceived conflicts of interests, ourthe Board has adopted a written policy governing our company'scompany’s transactions where the aggregate amount involved is reasonably expected to exceed $120,000 and any of the following persons has or may have a direct or indirect interest:  (a) our executive officers or directors (including nominees), (b) shareholders who own more than 5% of our common stock, (c) immediate family members of any executive officer or director (including nominees), and (d) the primary

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​Certain Relationships and Related Transactions​
​​​
business affiliation of any person described in (a), (b) or (c). Unless exempted from the policy, related person transactions must be submitted for review by ourthe Nominating and Governance Committee. The Nominating and Governance Committee considers the available, relevant facts and circumstances and will approve or ratify only those related person transactions that it determines are in, or are not inconsistent with, the best interests of our company and its shareholders. The chairperson of the Nominating and Governance Committee may approve and ratify transactions if it is not practicable to wait until the next committee meeting, but the chairperson is required to report to the committee at its next meeting any approval or ratification pursuant to this delegated authority. The Board also may exercise the powers and duties of the Nominating and Governance Committee under our policy governing related person transactions. Certain transactions that would not be required to be disclosed under applicable rules and regulations of the Securities and Exchange CommissionSEC are exempted from the definition of related person transactions under our policy.


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​Audit Committee Report​
​​​

AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO OUR INDEPENDENT AUDITOR

Audit Committee Report

The primary function of our Audit Committee is oversight of our financial reporting process, publicly filed financial reports, internal accounting and financial controls, and the independent audit of the consolidated financial statements. The consolidated financial statements of Piper JaffraySandler Companies for the year ended December 31, 20162021 were audited by Ernst & Young LLP, independent auditor for the company.

As part of its activities, the Committee has:

1.

Reviewed and discussed with management and the independent auditor the company'scompany’s audited financial statements;
​
2.

2.
Discussed with the independent auditor the matters required to be communicated under applicable requirements of the Public Company Accounting Oversight Board standards; and the SEC; and
​
3.

3.
Received the written disclosures and letter from the independent auditor required by applicable requirements of the Public Company Accounting Oversight Board requirements regarding the independent auditor'sauditor’s communications with the Audit Committee concerning independence, and has discussed with the independent auditor the independent auditor'sauditor’s independence.

​
Management is responsible for the company'scompany’s system of internal controls and financial reporting process. Ernst & Young LLP is responsible for performing an independent audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board and for issuing a report thereon. Our Committee'sAudit Committee’s responsibility is to monitor and oversee these processes. Based on the foregoing review and discussions and a review of the report of Ernst & Young LLP with respect to the consolidated financial statements, and relying thereon, we have recommended to the Board of Directors of Piper JaffraySandler Companies the inclusion of the audited consolidated financial statements in Piper Jaffray'sthe company’s Annual Report on Form 10-K for the year ended December 31, 2016,2021, for filing with the Securities and Exchange Commission.

SEC.

Audit Committee of the Board of Directors of Piper JaffraySandler Companies
Sherry M. Smith, Chairperson
Robbin Mitchell
Thomas S. Schreier
Scott C. TaylorChairperson
William R. Fitzgerald
Philip E. Soran


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Auditor Fees

Ernst & Young LLP served as our independent auditor for 20162021 and 2015.2020. The following table presents fees for professional audit services for the audit of our annual consolidated financial statements for 20162021 and 2015,2020, as well as fees for the review of our interim consolidated financial statements for each quarter in 20162021 and 20152020 and for all other services performed for 20162021 and 20152020 by Ernst & Young LLP.

​​​​2021​​2020​
​Audit Fees​​​$1,752,500​​​​$1,886,725​​
​Audit-Related Fees(1)​​​$194,500​​​​$164,500​​
​Tax Fees​​​$0​​​​$0​​
​All Other Fees(2)​​​$5,000​​​​$3,600​​
​Total​​​$1,952,000​​​​$2,054,825​​
​
 
 2016 2015

Audit Fees

 $1,175,000 $1,092,000

Audit-Related Fees(1)

 $309,000 $354,250

Tax Fees

 $0 $0

All Other Fees(2)

 $333,700 $111,817
​​​ ​​

Total

 $1,817,700 $1,558,067
​​​​​
​​​​​
​​​​​
(1)
(1)
Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. Specifically, the services provided for 20162021 and 20152020 included services relating to IRA Keogh agreed-upon procedures, employee
​

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​Audit Committee Report​
​​​
benefit plan audits, audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting, or regulatory matters, internal control reviews and assistance with internal control reporting requirements, including the security custody surprise audit count, and the issuance of an independent auditor'sauditor’s report on controls placed in operation and tests of operating effectiveness. The services provided also include audit services provided to consolidated investment funds of our alternative asset management business and certain of our merchant banking funds. In addition to the amounts disclosed in the table above, certain nonconsolidated private investment funds of Advisory Research, Inc., our primaryalternative asset management business, engagefunds.
(2)
Other fees include our subscription fee for online research provided by Ernst & Young LLP to provide audit services for the funds. The total amounts paid by the Advisory Research funds to Ernst & Young for these audit services was $295,430 in 2016 and $233,194 in 2015.

(2)
In 2016 and 2015, we engaged Ernst & Young LLP to provide consulting services related to our risk assessment and risk management program. We paid approximately $104,300 for these services in 2016, and $29,317 in 2015. In 2016, we also engaged Ernst & Young to provide consulting services on our request-for-proposal process in moving to a co-sourced internal audit function, and paid approximately $22,470 for these services.LLP. All of these amounts and the services provided were pre-approved by our Audit Committee in accordance with our pre-approval policy (described below) that applies to any non-audit services that Ernst & Young LLP is engaged to provide. In addition, approximately $205,000 of these fees relates to accounting advisory services and $2,500 relates to a subscription fee for online research provided by Ernst & Young LLP.

​
Auditor Services Pre-Approval Policy

The Audit Committee has adopted an auditor services pre-approval policy applicable to services performed for us by our independent auditor. In accordance with this policy, the Audit Committee'sCommittee’s practice is to approve annually all audit, audit-related and permissible non-audit services to be provided by the independent auditor during the year. If a service to be provided is not pre-approved as part of the


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Audit Committee Report
​

annual process or if it may exceed pre-approved fee levels, the service must receive a specific and separate pre-approval by the Audit Committee, which has delegated authority to grant such pre-approvals during the year to the chairperson of the Audit Committee. Any pre-approvals granted pursuant to this delegated authority are reported to the Audit Committee at its next regular meeting.

Our

The Audit Committee has determined that the provision of the non-audit services described in the table above was compatible with maintaining the independence of our independent auditor. The Audit Committee reviews each non-audit service to be provided and assesses the impact of the service on the auditor'sauditor’s independence. On February 23, 2016,25, 2021, the Audit Committee pre-approved certain services to be provided by our independent auditor relating to engagements occurring on or after that date, and on December 2, 2016, it pre-approved any additional audit or audit-related services as disclosed above as necessary during the consulting services described above related to our risk assessment and management program.

year.

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PROPOSAL TWO—RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

The Audit Committee of ourthe Board has selected Ernst & Young LLP to serve as our independent auditor for the year ending December 31, 2017.2022. While it is not required to do so, ourthe Board of Directors is submitting the selection of Ernst & Young LLP for ratification in order to ascertain the views of our shareholders with respect to the choice of audit firm. If the selection is not ratified, the Audit Committee will reconsider its selection. Representatives of Ernst & Young LLP are expected to be present atattend the annual meeting, will be available to answer shareholder questions and will have the opportunity to make a statement if they desire to do so.

The Board of Directors recommends that you vote FOR ratification of the selection of Ernst & Young LLP as the independent auditor of Piper JaffraySandler Companies and our subsidiaries for the year ending December 31, 2017.2022. Proxies will be voted FOR ratification of this selection unless otherwise specified.


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PROPOSAL THREE—ADVISORY (NON-BINDING)
VOTE ON EXECUTIVE COMPENSATION

We are asking our shareholders to provide advisory approval of the compensation of the officers included in this proxy statement, as we have described it in the"“Executive Compensation"Compensation” section. While this vote is advisory and not binding on our company, the Compensation Committee of the Board of Directors will consider the outcome of the vote when making future compensation decisions for our executive officers.

We achieved

In 2021, our results reflected strong execution and high demand for our services, as well as the benefits of our more scaled and diversified platform. Our record adjusted net revenues, and adjusted net income, in 2016. The strengthand adjusted earnings per share, reflects record performances across a number of our results, led primarily by record revenues in our advisory services and public finance businesses, demonstrates the significant strategic progress that we have made over the past few years through investments in these higher margin businesses, as well as our continued focus on internal development, selective hiring, cost discipline, productivity, and market share gains.

businesses.

20162021 Operating Performance Highlights

GRAPHIC

Our named executive officers' compensation for 2016 reflects the strong operating results we achieved during the year. Thefollowing are some of the key highlights of our 2016 executive compensation program:

​
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 share of $21.92.​

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​Proposal Three: Advisory (Non-Binding) Vote on Executive Compensation​
​​​
​

20162021 Executive Compensation Program Highlights

•

We have designed our compensation programs to be pay-for-performance.
​
•

•
AnnualTotal incentives are directly tied to our pre-tax, pre-profit provision income, a measurement of our profitability.firm-wide profitability and business line performance.
​
Pre-Tax, Pre-Profit
Provision Income in 2016•
Named Executive Officers'
Annual Incentives in 2016

GRAPHIC

GRAPHIC
    •
    Even though our pre-tax, pre-profit provision income increased in 2016,For 2021 performance, total incentive compensation paid to our named executive officers'officers in annual incentive compensation mostly decreased,incentives and long-term PSU awards increased overall by 37% as compared to 2020, reflecting the Compensation Committee's decision to exclude a portion of the additional earnings contributed by Simmonssignificant 120% increase in our adjusted pre-tax operating income from our strong performance during the year from consideration from the annual incentive compensation for our CEO, CFO, and Global Co-Heads of Investment Banking and Capital Markets to account for the amount of capital that was invested in the business in connection with the acquisition.year.

    •
    Mr. Duff's annual incentive compensation decreased 3.1%.

    •
    Ms. Schoneman's annual incentive compensation decreased 2.9%.

    •
    Messrs. Abraham's and LaRue's annual incentive compensation decreased 16.0% and 25.8%, respectively.

    •
    Mr. Fairman's annual incentive compensation increased 10.1%, reflecting the strong performance of our public finance business.

Changes Made to Executive Compensation Program

At the May 2016 annual meeting of shareholders, our say-on-pay proposal received the support of approximately 72% of the votes cast. From 2013 through 2015, our say-on-pay proposal had received the support of over 97% of the votes cast. In response to the lower level of shareholder support received in 2016, we sought out meetings with our 25 largest institutional shareholders representing approximately 50% of our outstanding shares as well as one of the largest proxy advisory firms. Our


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​
Proposal Three: Advisory (Non-Binding) Vote on Executive Compensation
​

CFO, Chief Strategy Officer, Chief Human Capital Officer, and General Counsel participated in these shareholder meetings. The summary below highlights the key changes that our Compensation Committee has made to our executive compensation program as a result of our discussions with shareholders:

Compensation Committee
Action
Explanation
​​​ ​​
1.


Decreased the amount of time-
vested restricted compensation
andincreased long-term PSU
awards.
The Committee revised the executive compensation to reduce the amount of annual incentives paid in time-vested restricted compensation and increase the amount of long-term PSU awards. Beginning with compensation for 2017 performance (which will be granted in February 2018), our named executive officers will receive 50% of their restricted compensation in the form of long-term PSU awards that vest only if certain long-term TSR and adjusted ROE targets are achieved.
​ ​​ ​​
2.


Revised PSU award performance
metrics to include:
        1. Adjusted ROEPre-Tax

Operating Income2. Relative TSR		The Committee revised the February 2017 PSU award to focus on two key metrics: (1) adjusted ROE and (2) relative TSR. Adjusted ROE was selected because increasing profitability and making efficient use of capital are key priorities for our company. Relative TSR was selected because it shows the returns we are providing our shareholders in relation to a broad index of financial services companies.
​ ​​ ​​
3.
Cappedannual cash incentives for
our CEO, CFO, and President.		The Committee implemented a cap on annual incentives that can be paid in cash to our CEO, CFO, and President at three times their base salaries, beginning with incentives paid in February 2017 for 2016 performance.
​ ​​
Named Executive Officers’
Annual Incentive Awards
(cash, time-vested restricted
compensation, and PSUs)
​
​
[MISSING IMAGE: tm223392d1-bc_pretaxpn.jpg]
​​
[MISSING IMAGE: tm223392d1-bc_namedpn.jpg]
​

The Committee's objective in implementing the changes described above was to respond to the feedback it received during the 2016 shareholder engagement process and further strengthen our pay-for-performance philosophy by designing an executive compensation program that incentivizes strong financial performance, attracts and retains the most talented people who are committed to the long-term success of our company, and is supported by our shareholders. The Committee believes the changes it has made will achieve this objective.

The Board of Directors recommends that shareholders approve the following advisory resolution:

RESOLVED, that the compensation paid to the individuals identified in the Summary Compensation Table, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis section, the compensation tables and the accompanying footnotes and narratives within the Executive Compensation section of this proxy statement), is hereby approved.

The Board of Directors recommends that you vote FOR the advisory (non-binding) resolution. Proxies will be voted FOR this resolution unless otherwise specified.


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PROPOSAL FOUR—ADVISORY (NON-BINDING) VOTE ON THE FREQUENCYTABLE OF FUTURE SAY-ON-PAY VOTES

We are asking our shareholders to submit an advisory, non-binding vote on how frequently they would like to have an opportunity to cast an advisory vote on the compensation of our named executive officers. We are providing shareholders the option of selecting a frequency of one, two, or three years. Our prior vote on this proposal occurred in 2011. Although this vote is non-binding, the Board and the Compensation Committee values the views of our shareholders and will review the voting results. However, the Board may decide that it is in the best interests of Piper Jaffray and its shareholders to hold an advisory vote more or less frequently than the alternative that has been selected by our shareholders.

The Board believes that conducting an advisory vote on executive compensation on an annual basis is currently appropriate for the company and its shareholders.

CONTENTS​

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The Board of Directors recommends that you vote for "ONE YEAR" as the frequency of future advisory votes on executive compensation. Proxies will be voted for "ONE YEAR" under this resolution unless otherwise specified.


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GRAPHIC

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Who is entitled to vote at the virtual meeting?

The Board has set March 15, 201710, 2022 as the record date for the annual meeting. If you were a shareholder of record at the close of business on March 15, 2017,10, 2022, you are entitled to vote at the virtual meeting. As of the record date, 15,164,75317,907,690 shares of common stock, representing all of our voting stock, were issued and outstanding and, therefore, eligible to vote at the virtual meeting.

Why hold a virtual annual meeting?
We believe that a virtual shareholder meeting provides greater access to those who may want to attend our annual meeting, and, therefore, have chosen this over an in-person meeting. We ensure that at our virtual annual meeting, all attendees are afforded the same rights and opportunities to participate as they would at an in-person meeting. These procedures include the ability for shareholders to ask questions during the course of the meeting, post appropriate questions received during the meeting for review by other participants, review our corresponding answers to such questions on our Investors Relations website at www.pipersandler.com as soon as possible after the meeting and access technical support staff during the meeting in the event of difficulties arising from the use of the virtual meeting platform. We evaluate annually the method of holding the annual meeting, taking into consideration the above factors as well as the proposed agenda items.
What are my voting rights?

Holders of our common stock are entitled to one vote per share. Therefore, a total of 15,164,75317,907,690 votes are entitled to be cast at the meeting. There is no cumulative voting.

How many shares must be present to hold the virtual meeting?

In accordance with our bylaws, shares equal to a majority of the voting power of the outstanding shares of common stock entitled to vote generally in the election of directors as of the record date must be present at the annual meeting in order to hold the meeting and conduct business. This is called a quorum. Shares are counted as present at the meeting if:

•

you are present and vote in person at the virtual meeting; or
​
•

•
you have properly and timely submitted your proxy as described below under "How“How do I submit my proxy?"

”

​
What is a proxy?

It is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. We refer to this as your "proxy“proxy vote."” Two executive officers have been designated as proxies for our 20172022 annual meeting of shareholders. These executive officers are John W. Geelan and DebbraTimothy L. Schoneman.

Carter.


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​Questions and Answers​
​​​
If I received a one-page Notice of Internet Availability of Proxy Materials, how can I receive a full set of printed proxy materials?

As permitted by SecuritiesSEC rules and Exchange Commission rules,regulations, we have elected to provide access to our proxy materials over the Internet to record owners and any beneficial owners of our stock who have not previously requested printed proxy materials, which reduces our costs and the environmental impact of


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Questions and Answers
​

our annual meeting. The Notice of Internet Availability of Proxy Materials contains instructions on how to request a printed set of proxy materials, which we will provide to shareholders upon request at no cost to the requesting shareholder within three business days after receiving the request.

How can I get electronic access to the proxy materials if I don'tdon’t already receive them via e-mail?

To get electronic access to the proxy materials, you will need your control number, which was provided to you in the Notice of Internet Availability of Proxy Materials or the proxy card included in your printed set of proxy materials. Once you have your control number, you may either go towww.proxyvote.com and enter your control number when prompted, or send an e-mail requesting electronic delivery of the materials tosendmaterial@proxyvote.com.

What is the difference between a shareholder of record and a "street name"“street name” holder?

If your shares are registered directly in your name, you are considered the shareholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the shareholder of record with respect to those shares, while you are considered the beneficial owner of those shares. In that case, your shares are said to be held in "street“street name."” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the method described below under "How“How do I submit my proxy?"

”

How do I submit my proxy?

If you are a shareholder of record, you can submit a proxy to be voted at the meeting in any of the following ways:

•

through the Internet usingwww.proxyvote.com;
​
•

•
if you request a full set of the proxy materials, you may vote over the telephone by calling a toll-free number; or
​
•

•
if you receive a paper copy of the proxy card after requesting the proxy materials by mail, you may sign, date and mail the proxy card.

​
To vote by Internet or telephone, you will need to use a control number that was provided to you by our vote tabulator, Broadridge Financial Solutions, and then follow the additional steps when prompted. The steps have been designed to authenticate your identity, allow you to give voting instructions, and confirm that those instructions have been recorded properly. If you hold your shares in street name, you must vote your shares in the manner prescribed by your broker, bank, trust or other nominee, which is similar to the voting procedures for shareholders of record. However, if you request the proxy materials by mail after receiving a Notice of Internet Availability of Proxy Materials from your broker, bank, trust or other nominee, you will receive a voting instruction form (not a proxy card) to use in directing the broker, bank, trust or other nominee how to vote your shares.


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What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or printed set of proxy materials?

If you receive more than one Notice of Internet Availability of Proxy Materials or printed set of proxy materials, it means that you hold shares registered in more than one account. To ensure that all of your shares are voted, vote once for each control number you receive as described above under "How“How do I submit my proxy?"

”


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Can I vote my shares in person at the virtual meeting?

If you are a shareholder

All shareholders as of the record youdate may vote your shares in person atduring the webcast of the meeting by completingvisiting www.virtualshareholdermeeting.com/PIPR2022 and entering the 16-digit control number included in our Notice of Internet Availability of Proxy Materials or on your proxy card (if you received a ballot atprinted copy of the meeting.proxy materials). Even if you currently plan to attend the virtual meeting, we recommend that you submit your proxy as described above so your vote will be counted if you later decide not to attend the virtual meeting. If you submit your vote by proxy and later decide to vote in person at the annual meeting, the vote you submit at the virtual meeting will override your proxy vote.

If you are a street name holder, you may vote your shares in person at the meeting only if you obtain and bring to the meeting a signed letter or other form of proxy from your broker, bank, trust or other nominee giving you the right to vote the shares at the meeting.

What if I do not specify how I want my shares voted?

If you are a shareholder of record and submit a signed proxy card or submit your proxy by Internet or telephone but do not specify how you want to vote your shares on a particular matter, we will vote your shares in accordance with the recommendations of the Board of Directors as follows:

•

FOR all nineten of the nominees for director;
​
•

•
FOR the ratification of the selection of Ernst & Young LLP as the independent auditor of Piper JaffraySandler Companies for the year ending December 31, 2017;2022; and
​
•

•
FOR the advisory (non-binding) approval of the compensation of our executive officers included in this proxy statement; andstatement.

•
ONE YEAR for the advisory (non-binding) vote on the frequency of future advisory votes on executive compensation.

​
Your vote is important. We urge you to vote, or to instruct your broker, bank, trust or other nominee how to vote, on all matters before the annual meeting. If you are a street name holder and fail to instruct the shareholder of record how you want to vote your shares on a particular matter, those shares are considered to be "uninstructed."“uninstructed.” New York Stock Exchange rules determine the circumstances under which member brokers of the New York Stock Exchange may exercise discretion to vote "uninstructed"“uninstructed” shares held by them on behalf of their clients who are street name holders. Other than the ratification of the selection of Ernst & Young LLP as our independent auditor for the year ending December 31, 2017,2021, the rules donot permit member brokers to exercise voting discretion as to the uninstructed shares on any matter included in the notice of meeting. With respect to the ratification of the selection of Ernst & Young LLP as our independent auditor for the year ending December 31, 2017,2022, the rules permit member brokers (other than our broker-dealer subsidiary, Piper JaffraySandler & Co.) to exercise voting discretion as to the uninstructed shares. For matters with respect to which the broker, bank or


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other nominee does not have voting discretion or has, but does not exercise, voting discretion, the uninstructed shares will be referred to as a "broker“broker non-vote."” For more information regarding the effect of broker non-votes on the outcome of the vote, see below under "How“How are votes counted?"

”

Our broker-dealer subsidiary, Piper JaffraySandler & Co., is a member broker of the New York Stock Exchange and may be a shareholder of record with respect to shares of our common stock held in street name on behalf of Piper JaffraySandler & Co. clients. Because Piper JaffraySandler & Co. is our affiliate, New York Stock Exchange rules prohibit Piper JaffraySandler & Co. from voting uninstructed shares even on routine matters. Instead, Piper JaffraySandler & Co. may vote uninstructed shares on such matters only in the same proportion as the shares represented by the votes cast by all shareholders of record with respect to such matters.

Can I change my vote after submitting my proxy?

Yes. You may revoke your proxy and change your vote at any time before your proxy is voted at the annual meeting, in any of the following ways:

•

by submitting a later-dated proxy by Internet or telephone before 11:59 p.m., Eastern Daylight Time, on Wednesday,Thursday, May 10, 2017;5, 2022 for shares you hold directly, or 11:59 p.m., Eastern Time, on Tuesday, May 3, 2022 for shares you hold in a retirement plan;
​
•

•
by submitting a later-dated proxy to the corporate secretary of Piper JaffraySandler Companies, which must be received by us before the time of the annual meeting;
​
•

•
by sending a written notice of revocation to the corporate secretary of Piper JaffraySandler Companies, which must be received by us before the time of the annual meeting; or
​

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•
•
by voting during the webcast of the virtual meeting by visiting www.virtualshareholdermeeting.com/PIPR2022 and entering the 16-digit control number included in person atour Notice of Internet Availability of Proxy Materials or on your proxy card (if you received a printed copy of the meeting.

proxy materials).

​
What vote is required to approve each proposal included in the notice of meeting?

•

The nineten director nominees who receive the most votes cast at the meeting in person or by proxy will be elected, subject to our majority voting standard in uncontested director elections as further described in the section above titled "Board“Information Regarding the Board of Directors and Corporate Governance—Majority Voting Standard and Director Resignation Policy."”
​
•

•
The affirmative vote of the holders of a majority of the outstanding shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting is required to ratify the selection of our independent auditor.
​
•

•
If the advisory (non-binding) vote on the compensation of our officers included in this proxy statement receives more votes "for"“for” than "against,"“against,” then it will be deemed to be approved.
​


•
The frequency of the advisory vote on compensation of our officers receiving the highest number of votes (one, two, or three years) by shareholders will be considered the frequency recommended by shareholders.

The advisory votes on the compensation of our officers and(which was last held at the frequency2021 annual meeting of future say-on-pay votes areshareholders) is not binding on us or the Board, but we will consider the shareholders'shareholders’ advisory input on these mattersthis matter when establishing compensation for our executive officers in future years and recommending the frequency of future say-on-pay votes.


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How are votes counted?

You may either vote "FOR," "AGAINST,"“FOR,” “AGAINST,” or "ABSTAIN"“ABSTAIN” with respect to each director nominee'snominee’s election. You may vote "FOR," "AGAINST"“FOR,” “AGAINST” or "ABSTAIN"“ABSTAIN” on the ratification of the election of Ernst & Young LLP as our independent auditor for the year ending December 31, 2017,2022 and the advisory say-on-pay vote. You may vote "ONE YEAR," "TWO YEARS," "THREE YEARS," or "ABSTAIN" on the advisory vote regarding the frequency of future say-on-pay votes. If you properly submit your proxy but abstain from voting on any of the proposals, your shares will be counted as present at the meeting for the purpose of determining a quorum and for the purpose of calculating the vote on the particular matter(s) with respect to which you abstained from voting. If you do not submit your proxy or voting instructions and also do not vote by ballot at the annual meeting, your shares will not be counted as present at the meeting for the purpose of determining a quorum unless you hold your shares in street name and the broker, bank, trust or other nominee has discretion to vote your shares and does so. For more information regarding discretionary voting, see the information above under "What“What if I do not specify how I want my shares voted?"

”

With respect to the vote on each director nominee, under our bylaws'bylaws’ majority voting standard, each director nominee in an uncontested election will be elected by the vote of a majority of the votes cast with respect to that director'sdirector’s election. For these purposes, a majority of votes cast means that the number of votes cast "for"“for” a director'sdirector’s election exceeds the number of votes cast "against"“against” that director'sdirector’s election. Abstentions, a failure to vote, and broker non-votes will not be counted as votes cast either "for"“for” or "against"“against” a director'sdirector’s election, and will have no effect on the outcome of the vote. With respect to the proposal to ratify the selection of Ernst & Young LLP as our independent auditor, if you abstain from voting, doing so will have the same effect as a vote against the proposal, but if you do not vote your shares (or, for shares held in street name, if you do not submit voting instructions and your broker, bank, trust or other nominee does not or may not vote your shares), this will have no effect on the outcome of the vote. With respect to the proposal to approve the advisory (non-binding) say-on-pay vote, if you abstain from voting or if you do not vote your shares or submit voting instructions, this will have no effect on the outcome of the vote. With respect to the advisory vote regarding the frequency of future say-on-pay votes, the option among one year, two years, or three years that receives the highest number of votes cast by shareholders will be deemed to be the frequency selected by shareholders. Abstentions, a failure to vote, or broker non-votes will not affect the outcome of the vote on the matter.

How can I attend the meeting?

All shareholders as of our shareholders are invited tothe record date, or their duly appointed proxies, may attend the virtual annual meeting. You may be asked to present valid photo identification, suchmeeting as a driver's license or passport, before being admitted towell as vote and submit questions during the meeting. If you hold your shares in street name, you also may be asked to present proofwebcast of ownership to be admitted to the meeting. A brokerage statement or letter from your broker, bank, trust or other nominee are examples of proof of ownership. To help us plan for the meeting please let us know whetherby visiting www.virtualshareholdermeeting.com/PIPR2022 and entering the 16-digit control number included in our Notice of Internet Availability of Proxy Materials or on your proxy card (if you expect to attend, by responding affirmatively when prompted during Internet or telephone voting or by marking the attendance box onreceived a printed copy of the proxy card.

materials).


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Who pays for the cost of proxy preparation and solicitation?

Piper JaffraySandler pays for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trusts or other nominees for forwarding proxy materials to street name holders. We have retained Morrow & Co.,Sodali LLC to assist in the solicitation of proxies for the annual meeting for a fee of approximately $10,000 plus reimbursement of out-of-pocket expenses. We


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are soliciting proxies primarily through the distribution of Notices of Internet Availability of Proxy Materials. In addition, our directors, officers and regular employees may solicit proxies personally, telephonically, electronically or by other means of communication. Our directors, officers and regular employees will receive no additional compensation for their services other than their regular compensation.


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SHAREHOLDER PROPOSALS FOR THE 2018 2023
ANNUAL MEETING

In order for a shareholder proposal including a director nomination, to be considered for inclusion in our proxy statement for the 20182023 annual meeting of shareholders, the written proposal must be received at our principal executive offices on or before November 29, 2017.25, 2022. The proposal should be addressed to Piper JaffraySandler Companies, Attention: John W. Geelan, Secretary, 800 Nicollet Mall, Suite 1000,900, Mail Stop J12NSH, Minneapolis, Minnesota 55402. The proposal must comply with SecuritiesSEC rules and Exchange Commission regulations regarding the inclusion of shareholder proposals in company-sponsored proxy materials.

In accordance with our bylaws, in order to otherwise be properly brought before the 20182023 annual meeting, a shareholder'sshareholder’s notice of the matter the shareholder wishes to present must be delivered to our principal executive offices in Minneapolis, Minnesota, at the address identified in the preceding paragraph, not less than 90 nor more than 120 days prior to the first anniversary of the date of this year'syear’s annual meeting. As a result, any notice given by or on behalf of a shareholder pursuant to these provisions of our bylaws (and not pursuant to Rule 14a-8 of the Securities and Exchange Commission)SEC) must be received no earlier than January 11, 2018,6, 2023, and no later than February 10, 2018.

5, 2023.

HOUSEHOLDING

The Securities and Exchange CommissionSEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those shareholders. This process, which is commonly referred to as "householding,"“householding,” potentially provides extra convenience for shareholders and cost savings for companies. We household our proxy materials and annual reports for shareholders, delivering a single proxy statement and annual report to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or annual report, or if you are receiving multiple copies of either document and wish to receive only one, please contact us in writing or by telephone at Piper JaffraySandler Companies, Attention: Investor Relations, 800 Nicollet Mall, Suite 1000,900, Mail Stop J12NSH, Minneapolis, Minnesota 55402, (612) 303-6336.303-5607. We will deliver promptly upon written or oral request a separate copy of our annual report and/or proxy statement to a shareholder at a shared address to which a single copy of either document was delivered.


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OTHER MATTERS

We do not know of any other matters that may be presented for consideration at the annual meeting. If any other business does properly come before the meeting, the persons named as proxies above will vote as they deem in the best interests of Piper Jaffray.

Sandler.
[MISSING IMAGE: sg_johnwgeelan-bw.jpg]
LOGOJohn W. Geelan
Secretary
John W. Geelan
Secretary

Dated: March 29, 2017

25, 2022

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APPENDIX A


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Appendix

Reconciliation of U.S. GAAP Financial Performance Figures
to Adjusted Non-GAAP Financial Information

This proxy statement includes several non-GAAP, or "adjusted,"“adjusted” financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including adjusted net revenues, adjusted net income, adjusted earnings per diluted common share, adjusted pre-tax operating income, and adjusted return on average common shareholders'shareholders’ equity. The corresponding reconciliations of these non-GAAP financial measures to the most comparable U.S. GAAP financial measures are included below.

These non-GAAP financial measures include adjustments to exclude (1) revenues and expenses related to noncontrolling interests, (2) interest expense on long-term financing from net revenues, (3) amortization of intangible assets related to acquisitions, (3)(4) compensation and non-compensation expenses from acquisition-related agreements, (4)(5) acquisition-related restructuring and acquisition integration costs, and (5) goodwill impairment charges. For example, our adjusted financial measures(6) the impact from 2016 exclude an $82.9 million non-cash impairment charge during the year to reduce the carrying value of the goodwill associated with our Asset Management segment, as well as the costs of amortization of intangibleremeasuring deferred tax assets related to acquisitions, restructuring and acquisition integration costs, and acquisition-related compensation costs primarily resulting from our acquisitionchanges to the U.S. federal tax code, (7) the impact of Simmons & Company International.

a deferred tax asset valuation allowance, and (8) discontinued operations. For 2021 and 2020, the adjusted weighted average diluted common shares outstanding used in the calculation of adjusted earnings per diluted common share contains an adjustment to include the common shares for unvested restricted stock awards with service conditions granted pursuant to the acquisitions of Sandler O’Neill, The Valence Group and TRS Advisors LLC.

Management believes that presenting these results and measures on an adjusted basis in conjunction with the corresponding U.S. GAAP measures provides the most meaningful basis for comparison of our operating results across periods, and enhances the overall understanding of our current financial performance by excluding certain items that may not be indicative of our core operating results. These adjusted figures are also used by the Compensation Committee of our Board of Directors when reviewing business and individual executive officer performance and determining annual incentive compensation. The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP.

Net RevenuesRevenues:
:

A reconciliation of adjusted net revenues to U.S. GAAP net revenues (in thousands):

revenues:
​​​​Twelve Months Ended December 31,​
​(Amounts in thousands)​​2021​​2020​​2019​​2018​​2017​
​U.S. GAAP net revenues​​$2,031,061​​$1,238,213​​$834,566​​$740,953​​$823,621​
​Adjustments:​​​​​​​​​​​​​​​​
​
Revenue related to noncontrolling interests(1)
​​$(59,050)​​$(12,881)​​$(10,769)​​$(3,621)​​$(5,319)​
​Interest expense on long-term financing​​$8,446​​$9,628​​$1,848​​$4,902​​$7,171​
​Adjusted net revenues​​$1,980,457​​$1,234,960​​$825,645​​$742,234​​$825,473​
​
(1)
Noncontrolling interests include revenue from consolidated alternative asset management entities that are not attributable, either directly or indirectly, to Piper Sandler Companies.
​
 
 Twelve Months Ended
 
 December 31,
2016		 December 31,
2015

U.S. GAAP net revenues

 $747,349 $672,918

Adjustments:

    

Revenue related to noncontrolling interests(1)

 $(11,070) $(9,810)

Adjusted net revenues

 $736,279 $663,108

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​Appendix A​
​​​
Income before Income Tax Expense:
A reconciliation of adjusted pre-tax operating income to U.S. GAAP income before income tax expense:
​​​​Twelve Months Ended December 31,​
​(Amounts in thousands)​​2021​​2020​
​U.S. GAAP income before income tax expense​​$441,512​​$68,548​
​Adjustments:​​​​​​​
​
Revenue related to noncontrolling interests(1)
​​$(59,050)​​$(12,881)​
​Interest expense on long-term financing​​$8,446​​$9,628​
​
Non-compensation expenses related to noncontrolling interests(1)
​​$7,196​​$4,029​
​Compensation from acquisition-related agreements​​$116,795​​$113,396​
​Acquisition-related restructuring and integration costs​​$4,724​​$10,755​
​Amortization of intangible assets related to acquisitions​​$30,080​​$44,728​
​Non-compensation expenses from acquisition-related agreements​​$249​​$12,085​
​Adjusted pre-tax operating income​​$549,952​​$250,288​
​
(1)

Noncontrolling interests include revenue and expenses from consolidated alternative asset management entities that are not attributable, either directly or indirectly, to Piper JaffraySandler Companies.

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Net IncomeIncome:
:

A reconciliation of adjusted net income to U.S. GAAP net income/(loss) applicable to Piper Jaffray Companies (in thousands):

Sandler Companies:
​​​​Twelve Months Ended December 31,​
​(Amounts in thousands)​​2021​​2020​​2019​​2018​​2017​
​U.S. GAAP net income/(loss) applicable to Piper Sandler Companies​​$278,514​​$40,504​​$111,711​​$57,036​​$(61,939)​
​Adjustment to exclude net income/(loss) from discontinued operations​​$0​​$0​​$23,772​​$1,387​​$(85,060)​
​Net income from continuing operations​​$278,514​​$40,504​​$87,939​​$55,649​​$23,121​
​Adjustments:​​​​​​​​​​​​​​​​
​Compensation from acquisition-related agreements​​$93,149​​$85,940​​$4,124​​$21,992​​$35,755​
​Acquisition-related restructuring and integration costs​​$3,544​​$8,712​​$10,770​​$0​​$0​
​Amortization of intangible assets related to acquisitions​​$23,644​​$33,383​​$3,250​​$3,655​​$6,301​
​Non-compensation expenses from acquisition-related agreements​​$186​​$9,016​​$114​​$514​​$607​
​Impact of the Tax Cuts and Jobs Act legislation​​$0​​$0​​$0​​$952​​$36,356​
​Impact of deferred tax asset valuation allowance​​$0​​$0​​$0​​$4,650​​$0​
​Adjusted net income​​$399,037​​$177,555​​$106,197​​$87,412​​$102,140​

 
 Twelve Months Ended
 
 December 31,
2016		 December 31,
2015

U.S. GAAP net income/(loss) applicable to Piper Jaffray Companies

 $(21,952) $52,075

Adjustments:

    

Compensation from acquisition-related agreements

 $23,700 $2,586

Restructuring and integration costs

 $7,014 $6,508

Goodwill impairment

 $50,901 —

Amortization of intangible assets related to acquisitions

 $12,979 $4,681

Adjusted net income

 $72,642 $65,850
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​​​
Earnings Per Diluted Common ShareShare:
:

A reconciliation of adjusted earnings per diluted common share to U.S. GAAP earnings/(loss) per diluted common share:

​​​​Twelve Months Ended December 31,​
​​​​2021​​2020​​2019​​2018​​2017​
​U.S. GAAP earnings/(loss) per diluted common share​​$16.43​​$2.72​​$7.69​​$3.72​​$(4.99)​
​Adjustment to exclude net income/(loss) from discontinued operations​​$0​​$0​​$1.65​​$0.09​​$(6.56)​
​Income from continuing operations​​$16.43​​$2.72​​$6.05​​$3.63​​$1.57​
​Adjustment related to participating shares(1)​​$0​​$0​​$0.04​​$0​​$(0.05)​
​Adjustment for inclusion of unvested acquisition-related stock​​$(1.62)​​$(1.89)​​$0​​$0​​$0​
​​​​$14.81​​$0.83​​$6.09​​$3.63​​$1.52​
​Adjustments:​​​​​​​​​​​​​​​​
​Compensation from acquisition-related agreements​​$5.49​​$5.76​​$0.29​​$1.44​​$2.33​
​Acquisition-related restructuring and integration costs​​$0.21​​$0.58​​$0.75​​$0​​$0​
​Amortization of intangible assets related to acquisitions​​$1.40​​$2.24​​$0.23​​$0.24​​$0.41​
​Non-compensation expenses from acquisition-related agreements​​$0.01​​$0.61​​$0.01​​$0.04​​$0.04​
​Impact of the Tax Cuts and Jobs Act legislation​​$0​​$0​​$0​​$0.06​​$2.38​
​Impact of deferred tax asset valuation allowance​​$0​​$0​​$0​​$0.31​​$0​
​Adjusted earnings per diluted common share​​$21.92​​$10.02​​$7.36​​$5.72​​$6.68​
​
 
 Twelve Months Ended
 
 December 31,
2016		 December 31,
2015

U.S. GAAP earnings/(loss) per diluted common share

 $(1.73) $3.34

Adjustment for loss allocated to participating shares(1)

 $0.30 —

Adjustments:

 
 
 
 

Compensation from acquisition-related agreements

 $1.53 $0.17

Restructuring and integration costs

 $0.45 $0.42

Goodwill impairment

 $3.29 —

Amortization of intangible assets related to acquisitions

 $0.84 $0.30

Adjusted earnings per diluted common share

 $4.69 $4.22
(1)
(1)
For periods prior to 2020, Piper JaffraySandler Companies calculatescalculated earnings per common share using the two-class method, which requiresrequired the allocation of consolidated adjusted net income between common shareholders and participating security holders, which in the case of Piper JaffraySandler Companies, representsrepresented unvested stock with non-forfeitable dividend rights. Losses are not allocated to participating sharesNo allocation of undistributed earnings was made for periods in which a loss is incurred.
was incurred, or for periods in which the special cash dividend exceeded adjusted net income resulting in an undistributed loss.

​
Weighted Average Diluted Common Shares Outstanding:
A reconciliation of adjusted weighted average diluted common shares outstanding to U.S. GAAP weighted average diluted common shares outstanding:
​​​​Twelve Months Ended December 31,​
​(Amounts in thousands)​​2021​​2020​​2019​​2018​​2017​
​U.S. GAAP weighted average diluted common shares outstanding​​16,955​​14,901​​13,937​​13,425​​12,978​
​Adjustment:​​​​​​​​​​​​​​​​
​Unvested acquisition-related restricted stock with service conditions​​1,251​​2,814​​0​​0​​0​
​Adjusted weighted average diluted common shares outstanding​​18,206​​17,715​​13,937​​13,425​​12,978​

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​Appendix A​
​​​
Adjusted Return on Average Common Shareholders' EquityShareholders’ Equity::

Adjusted return on average common shareholders'shareholders’ equity is computed by dividing adjusted net income for the last 12 months by average monthly common shareholders'shareholders’ equity.


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LOCATIONTABLE OF PIPER JAFFRAY COMPANIES
ANNUAL MEETING OF SHAREHOLDERS

Thursday, May 11, 2017, at 2:00 p.m., Central Time
CONTENTS

[MISSING IMAGE: tm223392d1-px_page1bw.jpg]
VOTE BYINTERNETBefore The Huber Room in our Minneapolis Headquarters
12th Floor, U.S. Bancorp Center
800 Nicollet Mall
Minneapolis, MN 55402

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Beneficial owners of common stock held in street name by a broker, bank, trustMeeting - Go to www.proxyvote.com or other nominee may need proof of ownership to be admitted toscan the meeting. A brokerage statement or letter from the broker, bank, trust or other nominee are examples of proof of ownership.

VOTE BY INTERNET - www.proxyvote.com UseQR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up untilinformation.Vote by 11:59 p.m.P.M. Eastern Time on Wednesday,Thursday, May 10, 2017. Have your5, 2022, for shares held directly and by11:59 P.M. Eastern Time on Tuesday, May 3, 2022, for shares held in a retirement plan. Haveyour proxy card in hand when you access the web site and follow the instructions to obtain yourobtainyour records and to create an electronic voting instruction form. 800 NICOLLET MALL SUITE 1000 MAIL STOP J12NSH MINNEAPOLIS, MN 55402 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would likeform.During The Meeting - Go to reducewww.virtualshareholdermeeting.com/PIPR2022You may attend the costs incurred by Piper Jaffray Companies in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicate that you agree to receive or access proxy materials electronicallyvote during the meeting. Have the informationthat is printed in future years. VOTE BY PHONE - 1-800-690-6903 Usethe box marked by the arrow available and follow the instructions.VOTEBYPHONE- 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up untilinstructions. Vote by 11:59 p.m. EasternP.M.Eastern Time on Wednesday,Thursday, May 10, 2017.5, 2022, for shares held directly and by 11:59 P.M.Eastern Time on Tuesday, May 3, 2022, for shares held in a retirement plan. Have your proxy cardproxycard in hand when you call and then follow the instructions. VOTE BY MAIL Mark,instructions.VOTEBYMAILMark, sign and date your proxy card and return it in the postage-paid envelope we have providedhaveprovided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E24443-P90062 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PIPER JAFFRAY COMPANIES The11717ER SANDLER COMPANIESThe Board of Directors recommends you vote FOR the followingthefollowing proposals:1. Election of Directors Nominees:DirectorsNominees: For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. Andrew S. Duff 1b. WilliamAbstain1a. Chad R. Fitzgerald Abraham1b. Jonathan J. Doyle! !! !!!For Against Abstain ! ! ! 2.Abstain2. Ratification of the selection of Ernst & Young LLP as theasthe independent auditor for the fiscal year ending December 31, 2017. 1c. Michael E. Frazier 1d. B. Kristine Johnson 3. A n a d v i s o r y ( n o n - b i n d i n g ) v o t e t o a p p ro v e t h e compensation of the officers disclosed in the enclosed proxy statement, or say-on-pay vote.ending! ! 2 Years ! 3 Years ! Abstain 1e. Addison L. Piper 1 Year 1f.!1f. Thomas S. Schreier1g. Sherry M. Smith The Board of Directors recommends you vote 1 YEAR on the following proposal: ! ! ! ! 4. An advisory (non-binding) vote to recommend the frequency of future say-on-pay votes. 1g.Smith1h. Philip E. Soran 1h. Scott C. Taylor Note: Such other business as may properly come before the meeting or any adjournment thereof. 1i. Michele Volpi For address changes and/or comments, please check this box and write them on the back where indicated.Soran1i. BrianR.Sterling1j. ScottC.Taylor! ! Yes ! No Please indicate if you plan to attend this meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date V.1.1


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ANNUAL MEETING OF SHAREHOLDERS Thursday,SHAREHOLDERSFriday, May 11, 2017 2:6, 20222:00 p.m. (Central Daylight Time)Piper Jaffray Companies The Huber Room in our Minneapolis Headquarters 12th Floor, U.S. Bancorp Center 800 Nicollet Mall Minneapolis, MN 55402 ImportantSandler CompaniesVirtually at www.virtualshareholdermeeting.com/PIPR2022Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice, and Proxy Statement and Annual Report are available at www.piperjaffray.com/www.pipersandler.com/proxymaterials. E24444-P90062 PIPER JAFFRAY COMPANIES PROXYSANDLER COMPANIESPROXY FOR THE 20172022 ANNUAL MEETING OF SHAREHOLDERS THISSHAREHOLDERSTHIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS I appoint John W. GeelanDIRECTORSI appointJohnW.Geelan and DebbraTimothy L. Schoneman, Carter,together and separately, as proxies,to vote all sharesallshares of common stock that IthatI have power topowerto vote at the annual meetingAnnual Meeting of shareholdersShareholders to be held on May 11, 2017, in Minneapolis, Minnesota, and6, 2022, virtually at www.virtualshareholdermeeting.com/PIPR2022and at any adjournment or postponement thereof, in accordance with the instructions on the reverse side of this card and with thewiththe same effect as though I were present in person and voting such shares. Theshares.The proxies are authorized, in their discretion, to vote upon such other business as may properly come before the meeting and they may name others to take their place. The proxies are authorized, in their discretion, to vote upon such other business as may properly come before the meetingthemeeting or any adjournment or postponement thereof, and they may name others to take their place. This proxy card,proxycard, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction isdirectionis made but the card is signed, this proxy card will be voted FOR the election of alleach of the nominees under ProposalunderProposal 1, FOR Proposal 2, FOR Proposal 3, 1 YEAR under Proposal 4 and in the discretion of the proxies with respect to such other business asbusinessas may properly come before the meeting. (If you notedmeeting or any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continuedadjournment or postponement thereof.Continued and to be signed on reverse side V.1.1 Address Changes/Comments:

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[E-mail notice regarding electronic delivery of proxy materials sent by Broadridge Financial Solutions]Your Vote Counts!

You are receiving

PIPER SANDLER COMPANIES
2022 Annual Meeting
May 6, 2022
As an investor in this e-mail becausesecurity, you are either an employee-shareholder of Piper Jaffray Companies, with access to company e-mail, or you are a non-employee shareholder who previously elected to receive your proxy card and other proxy materials by electronic delivery.

You will not receive a proxy card or other proxy materials by mail.

Instead, this e-mail contains instructions on how to accesshave the 2016 Annual Report to Shareholders and the 2017 Proxy Statement for Piper Jaffray Companies and howright to vote shares via the Internet.

Please read the instructions carefully before proceeding.

on important issues.

Make your voice heard now!
Vote Common Shares by:
May 5, 2022
Vote Plan Shares by:
May 3, 2022
Control Number:
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This is a NOTIFICATION of the:

Piper Jaffray Companies 2017 Annual Meeting of Shareholders

RECORD DATE: March 15, 2017

MEETING DATE: May 11, 2017

CUSIP NUMBER:

CONTROL NUMBER:

This e-mailemail represents all shares in the following account(s)share(s):

Please review

PIPER SANDLER COMPANIES—COMMON
​
Important Materials:Annual ReportProxy Statement
For holders as of March 10, 2022
Why Should I Vote?
Make your voice heard on critical issues like board elections and executive compensation. The outcome of the Piper Jaffray Companies 2016 Annual Report to Shareholders and 2017 Proxy Statement before voting. The Proxy Statement discussesvote can affect the proposals to be voted on, information about the annual meeting and voting, and other information about the company.  You can view the Piper Jaffray Companies 2016 Annual Report to Shareholders and 2017 Proxy Statement and enter your voting instructions at the following site. If your browser supports secure transactions you will be automatically directed to a secure site.

https://www.proxyvote.com/

Note: If your e-mail software supports it, you can simply click on the above link.


The relevant supporting documentations can be found at the following Internet site(s):

Annual Report

https://materials.proxyvote.com/

Notice of Proxy Statement

https://materials.proxyvote.com/

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